Common use of Request for Registration Clause in Contracts

Request for Registration. At any time and from time to time on or after the date that the Company consummates a Business Combination, (i) Stifel or (ii) the holders of a majority-in-interest of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the 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 under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (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. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall 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, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At If, at any time and from time prior to time on or after the date Expiration ------------------------ Date, any 25% Holders request that the Company consummates file a Business Combination, (i) Stifel or (ii) the holders of a majority-in-interest of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the 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 statement under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Act, as soon as practicable thereafter the case Company shall use its best efforts to file a registration statement with respect to all Warrant Shares that it has been so requested to include and obtain the effectiveness thereof, and to take all other action necessary under federal or state law or regulation to permit the Warrant Shares that are held and/or that may be (a “Demand Registration”). Any demand for a Demand Registration shall specify acquired upon the number exercise of shares the Warrants specified in the notices of Registrable Securities proposed the Holders or holders hereof to be sold or otherwise disposed of, and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of shall maintain such holder’s Registrable Securities in the Demand Registration (compliance with each such holder including shares of Registrable Securities in federal and state law and regulation for the period necessary for such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated or Holders to effect more than an aggregate of three (3) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securitiesthe proposed sale or other disposition; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which the Company shall be governed entitled to defer such registration for a period of up to 60 days if and to the extent that its Board of Directors shall in good faith determine that such registration would require disclosure of information not otherwise then required to be disclosed and that such disclosure would adversely affect any material business situation, transaction or negotiation then proposed, contemplated or being engaged in by the Company. The Company shall also promptly give written notice to the Holders and the holders of any other Warrants and/or the holders of any Warrant Shares who or that have not made a request to the Company pursuant to the provisions of this Section 3.56.2(a) of its intention to effect any required registration or qualification, and (ii) a Registration shall not be counted for use its best efforts to effect as expeditiously as possible such purposes unless a Form S-1 registration or any similar long-form registration statement qualification of all such other Warrant Shares that are then held and/or that may be available at such time (“Form S-1”) has become effective and all acquired upon the exercise of the Registrable Securities Warrants, the Holder or holders of which have requested such registration or qualification, within 15 days after such notice has been given by the Demanding Holders Company, as provided in the preceding sentence. The Company shall be required to be registered effect a registration or qualification pursuant to this Section 6.2(a) on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1one occasion only.

Request for Registration. At any time and from time to time on or after the date that the Company consummates a Business Combination, (i) Stifel or (ii) the holders of a majority-in-interest of the Founder Shares, Private Placement Shares, Private Rights (or underlying securities), Private Warrants (or underlying securities), Working Capital Warrants (or underlying securities) ), the Representative’s Shares, or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Private Placement Shares, Private Warrants (or underlying securities), Private Rights (or underlying securities), the Representative’s Shares, Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Securities, as the case may be (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. The Company will will, within ten (10) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company Company, in writing, within fifteen three (153) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At Subject to the provisions of Section 5 hereof, at any time and from time to time on any Holder or after Holders holding in the date that the Company consummates a Business Combination, (i) Stifel aggregate 10% or (ii) the holders of a majority-in-interest more of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) shares or other Registrable Securities, as the case may be, held by the Investors, officers or directors units of the Company or their affiliates, or the transferees of the Investors, Restricted Stock then outstanding may make a written demand request for registration under the Securities Act of all or part of its or their Founder Shares, Private Placement Warrants Restricted Stock pursuant to this Section 2 (or underlying securitiesa "Demand Registration"), Working Capital Warrants (or underlying securities) provided that the number of shares or other Registrable Securities units of Restricted Stock proposed to be sold or distributed pursuant to such registration shall be equal to 10% or more of the aggregate number of shares or other units of Restricted Stock then outstanding, but (excluding Registrable Securities held by Stifel and its transferees)if fewer than all outstanding shares or other units of Restricted Stock are proposed to be so sold or distributed) in no event less than 5% of the initial aggregate number of shares or other units of Restricted Stock (subject to appropriate adjustment for any stock dividend, as stock split, combination, recapitalization, merger, consolidation, reorganization or other occurrence affecting the case may be (a “Demand Registration”number of shares or other units of Restricted Stock then outstanding). Any demand Such request will specify the aggregate number of shares or other units of Restricted Stock proposed to be sold or distributed and will also specify the intended method of disposition thereof. Within 10 business days after receipt of such request, the Company will give written notice of such registration request to all other Holders of Restricted Stock and include in such registration all Restricted Stock with respect to which the Company has received written requests for a Demand Registration shall inclusion therein within 15 business days after the date on which such notice is so given. Each such request will also specify the number of shares or other units of Registrable Securities proposed Restricted Stock to be sold registered and the intended method(s) method of distribution disposition thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes No party other than a Holder shall be permitted to include all or a portion of such holder’s Registrable Securities securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall 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, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) unless the Holder or Holders of 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 by the Demanding Holders shares or other units of Restricted Stock to be registered on behalf of the Demanding Holders included therein shall have consented thereto in such Form S-1 Registration have been sold, in accordance with Section 3.1writing.

Request for Registration. At Holder agrees to execute on an expedited basis any time and from time to time on or lockup agreements reasonably requested by the managing underwriter for the Initial Public Offering; provided, however, that the lockup period shall not exceed 180 days after the date that the Company consummates a Business Combination, (i) Stifel or (ii) the holders of a majority-in-interest consummation of the Founder SharesInitial Public Offering. Without limiting the generality of the foregoing, Private Placement Warrants (or underlying securities)Holder agrees, Working Capital Warrants (or underlying securities) or other Registrable Securities, as for the case may be, held by the Investors, officers or directors benefit of the Company and the underwriters for the Initial Public Offering, that no Holder or their affiliatesany affiliate or family member thereof will directly or indirectly sell, transfer or otherwise dispose of any shares of Restricted Stock (as defined below) prior to the expiration of 180 days after the consummation of the Initial Public Offering (such expiration date shall be referred to herein as the "Lockup Expiration Date"). As used in this Agreement, "Restricted Stock" shall mean all shares of Common Stock issued to Holder pursuant to the Contribution and Exchange Agreement and owned by any Holder after the Initial Public Offering, together with any securities issued or issuable with respect to any such Common Stock by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, or otherwise. As to any particular shares of Restricted Stock, such securities shall cease to be Restricted Stock when (a) a registration statement with respect to the transferees sale of such securities shall have become effective under the InvestorsSecurities Act and such securities shall have been disposed of in accordance with such registration statement, (b) such securities may be distributed to the public pursuant to Rule 144 (or any successor provision) under the Securities Act (even though not actually sold pursuant thereto), (c) such securities shall have been otherwise transferred, new certificates representing such securities not bearing a legend restricting transfer shall have been delivered by the Company and subsequent disposition of such securities (without any volume limitations) shall not require registration or qualification of such securities under the Securities Act or any similar state law then in force, (d) such securities shall have ceased to be outstanding, or (e) the Holder or Holders thereof shall agree in writing to terminate this Agreement (each Holder and any permitted assignee of such Holder's rights and duties hereunder are referred to herein as the "Holders" or individually as a "Holder"). Subject to the conditions and limitations set forth in Section 4 of this Agreement, at any time after the Lockup Expiration Date, one or more Holders may make a written demand request for registration under the Securities Act of all or part of its or their Founder Shares, Private Placement Warrants Restricted Stock pursuant to this Section 1 (or underlying securitiesa "Demand Registration"), Working Capital Warrants provided that the Minimum Number (as hereinafter defined) of shares of Restricted Stock shall be registered in such offering. The term "Minimum Number" shall mean the lesser of (i) 50% of the initial number of shares of Restricted Stock issued pursuant to the Contribution and Exchange Agreement (as adjusted for any stock splits, stock combinations, stock dividends or underlying securitiesrecapitalizations that are effected after the Initial Public Offering) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify ii) 100% of the number of shares of Registrable Securities Restricted Stock then beneficially owned by all of the Holders in the aggregate. The Holder making such a request for a Demand Registration is sometimes herein referred to as the "Designating Holder." Such request will specify the aggregate number of shares of Restricted Stock proposed to be sold and will also specify the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall 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, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.method of

