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 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 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 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 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 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 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 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 hereofAt any time, 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 Purchased Shares representing not less than 25% of the then-outstanding aggregate number of Registrable Securities (or (iiany lesser amount if the request relates to all remaining Registrable Securities) the Representative or its designees or Permitted Transferees (the “Demanding Holders”"Demand Party") may make a two written demand requests for Registration of all or part registration under the Act of their Registrable SecuritiesSecurities (a "Demand Registration"); provided, that no transferee of the Investors or of any such transferee shall be permitted to request a registration pursuant to this Section 2(a) unless the right to make such a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written demand shall describe notice of such registration request within 10 days after the amount and type receipt thereof to all other Holders. Within 15 days after receipt of securities to such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such Registration and the intended method(s) of distribution thereof registration (whether or not such written demand a “Demand Registration”). The Company shall, within ten (10) days Registrable Securities are of the Company’s receipt same series or class as the Registrable Securities that were the subject of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such original 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 effectinclude in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, as soon thereafter as practicable, but not more than forty five (45) days immediately after such method of disposition to be subject to the Company’s receipt approval 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 if it is other than an aggregate of three a firm commitment underwritten public offering (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 which approval shall not be counted for such purposes unless unreasonably withheld). Upon 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 demand, 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.Company will:

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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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(a) At any time, at any time and from time to time time, on or and after the date hereof, any of the Holders (the "Initiating Holders") may request in a written notice that the Company consummates file a registration statement under the Business CombinationSecurities Act (or a similar document pursuant to any other statute then in effect corresponding to the Securities Act) covering the registration of at least the Minimum Amount of Registrable Securities in the manner specified in such notice; provided that, at the time of such request, such Holders shall have a good faith intention to offer and sell pursuant to such registration statement at least the Minimum Amount of Registrable Securities. Following receipt of any notice under this Section 5.3 the Company shall (x) within ten days notify all other Holders of such request in writing and (y) thereupon will, as expeditiously as possible, use its best efforts to cause to be filed for registration under the Securities Act all Registrable Securities that the Initiating Holders and such other Holders have, within ten days after the Company has given such notice, requested to be registered in accordance with the manner of disposition specified in such notice by the Initiating Holders; provided, however, that, if (i) (A) the Holders Company is in possession of at least a majority material non-public information, (B) the Board of Directors of the thenCompany determines in good faith that disclosure of such material non-outstanding number public information would not be in the best interests of Registrable Securities the Company and its stockholders and (C) the Board of Directors of the Company or the Chief Executive Officer or the Chief Financial Officer of the Company determines (based on advice of counsel) that such prohibition is necessary in order to avoid a requirement to disclose such material non-public information, or (ii) the Representative Company has made a public announcement relating to an acquisition or business combination transaction including the Company and/or one or more of its designees subsidiaries (A) that is material to the Company and its subsidiaries taken as a whole (and for such purpose no transaction shall be deemed material unless, on a pro forma basis and after giving effect thereto, consolidated assets 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 consolidated revenues of the Company’s receipt Company and its subsidiaries as of the Demand Registration, notify, end of or for the most recently completed fiscal year would be increased by at least 10%) and (B) the Board of Directors of the Company or the Chief Executive Officer or the Chief Financial Officer of the Company determines in writing, all other Holders good faith that offers and sales of Registrable Securities prior to the consummation of such demandtransaction (or such earlier date as the Board of Directors or the Chief Executive Officer or the Chief Financial Officer of the Company shall determine) is not in the best interests of the Company and its stockholders, and each Holder then the Company shall not be required to file a registration statement until the earlier 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”x) shall so notify the Company, in writing, within five (5) days second day after the conditions in clause (i) or (ii) have ceased to exist and (y) the 30th day following receipt by the Holder Company 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 Initiating 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 Agreement5.3; provided, further, that an Underwritten Shelf Takedown that, (I) notwithstanding anything to the contrary contained herein, the Company shall not count be required to cause any such registration statement to be declared effective prior to the date which is three months from the date hereof and (II) the Company shall not be required to file more than four registration statements in response to requests pursuant to this Section 5.3. Notwithstanding clause (II) of the second proviso to the immediately preceding sentence, after the third month from the date hereof, if (1) a Transaction Notice is received by Ford from the Company pursuant to Section 3.2, (2) Ford rejects the proposal included in such Transaction Notice and (3) within three months of the date of receipt of the Transaction Notice (such three-month period, the "Demand Period"), the Holders do not make a registration request under Section 5.3 (provided that such a registration request shall be deemed to have been made by the Holders during the Demand Period if such a registration request was already pending at the time the Company's request was made, including a registration request in which a registration statement has been declared effective but the Registrable Securities thereunder shall not all have been offered or fully distributed), then the number of registration requests that may be made by the Holders pursuant to Section 5.3 as to which the Company will be required to pay expenses pursuant to Section 5.8 shall be reduced by one; provided that at least one right to make a registration request under Section 5.3 shall always be paid by the Company; and provided, further, that any further Transaction Notice received from the Company during any Demand RegistrationPeriod shall not lead to a reduction of the number of registration requests under Section 5.3 that may be made by the Holders and shall not cause another Demand Period to commence whether or not Ford rejects the proposal included by the Company in such Transaction Notice.

