Common use of Request for Registration Clause in Contracts

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) the Holders of at least a majority of the then-outstanding number of Registrable Securities or (ii) the Representative or its designees or Permitted Transferees (the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time Commencing on or after the date which is one year after the consummation date of the Initial Public Offering, Holders (which may include the GI Entities and the STAG Entities), the GI Entities (so long as they are Holders) or the STAG Entities (so long as they are Holders) may, subject to Section 2.13 and Section 2.14, deliver to the Company consummates the Business Combination, (i) the Holders of at least a majority of the then-outstanding number of Registrable Securities or (ii) the Representative or its designees or Permitted Transferees (the “Demanding Holders”) may make a written demand for request that the Company prepare and file with the Commission a registration statement on an appropriate form under the Securities Act (together with any amendments or supplements thereto, a “Demand Registration of Statement”), registering under the Securities Act all or part of its or their Registrable Securities, 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 Securities (such written demand a “Demand Registration”). The Company shallFor purposes of this Agreement, within ten (10) days of the Company’s receipt of 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, requested by the Holders is referred to as 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to Demand Registration,” a Demand Registration requested by the GI Entities is referred to a “GI Demand Registration,” and a Demand Registration requested by the STAG Entities is referred to as a “STAG Demand Registration.” Notwithstanding the foregoing, (i) the Company shall effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate six Demand Registrations in total, one GI Demand Registration in total or one STAG Demand Registration in total or more than one Demand Registration in any twelve month period, except that a GI Demand Registration may occur six months before or after a Holder Demand Registration or a STAG Demand Registration, and (ii) in the case of three (3) Registrations pursuant a Holder Demand Registration, the number of shares of Registrable Securities proposed to be sold by the Holders making such written request shall have a Market Value of at least $20,000,000. Any request for a Demand Registration under this subsection 2.1.1 will specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Within five (5) Business Days after receipt of such request, the Company will give written notice of such registration request to all other Holders and include in such registration all such Registrable Securities with respect to any or all Registrable Securities, including one which the Company has received written requests for inclusion therein within ten (110) Demand Registration on behalf Business Days after the mailing of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for Company’s notice to the applicable Holder (the “Notice Period”). Each such purposes unless a 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 request will also specify the number of the shares of Registrable Securities requested by the Requesting Holders to be registered on behalf and the intended method of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that disposition thereof (which may include an Underwritten Shelf Takedown shall not count as a Demand Registrationunderwritten offering).

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) the Holders of at least a majority majority-in-interest of the then-outstanding number of Registrable Securities or (ii) the Representative or its designees or Permitted Transferees (the “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, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at At any time and from time to time on or after the date the Company consummates the Business Combination, (i) the Holders date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of at least a majority Common Stock) and Over-Allotment Units (or underlying shares of the then-outstanding number of Registrable Securities Common Stock) or (ii) three months prior to the Representative Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or its designees directors of the Company or Permitted Transferees (their affiliates, or the “Demanding Holders”) transferees of the Investors, may make a written demand demand, on no more than two occasions, for Registration registration under the Securities Act of all or part of their Registrable Securities, which written as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall describe specify the amount and type number of securities shares of Registrable 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, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, will notify all other Holders holders of Registrable Securities 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, in writing, Company within five fifteen (515) days after the receipt by the Holder holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.1.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. Under no circumstances The Company shall the Company not be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the Representative or its designees or Permitted Transferees; provided, however, that right to a Demand Registration shall not be counted for such purposes unless a 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 set forth under this Section 2.1.1 with respect to the Registrable Securities requested by shall terminate on the Requesting Holders to be registered on behalf fifth anniversary of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand RegistrationEffective Date.

Request for Registration. Subject to the provisions of subsection 2.1.4 2.2.4 and Section 2.4 hereof, at any time hereof and from time to time on or after the date provided that the Company consummates does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering the Business CombinationRegistrable Securities, (i) the Holders of at least a majority majority-in-interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or (ii) the Representative or its designees or Permitted Transferees Sponsor Group Holders (the “Demanding Holders”) ), in each case, may make a written demand for Registration of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the 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. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 2.2.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at Registration Statement with respect to such time (“Form S-1”) 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 Requesting Holders in and the Demanding Holders on such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the an initial Business Combination, the Sponsor (i) or if the Sponsor then holds no Registrable Securities, Holders of at least a majority in interest of the then-outstanding number of Registrable Securities or (iiSecurities) the Representative or its designees or Permitted Transferees (the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, 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, within ten five (105) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, however, that a Registration shall not be counted for such purposes if the Registrable Securities requested by the Requesting Holders to be registered are any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any such Founder Shares or exercisable for Ordinary Shares and such Founder Shares have previously been registered pursuant to a Demand Registration; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (ia) the Existing Holders of at least a majority majority-in-interest of the 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 New Holders or (iic) the Representative or its designees or Permitted Transferees PIPE Holders of at least a majority-in-interest of the then-outstanding number of Registrable Securities held by the PIPE Holders (the “Demanding Holders”) ), in each case, may make a written demand for Registration of all or a part of their Registrable Securities, 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 AHPAC shall, within ten (10) days of the CompanyAHPAC’s receipt of 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 CompanyAHPAC, in writing, within five (5) days after the receipt by the Holder of the notice from the CompanyAHPAC. Upon receipt by the Company AHPAC of any such written notification from a Requesting Holder(s) to the CompanyAHPAC, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company AHPAC shall effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the CompanyAHPAC’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company AHPAC be obligated to effect more than (x) an aggregate of three (3) Registrations pursuant to a Demand Registration by the Existing Holders under this subsection 2.1.1 with respect to any or all Registrable SecuritiesSecurities held by such Existing Holders, including one (1y) an aggregate of three (3) Registrations pursuant to a Demand Registration on behalf by the PIPE Holders under this subsection 2.1.1 with respect to any or all Registrable Securities held by such PIPE Holders and (z) an aggregate of three (3) Registrations pursuant to a Demand Registration by the Representative New Holders under this subsection 2.1.1 with respect to any or its designees or Permitted Transferees; providedall Registrable Securities held by such New Holders. Notwithstanding the foregoing, however, that a Registration AHPAC shall not be counted for such purposes unless required to give effect to a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) Demand Registration from a Demanding Holder if AHPAC has become effective and all of the registered Registrable Securities requested by the Requesting Holders pursuant to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand RegistrationRegistration from such Demanding Holder in the preceding one-hundred and fifty (150) days.

Request for Registration. Subject to the provisions of subsection 2.1.4 Section 2.1.5 and Section 2.4 hereof, at any time and from time to time on or after following the date the Company consummates the Business CombinationLock-Up Period applicable to any Holder, (i) the Sponsor Holders of who hold at least a majority in interest of the then-outstanding number of Registrable Securities held by all Sponsor Holders at such time, or (ii) enGene Holders holding at least a majority in interest of the Representative or its designees or Permitted Transferees then-outstanding number of Registrable Securities held by all enGene Holders at such time (such Holders described in clauses (i) and (ii), the “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 Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), 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, within ten five (105) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Demand Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) two Registrations for the enGene Holders and two Registrations for the Sponsor Holders pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration2.1.1.]

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) Cowen Investments or (ii) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities (Cowen Investments or (ii) such Holders, as the Representative or its designees or Permitted Transferees (case may be, the “Demanding Holders”) ), may make a written demand for Registration of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; 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 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the completes a Business Combination, (i) the Sponsor, or the Holders of at least a majority in interest of the then-then issued and outstanding number of Registrable Securities or (ii) together with the Representative or its designees or Permitted Transferees (Sponsor, the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; Securities; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after following the date the Company consummates the Business CombinationEffective Time (but subject to Article V), (i) the Holders of holding at least a majority 15% in interest of the then-outstanding number of Registrable Securities or held by all Holders (ii) the Representative or its designees or Permitted Transferees (such Holders, the “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), 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Demand Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five sixty (4560) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of (i) three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any initiated by New Holders, or all Registrable Securities, including (ii) one (1) Registration pursuant to a Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 under this subsection 2.1.1 initiated by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand RegistrationOriginal Holder.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) the Holders of any Holder that together with its affiliates owns at least a majority 20% in interest of the then-outstanding number of Registrable Securities or (ii) the Representative or its designees or Permitted Transferees (the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 file a registration statement to effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the initial Business Combination, (i) the Holders of at least a majority thirty percent (30%) in interest of the then-then outstanding number of Registrable Securities or (ii) the Representative or Xxxx and/or its designees or Permitted Transferees (the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company), 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 effect, 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 five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or Xxxx and/or its designees or Permitted Transfereesdesignees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at At any time and from time to time on or after the date that the Company consummates the a Business Combination, (i) the Holders of at least a majority of the then-outstanding number of Registrable Securities Stifel or (ii) the Representative holders of a majority-in-interest of the Founder Shares, Private Placement Warrants (or its designees underlying securities), Working Capital Warrants (or Permitted Transferees (underlying securities) or other Registrable Securities, as the “Demanding Holders”) case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand for Registration registration under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable SecuritiesSecurities (excluding Registrable Securities held by Stifel and its transferees), which written as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall describe specify the amount and type number of securities shares of Registrable 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, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, will notify all other Holders holders of Registrable Securities 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, in writing, Company within five fifteen (515) days after the receipt by the Holder holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.1.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. Under no circumstances The Company shall the Company not be obligated to effect more than an aggregate of three (3) Demand Registrations pursuant to a Demand Registration under this subsection Section 2.1.1 with in respect to any or of all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a 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 Requesting Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration3.1.