Request for Registration. At (i) As promptly as practicable, a Sponsor or the Sponsors, or (ii) at any time and from time to time on or after the date that is the Company consummates a Business Combinationfifth (5th) anniversary of the date hereof, (i) Stifel or (ii) the holders of a majority-in-majority in interest of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Unit Holders of Registrable Securities, as in the case may be, held by the Investors, officers or directors of event that the Company fails to file, has not filed or their affiliatesif filed fails to maintain the effectiveness of, a Shelf Registration Statement then, in addition to any other remedies such Holders may have, at law or in equity, with respect to the transferees applicable class of the InvestorsCompany Shares, in each case, may make a written demand request to the Company for registration under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (a “Demand Registration”); provided, that if and so long as a Shelf Registration Statement is on file and effective with respect to the applicable class of Company Shares, then the Company shall have no obligation to effect a Demand Registration for such class. The Company shall prepare and file a registration statement on an appropriate form with respect to any Demand Registration (the “Demand Registration Statement”) and shall use its commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof and the Company shall use its commercially reasonable efforts to keep such Demand Registration Statement effective for a period ending when all Company Shares covered by the Demand Registration Statement are no longer Registrable Securities or the date as of which each of the Stockholders is permitted to sell its Registrable Securities without Registration pursuant to Rule 144 under the Securities Act without volume limitation or other restrictions on transfer thereunder. The number of Demand Registrations which may be made pursuant to this Section 2.2(a) shall be unlimited. Any demand request for a Demand Registration shall will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method(s) method of distribution disposition thereof. The Company will notify all holders shall have the opportunity to register such number of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in Company Shares as it may elect on the Demand Registration Statement and as part of the same underwritten offering in connection with a Demand Registration (each such holder including shares a “Company Piggy-Back Registration”). Unless the Sponsor or Sponsors or the a majority in interest of Registrable Securities the Unit Holders participating in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject as applicable, shall consent in writing, no party, other than the Company, shall be permitted to offer securities in connection with any such Demand Registration. Each of the Sponsors or the Unit Holders that has requested its Registrable Securities be included in a Demand Registration pursuant to this Section 2.1.4 2.2(a) may withdraw all or any portion of its Registrable Securities from a Demand Registration at any time prior to the effectiveness of the applicable Demand Registration Statement. Upon receipt of a notice to such effect from the Sponsor(s) or the Unit Holders, as applicable, with respect to all of its Registrable Securities, the Company shall cease all efforts to secure effectiveness of the applicable Demand Registration Statement. In addition, if the Company receives a Demand Registration and the provisos set forth Company is then in Section 3.1.1. The the process of engaging in a Company Public Sale, the Company shall not be obligated inform the Sponsor(s) and/or the Unit Holders, as applicable, of the Company’s intention to effect more than an aggregate engage in a Company Public Sale and may require the Sponsor(s) and/or the Unit Holders, as applicable, to withdraw such request for registration for a period of three (3up to 120 days so that the Company may complete the Company Public Sale. In the event that the Company ceases to pursue such Company Public Sale, it shall promptly inform the Sponsor(s) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; providedand/or the Unit Holders, howeveras applicable, that (iand the Sponsor(s) this limitation shall not apply to any Demand Registration initiated by Stifeland/or the Unit Holders, which as applicable, shall be governed by Section 3.5, and (ii) permitted to submit a Registration shall not be counted new request 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 Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1registration.

Request for Registration. At any time and from time to time on or after the date that hereof, if the Company consummates proposes to file a Business Combination, registration statement under the 1933 Act (other than (i) Stifel a registration statement on Form S-4 or S-8 or any successor form that may be adopted by the SEC, (ii) a registration statement filed in connection with an exchange offer or offering of securities or debt solely to the holders Company’s existing security or debt holders, (iii) a registration statement filed as a “shelf” registration pursuant to Rule 415 under the 1933 Act or (iv) the Existing Registration Statement (an “Exempt Offering”)) with respect to an offering of a majority-in-interest securities of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, same class as the case may beRegistrable Securities for the Company’s own account or for the account of any of its security holders, then the Company shall give written notice of such proposed filing to each Investor as soon as practicable (but in no event less than 20 nor more than 60 days before the anticipated filing date). Such notice shall offer each Investor the opportunity to have all or any of the Registrable Securities held by such Investor included in the InvestorsRegistration Statement proposed to be filed or, officers or directors of at the Company or their affiliatesCompany’s option, or in a separate Registration Statement to be filed concurrently with such Registration Statement (the transferees of the Investors“Piggy-Back Registration”). Within 15 days after receiving such notice, each Investor may make a written demand for registration under request to the Securities Act Company that any or all of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other the Investor’s Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)be included in the Piggy-Back Registration, as the case may be (a “Demand Registration”). Any demand for a Demand Registration which notice shall specify the number of shares of to be so included. Subject to Section 3(b) hereof, the Company shall include in the Piggy-Back Registration (or in a separate Registration Statement filed concurrently therewith) all Registrable Securities proposed with respect to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify which the Company has received a written request for inclusion therein within fifteen (15) 15 days after the receipt by the holder such Investor of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1’s notice. The Company shall not be obligated may in its discretion withdraw any Registration Statement filed pursuant to effect more than an aggregate of three (3) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i3(a) this limitation shall not apply subsequent to its filing without liability to any Demand Registration initiated by Stifel, which Investor except with respect to expenses. Each Investor shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 permitted to withdraw all or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all part of the Investor’s Registrable Securities requested by the Demanding Holders to be registered on behalf included in a Piggy-Back Registration at any time prior to the effective date of the Demanding Holders in such Form S-1 Piggy-Back Registration have been sold, in accordance with Section 3.1without any liability for any registration expenses.