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 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 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 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 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 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 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 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 Company shall, within ten Demanding Stockholders hereunder shall collectively have the right to require up to two (102) days Long-Form Registrations and an unlimited number of Short-From Registrations. The number of Demand Registrations in the Company’s receipt form 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 Shelf 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(sas defined below) 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 Registrationunlimited.

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 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 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 (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 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 specify (“Form S-1”A) has become effective and all the approximate number of the shares of Registrable Securities requested by the Requesting Holders to be registered on behalf and (B) the intended method of distribution of such shares. Within 20 days of the Requesting Holders 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 Form S-1 Registration have been sold, registration all shares of Registrable Securities that holders of Registrable Securities request the Company to include in accordance with Section 3.1 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; 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 Company Investors who hold a majority in interest of the then-outstanding number of Registrable Securities held by all Company Investors or (ii) Pardes Investors who hold at least thirty percent (30%) of the Representative or its designees or Permitted Transferees (Registrable Securities held by all Pardes 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, will notify all other Holders Investors that are holders of Registrable Securities of such the demand, and each Holder of Registrable Securities such holder 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 Registration, a “Requesting Demanding Holder”) shall so notify the Company, in writing, Company within five fifteen (515) days after the receipt by the Holder such 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 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 two (2) Underwritten Demand Registrations in respect of all Registrable Securities held by the Company Investors, each of which will also count as an Underwritten Takedown of the Representative Company Investors under Section 2.1.5(c)(ii); 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”D) 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 Pardes Investors, each 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 which will also count as an Underwritten Shelf Takedown shall not count as a Demand Registrationof Pardes Investors under Section 2.1.5(c)(iii).