Request for Registration. Subject to the provisions of subsection 2.1.4 2.2.4 hereof and Section 2.4 hereof, at any time and from time to time on or after the date provided that the Company consummates does not have an effective Registration Statement pursuant to subsection 2.1 outstanding covering the Business CombinationRegistrable Securities, (i) the Holders of at least a majority majority-in-interest of the then-then outstanding number of Registrable Securities held by the Hyperfine Holders or (ii) the Representative or its designees or Permitted Transferees Sponsor Group Holders (the “Demanding Holders”) ), in each case, may make a written demand for Registration of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the 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. Under no circumstances shall the Company be obligated to effect more than (i) one Demand Registration under this subsection 2.2.1 at the request of one or more Sponsor Group Holders or (ii) an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 2.2.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at Registration Statement with respect to such time (“Form S-1”) 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 Requesting Holders in and the Demanding Holders on such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) the Holders (other than Cantor and its permitted designees) of at least a majority in interest of the then-outstanding number of Registrable Securities or (ii) the Representative or Cantor and its permitted designees or Permitted Transferees (the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, 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, within ten five (105) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, Securities including one (1) Demand Registration on behalf of the Representative or Cantor and its designees or Permitted Transfereesdesignees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to (a) Commencing on the provisions of subsection 2.1.4 and Section 2.4 date hereof, at any time and from time Holder or Holders of Registrable Shares shall have the right to time on or after the date require the Company consummates to file a registration statement on Form F-1 or F-3 or any similar or successor to such forms under the Business Combination, (i) the Holders of at least Securities Act for a majority of the then-outstanding number of Registrable Securities or (ii) the Representative or its designees or Permitted Transferees (the “Demanding Holders”) may make a written demand for Registration public offering of all (but not part) of its or part of their Registrable Securities, 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 Shares (such written demand a “Demand Registration”), by delivering to the Company written notice stating that such right is being exercised, naming, if applicable, the Holders whose Registrable Shares are to be included in such registration (collectively, the “Demanding Shareholders”), specifying the number of each such Demanding Shareholder’s Registrable Shares to be included in such registration and, subject to Section 2.1.3 hereof, describing the intended method of distribution thereof (a “Demand Request”). The Company shall, within ten (10) days of the Company’s receipt of 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 IPO Registration pursuant to Statement shall not constitute a Demand Registration for any purpose under this Agreement. (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registrationb) Subject to Section 2.1.6, 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. Upon receipt by the Company shall file the registration statement in respect of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after practicable following the Company’s receipt expiration of the period within which Holders electing to include their Registrable Shares in such Demand RegistrationRegistration are required to provide notice to such effect pursuant to Section 2.1.4 (the date on which it first becomes so practicable make such filing following the expiration of such period, the Registration of all Registrable Securities requested “Required Filing Date”) and shall use reasonable best efforts to cause the same to be declared effective by the Demanding Holders and Requesting Holders pursuant to SEC as promptly as practicable after such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transfereesfiling; provided, however, that a Registration the Company shall not be counted for such purposes unless obligated to file a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”in respect of a Demand Registration pursuant to Section 2.1.1(a) has become effective and all of unless the Registrable Securities requested Shares subject to such Demand Request, plus any Registrable Shares elected by the Requesting Holders to be registered on behalf included in such Demand Registration pursuant to Section 2.1.4, have an aggregate market value that is equal to at least $50 million as of the Requesting date of the expiration of the period within which Holders are required to elect to include their Registrable Shares in such Form S-1 Demand Registration pursuant to Section 2.1.4. The Company shall have been sold, the right to include Shares to be offered and sold by it in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a primary offering in any Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereofIf, at any time and from time to time on or after the date hereof, the Company consummates shall receive from the Business CombinationRequisite Holders a written request that the Company effect the registration under the Securities Act of the resale of Registrable Securities held by such Requisite Holders (a "Demand Registration"), then the Company shall: (i) the Holders of at least a majority promptly give written notice of the then-outstanding number of Registrable Securities or proposed registration to all other Holders; (ii) the Representative or use its designees or Permitted Transferees (the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities best efforts to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register, together with all or such portion of the Registrable Securities of any Holders joining in such request as are specified in a written request received by the Company within 20 days immediately after the Company’s receipt of Company mails such written notice in accordance with the Demand Registration, registration procedures set forth in Section 6 hereof and to keep effective for 120 days after the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transfereeseffective date; provided, however, that a Registration the Company shall not be counted obligated to take any action to effect any such registration under the Securities Act: (A) after the Company has effected four such registrations pursuant to this Section 2 which has been declared or ordered effective and pursuant to which securities have been sold; or (B) If less than the Requisite Securities are requested to be included in the registration. (iii) the Holder shall be entitled to make a request for such purposes unless a Form S-1 or any similar long-form shelf registration pursuant to Rule 415 of the Securities Act, which request may be for a shelf registration of not more than 12 month duration. This shall count as one demand right under Section 2(a)(ii)(A). Subject to the foregoing clauses 2(a)(ii)(A), 2(a)(ii)(B) and 2(a)(iii) the Company shall file a registration statement that may be available at such time (“Form S-1”) has become effective and all of covering the Registrable Securities so requested by the Requesting Holders to be registered on behalf as soon as practicable, and in any event within 90 days, after receipt of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 request or requests of this Agreementthe Requisite Holders; provided, furtherhowever, that an Underwritten Shelf Takedown if the Company shall within five days of such demand furnish to such Holder a certificate signed by the president of the Company stating that in the good faith judgment of the board of directors of the Company, it would be detrimental to the Company or its shareholders for such registration statement to be filed on or before the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a reasonable period not count to exceed 90 days from receipt of such Holder's request. The Company's right to delay such registration as a Demand Registrationset forth in the previous sentence may only be exercised one time during any twelve month period.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the initial Business Combination, (i) the Holders of at least a majority majority-in-interest of the then-outstanding number of Registrable Securities or (ii) the Representative or its designees or Permitted Transferees (the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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 ten (510) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, 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 immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the initial Business Combination, (i) the Sponsor or the Holders of at least a majority in interest of the then-then outstanding number of Registrable Securities (the Sponsor or (ii) such Holders, as the Representative or its designees or Permitted Transferees (case may be, the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, 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 five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 this Section 2.1.1 and Section 2.4 hereof2.2.4, at any time and from time to time on or after the date the Company consummates the Business CombinationClosing, either (i) the Holders of at least Investors holding a majority majority-in-interest of the then-outstanding number of Registrable Securities then issued and outstanding, or (ii) the Representative holders of a majority-in-interest of the Registrable Securities held by the Sponsor Group or its designees affiliates or Permitted Transferees (the “Demanding Holders”) transferees, may make a written demand for Registration registration under the Securities Act of all or part of their Registrable Securities, which written Securities (a “Demand Registration”). Any demand for a Demand Registration shall describe specify the amount and type number of securities Registrable 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, within ten (1030) days of the Company’s following receipt of the 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.1.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. Under no circumstances The Company shall the Company not be obligated to effect more than an aggregate of three four (34) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities. Notwithstanding anything in this Section 2.1 to the contrary, the Company shall not be obligated to effect a Demand Registration, (i) if a Piggy-Back Registration had been available to the Demanding Holder(s) within the ninety (90) days preceding the date of request for the Demand Registration, (ii) within sixty (60) days after the effective date of a previous registration effected with respect to the Registrable Securities pursuant to a this Section 2.1, or (iii) 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 under would cause the Company to breach a “lock-up” or similar provision contained in the underwriting agreement for such offering. For the avoidance of doubt, each of (a) the Investors holding a majority-in-interest of the Registrable Securities then issued and outstanding, and (b) the holders of a majority-in-interest of the Registrable Securities held by the Sponsor Group or its affiliates or transferees, are permitted to exercise one Demand Registration pursuant to this subsection Section 2.1.1 with respect to any or all their respective Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at At any time and from time to time on or after the date expiration of the Company consummates lock-up period provided for in this Agreement to which an Investor’s shares are subject, provided compliance by the Business CombinationInvestors with Section 3.5, and provided further there is not an effective Resale Shelf Registration Statement available for the resale of the Registrable Securities pursuant to Section 2.1, (i) the Holders of at least a majority of the then-outstanding number of Registrable Securities Sponsor or (ii) the Representative or its designees or Company Investors and their Permitted Transferees (who collectively hold 5% of the “Demanding Holders”) Registrable Securities, as the case may be, may make a written demand for Registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form F-1 or S-1 or any similar long-form Registration or, which written if then available, on Form F-3 or S-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as a “Demand Registration”. Any demand for a Demand Registration shall describe specify the amount and type number of securities shares of Registrable 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 shallTopCo will, within ten (10) days of the CompanyTopCo’s receipt of the Demand Registration, notify, in writing, 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, TopCo within five fifteen (515) days after the receipt by the Holder holder of the notice from the CompanyTopCo. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.2.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. Under no circumstances TopCo shall the Company not be obligated to effect effect: (a) more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration during any six-month period; (b) any Demand Registration at any time there is an effective Resale Shelf Registration Statement on behalf file with the Commission pursuant to Section 2.1; (c) more than three (3) Underwritten Demand Registrations in respect of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 held by the Requesting Holders to be registered on behalf Sponsor; or (d) more than three (3) Underwritten Demand Registrations in respect of the Requesting Holders all Registrable Securities held by Company Investors in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registrationany 24-month period.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at At any time and from time to time on or after the date Closing, the Company consummates the Business Combination, (i) the Holders holders of at least a majority of the thenmajority-outstanding number in-interest of Registrable Securities then issued and outstanding held by the Investors or (ii) the Representative or its designees or Permitted Transferees (transferees of the “Demanding Holders”) Investors, may make a written demand for Registration registration under the Securities Act of all or part of their Registrable Securities, which written Securities (a “Demand Registration”). Any demand for a Demand Registration shall describe specify the amount and type number of securities Registrable 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, within ten (10) days of the Company’s receipt of the Demand Registration, Pubco will notify, in writing, all other Holders holders of Registrable Securities of the demand within fifteen (15) calendar days of Pubco’s receipt of such demand, and each Holder holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s his, her or its Registrable Securities in a Registration pursuant to a the Demand Registration (each such Holder that includes all or a portion of such Holder’s holder including Registrable Securities in such Registrationregistration, including the holder(s) making the initial demand, a “Requesting Demanding Holder”) shall so notify the CompanyPubco, in writing, within five fifteen (515) calendar days after the receipt by the Holder holder of the notice from the CompanyPubco. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Sections 2.1.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. Under no circumstances Pubco shall the Company not be obligated to effect more than an aggregate of three (3) Demand Registrations pursuant under this Section 2.1.1 in respect of all Registrable Securities. Notwithstanding anything in this Section 2.1 to the contrary, Pubco shall not be obligated to effect a Demand Registration, (i) if a Piggy-Back Registration under this subsection 2.1.1 had been available to the Demanding Holder(s) within the one hundred twenty (120) calendar days preceding the date of request for the Demand Registration, (ii) within sixty (60) calendar days after the effective date of a previous registration effected with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 pursuant this Section 2.1, or (iii) during any period (not to exceed one hundred eighty (180) calendar days) following the Requesting Holders to be registered on behalf closing of the Requesting Holders completion of an offering of securities by Pubco if such Demand Registration would cause Pubco to breach a “lock-up” or similar provision contained in the underwriting agreement for such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registrationoffering.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereofAt any time, at any time and from time to time on or after the date the Company consummates the Business CombinationMerger Effective Time, if any, (i) the SPAC Holders of who hold at least a majority fifteen per cent (15%) of the then-outstanding number of Registrable Securities held by all SPAC Holders or (ii) Company Holders who hold US$20 million of the Representative or its designees or Permitted Transferees (Registrable Securities held by all Company Holders, as the “Demanding Holders”) case may be, may make a written demand for Registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form F-1 or any similar, which written long-form Registration or, if then available, on Form F-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as a “Demand Registration”. Any demand for a Demand Registration shall describe specify the amount and type number of securities shares of Registrable 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 shallCayCo will, within ten five (105) days of the Company’s its receipt of the Demand Registration, notify, in writing, notify all other Holders 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, CayCo within five (5) days after the receipt by the Holder holder of the notice from the CompanyCayCo. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.2.