Request for Registration. At any time and from time to time on or after the date that is thirty (30) days after the Company consummates a an Initial Business Combination, (i) Stifel or (ii) the holders of a majority-in-interest of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other any class of Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees Permitted Transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding each such class of Registrable Securities held by Stifel such holders; provided that the estimated market value of Registrable Securities of all classes to be so registered thereunder is at least $500,000 in the aggregate; and its transferees), provided further that any Registration Statement for Unreleased Registrable Securities may not become effective until after such Registrable Securities have become Released Registrable Securities. Any such requested registration shall be referred to as the case may be (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. The Within five (5) Business Days following receipt of any request for a Demand Registration, the Company will notify in writing all holders of Registrable Securities of the class or classes to be registered of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt in writing; provided that such notice shall be received by the holder Company within ten (10) Business Days of the Company’s having sent the applicable notice from to such holder or holders. All such requests shall specify the class and aggregate amount of Registrable Securities to be registered and the intended method of distribution. The Company may include in such registration additional securities of the class or classes of the Registrable Securities to be registered thereunder, including securities to be sold for the Company’s own account or the account of Persons who are not holders of Registrable Securities. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall 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, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.to

Request for Registration. At any time and from time to time on or after (a) Upon the date that occurrence of a Registration Trigger Event, if the Company consummates shall receive from a Business CombinationHolder (or, (i) Stifel or (ii) in the holders event there is more than one Holder as a result of the issuance by the Company of the Notes, the Company shall receive written notice from such Holders acting with respect to their rights under this Agreement according to a vote of a majority-in-interest of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securitiesHolders) or other a written request that the Company effect any registration with respect to any Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliatesshall use its commercially reasonable efforts to effect such registration (including, or without limitation, the transferees execution of the Investorsan undertaking to file post-effective amendments, may make a written demand for registration appropriate qualification under applicable state securities laws and appropriate compliance with applicable regulations issued under the Securities Act Act) as may be so requested and as would permit or facilitate the sale and distribution of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (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. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a such portion of such holder’s Registrable Securities as are specified in such request in the Demand Registration (each such holder including shares of Registrable Securities states specified in such registration, a “Demanding Holder”) shall so notify request. Notwithstanding the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such requestforegoing, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated hereunder to effect more than such registration unless the proposed public offering price of the securities to be included in such registration shall be at least $100,000 (before deducting underwriting discounts and commissions). If the registration request pertains to any Registrable Securities not yet outstanding because conversion rights have not been exercised, Company may condition the registration of such securities on an aggregate irrevocable undertaking to pay all expenses incident to such registration if such conversion rights are not exercised prior to the effective date of three (3) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; providedthe registration statement. Subject to the previous paragraph, however, that the Company shall file (i) this limitation shall not apply a registration statement with the Commission pursuant to any Demand Rule 415 under the Securities Act on Form S-3 under the Securities Act (or in the event that the Company in ineligible to use such form, such other form as the Company is eligible to use under the Securities Act) covering the Registrable Securities so requested to be registered ("Registration initiated by Stifel, which shall be governed by Section 3.5, and Statement"); (ii) a Registration such state securities filings as 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 have been requested by the Demanding Holders to be registered on behalf Holder; and (iii) any required filings with The Nasdaq Stock Market, Inc. or exchange where the Shares are traded, as soon as practicable, after receipt of the Demanding Holders in request of the Holder. Thereafter the Company shall use its best efforts to have such Form S-1 Registration have been sold, in accordance with Section 3.1Statement and other filings declared effective.

Request for Registration. At any time and from time to time on or after the date that the Company consummates a Business Combination, (i) Stifel or (ii) the holders of a majority-in-interest of the Founder Shares, such Private Placement Warrants Units (or underlying securitiesCommon Shares), Working Capital Warrants Units (or underlying securitiesCommon Shares) or other Registrable Securities, as the case may be, held by the InvestorsSponsor, officers or directors of the Company or their affiliates, or the transferees of the InvestorsSponsor, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Private Placement Warrants Units (or underlying securitiesCommon Shares), Working Capital Warrants Units (or underlying securitiesCommon Shares) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Securities, as the case may be (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. The Company will notify notify, in writing, all holders of Registrable Securities of the demand within ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s his, her or its Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Requesting Holder”, including the holder(s) making the initial demand, a “Demanding Holder”) shall so notify the Company Company, in writing, within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, the company shall effect such request, as soon as practicable, but not more than 45 days, subject to Section Sections 2.1.4 and the provisos set forth in Section 3.1.1. The Under no circumstances shall the Company shall not be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registrations Registration under this Section subsection 2.1.1 in with respect of to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Requesting Holders to be registered on behalf of the Demanding Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.13.1 of this Agreement.