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 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 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 Warrants or (ii) three months prior to the Release Date with respect to all other Registrable Securities, but prior to the five-year anniversary of at least the effective date of the Company’s Form S-1 Registration Statement (File No. 333-[●]) (the “Effective Date”), (a) with respect to clause (i) the holders of a majority of the then-outstanding number of Registrable Securities or Private Warrants and (b) with respect to clause (ii) the Representative or its designees or Permitted Transferees (holders of a majority-in-interest of the “Demanding Holders”) Initial Shares, may make a written demand for Registration registration under the Securities Act of all or part of their Private Warrants 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 At any time and or from time to time, the Investor (and/or its Permitted Transferees) then owning, individually or in the aggregate, at least the Requisite Share Number may make a written request for registration under the Securities Act of all or part of its or their Registrable Securities (an “ Investor Demand Registration”); provided that the Holder or Holders making the request are together requesting that at least the Requisite Share Number of their shares be registered; provided further that the Company shall not be obligated to effect more than three (3) Demand Registrations, collectively, for the Investor and/or its Permitted Transferees. At any time on or after the date which is 180 days following the Company consummates closing of the Business CombinationQualified IPO, Xxxxx X. Xxxxxxxxxxx (iand/or his Permitted Transferees) then owning, individually or in the Holders of aggregate, at least a majority of the then-outstanding number of Registrable Securities or Requisite Share Number (ii) and for this purpose, shares held by the Representative or its designees or Permitted Transferees (other Existing Stockholders may be included if such Existing Stockholders elect to join in the “Demanding Holders”request) may make a written demand request for Registration registration under the Securities Act of all or part of his 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 an “ES Demand Registration”); provided that Xxxxx X. Xxxxxxxxxxx (and/or his Permitted Transferees) and the other Existing Stockholders joining in the request are together requesting that at least the Requisite Share Number of their shares be registered; provided further that the Company shall not be obligated to effect more than one (1) Demand Registration, in the aggregate, for the Existing Stockholders and/or their Permitted Transferees. Any such request will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. The Company shallshall give written notice of such registration request within ten days after the receipt thereof to all other Holders and Other Registration Rights Holders. If one or more of the Existing Stockholders requests an ES Demand Registration meeting all of the foregoing requirements (the “Initial Request”), the Investor (or its Permitted Transferees), any Existing Stockholder (or its Permitted Transferees) who did not join in the Initial Request, and any Other Registration Rights Holder shall be entitled to submit to the Company, within ten (10) days after receipt of notice of the Company’s receipt of Initial Request, a written request (the “Follow-on Request”) to join in such ES Demand Registration, notifyand thereupon Investor, in writing, all other Holders of Registrable Securities of such demandeach Existing Stockholder who made the Initial Request or a Follow-on Request, and each Other Registration Rights Holder of Registrable Securities who thereafter wishes made a Follow-on Request shall be entitled 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 RegistrationDemand Registration on a pro rata basis, a “Requesting Holder”) shall so notify determined based on the Company, in writing, within five (5) days after the receipt Pro Rata Share then held by the Holder Investor and the Existing Stockholders (in each case including any Permitted Transferees) and the Other Registration Rights Holders up to the number of Registrable Securities proposed to be sold in such ES Demand Registration; provided, that any such ES Demand Registration initiated by one or more of the notice from Existing Stockholders shall be treated as the CompanyExisting Stockholders’ one (1) permitted Demand Registration and not as one of the Investor’s three (3) permitted Demand Registrations. Upon receipt by If the Company Investor requests an Investor Demand Registration meeting all of any such written notification from a Requesting Holder(sthe foregoing requirements, each of the Existing Stockholders (or their Permitted Transferees) and each of the Other Registration Rights Holders shall be entitled to submit to the Company, within ten (10) days after receipt of notice of the Investor’s request for an Investor Demand Registration, a written request to join in such Requesting Holder(s) Investor Demand Registration, and if such a follow-on request is made, thereupon the Existing Stockholders or Other Registration Rights Holders who made such a follow-on request shall be entitled to have their include Registrable Securities included in a Registration pursuant to a such Investor Demand Registration on a pro rata basis, determined based on the Pro Rata Share then held by the Investor and the Company Existing Stockholders (in each case including Permitted Transferees) and the Other Registration Rights Holders up to the number of Registrable Securities proposed to be sold in such Investor Demand Registration; provided, that each such Investor Demand Registration shall effect, count as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt one 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 Investor’s three (3) Demand Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including and not as the one (1) Demand Registration on behalf of to which the Representative or its designees or Permitted Transferees; providedExisting Stockholders are, howevercollectively, that a Registration entitled. The Company shall not be counted for such purposes unless a Form S-1 or have 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 right to be registered on behalf of the Requesting Holders participate 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 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 In 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 event that the Company consummates does not then have an effective Registration Statement available for the Business Combination, (i) the Holders of at least a majority sale of the then-outstanding number of Registrable Securities on Form S-3, and the Registrable Securities may not be freely sold pursuant to Rule 144 promulgated under the Securities Act without limitation on volume or manner of sale limitations (ii) subject to requirements under Rule 144 that the Representative or its designees or Permitted Transferees Company has filed all required applicable reports under the Exchange Act), WPXI Finance, LP and Warburg Pincus XI Partners, L.P. (the together with their affiliated transferees, “Demanding HoldersWarburg Pincus”) ), may make a written demand for Registration registration under the Securities Act of all or part of their Registrable SecuritiesSecurities having an aggregate value of at least $20 million, 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, will within ten (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 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(d) and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 6. 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 a Demand Registration under this subsection 2.1.1 with Section 2(a) in respect to any or of all Registrable Securities, including one (1) . No 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 made while a Resale Shelf Registration Statement remains effective and all of or the Registrable Securities requested by the Requesting Holders may be freely sold pursuant to be registered Rule 144 without limitation on behalf value or manner 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 Registrationsale limitations.