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. Under no circumstances CayCo shall the Company not be obligated to effect effect: (a) more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration during any six (6)-month period; (b) any Demand Registration at any time there is an effective Resale Shelf Registration Statement on behalf file with the Commission pursuant to Section 2.1; (c) more than four (4) Underwritten Demand Registrations in respect of all Registrable Securities held by the SPAC Holders, provided that if the Registrable Securities sought to be included in the Registration pursuant to this Section 2.2.1 are not fully included in such Registration for any reason other than solely due to the action or inaction of the Representative or its designees or Permitted Transferees; providedHolders including Registrable Securities in such Registration, however, that a such Registration shall not be counted for such purposes unless a Form S-1 deemed to constitute one of the Registration rights granted pursuant to this Section 2.2.1 or any similar long-form registration statement (d) more than four (4) Underwritten Demand Registrations in respect of all Registrable Securities held by the Holders, provided that may be available at such time (“Form S-1”) has become effective and all of if the Registrable Securities requested by the Requesting Holders sought to be registered on behalf included in the Registration pursuant to this Section 2.2.1 are not fully included in such Registration for any reason other than solely due to the action or inaction of the Requesting Holders Holders, including Registrable Securities, in such Form S-1 Registration, then such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registrationbe deemed to constitute one of the Registration rights granted pursuant to this Section 2.2.1.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the initial Business Combination, (i) the Holders of at least a majority thirty percent (30%) in interest of the then-then outstanding number of Registrable Securities or (ii) the Representative or Cantor and/or its designees or Permitted Transferees (the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company), 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 effect, 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 five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or Cantor and/or its designees or Permitted Transfereesdesignees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) the Holders of at least a majority fifteen percent (15%) of the then-outstanding number of Registrable Securities or (ii) the Representative or its designees or Permitted Transferees (the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at At any time and from time to time on or after the date Triggering Date, the Company consummates holders of a majority-in-interest of all the Business Combination, outstanding Registrable Securities held by any of (i) the Holders of at least a majority HL Investors, EBC, and the EBC Designees in respect of the then-outstanding number of Registrable Securities or held by them, (ii) the Representative Fusion Fuel Shareholders in respect of the Registrable Securities held by them, or its designees (iii) the Directors in respect of the Registrable Securities held by them, as the case may be (but not including Escrow Shares to the extent the Release Date has not occurred, the Fusion Fuel Securities to the extent the Lockup Expiration Date has not occurred, the Director Shares to the extent any contractual transfer restrictions other than restrictions imposed by securities laws have not lapsed, or Permitted Transferees (the “Demanding Holders”) UPO Shares, which are covered by Section 2.1.2), may make a written demand for Registration registration under the Securities Act of all or part of their Registrable Securities, which written Securities (a “Demand Registration”). Any demand for a Demand Registration shall describe specify the amount type and type number of securities Registrable 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, within Within ten (10) days of the CompanyParent’s receipt of the Demand Registration, notify, in writing, Parent will notify all other Holders holders of Registrable Securities of such demandthe demand (including the holders of the UPO Shares), 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 for which the applicable Triggering Date has passed (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, Parent within five ten (510) days after the receipt by the Holder holder of the notice from the CompanyParent. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.1.5 and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. Under no circumstances Parent shall the Company not be obligated to effect more than an aggregate of three two (32) Demand Registrations pursuant to a Demand Registration under this subsection Section 2.1.1 with in respect to any or of all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at At any time and from time to time on or after the date the Company consummates the Business CombinationClosing, (i) the Holders of at least Investors holding a majority majority-in-interest of the then-Registrable Securities then issued and outstanding (for the avoidance of any doubt, throughout this Agreement, such determination is based on the number of Registrable Securities or (ii) held by the Representative or its designees or Permitted Transferees (Investors and not the “Demanding Holders”) voting rights of those Registrable Securities), may make a written demand for Registration registration under the Securities Act of all or part of their Registrable Securities, which written Securities (a “Demand Registration”). Any demand for a Demand Registration shall describe specify the amount and type number of securities Registrable Securities proposed to be included in such Registration sold and the intended method(s) of distribution thereof thereof. Within fifteen (such written demand a “Demand Registration”). The Company shall, within ten (1015) calendar days of the Company’s following receipt of the any request for a Demand Registration, Pubco will notify, in writing, 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 CompanyPubco, in writing, within five fifteen (515) calendar days after the receipt by the Holder Investor of the notice from the CompanyPubco. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.1.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. Under no circumstances Pubco shall the Company not be obligated to effect more than an aggregate of three (3) Demand Registrations pursuant under this Section 2.1.1 in respect of all Registrable Securities. Notwithstanding anything in this Section 2.1 to the contrary, Pubco shall not be obligated to effect a Demand Registration, (i) if a Piggy-Back Registration under this subsection 2.1.1 had been available to the Demanding Holder(s) within the one hundred twenty (120) calendar days preceding the date of request for the Demand Registration, (ii) within sixty (60) calendar days after the effective date of a previous registration effected with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 pursuant this Section 2.1, or (iii) during any period (not to exceed one hundred eighty (180) calendar days) following the Requesting Holders to be registered on behalf closing of the Requesting Holders completion of an offering of securities by Pubco if such Demand Registration would cause Pubco to breach a “lock-up” or similar provision contained in the underwriting agreement for such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registrationoffering.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at At any time and from time to time on or after the date expiration of any lock-up to which an Investor’s shares are subject, if any, provided compliance by the Company consummates Investors with Section 3.4, and provided further there is not an effective Resale Shelf Registration Statement available for the Business Combinationresale of all of the Registrable Securities pursuant to Section 2.1 (and subject to the right of holders to effect Underwritten Takedowns under Section 2.1), (i) the Holders of at least CPUH Investors who hold a majority of the then-outstanding number of Registrable Securities held by all CPUH Investors or (ii) Allurion Investors who hold either a majority of the Representative or its designees or Permitted Transferees (the “Demanding Holders”) Registrable Securities held by all Allurion Investors, may make a written demand for Registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form S-1 or any similar long-form Registration or, which written if then available, on Form S-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as a “Demand Registration”. Any demand for a Demand Registration shall describe specify the amount and type number of securities shares of Registrable 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 shallwill, within ten five (105) days of the Company’s receipt of the Demand RegistrationBusiness Days after receiving such demand, notify, in writing, 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 (5) days Business Days after the receipt by the Holder holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.2.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. Under no circumstances The Company shall the Company not be obligated to effect effect: (a) more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration during any twelve-month period (not including any Underwritten Takedown); (b) any Demand Registration at any time there is an effective Resale Shelf Registration Statement on behalf file with the Commission pursuant to Section 2.1 that is not subject to a reduction of registered shares under Section 2.1.4 (and subject to the Representative obligation to effect Underwritten Takedowns as set forth in Section 2.1); or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”c) has become effective and more than two (2) Underwritten Demand Registrations in respect of all of the Registrable Securities requested held by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand RegistrationInvestors.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after 180 days after the date the Company consummates the Business CombinationProspectus Date, (i) the Holders of at least a majority twenty per cent (20%) of the then-outstanding number of Registrable Securities or (ii) the Representative or its designees or Permitted Transferees (the “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, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities or (ii) Cantor, the Representative or its other underwriters in the Offering and/or their designees or Permitted Transferees (the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of Cantor, the Representative or its designees or Permitted Transfereesother underwriters in the Offering and/or their designees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 subsections 2.2.4 and 2.2.5 and Section 2.4 3.4 hereof, at any time and from time to time on or after the date provided that the Company consummates the Business Combinationdoes not have an effective Registration Statement pursuant to subsection 2.1.1, (i) the Holders of at least a majority outstanding covering all of the thenRegistrable Securities, following the expiration of the Founder Shares Lock-outstanding number of Registrable Securities up Period, the Initial Sponsor Shares Lock-up Period, the Final Sponsor Shares Lock-up Period, the Private Placement Lock-up Period or (ii) any other applicable lock-up period, as the Representative or its designees or Permitted Transferees (the “case may be, a Demanding Holders”) Holder may make a written demand for Registration of all or part of their Registrable Securities, 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 Subject to the MNPI Provisions, the Company shall, within ten (10) five days of the Company’s receipt of the 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. 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 effect, as soon thereafter as practicable, but not more than forty five (45) 60 days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration by the Existing Holders and an aggregate of three Registrations pursuant to a Demand Registration by the New Holders under this subsection 2.1.1 with respect to any or all Registrable Securities. Notwithstanding the foregoing, including one (1i) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration Company shall not be counted for required to give effect to a Demand Registration from a Demanding Holder if the Company has registered Registrable Securities pursuant to a Demand Registration (which has become effective) from such purposes unless a Form S-1 or Demanding Holder in the preceding 120 days, and (ii) the Company’s obligations with respect to any similar long-form Demand Registration shall be deemed satisfied so long as the Registration Statement filed pursuant to subsection 2.1.1 includes all of such Demanding Holder’s Registrable Securities and is effective. The registration statement that may be effecting such Demand Registration shall provide for the sale or resale pursuant to any method or combination of methods legally available at such time (to, and requested by, the Holders and shall include a customary “Form S-1”) has become effective and plan of distribution” permitting all lawful means of disposition of the Registrable Securities requested by the Requesting Holders Holders, including block sales, agented transactions, sales directly into the market, distribution to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been soldaffiliates, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registrationpartners or equityholders and other customary provisions.

Request for Registration. Subject to the provisions of subsection 2.1.4 2.2.4 hereof and Section 2.4 hereof, at any time and from time to time on or after the date provided that the Company consummates does not have an effective Registration Statement pursuant to subsection 2.1.1 outstanding covering Registrable Securities, following the Business Combinationexpiration of the applicable Lock-Up Period, (ia) the Existing Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Existing Holders or (iib) the Representative or its designees or Permitted Transferees New Holders of at least a majority-in-interest of the then-outstanding number of Registrable Securities held by the New Holders (the “Demanding Holders”) ), in each case, may make a written demand for Registration of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five sixty (4560) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than (x) an aggregate of three (3) Registrations pursuant to a Demand Registration by the Existing Holders under this subsection 2.1.1 2.2.1 with respect to any or all Registrable Securities, including one Securities held by such Existing Holders and (1y) an aggregate of three (3) Registrations pursuant to a Demand Registration on behalf of by the Representative New Holders under this subsection 2.2.1 with respect to any or its designees or Permitted Transferees; providedall Registrable Securities held by such New Holders. Notwithstanding the foregoing, however, that a Registration (i) the Company shall not be counted for required to give effect to a Demand Registration from a Demanding Holder if the Company has registered Registrable Securities pursuant to a Demand Registration from such purposes unless a Form S-1 Demanding Holder in the preceding one hundred and eighty (180) days, or (ii) the Company’s obligations with respect to any similar long-form registration statement that may Demand Registration shall be available at such time (“Form S-1”) has become effective and deemed satisfied so long as the Registration Statement filed pursuant to subsection 2.1.1 includes all of the such Demanding Holder’s Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registrationand is effective.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) the Holders of at least a majority fifteen percent (15%) of the then-outstanding number of Registrable Securities or and (ii) the Representative Cantor or its designees or Permitted Transferees (collectively, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the 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. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative Cantor or its designees or Permitted Transfereesdesignees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the initial Business Combination, Combination (i) Xxxxx Investments and Xxxxx-Xxxxxx or (ii) the 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 (ii) such Holders, as the Representative or its designees or Permitted Transferees (case may be, the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, 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 five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; 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 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereofIf, at any time and from time to time on or after the date November 10, 2000, the Company consummates shall receive from the Business CombinationRequisite Holders a written request that the Company effect the registration under the Securities Act of the resale of Registrable Securities held by such Requisite Holders (a "Demand Registration"), then the Company shall: (i) the Holders of at least a majority promptly give written notice of the then-outstanding number of Registrable Securities or proposed registration to all other Holders; (ii) the Representative or use its designees or Permitted Transferees (the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities best efforts to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register, together with all or such portion of the Registrable Securities of any Holders joining in such request as are specified in a written request received by the Company within 20 days immediately after the Company’s receipt of Company mails such written notice in accordance with the Demand Registration, registration procedures set forth in Section 6 hereof and to keep effective for 120 days after the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transfereeseffective date; provided, however, that a Registration the Company shall not be counted obligated to take any action to effect any such registration under the Securities Act: (A) after the Company has effected three such registrations pursuant to this Section 2 which have been declared or ordered effective and pursuant to which securities have been sold; or (B) If less than the Requisite Securities are requested to be included in the registration. (iii) the Holder shall be entitled to make a request for such purposes unless one shelf registration pursuant to Rule 415 of the Securities Act, which request may be for a Form S-1 or any similar long-form shelf registration of not more than 12 month duration. This shall count as one Demand Registration under Section 2(a)(ii)(A). Subject to the foregoing clauses 2(a)(ii)(A), 2(a)(ii)(B) and 2(a)(iii) the Company shall file a registration statement that may be available at such time (“Form S-1”) has become effective and all of covering the Registrable Securities so requested by the Requesting Holders to be registered on behalf as soon as practicable, and in any event within 90 days, after receipt of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 request or requests of this Agreementthe Requisite Holders; provided, furtherhowever, that an Underwritten Shelf Takedown if the Company shall within five days of such demand furnish to such Holder a certificate signed by the president of the Company stating that in the good faith judgment of the board of directors of the Company, it would be detrimental to the Company or its shareholders for such registration statement to be filed on or before the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a reasonable period not count to exceed 90 days from receipt of such Holder's request. The Company's right to delay such registration as a Demand Registrationset forth in the previous sentence may only be exercised one time during any twelve month period.