Request for Registration. At The Company, upon written demand (a "DEMAND NOTICE") given at any time and from time to time on or after the date that the Company consummates a Business CombinationInitial Exercise Date, (i) Stifel or (ii) of the holders of a majority-in-interest 75% of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the 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 agrees to register under the Securities Act of (a "DEMAND REGISTRATION") all or part any portion of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other the Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (a “Securities. The Demand Registration”). Any demand for a Demand Registration Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of its receipt of the demandDemand Notice, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including that decides to include shares of Registrable Securities in such registration, a “Demanding Holder”"DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to the provisions hereof. The Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 2.1.4 5.2 hereof and either: (i) the provisos set forth Holder has elected to participate in Section 3.1.1the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of the securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The Company shall not be obligated to effect more than an aggregate of three one (31) Demand Registrations Registration under this Section 2.1.1 5.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At any time and from time to time on or after the date Company has completed an initial public offering of common stock and warrants (the "IPO") and shall no longer be restricted from commencing a second registration pursuant to applicable law, one or more Stockholders holding in the aggregate at least 7% of the shares of outstanding Common Stock (each an "Initiating Holder") may request in writing that the Company consummates a Business Combination, (i) Stifel or (ii) effect pursuant to this Section 6 the holders registration of a majority-in-interest any of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the 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 such Initiating Holders' Stockholder Shares under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (a “"Demand Registration”"). Any demand for a Demand Registration The Initiating Holder's request shall specify the number of shares of Registrable Securities proposed Stockholder Shares requested to be sold registered, the proposed amounts thereof, and the intended method(smethod of disposition by such Initiating Holders. Upon receipt of the initiating Holder's written request, the Company shall promptly give written notice of such requested registration to all Stockholders, and thereupon the Company will, as expeditiously as reasonably possible, use its best efforts to effect the registration of: (i) the Stockholder Shares which the Company has been so requested to register by the Initiating Holder, for disposition in accordance with the intended method of distribution thereof. The Company will notify disposition stated in such request, and (ii) all other Stockholder Shares owned by Stockholders, the holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes which shall have made a written request to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company for registration thereof (which request shall specify the Stockholder Shares requested to be registered, the proposed amounts thereof and the intended method of disposition by such Stockholder) within fifteen thirty (1530) days after the receipt by the holder of the such written notice from the Company. Upon any such request, all to the Demanding Holders shall extent requisite to permit the disposition by the holders of the securities constituting Stockholder Shares so to be entitled to have their Registrable Securities included in registered, provided that the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated required to effect more than an aggregate of three (3) Demand Registrations under any registration pursuant to this Section 2.1.1 in 6 if it is a registration with respect to which the Company is not required to pay expenses pursuant to Section 6(b)(i) unless the Company shall have received assurances satisfactory to it that the Initiating Holder will bear the expenses of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1registration.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination, Combination with respect to the Private Units (ior underlying Ordinary Shares) Stifel or Working Capital Units (or underlying Ordinary Shares) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Founder Shares, such Private Placement Warrants Units (or underlying securitiesOrdinary Shares), Working Capital Warrants Units (or underlying securitiesOrdinary Shares) or other Registrable Securities, as the 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 under the Securities Act of all or part of their Founder Shares, Private Placement Warrants Units (or underlying securitiesOrdinary Shares), Working Capital Warrants Units (or underlying securitiesOrdinary Shares) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Securities, as the case may be (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. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall 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, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At any time and or from time to time on or after the date that is 180 days after the Company consummates a Business Combination, date hereof (or such earlier date (i) Stifel as would permit the Company to cause any filings required hereunder to be filed on the 180th day after the date hereof or (ii) the holders of a majority-in-interest as is permitted by waiver of the Founder Shares, Private Placement Warrants (or underlying securitieslock up provisions of the Underwriting Agreement), Working Capital Warrants (or underlying securities) or other Registrable SecuritiesFSEP VI, as the case may be, held by the Investors, officers or directors on behalf of the Company FS Entities then owning, individually or their affiliatesin the aggregate, or at least the transferees of the InvestorsRequisite Share Number, may make a written demand request to the Company for registration under the Securities Act of all or part of its or their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (a “Demand Registration”); provided, however, that FSEP VI must request that at least the Requisite Share Number of shares of the FS Entities be registered in such Demand Registration; and provided, further, that the Company shall not be obligated to effect more than three (3) Demand Registrations requested by FSEP VI on behalf of the FS Entities. Only FSEP VI may initiate a Demand Registration on behalf of the FS Entities under this Section 2.1(a) and all actions to be taken in connection with such a Demand Registration shall be determined by FSEP VI in its sole discretion. Any demand request for a Demand Registration permitted hereunder shall specify the number of shares of Registrable Securities proposed to be sold by the requesting party or parties and will also specify the intended method(s) method of distribution disposition thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion shall give written notice of such holder’s Registrable Securities in the request for Demand Registration within ten (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (1510) days after the receipt by the holder thereof to all Stockholders (and their Permitted Transferees) other than those who initiated such request. If FSEP VI requests a Demand Registration meeting all of the notice from foregoing requirements, each other Stockholder (and its Permitted Transferees) and each of the Company. Upon any such request, the Demanding Other Registration Rights Holders shall be entitled to have submit to the Company, within ten (10) days after receipt of the Company’s notice regarding the request for a Demand Registration, a written request to join in such Demand Registration, and if such a follow-on request is made, thereupon such other Stockholders (and their Permitted Transferees) or Other Registration Rights Holders who made such a follow-on request shall be entitled to include their Registrable Securities included in such Demand Registration on a pro rata basis, determined based on the Pro Rata Share then held by the FS Entities (including Permitted Transferees thereof), the Other Stockholders (including Permitted Transferees thereof) and the Other Registration Rights Holders up to the number of Registrable Securities proposed to be sold in such Demand Registration, in each case subject to Section 2.1.4 and the provisos set forth in Section 3.1.12.3. The Company shall not be obligated have any right to effect more than an aggregate of three (3) sell securities for its own account in a Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1Registration.

Request for Registration. At any time and from time to time on or after the date that the Company consummates expiration of a Business Combinationlock-up to which such shares are subject, if any, (i) Stifel ROCH Investors who hold a majority in interest of the Registrable Securities held by all ROCH Investors or (ii) the holders of Company Investors who hold a majority-in-majority in interest of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable SecuritiesSecurities held by all Company Investors, as the 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 any portion of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)on Form S-1 or any similar long-form Registration or, if then available, on Form S-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as the case may be (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. The Company ParentCo will notify all Investors that are holders of Registrable Securities of the demand, and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company ParentCo within fifteen (15) days after the receipt by the holder of the notice from the CompanyParentCo. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 2.2.4 and the provisos set forth in Section 3.1.1. The Company ParentCo shall not be obligated to effect effect: (a) more than an aggregate of three one (31) Demand Registration during any six-month period; (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; (c) more than two Underwritten Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; providedSecurities held by the ROCH Investors, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, each of which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all will also count as an Underwritten Takedown of the ROCH Investors under Section 2.1.5(c)(ii); or (d) more than two Underwritten Demand Registrations in respect of all Registrable Securities requested held by the Demanding Holders to be registered on behalf Company Investors, each of which will also count as an Underwritten Takedown of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Company Investors under Section 3.12.1.5(c)(iii).