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 Securities, or (ii) the Representative Cantor, Odeon or its their 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 (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, Securities including one (1) Demand Registration on behalf of the Representative or its designees or Permitted TransfereesCantor, Odeon and 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 2.1.5 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 subsection 2.1.1 outstanding covering all the Registrable Securities, following the twelve (12) month anniversary of the consummation of the Business Combination, either (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 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 reasonably 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 (x) an aggregate of two (2) Registrations pursuant to a Demand Registration by the Existing Holders under this subsection 2.1.2, and (y) an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of Securities held by the Representative or its designees or Permitted TransfereesNew Holders; 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 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 and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Form S-1 Registration Statement (subject to the provisions of subsection 2.1.5) have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that 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 Cantor, Odeon 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, Securities including one (1) Demand Registration on behalf of the Representative cantor, Odeon or its designees or Permitted Transfereestheir 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 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 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 demand, a “Demand Registration”). The Company shall, within ten (10) five 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) three 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) 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 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 Cantor, Odeon and their 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 (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, Securities including one (1) Demand Registration on behalf of the Representative or its designees or Permitted TransfereesCantor, Odeon and 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 Section 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 Period, (i) the Holders of any Acquiror Holder or Acquiror Holders, in each case, holding at least a majority in interest of the then-outstanding number of Registrable Securities held by all the Acquiror Holders or (ii) any Company Holder or Company Holders, in each case, holding at least a majority in interest of the Representative then-outstanding number of Registrable Securities held by all Company Holders (such Acquiror Holders or its designees or Permitted Transferees (Company 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 SecuritiesSecurities on Form S-3 (“Form S-3”) (or, if Form S-3 is not available to be used by the Company at such time, on Form S-1 (“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) calendar 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) calendar 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) 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 one (1) Demand Registration during any six-month period, an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection Section 2.1.1 with respect initiated by the Acquiror Holders, or an aggregate of three (3) Registrations pursuant to any or all Registrable Securities, including one (1) 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 Section 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 RegistrationCompany Holders.

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-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 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 Effective Time (as defined in the Company consummates the Business CombinationReorganization Agreement), each of (i) the Holders holders of at least a majority of the thenRegistrable Securities held by Yucaipa and its Affiliates and transferees of any of the foregoing, as a group (the "Yucaipa Group"), and (ii) the holders of a majority of the Registrable Securities held by Jeffrey P. Smith, Richard D. Xxxxx xxx Xxxx L. Xxxxx xx xxxxxrs of xxxxx xxxxxxtive families, or any trust of which any of the foregoing are beneficiaries, as a group (the "Smith Group"), may make two xxxxten requests of the Company for 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 (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-outstanding month period. Each such Demand Notice will specify the 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 proposed to be included in sold pursuant to such Demand Registration and will also specify 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 Promptly after receipt of the any Demand RegistrationNotice, notify, but in writing, all other Holders of Registrable Securities no event later than 60 days after receipt of such demandDemand Notice, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in the Company shall file 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 Statement with 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) 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 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 with respect to any group of Holders requesting a 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 of this Agreement. The Company shall give written notice of any similar long-form registration statement Demand Notice by any Holder, which request complies with this Section 2.1(a), within 5 days after the receipt thereof, to each Holder who did not initially join in such request. Within 10 days after receipt of such notice, any such Holder may request in writing that may its Registrable Securities be available at included in such time (“Form S-1”) has become effective registration, and all of the Company shall include in the Demand Registration the Registrable Securities of each such Holder requested by the Requesting Holders to be registered on behalf so included, subject to the provisions 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.Section