Request for Registration. Subject to the provisions of subsection 2.1.4 2.2.5 and Section Sections 2.4 hereof, at any time and from time to time on or after the date 3.4 hereof and provided that the Company consummates the Business Combinationdoes not have an effective Registration Statement pursuant to subsection 2.1.1 or subsection 2.1.2 covering Registrable Securities, (ia) the Holders of at least a majority of the then-outstanding number of Registrable Securities or Thunder Bridge Sponsor and (iib) the Representative or its designees or Permitted Transferees (the “Demanding Holders”) Monex, may make a written demand for Registration of all or part of their Registrable Securities on (i) Form 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 F-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 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 ten fifteen (1015) days of following the Company’s receipt of the 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. 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the DR Demanding Holders and DR Requesting Holders pursuant to such Demand Registration. Under no circumstances The Company shall the Company not be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration or a Shelf Underwritten Offering initiated by the Sponsor Parties under subsection 2.1.3 or this subsection 2.1.1 2.2.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement Registration Statement that may be available at such time (“Form S-1”) 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 Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereofAt any time, at any time and from time to time on or time, after the date expiration of any lock-up period to which the Company consummates Holders may be subject, when an effective Resale Shelf Registration Statement is on file with the Business Combination, Commission: (a) (i) Holders of at least 15% in interest of the then outstanding number of Registrable Securities held collectively by the SPAC Holders (“Demanding SPAC Holders”) or (ii) Holders of at least a majority in interest of the then-then outstanding number of Registrable Securities or held collectively by the Company Holders (ii) “Demanding Company Holders” and, together with the Representative or its designees or Permitted Transferees (Demanding SPAC Holders, the “Demanding Holders” and each a “Demanding Holder”), as the case may be, may request to sell all or any portion of their Registrable Securities in an Underwritten Takedown and (b) to the extent Domesticated SPAC is not eligible to use a Registration Statement on Form S-3 after twelve months after the date of this Agreement, the Demanding Holders may make require Domesticated SPAC to file a written demand for Registration on Form S-1 to effect an underwritten offering or other coordinated offering of all or part any portion of their Registrable SecuritiesSecurities (“Underwritten Demand Registration” and, which written demand together with an Underwritten Takedown, a “Demand Registration”); provided in each case that Domesticated SPAC shall describe the amount and type of securities only be obligated to effect an underwritten offering if such offering shall include Registrable Securities proposed to be included sold by the Demanding Holder(s) with a total offering price reasonably expected to exceed, in such the aggregate, $40 million (the “Minimum Takedown Threshold”). The SPAC Holders, on the one hand, and the Company Holders, on the other hand, may each demand not more than two (2) Demand Registrations pursuant to this Section 2.2.1 in any 12-month period. Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof (such written demand a “Demand Registration”)thereof. The Company shallDomesticated SPAC will, within ten five (105) days of the Company’s its receipt of the Demand Registration, notify, in writing, notify all other Holders 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 of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, Domesticated SPAC within five (5) days after the receipt by the Holder holder of the notice from the Company. Upon receipt by the Company of Domesticated SPAC and, upon any such written notification from a Requesting Holder(s) to the Companyrequest, such Requesting Holder(s) shall be deemed Demanding Holders and shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.2.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. Under no circumstances Domesticated SPAC shall the Company not be obligated to effect effect: (a) any Demand Registration at any time there is an effective Resale Shelf Registration Statement on file with the Commission pursuant to Section 2.1, (b) more than an aggregate of three two Underwritten Takedowns in any twelve-month period, (3c) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including more than one (1) Underwritten Demand Registration on behalf during any twelve-month period, (d) more than two Underwritten Demand Registrations at the request of Demanding SPAC Holders, or (e) more than two Underwritten Demand Registrations at the request of Demanding Company Holders, provided that if the Registrable Securities sought to be included in the Registration pursuant to this Section 2.2.1 are not fully included in such Registration for any reason other than solely due to the action or inaction of the Representative or its designees or Permitted Transferees; providedHolders including Registrable Securities in such Registration, however, that a such Registration shall not be counted for such purposes unless a Form S-1 deemed to constitute an Underwritten Demand Registration pursuant to this 2.2.1. Notwithstanding anything to the contrary contained in this Agreement, in no event shall any Holder or any similar longtransferee thereof request an underwritten offering during any lock-form registration statement that may be available at up period applicable to 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand RegistrationPerson.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at At any time and from time to time on or after the date 180th day following the Company consummates Closing Date the Business Combination, (i) the Holders holders of at least a majority 40% of the then-outstanding number of Registrable Securities or (ii) held by the Representative or its designees or Permitted Transferees (the “Demanding Holders”) Holders may make a three written demand requests of the Company for Registration registration with the SEC, under and in accordance with the provisions of the Securities Act, of all or part (but not less than one million (1,000,000) shares of Registrable Securities) of their Registrable Securities, 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 Securities (such written demand a “Demand Registration”) by giving written notice to the Company of such demand (a “Demand Notice”), provided that the Company shall be required to effect only one Demand Registration during any six-month period. Each such Demand Notice will specify the number of Registrable Securities proposed to be sold pursuant to such Demand Registration and will also specify the intended method of disposition thereof. The Company shallshall give written notice, of any Demand Notice by any Holder, which request complies with this Section 2.1(a), within ten (10) days of the Company’s receipt of 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) 5 days after the receipt by the thereof, to each Holder who did not initially join in such request. Within 10 days after receipt of the notice from the Company. Upon receipt by such notice, any such Holder may request in writing that its Registrable Securities be included in such registration, and the Company shall include in the Demand Registration the Registrable Securities of each such Holder requested to be so included, subject to the provisions of Section 2.1(e). Each such request shall specify the number of shares of Registrable Securities proposed to be sold and the intended method of disposition thereof. Promptly after receipt of any Demand Notice, but in no event later than 60 days after receipt of such written notification from Demand Notice, the Company shall file a Requesting Holder(s) Registration Statement with the SEC with respect to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a the Demand Notice and shall use its reasonable best efforts to have such Registration pursuant to a Demand Registration and the Company shall effect, Statement declared effective as soon thereafter promptly as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that the Company may postpone the filing of such Registration Statement for a Registration period of up to 90 days (the “Deferral Period”) if the Board of Directors reasonably determines that (i) such a filing would adversely affect any proposed financing, acquisition, divestiture or other material transaction by the Company or (ii) such a filing would otherwise represent an undue hardship for the Company. The Company shall not be counted entitled to request more than one such deferral (two in the case of events of the type described in clause (i) above) with respect to any Demand Registration within any 365-day period. If the Company does elect to defer any such Demand Registration, the Holders requesting such Demand Registration may, at their election by written notice to the Company, (i) confirm their request to proceed with such Demand Registration upon the expiration of the Deferral Period or (ii) withdraw their request for such Demand Registration in which case no such request for a Demand Registration shall be deemed to have occurred for purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) the Holders of at least a majority of the then-outstanding number of Registrable Securities or (ii) the Representative Representatives or its their designees or Permitted Transferees (the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative Representatives or its their designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 2.2.4 and Section 2.4 hereof3.4, at any time and from time to time on or after following the date the Company consummates the Business CombinationClosing, (i) the Holders of at least a majority of the then-outstanding number of Registrable Securities or (ii) the Representative or its designees or Permitted Transferees (the “any Demanding Holders”) Holder may make a written demand for Registration of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not in no event more than forty five thirty (4530) calendar days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than (i) an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration 2.2.1 in the aggregate on behalf of the Representative or its designees or Permitted Transferees; provided, however, that Sponsor and the Xxxx Insiders and (ii) an aggregate of three (3) Registrations pursuant to a Demand Registration shall not be counted for such purposes unless a 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 under this subsection 2.2.1 on behalf of the Requesting Holders in such Form S-1 Registration have been soldNKGen Insiders, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown and the Company shall not count as a be obligated to effect more than an aggregate of two (2) Demand RegistrationRegistrations in any twelve-month period.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the initial Business CombinationCombination (i) the Sponsor, (iii) the 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 the Sponsor and its Permitted Transferees) or (iiiii) the Representative Holders of a majority in interest of the Underwriter Warrants (the Sponsor or its designees or Permitted Transferees (such Holders, as the case may be, the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, 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 five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at At any time and from time to time on or after the date the Company consummates the Business Combination, Release Date with respect to (i) the Holders of at least a majority of Insider Warrants (or Ordinary Shares underlying the then-outstanding number of Registrable Securities or Insider Warrants), (ii) the Representative Insider Shares and (iii) New Sponsor Warrants (or its designees Ordinary Shares underlying the New Sponsor Warrants), the holders of a majority-in-interest of the (a) Insider Warrants (or Permitted Transferees Ordinary Shares underlying the Insider Warrants) (b) Insider Shares and (c) the “Demanding Holders”) New Sponsor Warrants (or Ordinary Shares underlying the New Sponsor Warrants), as a class, may each make a written demand for Registration registration under the Securities Act of all or part of their such Registrable Securities, which written Securities (a “Demand Registration”). Any demand for a Demand Registration shall describe specify the amount type and type number of securities such Registrable 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, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, will then notify all other Holders holders of Registrable Securities 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, in writing, Company of the number and type of Registrable Securities for which registration is requested within five fifteen (515) calendar days after of the receipt by the Holder holder of the such notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.1.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. Under no circumstances The Company shall the Company not be obligated to effect more than an aggregate of three (3) Demand Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any (a) the Insider Warrants (or all Registrable SecuritiesOrdinary Shares underlying the Insider Warrants), including one (1b) Demand Registration on behalf of the Representative Insider Shares or its designees (c) the New Sponsor Warrants (or Permitted Transferees; providedOrdinary Shares underlying the New Sponsor Warrants), however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time combination of (“Form S-1”a), (b) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been soldor (c), in accordance with under this Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration2.1.1.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) the Holders of at least a majority fifteen percent (15%) of the then-outstanding number of Registrable Securities or (ii) the Representative or its designees or Permitted Transferees (the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative Cantor or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at At any time and from time to time on or after the date expiration of any lock-up to which an Investor’s shares are subject, if any, provided compliance by the Company consummates Investors with Section 3.4, and provided further there is not an effective Resale Shelf Registration Statement available for the Business Combinationresale of all of the Registrable Securities pursuant to Section 2.1 (and subject to the right of holders to effect Underwritten Takedowns under Section 2.1), (i) the Holders of at least SPAC Investors who hold a majority of the then-outstanding number of Registrable Securities held by all SPAC Investors or (ii) CERo Investors who hold a majority of the Representative or its designees or Permitted Transferees (the “Demanding Holders”) Registrable Securities held by all CERo Investors, may make a written demand for Registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form S-l or any similar long-form Registration or, which written if then available, on Form S-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as a “Demand Registration.” Any demand for a Demand Registration shall describe specify the amount and type number of securities shares of Registrable 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 shallwill within five (5) Business Days after receiving such demand, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, 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 (5) days Business Days after the receipt by the Holder holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.2.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect (a) more than two (2) Demand Registration during any twelve-month period (not including any Underwritten Takedown); (b) any Demand Registration at any time there is an effective Resale Shelf Registration Statement on file with the Commission pursuant to Section 2.1 that is not subject to a reduction of registered shares under Section 2.1.4 (and subject to the obligation to effect Underwritten Takedowns as set forth in Section 2.1); or (c) more than three (3) Underwritten Demand Registrations in respect of all Registrable Securities requested held by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand RegistrationSPAC Investors.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at At any time and from time to time on or after the date the Company consummates the Business Combinationexpiration of a lock-up to which such shares are subject, if any, (i) the Holders of at least SPAC Investors who hold a majority in interest of the then-outstanding number of Registrable Securities held by all SPAC Investors or (ii) the Representative or its designees or Permitted Transferees (Company Investors who hold US$50,000,000 of the “Demanding Holders”) Registrable Securities held by all the Company Investors, as the case may be, may make a written demand for Registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form F-3 (or, which written demand shall describe the amount and type of securities if Form F-3 is not available to be included in used by PubCo at such time, on Form F-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Holders). Each registration requested pursuant to 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 proposed to be sold and the intended method(s) of distribution thereof (such written demand a “Demand Registration”)thereof. The Company shall, within ten (10) days PubCo will notify all Investors that are Holders of the Company’s receipt of 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 the Demand Registration (each such Holder that includes all or a portion including shares of such Holder’s Registrable Securities in such Registrationregistration, a “Requesting Demanding Holder”) shall so notify the Company, in writing, PubCo within five fifteen (515) days after the receipt by the Holder of the notice from the CompanyPubCo. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.2.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. Under no circumstances PubCo shall the Company not be obligated to effect effect: (a) more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration during any six-month period; (b) any Demand Registration at any time there is an effective Resale Shelf Registration Statement on behalf file with the Commission pursuant to Section 2.1; (c) more than two (2) Underwritten Demand Registrations in respect of all Registrable Securities held by the SPAC Investors, each of which will also count as an Underwritten Takedown of the Representative SPAC Investors under Section 2.1.5(c)(ii); or its designees or Permitted Transferees; provided(d) more than two (2) Underwritten Demand Registrations in respect of all Registrable Securities held by the Company Investors, however, that a Registration shall not be counted for such purposes unless a 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 each of which will also count as an Underwritten Takedown of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Company Investors under Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration2.1.5(c)(iii).