Request for Registration. At any time and from time to time on or after the date that the Company consummates a Business Combination, (i) Stifel or (ii) the holders of a majority-in-interest of the Founder Shares, such Private Placement Warrants Units (or underlying securitiesOrdinary Shares), Working Capital Warrants Units (or underlying securitiesOrdinary Shares) or other Registrable Securities, as the 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 under the Securities Act of all or part of their Founder Shares, Private Placement Warrants Units (or underlying securitiesOrdinary Shares), Working Capital Warrants Units (or underlying securitiesOrdinary Shares) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Securities, as the case may be (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. The Company will notify notify, in writing, all holders of Registrable Securities of the demand within ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s his, her or its Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, including the holder(s) making the initial demand, a “Demanding Holder”) shall so notify the Company Company, in writing, within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section Sections 2.1.4 and 3.5 and the provisos set forth in Section 3.1.1. The Company shall 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, however, that (i) this provided such limitation shall not apply to any a Demand Registration initiated by Stifelthe Maxim Investor, which Investor shall be governed by limited to initiating one Demand Registration pursuant to Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At any time and from time to time on or after (i) the date that is three months prior to the Release Date with respect to the Founder Shares or (ii) the date that the Company consummates a Business CombinationCombination with respect to all other Registrable Securities, (i) Stifel or (ii) the holders of a majority-in-interest of the such Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) Common Stock). EBC Founder Shares or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliatesaffiliates or EarlyBird, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) Common Stock), EBC Founder Shares or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Securities, as the case may be (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. The Company will will, within ten (10) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided. Notwithstanding anything to the contrary in this Section 2.1.1, however, that (i) this limitation shall not apply EarlyBird will be entitled to any request a Demand Registration initiated by Stifel, which shall be governed by Section 3.5on only one occasion, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar longonly during the five-form year period beginning on the effective date of the registration statement that may be available at such time (“Form S-1”) has become effective and all of for the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1Company’s initial public offering.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination, Combination with respect to the Private Warrants (ior underlying securities) Stifel and Working Capital Warrants (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 the such Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Securities, as the case may be (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. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination, Combination with respect to the Private Units (ior underlying securities) Stifel 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 the Founder Shares, such Private Placement Warrants Units (or underlying securities), Working Capital Warrants Units (or underlying securities) or other Registrable Securities, as the 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 under the Securities Act of all or part of their Founder Shares, Private Placement Warrants Units (or underlying securities), Working Capital Warrants Units (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Securities, as the case may be (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. The Company will within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall 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, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At any time and from time to time on or after the date that is (i) in the case of the Warrant Offering Warrants (or underlying Ordinary Shares), after the Company consummates a Business Combination, (i) Stifel Combination or (ii) in the case of the Initial Shares, three months prior to the Release Date, the holders of a majorityat least one-in-interest sixth (1/6) of the Founder Shares, Private Placement any of such Warrant Offering Warrants (or underlying securitiesOrdinary Shares), Working Capital Warrants (or underlying securities) Initial Shares or other Registrable Securities, as the 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 under the Securities Act of all or part of their Founder Shares, Private Placement Warrant Offering Warrants (or underlying securitiesOrdinary Shares), Working Capital Warrants (or underlying securities) Initial Shares or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Securities, as the case may be (a “Demand Registration”); provided, however that in the event that EBC purchases Warrant Placement Warrants (the “EBC Warrants”), in no event shall the holders of the EBC warrants (or underlying Ordinary Shares) be permitted to exercise such Demand Registration rights more than five years after the effective date of the registration statement relating to the Company's initial public offering. Any demand for a Demand Registration shall specify the type and number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand within ten (10) days from the date of the receipt of such written demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities. Notwithstanding anything herein to the contrary, in the event that the Registrable Securities are saleable under Rule 144 without current public information by non-affiliates of the Company (“144 Eligible Securities”), a holder of 144 Eligible Securities shall not be permitted to make a Demand Registration under this Section 2.1.1; provided, however, that (i) to the extent that any holder of 144 Eligible Securities is subject to the volume limitations set forth under Rule 144, then the holder of such 144 Eligible Securities shall be entitled to exercise its Demand Registration rights under this limitation shall not apply Section 2.1.1 with respect to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall 144 Eligible Securities that were not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders eligible to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1sold under Rule 144 due to volume limitations.

Request for Registration. At any If at such time and from time to time on or after the date that Company has qualified for the Company consummates a Business Combinationuse of Form S-3 (or any successor form to Form S-3) promulgated under the Securities Act, FSEP VI (i) Stifel or (ii) the holders of a majority-in-interest on behalf of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securitiesFS Stockholders) or other Registrable Securities, as the case may be, held by the Investors, officers or directors Xxxx (on behalf of the Company or their affiliates, or the transferees of the Investors, Xxxx Stockholders) may make a written demand request that the Company file a registration statement on Form S-3 for registration under the Securities Act a public offering of shares of all or part of its or their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (a an “Demand S-3 Registration”); provided, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2 if (i) the Company effected two registration statements on Form S-3 pursuant to this Section 2.2 during the preceding 12-month period or (ii) such S-3 Registration covers an offering of less than $10,000,000 of Registrable Securities. Any demand for a Demand Registration shall such request will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method(s) method of distribution disposition thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion shall give written notice of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company registration request within fifteen (15) ten days after the receipt by the holder thereof to all other Stockholders and Other Registration Rights Holders. If FSEP VI (on behalf of the notice from FS Stockholders) or Xxxx (on behalf of the Company. Upon any such requestXxxx Stockholders) requests an S-3 Registration meeting all of the foregoing requirements, each of the Demanding other Stockholders (or their Permitted Transferees) and each of the Other Registration Rights Holders shall be entitled to have their submit to the Company, within 10 days after receipt of notice of such request for an S-3 Registration, a written request to join in such S¬3 Registration, and if such a follow-on request is made, thereupon the other Stockholders or Other Registration Rights Holders who made such a follow-on request shall be entitled to include Registrable Securities included in such S-3 Registration on a pro rata basis, determined based on the Demand Registration, subject to Section 2.1.4 Pro Rata Share then held by the participating Stockholders (including Permitted Transferees) and the provisos set forth in Section 3.1.1. The Company shall not be obligated Other Registration Rights Holders up to effect more than an aggregate the number of three (3) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders proposed to be registered on behalf of the Demanding Holders sold in such Form S-1 Registration have been sold, in accordance with Section 3.1S¬3 Registration.

Request for Registration. (a) At any time and from time to time on or after the date that the Company consummates a Business Combination, earlier of (i) Stifel September 24, 2023 or (ii) six months after the holders of a majority-in-interest effective date of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors first registration statement for a firm commitment underwritten public offering of the Company or their affiliatesCompany’s Common Stock, or the transferees Investors holding a majority of the Investors, shares of Registrable Securities (an “Investor Demand Registration”) may make request that the Company effect a written demand for registration under the Securities Act of all or any part of their Founder Sharesrespective Registrable Securities, Private Placement Warrants subject to the terms and conditions of this Agreement; provided, however, that solely during the time period set forth in clause (or underlying securitiesii), Working Capital Warrants (or underlying securitiesx) or other Registrable Securities General Atlantic (excluding Registrable Securities held by Stifel AL), L.P. and its transferees)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, as subject to the case may be 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 demand request (a “Registration Request”) for a Demand Registration shall specify (A) the approximate number of shares of Registrable Securities proposed requested to be sold registered and (B) the intended method(smethod of distribution of such shares. Within 20 days of the receipt of the Registration Request, the Company will give written notice (the “Company Notice”) of distribution thereof. The Company will notify 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 demand, date such request is given) the registration under the Securities Act requested and each holder of Registrable Securities who wishes to will include in such registration all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities that holders of Registrable Securities request the Company to include in such registration, a “Demanding Holder”) shall so notify registration by written notice given to the Company within fifteen (15) 20 days after the receipt by the holder date of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, Company Notice (subject to Section 2.1.4 and the provisos set forth underwriter cut-backs as provided in Section 3.1.1. The Company shall 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, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1Agreement).