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 Closing Date of the Business Combination, either (i) the Holders holders of at least a majority majority-in-interest of the then-outstanding number of Registrable Securities held by the Investors or their affiliates, or the transferees of the Investors, or (ii) the Representative 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 the 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, 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 of such Holder’s holder including 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 under this Section 2.1.1 in respect of all Registrable Securities, provided that if the Registrable Securities sought to be included in the Registration pursuant to a this Section 2.1.1 are not fully included in such Registration for any reason other than solely due to the action or inaction of the Investors including Registrable Securities in such Registration, such Registration shall not be deemed to constitute an Demand Registration under pursuant to this subsection 2.1.1. For the avoidance of doubt, each of (a) the holders of a majority-in-interest of the Registrable Securities held by the Investors, and (b) the Sponsor Group, are permitted to exercise at least one Demand Registration pursuant to this 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 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 Securities, or (ii) the Representative or its Cantor, Odeon and their 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 (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 TransfereesCantor, Odeon and 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 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-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 compliance with Section 3.4 hereof, and provided that 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 the Company consummates 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 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 this Agreement 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 during any six-month period or any similar long-form registration statement that may be available Demand Registration at such any time (“Form S-1”) has become there is an effective and all of Resale Shelf Registration Statement on file with 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 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 or (ii) held by the Representative or its designees or Permitted Transferees 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 (a) If the provisions of subsection 2.1.4 and Section 2.4 hereof, Company shall receive at any time and from time to time on or after the date the Company consummates the Business Combination, earlier of (i) the five (5) year anniversary of the date of this Agreement, or (ii) six months after the effective date of the first registration statement under the Securities Act for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction), a written request from the Holders of at least a majority of the then-Registrable Securities then outstanding number that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities or (ii) having an anticipated aggregate offering price of at least $5,000,000, then 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) 10 days of the Company’s receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to file as soon as practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Demand Registration, notify, in writing, Securities Act covering all other Holders of Registrable Securities which the Holders request to be registered within 20 days of the mailing of such demand, and each Holder of notice by the Company. (b) If the Holders initiating the registration request hereunder ("Initiating Holders") intend to distribute the Registrable Securities who thereafter wishes covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder 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 his Registrable Securities in such Registration, registration shall be conditioned upon such Hxxxxx's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a “Requesting Holder”) shall so notify the Company, majority in writing, within five (5) days after the receipt by the Holder interest of the notice from the Company. Upon receipt by the Company of any Initiating Holders and such written notification from a Requesting Holder(sHolder) to the Company, extent provided herein. All Holders proposing to distribute their securities through such Requesting Holder(s) underwriting shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and (together with the Company shall effect, as soon thereafter as practicable, but not more than forty five (45provided in subsection 1.5(e)) days immediately after enter into an underwriting agreement in customary form with 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 underwriter 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 underwriters selected for such purposes unless a Form S-1 or underwriting. Notwithstanding any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all other provision of this Section 1.2, if the Registrable Securities requested by underwriter advises the Requesting Holders to be registered on behalf of the Requesting Initiating Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, writing that an Underwritten Shelf Takedown shall not count as marketing factors require a Demand Registration.limitation of

Request for Registration. Subject to the provisions of subsection 2.1.4 2.2.4 and Section 2.4 hereofhereof and provided that the Company does not have an effective Registration Statement pursuant to subsection 2.1.1 outstanding covering all the Registrable Securities, at any time and from time to time on or after the date first anniversary of the Company consummates the Business CombinationClosing, either (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 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, 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, but not more than 45 days immediately after the Company’s receipt of the Demand Registration. Under no circumstances shall the Company be obligated to effect (i) a Demand Registration under this subsection 2.2.1 unless such Demand Registration includes Registrable Securities having an aggregate market value of at least $[●] (based on the Registrable Securities included in such Demand Registration by all Holders participating in such Demand Registration) or (ii) more than an aggregate of three (3) Demand 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 Transferees2.2.1; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement Registration Statement that may be available at for such time (“Form S-1”) purposes 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 and the Demanding Holders in such Form S-1 Registration Statement (or, where applicable, the Pro Rata allocation thereof) have been sold, in accordance with Section 3.1 of this Agreement; provided. Notwithstanding anything to the contrary in this subsection 2.2.1, further, that any Demand Registration in the form of an Underwritten Shelf Takedown shall not count as a Offering must include, in the aggregate, Registrable Securities having an aggregate market value of at least $[●] (based on the Registrable Securities included in such Demand Registration by all Holders participating in such Demand Registration).