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at At any time and from time to time on or beginning 180 days after the date the Company consummates the Business Combination, (i) the Holders of at least a majority consummation of the then-outstanding number Company's Initial Public Offering, for so long as any Holder owns any Registrable Securities, any Holder of Registrable Securities or Notes (ii) the Representative or its designees or Permitted Transferees (the “Demanding Holders”a "Demand Registrant") may make a written demand request (the "Registration Request") for registration under the Securities Act of Registrable Securities having a value (based on the average closing sale price per Common Share for 10 trading days preceding the Registration Request) of not less than $50,000,000 (or, if less, all of the Registrable Securities then held by the Holders) (a "Demand Registration"), unless otherwise agreed by the Company and the Selling Holders. Notwithstanding the foregoing, the Company shall not be required to file a registration statement pursuant to a Registration Request within 90 days of the effective date of any other registration statement filed by the Company pursuant to the Securities Act, excluding registration statements filed on Form S-4 or part S-8 (or any substitute form that may be adopted by the Commission). Any Registration Request will specify the number of their Registrable Securities, which written demand shall describe the amount and type of securities Securities proposed to be included in such Registration sold and the intended method(s) method of distribution thereof (such written demand a “Demand Registration”)disposition thereof. The Company shall, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a request: (i) two Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to on Form S-1 or any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transfereesequivalent registration form; provided, however, that a if on or before July 1, 2002, the Company is eligible to register securities on Form S-3, the Holders shall only be entitled to request one Demand Registration shall not be counted for such purposes unless a on Form S-1 or any similar longequivalent registration form and (ii) unlimited Demand Registrations on Form S-3 or any equivalent registration form (but no more than two in any twelve-form month period); and provided further, that if the NASD makes a demand to the Company for the filing of a shelf registration statement that may be available at pursuant to a contractual right of registration, then the Company shall provide notice to the Holders of such time demand by the NASD and, if requested by the Holders (“Form S-1”) has become effective and all a "Shelf Demand"), the Company shall file a shelf registration statement pursuant to Section 415 of the Securities Act covering open market sales of the Registrable Securities requested by (the Requesting Holders to "Shelf Registration"), which Shelf Registration shall be registered on behalf of the Requesting Holders in such Form S-1 considered a Demand Registration have been sold, in accordance with Section 3.1 for purposes of this Agreement; provided, further, that an Underwritten . The Holders shall be entitled to request only one Shelf Takedown shall not count as a Demand Registrationpursuant to this Agreement.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at At any time and from time to time on or after the date that is three months prior to the Company consummates the Business Combination, applicable Release Date (i) with respect to the Registrable Securities, the Holders of at least a majority majority-in-interest, on an as-converted to Common Stock basis, of the then-outstanding number of such Registrable Securities or (ii) the Representative or its designees or Permitted Transferees (the “Demanding Holders”) may make a written demand for Registration registration under the Securities Act of all or part of their Registrable Securities and (ii) with respect to the Purchase Commitment Securities, which the Holders of a majority-in-interest, on an as-converted to Common Stock basis, of such Purchase Commitment Securities may make a written demand for registration under the Securities Act of all or part of their Purchase Commitment Securities if such Purchase Commitment Securities are Registrable Securities (each such demand under subclause (i) or (ii), a “Demand Registration”); provided that any Registration Statement filed with the Commission with respect to a Demand Registration shall describe not be declared effective before the amount applicable Release Date. Any demand for a Demand Registration shall specify the class and type number of securities shares of Registrable 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, within ten (10) days will promptly notify all Holders of the Company’s receipt of 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 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 (5) 10 days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to notice, the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders subject to Sections 2.1(d) and Requesting Holders pursuant to such Demand Registration2.1(f). Under no circumstances The Company shall the Company not be obligated to effect more than an aggregate of three (3) Registrations pursuant to a one Demand Registration under this subsection 2.1.1 with respect to any or the Purchase Commitment Securities under subclause (ii) of this Section 2.1(a) and shall not be obligated to effect more than three Demand Registrations in respect of all Registrable Securities, including one Securities under subclause (1i) Demand Registration on behalf of the Representative or its designees or Permitted Transfereesthis Section 2.1(a); provided, however, that if a Demand Registration shall has not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available been made under subclause (ii) at such time as the Purchase Commitment Securities are no longer Registrable Securities, then the Company shall be obligated to effect up to four Demand Registrations under subclause (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registrationi).

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the initial Business Combination, (i) the Zxxxxx Entity and (ii) the Holders of at least a majority 20% in interest of the then-outstanding number of Registrable Securities or ((i) and (ii) the Representative or its designees or Permitted Transferees (individually and collectively, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, 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, within ten five (105) days Business Days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at At any time and from time to time on or after the date that is (i) in the case of the Private Placement Warrants (or underlying Common Stock), after the Company consummates the a Business Combination, (i) the Holders of at least a majority of the then-outstanding number of Registrable Securities Transaction or (ii) in the Representative case of the Initial Shares, three months prior to the Release Date, the holders of a majority-in-interest of such Private Placement Warrants (or its designees underlying Common Stock), Initial Shares or Permitted Transferees (other Registrable Securities, as the “Demanding Holders”) case may be, may make a written demand for Registration registration under the Securities Act of all or part of their Private Placement Warrants (or underlying Common Stock), Initial Shares or other Registrable Securities, which written as the case may be (a “Demand Registration”); provided, however that in no event shall the holders of the Underwriter Warrants (or underlying Common Stock) be permitted to exercise such Demand Registration rights more than five years after the effective date of the registration statement relating to the Company's initial public offering. Any demand for a Demand Registration shall describe specify the amount type and type number of securities Registrable 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, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, will notify all other Holders holders of Registrable Securities 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, in writing, Company within five fifteen (515) days after the receipt by the Holder holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.1.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. Under no circumstances The Company shall the Company not be obligated to effect more than 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 under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted TransfereesSection 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 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 eligible to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registrationsold under Rule 144 due to volume limitations.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof2.4, at any time and from time to time on or after the date the Company consummates the Business CombinationClosing, (i) the Holders of at least Investors holding a majority majority-in-interest of the then-outstanding number of Exchange Investor Registrable Securities then issued and outstanding, or (ii) Investors holding a majority-in-interest of the Representative or its designees or Permitted Transferees (the “Demanding Holders”) Initial Investor Registrable Securities, may make a written demand for Registration registration under the Securities Act of all or part of their Registrable Securities, which written Securities (a “Demand Registration”). Any demand for a Demand Registration shall describe specify the amount and type number of securities Registrable 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, within ten (1030) days of the Company’s following receipt of the any request for a Demand Registration, notify, in writing, Pubco 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, Pubco within five fifteen (515) days after the receipt by the Holder Investor of the notice from the CompanyPubco. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.1.4 and the Registration provisos set forth in Section 3.1.1. Pubco shall not be obligated under this Section 2.1.1 to effect more than (x) an aggregate of all two (2) Demand Registrations initiated by Investors holding Exchange Investor Registrable Securities requested or (y) an aggregate of two (2) Demand Registrations initiated by Investors holding Initial Investor Registrable Securities. Notwithstanding anything in this Section 2.1 to the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances contrary, Pubco shall the Company not be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration, (i) if a Piggy-Back Registration under this subsection 2.1.1 had been available to the Demanding Holder(s) within the one hundred twenty (120) days preceding the date of request for the Demand Registration, (ii) within sixty (60) days after the effective date of a previous registration effected with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 pursuant this Section 2.1, or (iii) during any period (not to exceed one hundred eighty (180) days) following the Requesting Holders to be registered on behalf closing of the Requesting Holders completion of an offering of securities by Pubco if such Demand Registration would cause Pubco to breach a “lock-up” or similar provision contained in the underwriting agreement for such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registrationoffering.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at At any time and from time to time on or after the date the Company consummates the Business Combination, (i) the Holders of at least date that the Company consummates a majority of Business Combination with respect to the then-outstanding number of Registrable Securities Private Placement Warrants (or underlying securities) and Working Capital Warrants (or underlying securities) or (ii) three months prior to the Representative Release Date with respect to the Founder Shares, (a) the holders of a majority-in-interest of such Founder Shares, Working Capital Warrants (or its designees underlying securities) or Permitted Transferees Private Placement Warrants (or underlying securities), as the case may be, held by such Holders or (b) MasTec (as applicable, the “Demanding HoldersHolder”) may make a written demand for Registration under the Securities Act of all or part of their Founder Shares, Working Capital Warrants (or underlying securities) or Private Placement Warrants (or underlying securities), as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities, which written demand shall describe the amount and type of securities 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, will within ten (10) 10 days of the Company’s receipt of the Demand Registration, notify, in writing, Registration notify all other Holders holders of Registrable Securities 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 of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, Company within five ten (510) days after the receipt by the Holder holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.1.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. Under no circumstances The Company shall the Company not be obligated to effect more than an aggregate of three (3i) two (2) Demand Registrations pursuant to a Demand Registration under this subsection Section 2.1.1 with respect to any or all Registrable Securities, including for Demanding Holders other than MasTec and (ii) one (1) Demand Registration under this Section 2.1.1 for MasTec. Notwithstanding anything to the contrary, EarlyBirdCapital, Inc. and its designees may only make a demand on behalf one occasion and only in the five-year period beginning on the effective date of the Representative or its designees or Permitted Transferees; 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 of filed with the Registrable Securities requested by Commission in connection with the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand RegistrationCompany’s initial public offering.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time following the Closing and from time expiration or waiver of any lockup applicable to time on such Holders party hereto, the Sponsor, MVIL or after the date the Company consummates the Business Combination, (i) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities or (ii) the Representative or its designees or Permitted Transferees (together, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than (i) an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all by Holders of a majority in interest of the then-outstanding number of Registrable Securities, including (ii) one (1) Registration pursuant to a Demand Registration on behalf of under this subsection 2.1.1 by the Representative or its designees or Permitted TransfereesSponsor and (iii) one (1) Registration pursuant to a Demand Registration under this subsection 2.1.1 by MVIL; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 F-1 or any similar long-form registration statement that may be available at such time (“Form S-1F-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 F-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities or (ii) the Representative or its designees or Permitted Transferees (the “Demanding Holders”) ), or Cantor and its permitted designees may make a written demand for Registration of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) Xxxxx Investments or (ii) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities (Xxxxx Investments or (ii) such Holders, as the Representative or its designees or Permitted Transferees (case may be, the “Demanding Holders”) ), may make a written demand for Registration of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Xxxxx Investments which shall be governed by Section 3.6 and (ii) a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof2.4, at any time and from time to time on or after the date the Company consummates the Business CombinationClosing, (i) the Holders of at least Investors holding a majority majority-in-interest of the then-outstanding number of Registrable Securities or (ii) the Representative or its designees or Permitted Transferees (the “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, which written Securities (a “Demand Registration”). Any demand for a Demand Registration shall describe specify the amount and type number of securities Registrable 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, within ten (1030) days of the Company’s following receipt of the any request for a Demand Registration, notify, in writing, Purchaser 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, Purchaser within five fifteen (515) days after the receipt by the Holder Investor of the notice from the CompanyPurchaser. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.1.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. Under no circumstances Purchaser shall the Company not be obligated to effect more than an aggregate of three (3) Demand Registrations pursuant under this Section 2.1.1 in respect of all Registrable Securities. Notwithstanding anything in this Section 2.1 to the contrary, Purchaser shall not be obligated to effect a Demand Registration, (i) if a Piggy-Back Registration under this subsection 2.1.1 had been available to the Demanding Holder(s) within the one hundred twenty (120) days preceding the date of request for the Demand Registration, (ii) within sixty (60) days after the effective date of a previous registration effected with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 pursuant this Section 2.1, or (iii) during any period (not to exceed one hundred eighty (180) days) following the Requesting Holders to be registered on behalf closing of the Requesting Holders completion of an offering of securities by Purchaser if such Demand Registration would cause Purchaser to breach a “lock-up” or similar provision contained in the underwriting agreement for such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registrationoffering.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at At any time and from time to time on or after the date the Company consummates the Business Combination, (i) the Holders of at least a majority of date hereof with respect to the then-outstanding number of Registrable Securities Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) and the PIPE Shares or (ii) three months prior to the Representative Release Date with respect to the Founder Shares, (a) the holders of a majority-in-interest of such Founder Shares, Working Capital Warrants (or its designees underlying securities), Private Placement Warrants (or Permitted Transferees underlying securities) or PIPE Shares, as the case may be, held by such Holders, (b) MasTec or (C) Stratos (as applicable, the “Demanding HoldersHolder”) may make a written demand for Registration under the Securities Act of all or part of their Founder Shares, Working Capital Warrants (or underlying securities), Private Placement Warrants (or underlying securities) or PIPE Shares, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities, which written demand shall describe the amount and type of securities 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, will within ten (10) 10 days of the Company’s receipt of the Demand Registration, notify, in writing, Registration notify all other Holders holders of Registrable Securities 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 of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, Company within five ten (510) days after the receipt by the Holder holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.1.