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination, Combination with respect to the Founders’ Units (ior underlying securities) Stifel 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 the Founder Shares, Private Placement Warrants such Founders’ Units (or underlying securities), Working Capital Warrants Units (or underlying securities) or other Registrable Securities, as the case may be, held by the InvestorsInvestor, officers or directors of the Company or their affiliates, or the transferees of the InvestorsInvestor, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Private Placement Warrants Founders’ Units (or underlying securities), Working Capital Warrants Units (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Securities, as the case may be (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. The Company will within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At any time and from time to time on or after the date that 180th day following the Company consummates a Business Combination, (i) Stifel or (ii) Closing Date the holders of a majority-in-interest at least 40% of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, Securities held by the Investors, officers or directors Holders may make three written requests of the Company or their affiliatesfor registration with the SEC, or under and in accordance with the transferees provisions of the InvestorsSecurities Act, may make a written demand for registration under the Securities Act of all or part (but not less than one million (1,000,000) shares of Registrable Securities) of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (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 shall give written notice, of any 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 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). Any demand for a Demand Registration Each such request shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) method of distribution disposition thereof. The Company will notify all holders Promptly after receipt of Registrable Securities of the demandany Demand Notice, and each holder of Registrable Securities who wishes to include all or a portion but in no event later than 60 days after receipt of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationNotice, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after shall file a Registration Statement with the receipt by SEC with respect to the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand RegistrationNotice and shall use its reasonable best efforts to have such Registration Statement declared effective as promptly as practicable; provided, subject however, that the Company may postpone the filing of such Registration Statement for a period of up to Section 2.1.4 and 90 days (the provisos set forth in Section 3.1.1“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 obligated entitled to effect request more than an aggregate one such deferral (two in the case of three (3) Demand Registrations under this Section 2.1.1 events of the type described in respect of all Registrable Securities; provided, however, that clause (i) this limitation shall not apply above) with respect to any Demand Registration initiated 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 Stifelwritten notice to the Company, which shall be governed by Section 3.5, and (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 not be counted deemed to have occurred 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 Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1this Agreement.

Request for Registration. At any time and from time to time on or after the date that the Company consummates expiration of a Business Combinationlock-up to which such shares are subject, if any, (i) Stifel Company Investors who hold a majority in interest of the Registrable Securities held by all Company Investors or (ii) the holders of a majority-in-interest Pardes Investors who hold at least thirty percent (30%) of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable SecuritiesSecurities held by all Pardes Investors, as the 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 any portion of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)on Form S-1 or any similar long-form Registration or, if then available, on Form S-3. Each Registration requested pursuant to this Section 2.2.1 is referred to herein as the case may be (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. The Company will notify all Investors that are holders of Registrable Securities of the demand, and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationRegistration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the such holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 2.2.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect effect: (A) more than an aggregate of three one (31) Demand Registration during any six (6)-month period; (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; (C) more than two (2) Underwritten Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; providedSecurities held by the Company Investors, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, each of which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all will also count as an Underwritten Takedown of the Company Investors under Section 2.1.5(c)(ii); or (D) more than two (2) Underwritten Demand Registrations in respect of all Registrable Securities requested held by the Demanding Holders to be registered on behalf Pardes Investors, each of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with which will also count as an Underwritten Takedown of Pardes Investors under Section 3.12.1.5(c)(iii).

Request for Registration. At any time and from time to time on or after (i) the date that is three months prior to the Release Date with respect to the Founder Shares or (ii) the date that the Company consummates a Business CombinationCombination with respect to all other Registrable Securities, (i) Stifel or (ii) the holders of a majority-in-interest of the such Founder Shares, Representative Shares, Private Placement Warrants (or underlying securitiesCommon Stock), Working Capital Warrants (or underlying securitiesCommon Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Placement Warrants (or underlying securitiesCommon Stock), Working Capital Warrants (or underlying securitiesCommon Stock) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Securities, as the case may be (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. The Company will will, within ten (10) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, provided that the Representative only may make one (i1) this limitation shall not apply to any demand for a Demand Registration initiated by Stifel, which shall be governed by under this Section 3.52.1.1, and may only make such demand during the five (ii5) 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 year period beginning on the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1date hereof.

Request for Registration. (a) At any time 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 Business Combination, (i) Stifel or (ii) registration statement under the holders of a majority-in-interest of the Founder Shares, Private Placement Warrants Securities Act (or underlying securities)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, Working Capital Warrants (or underlying securities) or other 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 the case may beexpeditiously as possible, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand use its best efforts to cause to be filed for registration under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable 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 (excluding Registrable Securities held by Stifel i) (A) the Company is in possession of material non-public information, (B) the Board of Directors of the Company determines in good faith that disclosure of such material non-public information would not be in the best interests of the Company and its transferees)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 Company has made a public announcement relating to an acquisition or business combination transaction including the Company and/or one or more of its 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 consolidated revenues of the case may Company and its subsidiaries as of the end of or for the most recently completed fiscal year would be increased by at least 10%) and (a “Demand Registration”). Any demand for a Demand Registration shall specify B) the number Board of shares Directors of the Company or the Chief Executive Officer or the Chief Financial Officer of the Company determines in good faith that offers and sales of Registrable Securities proposed prior to be sold and the intended method(s) consummation of distribution thereof. The Company will notify all holders such transaction (or such earlier date as the Board of Registrable Securities Directors or the Chief Executive Officer or the Chief Financial Officer of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities Company shall determine) is not in the Demand Registration (each such holder including shares best interests of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen and its stockholders, then the Company shall not be required to file a registration statement until the earlier of (15x) days the 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 any such requestInitiating Holders under this Section 5.3; provided, further, that, (I) notwithstanding anything to the contrary contained herein, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated required to effect 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 an aggregate four registration statements in response to requests pursuant to this Section 5.3. Notwithstanding clause (II) of three 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 Registrations Period"), the Holders do not make a registration request under this Section 2.1.1 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 respect of all which a registration statement has been declared effective but the Registrable Securities; provided, however, that (i) this limitation Securities thereunder shall not apply to any Demand Registration initiated by Stifelall have been offered or fully distributed), which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form then the number of registration statement requests that may be available 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 such time (“Form S-1”) has become effective least one right to make a registration request under Section 5.3 shall always be paid by the Company; and all provided, further, that any further Transaction Notice received from the Company during any Demand Period shall not lead to a reduction of the Registrable Securities requested number of registration requests under Section 5.3 that may be made by the Demanding Holders and shall not cause another Demand Period to be registered on behalf of commence whether or not Ford rejects the Demanding Holders proposal included by the Company in such Form S-1 Registration have been sold, in accordance with Section 3.1Transaction Notice.