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 after _____________, ____ [ONE YEAR AFTER FIRST CLOSING], one or more Holders may request the Company, in writing (a Demand ------ Request ), to time on or after effect the date registration under 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 Act of all or part ------ of its or their Registrable Securities, which written demand shall describe Shares (a Demand Registration ); provided that ------------------- -------- the amount and type of securities Registrable Shares proposed to be included in such Registration and sold by 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 requesting a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registrationthe Requesting Holders, a “Requesting Holder”) which term 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 include parties deemed Requesting Holders pursuant to such Section 2.1.5 hereof) represent, in the aggregate, more than 20% of the total number of Registrable Shares held by all Holders (a Registrable Amount ). ------------------- (b) Each Demand RegistrationRequest shall specify the number of Registrable Shares proposed to be sold (which shall represent, in the aggregate, more than 20% of the total number of Registrable Shares held by all Holders) and the intended method of disposition thereof. Under no circumstances shall Subject to Section 2.1.6, the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to shall file the Demand Registration within 45 days after receiving a Demand Registration under this subsection 2.1.1 with respect Request (the Required Filing Date ) and shall use all commercially reasonable -------------------- efforts to any or all Registrable Securities, including one (1) Demand Registration on behalf of cause the Representative or its designees or Permitted Transfereessame to be declared effective by the SEC as promptly as practicable after such filing; 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 AgreementCompany need effect only -------- ---- five Demand Registrations; provided, further, that an Underwritten Shelf Takedown if any Registrable Shares -------- ------- requested to be registered pursuant to a Demand Request under this Section 2.1 are excluded from a registration pursuant to Section 2.1.4 below, the Holders shall have the right, with respect to each such exclusion, to one additional Demand Registration under this Section 2.1 with respect to such excluded Registrable Shares; and provided, further, that the Company shall not count as be -------- ------- obligated to file a Demand Registrationregistration statement relating to a registration request under this Section 2.1 more frequently than once in any nine month period or within a period of six months after the effective date of any other registration statement of the Company other than an Excluded Registration or any registration statement filed at the request or on behalf of, or for the benefit of, another securityholder of the Company (other than pursuant to this Section 2.1) in which Holders were not entitled to include all Registrable Shares requested to be included therein.