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. Under no circumstances The Company shall the Company not be obligated to effect more than an aggregate of (i) two (2) Demand Registrations under this Section 2.1.1 for Demanding Holders other than MasTec and Stratos and (ii) three (3) Demand Registrations pursuant to a Demand Registration under this subsection Section 2.1.1 with respect for each of MasTec and Stratos. Notwithstanding anything to any or all Registrable Securitiesthe contrary, including EarlyBirdCapital, Inc. and its designees may only make a demand on one (1) Demand Registration occasion and only in the five-year period beginning on behalf the effective date of the Representative or its designees or Permitted Transferees; 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 of filed with the Registrable Securities requested by Commission in connection with the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand RegistrationCompany’s initial public offering.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) the Holders of at least a majority thirty percent (30%) in interest of the then-outstanding number of Registrable Securities or (ii) the Representative or its Rxxx Parties and their respective designees or Permitted Transferees (the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as reasonably practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of all of the Representative or its designees or Permitted TransfereesRxxx Parties and their respective designees; provided, however, that a Registration shall not be counted for such purposes unless a 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 for resale on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at At any time and from time to time on or after the date the Company consummates the Business Combination, (i) the Holders of at least date that the Company consummates a majority of Business Combination with respect to the then-outstanding number of Registrable Securities Private Units (or underlying securities) and Working Capital Units (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Units (or its designees underlying securities), Working Capital Units (or Permitted Transferees (underlying securities) or other Registrable Securities, as the “Demanding Holders”) case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for Registration registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Units (or underlying securities), Working Capital Units (or underlying securities) or other Registrable Securities, which written as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall describe specify the amount and type number of securities shares of Registrable 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 shallwill, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, notify all other Holders holders of Registrable Securities 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, in writing, Company within five fifteen (515) days after the receipt by the Holder holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.1.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. Under no circumstances The Company shall the Company not be obligated to effect more than an aggregate of three two (32) Demand Registrations pursuant to under this Section 2.1.1 in respect of all Registrable Securities, provided that the Representative only may make one (1) demand for a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable SecuritiesSection 2.1.1, including one and may only make such demand during the five (15) Demand Registration year period beginning on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registrationdate hereof.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combinationtime, each of (i) the Holders of at least a majority of the then-outstanding number of Registrable Securities or Atlantic Park and (ii) any Corre Holder (such Corre Holders or Atlantic Park, as the Representative or its designees or Permitted Transferees (case may be, the “Demanding Holders”) , and each, a “Demanding Holder”), 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 Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Demand Requesting Holder(s) to the Company, 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 effect, file a Registration Statement with respect to such Demand Registration as soon thereafter as practicablepracticable after the 10-K Filing Date, but not more than forty five the later of (45i) thirty (30) days immediately after the Company’s receipt of the Demand RegistrationRegistration or (ii) two (2) Business Days following the 10-K Filing Date, for the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration. Under The Company shall use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as practicable (but in no circumstances event later than ninety (90) days after it shall have filed such Registration Statement (or thirty (30) days if the Company be obligated Commission does not review the Registration Statement)). Each of (i) Atlantic Park and its Affiliates and (ii) the Corre Holders and their Affiliates shall have the right to effect more than an aggregate of three demand exactly two (32) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration2.1.1.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the an initial Business Combination, the Sponsor (i) or if the Sponsor then holds no Registrable Securities, Holders of at least a majority in interest of the then-outstanding number of Registrable Securities or (iiSecurities) the Representative or its designees or Permitted Transferees (the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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 ten (510) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three four (34) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, however, that a Registration shall not be counted for such purposes if the Registrable Securities requested by the Requesting Holders to be registered are any shares of Class A Common Stock or other equivalent equity security issued or issuable upon the conversion of any such Alignment Shares or exercisable for Class A Common Stock and such Alignment Shares have previously been registered pursuant to a Demand Registration; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) the Holders of at least a majority majority-in-interest of the then-then outstanding number of Registrable Securities held by the Initial Stockholders, officers or directors of the Company or their affiliates, or the transferees of the Initial Stockholders, or (ii) the Representative Cantor or its designees or Permitted Transferees (the “Demanding Holders”) ), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effectshall, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the 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, 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 an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including the one (1) Demand Registration on behalf of the Representative or its designees or Permitted TransfereesCantor; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) Registration Statement has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Demand Registration have been sold, sold in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at At any time and from time to time on or after the date the Company consummates the Business Combinationexpiration of a lock-up to which such shares are subject, if any, (i) the Holders of at least ROCH Investors who hold a majority in interest of the then-outstanding number of Registrable Securities held by all ROCH Investors or (ii) Company Investors who hold a majority in interest of the Representative or its designees or Permitted Transferees (Registrable Securities held by all Company Investors, as the “Demanding Holders”) case may be, may make a written demand for Registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form S-1 or any similar long-form Registration or, which written if then available, on Form S-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as a “Demand Registration”. Any demand for a Demand Registration shall describe specify the amount and type number of securities shares of Registrable 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, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, ParentCo 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, ParentCo within five fifteen (515) days after the receipt by the Holder holder of the notice from the CompanyParentCo. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.2.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. Under no circumstances ParentCo shall the Company not be obligated to effect effect: (a) more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration during any six-month period; (b) any Demand Registration at any time there is an effective Resale Shelf Registration Statement on behalf file with the Commission pursuant to Section 2.1; (c) more than two Underwritten Demand Registrations in respect of all Registrable Securities held by the ROCH Investors, each of which will also count as an Underwritten Takedown of the Representative ROCH Investors under Section 2.1.5(c)(ii); or its designees or Permitted Transferees; provided(d) more than two Underwritten Demand Registrations in respect of all Registrable Securities held by the Company Investors, however, that a Registration shall not be counted for such purposes unless a 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 each of which will also count as an Underwritten Takedown of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Company Investors under Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration2.1.5(c)(iii).

Request for Registration. Subject to the provisions of subsection 2.1.4 Section 2.1.4, Section 2.3 and Section 2.4 hereof, at any time and from time to time on or after the date closing of the Company consummates the Business CombinationMerger, (i) the Holders of holding at least a majority in interest of the then-outstanding number of Registrable Securities or held by all the Holders (ii) the Representative or its designees or Permitted Transferees (such Holders, the “Demanding Holders”) ), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five sixty (4560) days immediately after the Company’s receipt of the Demand Registration (or 120 days if the Commission notifies the Company that it will “review” the Registration Statement for such Registration), the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three two (32) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.2.1.1

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the initial Business Combination, (i) the Holders of at least a majority fifteen percent (15%) in interest of the then-outstanding number of Registrable Securities or (ii) the Representative or its designees or Permitted Transferees (the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, 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, within ten (10) days Business Days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, the Registration of all Registerable Securities by the Demanding Holder(s) and Requesting Holder(s) pursuant to such Demand Registration, including the filing of 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 Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) the Holders of at least a majority fifteen percent (15%) of the then-outstanding number of Registrable Securities or (ii) the Representative BTIG or its designees or Permitted Transferees (the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative BTIG or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, furtherprovided that, further that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) the Holders of at least a majority majority-in-interest of the then-then outstanding number of Registrable Securities held by the Sponsor, officers or directors of the Company or their affiliates, or the transferees of the foregoing, (ii) the Representative Cantor or its designees, or (iii) CCM or its designees or Permitted Transferees (the “"Demanding Holders”) "), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s 's receipt of 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 Business Days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effectshall, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s 's receipt of the Demand Registration, the 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, 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 an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) Registration Statement has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Demand Registration have been sold, sold in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereofDuring such time when there is no effective Resale Shelf Registration Statement, at any time time, and from time to time on or after the date the Company consummates the Business CombinationMerger Effective Time, if any, (i) the SPAC Holders of who hold at least a majority twenty per cent (20%) of the then-outstanding number of Registrable Securities held by all SPAC Holders or (ii) the Representative or its designees or Permitted Transferees (Company Holder, as the “Demanding Holders”) case may be, may make a written demand for Registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form F-1 or any similar, which written long-form Registration or, if then available, on Form F-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as a “Demand Registration.” Any demand for a Demand Registration shall describe specify the amount and type number of securities shares of Registrable 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 shallwill, within ten (10) days Business Days of the Company’s its receipt of the Demand Registration, notify, in writing, notify all other Holders that are Holders of Registrable Securities of such the 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 the Demand Registration (each such Holder that includes all or a portion 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 (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.2.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. Under no circumstances The Company shall the Company not be obligated to effect effect: (a) more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf during any twelve (12)-month period; or (b) more than four (4) Underwritten Demand Registrations in respect of all Registrable Securities, in the aggregate, held by the Holders, provided that if the Registrable Securities sought to be included in the Registration pursuant to this Section 2.2.1 are not fully included in such Registration solely due to the action or inaction of the Representative or its designees or Permitted Transferees; providedCompany, however, that a then such Registration shall not be counted for such purposes unless a 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 deemed to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as constitute a Demand RegistrationRegistration pursuant to this Section 2.2.1.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) the Holders of at least a majority in interest of the then-then outstanding number of Registrable Securities or (ii) the Representative or its designees or Permitted Transferees (the “Demanding Holders”) may make a up to three written demand demands, excluding short form demands, for Registration under the Securities Act of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such the Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date that the Company consummates the completes a Business Combination, either Sponsor (ithe “Demanding Sponsor”) or the Holders of at least a majority in interest of the then-then issued and outstanding number of Registrable Securities (such Demanding Sponsor or (ii) Holders, as the Representative or its designees or Permitted Transferees (case may be, the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written Securities (a “Demand Registration”). Any demand for a Demand Registration shall describe specify the amount and type number of securities Registrable Securities proposed to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”)thereof. The Company shall, will within ten (10) days of the Company’s receipt of the Demand Registration, notify, notify in writing, all other Holders of Registrable Securities of such the 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 including shares of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five ten (510) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.1.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Demand Registrations pursuant to a Demand Registration under this subsection Section 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) the Holders of any Holder that together with its affiliates owns at least a majority 20% in interest of the then-outstanding number of Registrable Securities Securities, or (ii) the Representative Cantor or its permitted designees or Permitted Transferees (the “Demanding HoldersHolder”) may make a written demand for Registration of all or part of their its Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders Holder and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations per eligible Holder pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees2.1.1; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the initial Business Combination, (i) the Holders of at least a majority thirty percent (30%) in interest of the then-then outstanding number of Registrable Securities or (ii) such Holders, as the Representative or its designees or Permitted Transferees (case may be, the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, 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 five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at At any time and from time to time on or after the date that the Company consummates the a Business Combination, the holders of not less than twenty-five percent (i25%) the Holders of at least a majority of the then-outstanding number of Registrable Securities or (ii) calculated, with respect to Warrants, on the Representative or its designees or Permitted Transferees (basis of the “Demanding Holders”shares of Common Stock underlying such Warrants) may make a written demand for Registration registration under the Securities Act of all or part of their such Registrable Securities, which written as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall describe specify the amount and type number of securities shares of Registrable Securities proposed to be included in such Registration sold and the intended method(s) of distribution thereof (thereof, including whether the offering of such written demand a “Registrable Securities pursuant to such Demand Registration”)Registration shall be in the form of an underwritten offering. The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, will notify all other Holders holders of Registrable Securities 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, in writing, Company within five (5) days after the receipt by the Holder holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.1.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. Under no circumstances The Company shall the Company not be obligated to effect (a) more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf under this Section 2.1.1 in respect of all Registrable Securities prior to the date that is thirty (30) days following the closing of the Representative or its designees or Permitted TransfereesCompany’s initial Business Combination; provided, however, (b) more than two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities during the period commencing on the date that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time is thirty (“Form S-1”30) has become effective and all days following the closing of the Company’s initial Business Combination and ending on the Founder Shares Lock-up Expiration Date; or (c) more than two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities requested by on or following the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand RegistrationFounder Shares Lock-up Expiration Date.