Request for Registration. At any time and after the latter of: (i) with respect to Series A Preferred Shares — six months shall have elapsed from time the effective date of the Initial Public Offering; (i) with respect to time on or after Preferred B Shares, the date that is three (3) years from the Company consummates a Business Combination, (i) Stifel closing of the Series B Share Purchase Agreement or six months shall have elapsed from the effective date of the Initial Public Offering; (ii) with respect to Preferred C Shares, the date that is three (3) years from the first closing of the Series C Share Purchase Agreement or six months shall have elapsed from the effective date of the Initial Public Offering; (iii) with respect to Preferred D Shares, the date that is three (3) years from the First Closing Date as defined in the Series D Share Purchase Agreement or six months shall have elapsed from the effective date of the Initial Public Offering; (iv) with respect to Preferred E Shares, the date that is three (3) years from the First Closing Date as defined in the Series E Share Purchase Agreement or six months shall have elapsed from the effective date of the Initial Public Offering; the holders of a majority-in-interest of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the 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 under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Preferred Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (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. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding HolderInitiating Holders”) shall so notify have the Company within fifteen right to make several separate written demands (15) days after but the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations demands), that the Company file a registration statement under this Section 2.1.1 in respect the Securities Act covering the public sale of all or part of the Registrable Securities; Securities owned by such Initiating Holders (a “Demand”), provided, however, that (i) this limitation shall not apply to any such Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form must include the registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by with an aggregate offering price of at least US$5,000,000. Upon the Demanding Holders to be registered on behalf occurrence of such Demand, the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.Company will:

Request for Registration. At any time and from time to time Commencing on or after the date that which is sixteen (16) months after the Company consummates a Business Combination, (i) Stifel or (ii) the holders of a majority-in-interest consummation date of the Founder SharesInitial Public Offering, Private Placement Warrants the Cambay Holders and the GIP Holders may each make one written request (to be executed by Holders owning a majority of the Registrable Securities of the Cambay Holders or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable SecuritiesGIP Holders, as the 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 under the Securities Act of all or part of its or their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transfereesa “Major Holder Demand Registration”); provided, however, that the right to request a Major Holder Demand Registration shall lapse as to such group of Holders if the Cambay Holders or the GIP Holders, as the case may be be, cease to own Registrable Securities in an amount in excess of 7.5% of the Common Stock of the Company, calculated in accordance with the methodology for calculating the percentage ownership of a Person for purposes of the Ownership Limit pursuant to Article VI of the Company’s Articles of Incorporation. In addition, in the event that the Company fails to file, or if filed fails to maintain the effectiveness of, a Shelf Registration Statement, Holders of Registrable Securities may make a written request for registration under the Securities Act of all or part of its or their Registrable Securities (a “Default Demand Registration,” and together with a Major Holder Demand Registration, a “Demand Registration”); provided, that if and so long as a Shelf Registration Statement is on file and effective, then the Company shall have no obligation to effect a Default Demand Registration; and provided, further, that the number of shares of Registrable Securities proposed to be sold by the Holders making such written request for a Default Demand Registration shall have a Market Value of at least $10 million on the date of such demand. The Company shall not be obligated to effect more than one Demand Registration in any twelve-month period. Subject to the foregoing, the number of Default Demand Registrations which may be made pursuant to this Section 2.2 shall be unlimited. Any demand request for a Demand Registration shall will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method(s) method of distribution disposition thereof. The Within ten (10) days after receipt of such request, the Company will notify give written notice of such registration request to all holders other Holders of the Registrable Securities of the demand, and each holder of include in such registration all such Registrable Securities who wishes with respect to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify which the Company has received written requests for inclusion therein within fifteen twenty (1520) days Business Days after the receipt by the holder applicable Holder of the notice from Company’s notice. Each such request will also specify the Company. Upon any such request, the Demanding Holders shall be entitled to have their number of shares of Registrable Securities included in the Demand Registration, subject to Section 2.1.4 be registered and the provisos set forth in Section 3.1.1intended method of disposition thereof. The Company shall not be obligated to effect more than an aggregate Unless the Holder or Holders of three (3) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all majority of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Demand Registration have been soldshall consent in writing, in accordance with Section 3.1no other party, including the Company (but excluding another Holder of a Registrable Security), shall be permitted to offer securities under any such Demand Registration.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination, Combination with respect to the Private Units (ior underlying Ordinary Shares) Stifel or Working Capital Units (or underlying Ordinary Shares) or (ii) three months prior to the Release Date with respect to Initial Shares, the holders of a majority-in-interest of the Founder Shares, such Private Placement Warrants Units (or underlying securitiesOrdinary Shares), Working Capital Warrants Units (or underlying securitiesOrdinary Shares) or other Registrable Securitiesthe Initial Shares, as the 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 under the Securities Act of all or part of their Founder Shares, Private Placement Warrants Units (or underlying securitiesOrdinary Shares), Working Capital Warrants Units (or underlying securitiesOrdinary Shares) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)the Initial Shares, as the case may be (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. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including demanding to include shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall 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, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business CombinationCombination with respect to the Founder Shares, Private Placement Warrants and Working Capital Loan Securities (ior underlying securities) Stifel or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the such Founder Shares, Private Placement Warrants and Working Capital Loan Securities (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the 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 under the Securities Act of all or part of their Founder Shares, Shares and Private Placement Warrants or Working Capital Loan Securities (or underlying securities), Working Capital Warrants (or underlying securities) securities or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Securities, as the case may be (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. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall 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, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At any time and (a) If the Company receives from time to time the Requisite Holders on or after the date that is six (6) months after the date of this Agreement, a written request that the Company consummates a Business Combination, (i) Stifel or (ii) effect the holders of a majority-in-interest of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the 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 under the Securities Act of all or part a portion of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other the Registrable Securities (excluding subject to the limitations set forth herein) held by the Requisite Holders, the Company shall promptly give Notice of the proposed registration to all Holders. The Company shall thereupon, as soon as practicable, use its best efforts to effect such registration under the Securities Act as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities held as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request (the “Additional 3.01 Holders”) as are specified in a written request received by Stifel and the Company within thirty (30) days after such Notice from the Company is delivered. Notwithstanding the foregoing, if the Company furnishes to the Requisite Holders a certified resolution of the board of managers of the Company stating that in its transferees)good faith judgment after due consideration, as the case may it would be seriously detrimental (a “Demand RegistrationDisadvantageous Condition”). Any demand ) to the Company for such a Demand Registration shall specify the number of shares of Registrable Securities proposed Statement to be sold maintained effective, or to be filed and become effective in the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demandnear future, and each holder of Registrable Securities who wishes that is it is therefore essential to include all or a portion defer the filing of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationregistration statement, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or, in the Demand Registrationevent no Registration Statement has yet been filed, shall be entitled to defer such filing subject to Section 2.1.4 the limitation set forth below. Upon receipt of any certification of a Disadvantageous Condition, such Requisite Holders shall, if applicable, forthwith discontinue use of the prospectus contained in such Registration Statement. Neither the filing nor the effectiveness of any such Registration Statement may be delayed for a period in excess of ninety (90) days after receipt of the request of the Requisite Holders, and the provisos set forth Company may exercise its delay rights on only one occasion in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three (3) Demand Registrations connection with any registration request under this Section 2.1.1 3.01(a) or in respect of all Registrable Securities; providedany twelve-month period. If requested by Requisite Holders, howeverthe Company shall, that (i) this limitation if any Registration Statement shall not apply to any Demand Registration initiated by Stifelhave been withdrawn, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all as it is possible or, if later, at the end of the 90-day period following such withdrawal, file a new Registration Statement covering the Registrable Securities requested that were covered by such withdrawn registration and maintain the Demanding Holders to be registered on behalf of the Demanding Holders in effectiveness thereof for such Form S-1 Registration have been sold, in accordance with Section 3.1time as is required under this Agreement.