Request for Registration. (a) Subject to the provisions conditions of subsection 2.1.4 and this Section 2.4 hereof2.1, if the Company shall receive at any time and from time to time on or after the earlier of (i) five years after the date of this Agreement or (ii) six (6) months after the Company consummates effective date of the Business CombinationQualified IPO (as defined in the Restated Certificate), (i) a written request from the Holders of at least a majority fifty percent (50%) of the then-Registrable Securities then outstanding number (for purposes of this Section 2.1, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities or (ii) with an anticipated aggregate offering price of at least $5,000,000, then 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 twenty (1020) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.1, use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s receipt notice pursuant to this Section 2.1(a) (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Act), and use all reasonable efforts to permit or facilitate the sale and distribution of the Demand Registration, notify, in writing, all other Holders or such portion of such Registrable Securities as are specified in such request. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of such demandan underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, and each the Company shall include such information in the written notice referred to in Section 2.1(a). In such event the right of any Holder of to include its Registrable Securities who thereafter wishes to include all or a portion in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion majority in interest of the Initiating Holders and such Holder’s Registrable Securities in ) to the extent provided herein. All Holders proposing to distribute their securities through such Registration, a “Requesting Holder”) shall so notify underwriting (and the Company, if applicable) shall enter into an underwriting agreement in writing, within five (5) days after customary form with the receipt by the Holder of the notice from the Company. Upon receipt underwriter or underwriters selected for such underwriting by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) (which underwriter or underwriters shall be entitled reasonably acceptable to have their Registrable Securities included in those Initiating Holders holding 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 majority of the Registrable Securities requested then 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 all Initiating Holders). Notwithstanding any other provision of this Agreement; providedSection 2.1, furtherif the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that an Underwritten Shelf Takedown would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall not count as a Demand Registrationbe allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

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 $30,000,000 worth 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 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 Lock-up Period applicable to the Business Combination, Registrable Securities of a Holder (iif any) 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 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 following the date the Company consummates the Business CombinationEffective Time (but subject to Article V), (i) the Holders of at least a majority of the then-outstanding number of Registrable Securities or TRP, (ii) Mxxxxxx X. Xxx, or (iii) the Representative Original Holder (TRP, Mxxxxxx X. Xxx or its designees or Permitted Transferees (the Original Holder, as the case may be, the “Demanding HoldersHolder”) ), 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 no later than (105) days following the initial filing date of the Company’s receipt of the Demand Registrationsuch Registration Statement, 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 (3i) two (2) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect initiated by TRP, (ii) two (2) Registrations pursuant to any or all Registrable Securities, including one (1) a Demand Registration on behalf of the Representative under this subsection 2.1.1 initiated by Mxxxxxx X. Xxx, or its designees or Permitted Transferees; provided, however, that (iii) two (2) 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 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 Combinationhereof, (ia) the New Holders of holding at least a majority in interest of the then-outstanding number of Registrable Securities held by all New Holders (the “Demanding New Holders”) or (iib) Original 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 Original Holders (the “Demanding Original Holders” and, together with the Demanding New Holders, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, 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 twenty (1020) 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 effectfile, 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 Requesting Holders pursuant to such Demand Registration. 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 2.1.1 with respect to any or all of the Registrable Securities; provided, including however, that that in no event shall the Original Holders be entitled to less than one (1) Demand Registration on behalf of the Representative or its designees or Permitted TransfereesRegistration; provided, however, further 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. Notwithstanding the provisions set forth herein, further, that an Underwritten Shelf Takedown shall not count as the right to a Demand RegistrationRegistration set forth under this Section 2.1.1 with respect to the Registrable Securities held by the Sponsor shall terminate on the fifth anniversary of the effective date of Company’s Registration Statement on Form S-1 (File No. 333-248333) (the “Effective 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 the date provided that the Company consummates the Business Combinationdoes not have an effective Registration Statement pursuant to subsection 2.1.1 covering Registrable Securities, (ia) the Sponsor Holders of at least a majority majority-in-interest of the then-outstanding number of Registrable Securities then held by the Sponsor Holders or (iib) the Representative or its designees or Permitted Transferees Legacy Jam City Holders of at least a majority of the Registrable Securities then-held by the Legacy Jam City Holders ((a) and (b) collectively, 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 effectfile, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, a Form S-3 Shelf, or if Form S-3 is not then available to the Registration of Company, a Form S-1, covering all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand RegistrationRegistration and shall use reasonable best efforts to cause such Registration Statement to become effective as promptly as practicable after filing. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration by each of the Sponsor Holders or Legacy Jam City Holders under this subsection 2.1.1 2.1.5 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 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an a Shelf Underwritten Shelf Takedown Offering 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 Closing, Investors holding a majority-in-interest of the Company consummates Registrable Securities then issued and outstanding (for the Business Combinationavoidance of any doubt, throughout this agreement, (i) such determination is based on the Holders of at least a majority of the then-outstanding number of Registrable Securities or held by the investors and not the voting rights of those Registrable Securities, and (ii) Escrow Shares as held under the Representative terms of the Escrow Agreement or its designees or Permitted Transferees (other escrow arrangements shall not be counted towards any majority-in-interest determination on behalf of the “Demanding Holders”Investors under this Agreement) 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 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) 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 expiration of any lock-up period to which an Existing Investor’s shares are subject, if any, provided compliance by the Company consummates Existing Investors with Section 3.4, and provided further there is not an effective Resale Shelf Registration Statement available for the Business Combination, (i) the Holders of at least a majority resale of the then-outstanding number of Registrable Securities or (ii) pursuant to Section 2.1, Existing Investors that hold a majority-in-interest of the Representative or its designees or Permitted Transferees (the “Demanding Holders”) outstanding Registrable Securities held by all Existing 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 shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, will notify all other Holders Investors that are holders of Registrable Securities of such the demand, and each Holder such holder of Registrable Securities who thereafter wishes to include all or a portion of such Holderholder’s Registrable Securities in a Registration pursuant to a the Demand Registration (each such Holder that includes all or a portion holder including shares of such Holder’s Registrable Securities in such Registrationregistration, a “Requesting Demanding Holder”) shall so notify the Company, in writing, Company within five fifteen (515) days after the receipt by the Holder holder of the notice from the Company. 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 Company shall the Company not be obligated to effect effect: (i) more than an aggregate of three Demand Registration during any 12-month period or (3ii) Registrations any Demand Registration pursuant to a Demand this Section 2.2.1 at any time there is an effective Resale Shelf Registration under this subsection 2.1.1 Statement on file with respect the Commission pursuant 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.

Request for Registration. Subject to the provisions of subsection Section 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 Combinationapplicable Lock-up Period, (i) the Holders of any Acquiror Holder or Acquiror Holders, in each case, holding at least a majority in interest of the then-outstanding number of Registrable Securities held by all the Acquiror Holders or (ii) any Company Holder or Company Holders, in each case, holding at least a majority in interest of the Representative then-outstanding number of Registrable Securities held by all Company Holders (such Acquiror Holders or its designees or Permitted Transferees (Company 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 SecuritiesSecurities on Form S-3 (“Form S-3”) (or, if Form S-3 is not available to be used by the Company at such time, on Form S-1 (“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) calendar 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) calendar 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) 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 one (1) Demand Registration during any six-month period, an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection Section 2.1.1 with respect initiated by the Acquiror Holders, or an aggregate of three (3) Registrations pursuant to any or all Registrable Securities, including one (1) 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 Section 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 RegistrationCompany 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 on or after the date the Company consummates the Business Combinationhereof, (ia) the New Holders of holding at least a majority in interest of the then-outstanding number of Registrable Securities held by all New Holders (the “Demanding New Holders”) or (iib) Original 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 Original Holders (the “Demanding Original Holders” and, together with the Demanding New Holders, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, 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 twenty (1020) 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 effectfile, 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 Requesting Holders pursuant to such Demand Registration. 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 2.1.1 with respect to any or all of the Registrable Securities; provided, including however, that in no event shall the Original Holders be entitled to less than one (1) Demand Registration on behalf of the Representative or its designees or Permitted TransfereesRegistration; provided, however, further 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. Notwithstanding the provisions set forth herein, further, that an Underwritten Shelf Takedown shall not count as the right to a Demand RegistrationRegistration set forth under this Section 2.1.1 with respect to the Registrable Securities held by the Sponsor shall terminate on the fifth anniversary of the effective date of Company’s Registration Statement on Form S-1 (File No. 333-248333) (the “Effective Date”).

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 applicable Lock-up Period, either (ia) the Existing Holders of at least a majority in interest of the then-then issued and outstanding number of Registrable Securities held by the Existing Holders, (b) the New Holders of at least a majority in interest of the then issued and outstanding number of Registrable Securities held by the New Holders, or (iic) the Representative or its designees or Permitted Transferees LCH (the “Demanding Holders”) ), in each case, 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 (10) 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 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 2.2.4 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 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 SecuritiesSecurities held by such Existing Holders, including one (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 such New Holders, and (z) an aggregate of two (2) Registrations 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 by LCH under this Section 2.2.1 with respect to any or all Registrable Securities held by LCH.