Request for Registration. Subject to compliance with Section 3.4 hereof, if there is not an effective Resale Shelf Registration Statement available for the provisions of subsection 2.1.4 and resale for the Registrable Securities pursuant to Section 2.4 hereof2.1, at any time and from time to time on or after the date that is 180 days from the Company consummates consummation of the Business Combination, (i) the Holders of who hold at least a majority in interest of the then-outstanding number of Registrable Securities or (ii) the Representative or its designees or Permitted Transferees (the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, 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, within ten five (105) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated pursuant to effect this Agreement to take any action to effect: (1) any such Demand Registration for less than [●]1% of the Company’s then outstanding Common Stock, (2) more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration during any six-month period, (3) more than three (3) Demand Registrations in total pursuant to this Section 2.2.1, or (4) any Demand Registration at any time there is an effective Resale Shelf Registration Statement on behalf of file with the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Commission pursuant to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration2.1.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) the Holders of at least a majority of the then-outstanding number of Registrable Securities or (ii) the Representative Cantor and Odeon or its designees or their Permitted Transferees (collectively, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the 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. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative Cantor and Odeon or its designees or their Permitted Transferees; Transferees provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) the Holders of at least a majority fifteen percent (15%) of the then-outstanding number of Registrable Securities or (ii) the Representative Cantor or its designees or Permitted Transferees (the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative Cantor or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, furtherprovided that, further that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 2.2.5 and Section Sections 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Company consummates the Business CombinationClosing Date, each of (ia) the Gores Holders of at least a majority in interest of the then-outstanding number of Registrable Securities or held by the Gores Holders (iithe “Gores Demanding Holders”), and (b) the Representative or its designees or Permitted Transferees Shay Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Shay Holders (the “Shay 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 SecuritiesSecurities 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, within ten (10) days of promptly following the Company’s receipt of the a Demand Registration, notify, in writing, writing all other Holders of Registrable Securities (other than 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) 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances The Company shall the Company not be obligated to effect more than (A) an aggregate of three six (36) Registrations pursuant to a Demand Registration initiated by the Gores Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Shay Holders, in each case under this subsection 2.1.1 2.2.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement 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, furtherfurther that if after a Demanding Holder executes the maximum number of Demand Registrations permitted hereunder and the related offerings are completed, such Demanding Holder continues to hold Registrable Securities that an Underwritten Shelf Takedown would reasonably exceed the Minimum Amount if sold in a single public offering, such Demanding Holder shall not count as a have the right to execute at least one (1) additional Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date expiration of the Company consummates the Business CombinationFounder Lock-up Period, (i) Sponsor Lock-up Period or EBC Lock-up Period, as applicable, the Holders of at least a majority twenty-five per cent (25%) of the then-then outstanding number of Registrable Securities or (ii) the Representative or its designees or Permitted Transferees (the “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, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such the Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 F-1 or any similar long-form registration statement that may be available at such time (“Form S-1F-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 F-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities or (ii) the Representative or its designees or Permitted Transferees (the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, 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, within [ten (10) days days] of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than [forty five (45) )] days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 2.2.5 and Section Sections 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Company consummates the Business CombinationClosing Date, each of (ia) the Gores Holders of at least a majority in interest of the then-outstanding number of Registrable Securities or held by the Gores Holders, and (iib) the Representative or its designees or Permitted Transferees (Greenlight Holders of at least a majority in interest of the “Demanding then-outstanding number of Registrable Securities held by the Greenlight Holders”) , may make a written demand for Registration of all or part of their Registrable SecuritiesSecurities 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, within ten (10) days of promptly following the Company’s receipt of 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 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances The Company shall the Company not be obligated to effect more than (a) an aggregate of three six (36) Registrations pursuant to a Demand Registration initiated by the 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 2.1.1 2.2.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement 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, furtherfurther that if after a Demand Holder executes the maximum number of Demand Registrations permitted hereunder and the related offerings are completed, that an Underwritten Shelf Takedown such Demand Holder continues to hold at least 25% or more of the outstanding Common Stock, such Demand Holder shall not count as a have the right to execute one (1) additional Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after 180 days after the date the Company consummates the Business CombinationProspectus Date, (i) the Holders of at least a majority fifty per cent (50%) of the then-outstanding number of Registrable Securities or (ii) the Representative or its designees or Permitted Transferees (the “Demanding Holders”) may make a written demand for Registration of all or part at least twenty five percent (25%) of their the then-outstanding number of Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such the Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at At any time and from time to time on or after the date the Company consummates the Business Combination, (i) the Holders date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of at least a majority Common Stock), Over-Allotment Units (or underlying shares of the then-outstanding number of Registrable Common Stock) and Loan Securities or (ii) three months prior to the Representative Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or its designees directors of the Company or Permitted Transferees (their affiliates, or the “Demanding Holders”) transferees of the Investors, may make a written demand demand, on no more than two occasions, for Registration registration under the Securities Act of all or part of their Registrable Securities, which written as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall describe specify the amount and type number of securities shares of Registrable 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, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, will notify all other Holders holders of Registrable Securities 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, in writing, Company within five fifteen (515) days after the receipt by the Holder holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.1.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. Under no circumstances The Company shall the Company not be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the Representative or its designees or Permitted Transferees; provided, however, that right to a Demand Registration shall not be counted for such purposes unless a 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 set forth under this Section 2.1.1 with respect to the Registrable Securities requested by shall terminate on the Requesting Holders to be registered on behalf fifth anniversary of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand RegistrationEffective Date.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after time, any of (i) the date the Company consummates the Business CombinationBC Holder, (iii) 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 or (ii) together with the Representative or its designees or Permitted Transferees (Sponsor Holder, BC Holder and the Medina Holder, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, 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, within ten (10) days Business Days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) the Holders of at least a majority thirty percent (30%) in interest of the then-outstanding number of Registrable Securities or (ii) the Representative or Cantor and its permitted designees or Permitted Transferees (the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as reasonably practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or Cantor and its designees or Permitted Transfereesdesignees; provided, however, that a Registration shall not be counted for such purposes unless a 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 for resale on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 Section 2.2.4 and Section 2.4 hereof, at any time hereof and from time to time on or after the date provided that the Company consummates does not have an effective Registration Statement pursuant to Section 2.1.1 outstanding covering the Business CombinationRegistrable Securities, following the expiration of the Founder Shares Lock-up Period, if applicable, either (ia) the Existing Holders of at least a majority majority-in-interest of the then-then issued and outstanding number of Registrable Securities held by the Existing Holders or (iib) the Representative or its designees or Permitted Transferees New Holders of at least a majority-in-interest of the then issued and outstanding number of Registrable Securities held by the New Holders, in each case (the “Demanding Holders”) ), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written Securities (a “Demand Registration”). Any demand for a Demand Registration shall describe specify the amount and type number of securities Registrable Securities proposed to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”)thereof. The Company shall, within ten fifteen (1015) days of the Company’s receipt of the Demand Registration, notify, notify in writing, writing all other Holders of Registrable Securities of such the 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 including shares of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, writing within five fifteen (515) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant subject to such Demand RegistrationSection 2.2.4. Under no circumstances shall the Company be obligated to effect more than (x) an aggregate of three (3) Registrations pursuant to a Demand Registration by the Existing Holders under this subsection 2.1.1 Section 2.2.1 with respect to any or all Registrable Securities, including one Securities held by such Existing Holders and (1y) an aggregate of three (3) Registrations pursuant to a Demand Registration on behalf of by the Representative New Holders under this Section 2.2.1 with respect to any or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 held by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand RegistrationNew Holders.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time Commencing on or after the date which is sixteen (16) months after the Company consummates consummation date of the Business CombinationInitial Public Offering, the Cambay Holders and the GIP Holders may each make one written request (i) the to be executed by Holders of at least owning a majority of the then-outstanding number of Registrable Securities of the Cambay Holders or (iiGIP Holders, as the case may be) for registration under the Representative or its designees or Permitted Transferees (the “Demanding Holders”) may make a written demand for Registration Securities Act of all or part of its or their Registrable SecuritiesSecurities (a “Major Holder Demand Registration”); provided, which however, that the right to request a Major Holder Demand Registration shall lapse as to such group of Holders if the Cambay Holders or the GIP Holders, as the case may be, cease to own Registrable Securities in an amount in excess of 7.5% of the Common Stock of the Company, calculated in accordance with the methodology for calculating the percentage ownership of a Person for purposes of the Ownership Limit pursuant to Article VI of the Company’s Articles of Incorporation. In addition, in the event that the Company fails to file, or if filed fails to maintain the effectiveness of, a Shelf Registration Statement, Holders of Registrable Securities may make a written demand shall describe request for registration under the amount Securities Act of all or part of its or their Registrable Securities (a “Default Demand Registration,” and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand together with a Major Holder Demand Registration, a “Demand Registration”); provided, that if and so long as a Shelf Registration Statement is on file and effective, then the Company shall have no obligation to effect a Default Demand Registration; and provided, further, that the number of shares of Registrable Securities proposed to be sold by the Holders making such written request for a Default Demand Registration shall have a Market Value of at least $10 million on the date of such demand. The Company shall, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate one Demand Registration in any twelve-month period. Subject to the foregoing, the number of three (3) Default Demand Registrations which may be made pursuant to this Section 2.2 shall be unlimited. Any request for a Demand Registration under this subsection 2.1.1 with respect will specify the number of shares of Registrable Securities proposed to any or be sold and will also specify the intended method of disposition thereof. Within ten (10) days after receipt of such request, the Company will give written notice of such registration request to all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 other Holders of the Registrable Securities requested and include in such registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty (20) Business Days after the receipt by the Requesting Holders applicable Holder of the Company’s notice. Each such request will also specify the number of shares of Registrable Securities to be registered on behalf and the intended method of disposition thereof. Unless the Holder or Holders of a majority of the Requesting Holders Registrable Securities to be registered in such Form S-1 Demand Registration have been soldshall consent in writing, in accordance with Section 3.1 no other party, including the Company (but excluding another Holder of this Agreement; provideda Registrable Security), further, that an Underwritten Shelf Takedown shall not count as a be permitted to offer securities under any such Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination(but subject to Article V), (i) Amber GT or (ii) the Perceptive Holders of holding at least a majority in interest of the then-outstanding number of Registrable Securities or held by all Perceptive Holders (ii) as the Representative or its designees or Permitted Transferees (case may be, the “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 Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Demand Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five thirty (4530) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration. Under no circumstances shall ; provided, that the Company shall not be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand any Registration under this subsection 2.1.1 with respect if the Demanding Holders and Demand Requesting Holders propose to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 sell Registrable Securities requested by the Requesting Holders to be registered on behalf with aggregate proceeds of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registrationless than $25,000,000.

Request for Registration. Subject to the provisions of subsection 2.1.4 2.2.4 hereof and Section 2.4 hereof, at any time and from time to time on or after the date provided that the Company consummates does not have an effective Registration Statement pursuant to subsection 2.1 outstanding covering the Business CombinationRegistrable Securities, (i) the Holders of at least a majority majority-in-interest of the then-then outstanding number of Registrable Securities held by the Butterfly Holders or (ii) the Representative or its designees or Permitted Transferees Sponsor Group Holders (the “Demanding Holders”) ), in each case, may make a written demand for Registration of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the 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. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at Registration Statement with respect to such time (“Form S-1”) 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 Requesting Holders in and the Demanding Holders on such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereofDuring such time when there is no effective Resale Shelf Registration Statement, at any time time, and from time to time on or after the date the Company consummates the Business CombinationMerger Effective Time, if any, (i) the SPAC Holders of who hold at least a majority fifteen per cent (15%) of the then-outstanding number of Registrable Securities held by all SPAC Holders or (ii) Company Holders who hold US$20 million of the Representative or its designees or Permitted Transferees (Registrable Securities held by all Company Holders, as the “Demanding Holders”) case may be, may make a written demand for Registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form F-1 or any similar, which written long-form Registration or, if then available, on Form F-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as a “Demand Registration”. Any demand for a Demand Registration shall describe specify the amount and type number of securities shares of Registrable 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 shallCayCo will, within ten five (105) days of the Company’s its receipt of the Demand Registration, notify, in writing, notify all other Holders 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, CayCo within five (5) days after the receipt by the Holder holder of the notice from the CompanyCayCo. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.2.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. Under no circumstances CayCo shall the Company not be obligated to effect effect: (a) more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf during any six (6)-month period; or (b) more than six (6) Underwritten Demand Registrations in respect of all Registrable Securities held by the Holders, provided that if the Registrable Securities sought to be included in the Registration pursuant to this Section 2.2.1 are not fully included in such Registration for any reason other than solely due to the action or inaction of the Representative or its designees or Permitted Transferees; providedHolders, however, that a then such Registration shall not be counted for such purposes unless a 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 deemed to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as constitute a Demand RegistrationRegistration pursuant to this Section 2.2.1.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at (a) At any time and from time to time on or after the date the Company consummates the Business Combination, earlier of (i) September 24, 2023 or (ii) six months after the Holders effective date of at least the first registration statement for a firm commitment underwritten public offering of the Company’s Common Stock, the Investors holding a majority of the then-outstanding number shares of Registrable Securities or (ii) the Representative or its designees or Permitted Transferees (the an “Demanding HoldersInvestor Demand Registration”) may make request that the Company effect a written demand for Registration registration under the Securities Act of all or any part of their respective Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) subject to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration terms and the Company shall effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt conditions of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted TransfereesAgreement; provided, however, that solely during the time period set forth in clause (ii), (x) General Atlantic (AL), L.P. and its Affiliates (“General Atlantic”) may request that the Company effect a registration under the Securities Act of all or any part of General Atlantic’s Registrable Securities, subject to the terms and conditions of this Agreement (such request, a “General Atlantic Demand Registration”, and together with an Investor Demand Registration, a “Demand Registration”) and (y) the Investors holding a majority of the shares of Registrable Securities (excluding any Registrable Securities held by General Atlantic in the event General Atlantic does not join the request) may request an Investor Demand Registration. Any request (a “Registration Request”) for a Demand Registration shall specify (A) the approximate number of shares of Registrable Securities requested to be registered and (B) the intended method of distribution of such shares. Within 20 days of the receipt of the Registration Request, the Company will give written notice (the “Company Notice”) of such requested registration to all other holders of Registrable Securities and will use its best efforts to effect as soon as practicable (and in any event within 90 days of the date such request is given) the registration under the Securities Act requested and will include in such registration all shares of Registrable Securities that holders of Registrable Securities request the Company to include in such registration by written notice given to the Company within 20 days after the date of the Company Notice (subject to underwriter cut-backs as provided in this Agreement). (i) The Company shall not be required to effect more than (x) three Investor Demand Registrations and (y) one General Atlantic Demand Registration, that in each case have been declared or ordered effective and shall have the deferral rights set forth in Subsection (c) below. (ii) The Company shall not be required to effect an Investor Demand Registration unless at least 20% of the then outstanding Registrable Securities shall be included in such registration (or any lesser percentage if the anticipated offering would exceed an aggregate offering price to the public, net of discounts and commissions, of $20,000,000); provided, however, any Registrable Securities held by General Atlantic which are not included in such Investor Demand Registration shall not be counted considered “then outstanding Registrable Securities” for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at this purpose during such time as General Atlantic has the right to request a General Atlantic Demand Registration. (“Form S-1”iii) has become effective and all Without the prior written consent of (x) in the case of an Investor Demand Registration, the holders of a majority of the shares of Registrable Securities requested held by the Requesting Holders Investors included in such registration, or (y) in the case of a General Atlantic Demand Registration, General Atlantic, the Company will not include in any Demand Registration any securities other than (a) Registrable Securities, (b) shares of stock pursuant to Section 1.3 hereof, and (c) securities to be registered for offering and sale on behalf of the Requesting Holders Company. If the managing underwriter(s) advise the Company in writing that in their opinion the number of shares of Registrable Securities and, if permitted hereunder, other securities in such Form S-1 Registration offering, exceeds the number of shares of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the shares of Registrable Securities held by Investors initially requesting registration, the Company will include in such registration, prior to the inclusion of any securities which are not shares of Registrable Securities, the number of shares of Registrable Securities requested to be included that in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, subject to the following order of priority: (A) first, the securities requested to be included therein by holders of Registrable Securities, pro rata among such holders on the basis of the number of shares of Registrable Securities that such holders have been soldrequested to be included in such registration; (B) second, in accordance with Section 3.1 of the securities requested to be included therein by the Company; and (C) third, among persons not contractually entitled to registration rights under this Agreement. (b) If the Investors initiating the registration request hereunder (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to subsection 1.2(a) and the Company shall include such information in the Company Notice. The underwriter will be selected by the Company and shall be reasonably acceptable to (x) in the case of an Investor Demand Registration, a majority in interest of the Initiating Holders, or (y) in the case of a General Atlantic Demand Registration, General Atlantic, which approval shall not be unreasonably withheld or delayed; provided that if the managing underwriter or underwriters shall be the firm or firms that managed the Company’s most recently completed underwritten public offering of Common Stock, such firm or firms shall be deemed acceptable unless (x) in the case of an Investor Demand Registration, a majority in interest of the Initiating Holders, and (y) in the case of a General Atlantic Demand Registration, General Atlantic, shall object to such firm or firms for reasons related to the ability of such firm or firms to effectively manage the offering. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than sixty (60) days after receipt of the request of the Initiating Holders; provided, furtherhowever, that an Underwritten Shelf Takedown the Company may not utilize this right more than twice in any twelve-month period. (d) In addition, the Company shall not count as be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) after the Company has effected three Investor Demand Registrations and one General Atlantic Demand Registration pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) during the period starting with the date 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on a Demand Registrationdate 90 days after the effective date of, a registration subject to Section 1.3 or Section 1.11 hereof, provided that the Company is actively employing its best efforts to cause such registration statement to become effective; provided, however, that the Company may not utilize this right more than once in any twelve-month period; or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.11 below.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) the Holders of at least a majority in interest of the then-then outstanding number of Registrable Securities or owned by either (i) MIHI (the “Macquarie Demanding Holders”), (ii) the Representative Hydra Sponsor or its designees or Permitted Transferees (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, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations for each of the Macquarie Demanding Holders and the Hydra Demanding Holders pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) the Holders of at least a majority in interest of the then-then outstanding number of Registrable Securities owned by either (i) MIHI (the “Macquarie Demanding Holders”) or (ii) the Representative or its designees or Permitted Transferees Terrapin Founders (the “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, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations for each of the Macquarie Demanding Holders and the Terrapin Demanding Holders pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 2.2.5 and Section Sections 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Company consummates the Business CombinationClosing Date, each of (ia) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest of the then-outstanding number of Registrable Securities or (ii) held by the Representative or its designees or Permitted Transferees 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, within ten (10) days of promptly following the Company’s receipt of the 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 effectuse 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 immediately after following the Company’s receipt of the Demand Registration, the for Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances The Company shall the Company 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 2.1.1 2.2 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement 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 an 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 Shelf Takedown Offerings, and the Company shall not count as a be obligated to participate in more than four (4) Demand RegistrationRegistrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the initial Business Combination, Combination (i) the Holders of at least a majority thirty percent (30%) in interest of the then-outstanding number of Registrable Securities or (ii) the Representative or its designees or Permitted Transferees (such Holders, the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, 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 five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 Section 2.01(d) and Section 2.4 2.04 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) the Holders Investors of at least a majority in interest of the then-outstanding number of Registrable Securities or (ii) Cantor, the Representative or its other underwriters in the Offering and/or their designees or Permitted Transferees (the “Demanding HoldersInvestors”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, 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, within ten (10) 10 days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders Investors of Registrable Securities of such demand, and each Holder Investor of Registrable Securities who thereafter wishes to include all or a portion of such HolderInvestor’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder Investor that includes all or a portion of such HolderInvestor’s Registrable Securities in such Registration, a “Requesting HolderInvestor”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder Investor of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(sInvestor(s) to the Company, such Requesting Holder(sInvestor(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty five (45) 45 days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders Investors and Requesting Holders Investors pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 Section 2.01(a) with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of Cantor, the Representative or its designees or Permitted Transfereesother underwriters in the Offering and/or their designees; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement 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 Investors to be registered on behalf of the Requesting Holders Investors in such Form S-1 Registration have been sold, in accordance with Section 3.1 3.01 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) the Holders of at least a majority fifteen percent (15%) of the then-outstanding number of Registrable Securities or (ii) the Representative Cantor and Odeon or its designees or their Permitted Transferees (the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative Cantor and Odeon or its designees or their Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, furtherprovided that, further that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) On each of the 15 month and 18 month anniversaries of the date of this Agreement, the Company shall deliver written notice to the Holders of at least a majority that, beginning on the 15 month anniversary of the then-outstanding number date of this Agreement, the Holders have the right to demand registration for the resale of their Registrable Securities Shares pursuant to this Section 2.1. At any time following the 20 month anniversary of the date of this Agreement (or, in the case of Fireman, the 10 month anniversary of the date of this Agreement), any Holder or group of Holders that, together with its or their Affiliates, holds more than twenty percent (ii20%) of the Representative or its designees or Permitted Transferees Registrable Shares (the collectively, a “Demanding HoldersStockholder”) may make shall have the right to require the Company to prepare and file a written demand registration statement on Form S-1 or S-3 or any similar form or successor to such forms under the Securities Act, or any other appropriate form under the Securities Act or the Exchange Act for Registration the resale of all or part of their its Registrable Securities, 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 Shares (such written demand a “Demand Registration”), by delivering to the Company written notice stating that such right is being exercised, 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, and describing the intended method of distribution thereof to the extent then known (a “Demand Request”). The Demanding Stockholders hereunder shall collectively have the right to require up to two (2) Long-Form Registrations and an unlimited number of Short-From Registrations. The number of Demand Registrations in the form of a Shelf Registration (as defined below) shall be unlimited. (ii) Subject to Section 2.1(f), the Company shallshall prepare and file the registration statement in respect of a Demand Registration as soon as practicable and, in any event, within ten ninety (1090) days after receiving a Demand Request (the “Required Filing Date”) on any form for which the Company then qualifies, and which form shall be available for the resale of the Company’s receipt Registrable Shares in accordance with the intended methods of distribution thereof, and shall use its commercially reasonable efforts to cause the Demand same to be declared effective by the SEC as promptly as practicable after such filing; provided that: (A) other than a Shelf Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes the Company shall not be obligated to include all or effect a portion of such Holder’s Registrable Securities in a Demand Registration pursuant to a Demand Registration this Section 2.1(a) within ninety (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 (590) days after the receipt by the Holder effective date of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(sprevious Demand Registration; and (B) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under pursuant to this subsection 2.1.1 Section 2.1(a) unless the Demand Request is for a number of Registrable Shares with an expected market value that is equal to at least (x) $9 million as of the date of such Demand Request with respect to any Long-Form Registration or all Registrable Securities, including one (1y) Demand Registration on behalf $3.5 million as of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for date of such purposes unless a Demand Request with respect to any Short-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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 2.2.5 and Section Sections 2.4 and 3.4 hereof, at any time and from time to time on or after the date provided that the Company consummates does not have an effective Registration Statement pursuant to subsection 2.1.1, outstanding covering Registrable Securities, following the Business Combination, (i) the Holders of at least a majority expiration of the thenFounder Shares Lock-outstanding number of Registrable Securities up Period, the Private Placement Lock-up Period or (ii) any other lock-up period, as the Representative or its designees or Permitted Transferees (the “case may be, a Demanding Holders”) Holder may make a written demand for Registration of all or part of their Registrable Securities, 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, within ten two (102) days of the Company’s receipt of the Demand Registration, notify, in writing, writing all other Holders of Registrable Securities (other than 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, Private Placement Lock-up Period or any other lock-up period, as the case may be) 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. 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 effect, as soon thereafter as practicable, but not more than forty five sixty (4560) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than (A) an aggregate of three two (32) Registrations pursuant to a Demand Registration initiated by the Existing Holders and (B) an aggregate of five (5) Registrations pursuant to a Demand Registration initiated by the New Holders, in each case under this subsection 2.1.1 2.2.1 with respect to any or all Registrable Securities. Notwithstanding the foregoing, including one (1i) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration Company shall not be counted for required to give effect to a Demand Registration from a Demanding Holder if the Company has registered Registrable Securities pursuant to a Demand Registration from such purposes unless a Form S-1 Demanding Holder in the preceding one hundred and eighty (180) days, or (ii) the Company’s obligations with respect to any similar long-form registration statement that may Demand Registration shall be available at such time (“Form S-1”) has become effective and deemed satisfied so long as the Registration Statement filed pursuant to subsection 2.1.1 includes all of the such Demanding Holder’s Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registrationand is effective.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after following expiration of the date Lock-Up Period (other than as a result of the Company consummates the Business Combinationoccurrence of clause (iii) of such definition), (i) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities the “Demanding Holder” or (ii) the Representative or its designees or Permitted Transferees (the “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 Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Demand Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty five sixty (4560) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three two (32) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a 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 Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration2.1.1.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date expiration of the Company consummates the Business Combinationlock-up to which such shares are subject, (i) if any, the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities or (ii) the Representative or its designees or Permitted Transferees (the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, 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, within ten (10) days of the Company’s receipt of 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. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, 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 effect, as soon thereafter as practicable, but not more than forty forty-five (45) days immediately after the Company’s receipt of the Demand Registration, 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. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1S-I”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.