Request for Registration. At any time and from time to time on or after the date that expiration of any lock-up to which an Investor’s shares are subject, if any, provided compliance by the Company consummates a Business CombinationInvestors with Section 3.4, and provided further there is not an effective Resale Shelf Registration Statement available for the resale 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) Stifel SPAC Investors who hold a majority of the Registrable Securities held by all SPAC Investors or (ii) the holders of CERo Investors who hold a majority-in-interest majority of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, Securities held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the all CERo Investors, may make a written demand for registration Registration under the Securities Act of all or part any portion of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)on Form S-l or any similar long-form Registration or, if then available, on Form S-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as the case may be (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. The Company will within five (5) Business Days after receiving such demand, notify all Investors that are holders of Registrable Securities of the demand, and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen five (155) days Business Days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 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 aggregate 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 under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated Securities held by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1SPAC Investors.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination, Combination with respect to the Private Placement Warrants (ior underlying securities) Stifel and Working Capital Warrants (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 the Founder Shares, such Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Securities, as the case may be (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. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall 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, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination, Combination with respect to the Private Units (ior underlying securities) Stifel 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 the such Founder Shares, Representative Shares, Private Placement Warrants Units (or underlying securities), Working Capital Warrants Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Placement Warrants Units (or underlying securities), Working Capital Warrants Units (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Securities, as the case may be (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. The Company will will, within ten (10) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, provided that the Representative only may make one (i1) this limitation shall not apply to any demand for a Demand Registration initiated by Stifel, which shall be governed by under this Section 3.52.1.1, and may only make such demand during the five (ii5) 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 year period beginning on the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1date hereof.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business CombinationCombination with respect to the Representative Shares, Private Units (ior underlying securities) Stifel Working Capital Units (or underlying securities) and Extension Loan 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 the such Founder Shares, Representative Shares, Private Placement Warrants Units (or underlying securities), Working Capital Warrants Units (or underlying securities), Extension Loan Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Placement Warrants Units (or underlying securities), Working Capital Warrants Units (or underlying securities) Extension Loan Units (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Securities, as the case may be (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. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination, Combination with respect to the Private Warrants (ior underlying securities) Stifel and Working Capital Warrants (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 the Founder Shares, such Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Securities, as the case may be (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. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At any time and from time to time on or after the date that the Company consummates a Business Combination, (i) Stifel or (ii) the The holders of a majority-in-interest of the Founder Shares, Private Placement Warrants (or underlying securities)Warrants, Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by Founder Shares and the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Restricted Shares may make a written demand for registration under the Securities Act of all or part of their such Registrable Securities at any time and from time to time on or after: (i) with respect to the Private Placement Warrants, thirty (30) days after the date that UAC consummates the Business Combination; (ii) with respect to the Founder Shares, Private Placement Warrants the earlier of (A) the earlier of (x) one (1) year after the date UAC consummates the Business Combination and (y) the date on which the closing price of the Ordinary Shares equals or underlying securities)exceeds $12.00 per share (as adjusted for stock splits, Working Capital Warrants stock dividends, reorganizations, and recapitalizations) for any 20 trading days within any 30-trading day period commencing one hundred and fifty (or underlying securities150) days after UAC consummates the Business Combination, and (B) the date that the Company consummates a subsequent liquidation, merger stock exchange or other Registrable Securities similar transaction which results in all shareholders having the right to exchange their Ordinary Shares for cash, securities or other properties; and (excluding Registrable Securities held by Stifel and its transferees)iii) with respect to the Restricted Shares, as one (1) year after the case may be date UAC consummates the Business Combination (each 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. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon Within sixty (60) days upon the receipt of any such request, the Demanding Holders Company shall be entitled use its best efforts to have their such Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.13.1. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that Securities (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar longincluding short-form requests for registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders pursuant to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.12.3).

Request for Registration. At As used in this Agreement, "Restricted Stock" shall mean all shares of Common Stock issued upon exercise of the Options, together with any time securities issued or issuable with respect to any such Common Stock by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise. As to any particular Restricted Stock, once issued such securities shall cease to be Restricted Stock when (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and from time such securities shall have been disposed of in accordance with such registration statement, (b) such securities shall have been sold pursuant to time on Rule 144 (or after any successor provision) under the date Securities Act, or (c) such securities shall have been otherwise transferred, new certificates representing such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent disposition of such securities shall not require registration or qualification of such securities under the Securities Act or any similar state law then in force. The Holder and any permitted assignee of the Holder's rights and duties hereunder are referred to herein as the "Holders." Unless the context otherwise requires, any reference herein to a Holder or Holders of Restricted Stock shall be deemed to include reference to a holder of Options, and any reference herein to a number of shares of Restricted Stock, to a majority in number of shares of Restricted Stock or to all or a portion of shares of Restricted Stock of any Holder or Holders shall be deemed to include reference to a number of shares of Restricted Stock issuable upon exercise thereof or to a combination of shares of Restricted Stock issuable and issued upon exercise of Options (provided that the Company consummates a Business Combinationshall not be required to file any registration statement covering resales of Options). Subject to the conditions and limitations set forth in Section 5 of this Agreement, (i) Stifel the Holder or (ii) Holders of Restricted Stock holding in the holders aggregate at least 500,000 shares of a majority-in-interest of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Restricted Stock may make a written demand request for registration under the Securities Act of all or part of its or their Founder Shares, Private Placement Warrants Restricted Stock pursuant to this Section 2 (or underlying securities"Demand Registration"), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify provided that the number of shares of Registrable Securities Restricted Stock proposed to be sold shall be at least 500,000 shares (subject to appropriate adjustment for any stock dividend, stock split, combination, recapitalization, merger, consolidation, reorganization or other occurrence affecting the number of shares of Restricted Stock). Such request will specify the aggregate number of shares of Restricted Stock proposed to be sold and will also specify the intended method(s) method of distribution disposition thereof. The Within ten days after receipt of such request, the Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion give written notice of such holder’s Registrable Securities in the Demand Registration (each such holder including shares registration request to all other Holders of Registrable Securities Restricted Stock and include in such registration, a “Demanding Holder”) shall so notify registration all Restricted Stock with respect to which the Company has received written requests for inclusion therein within fifteen (15) business days after the receipt by the holder applicable Holder of the notice from Company's notice. Each such request will also specify the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate number of three (3) Demand Registrations under this Section 2.1.1 in respect shares of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders Restricted Stock to be registered on behalf and the intended method of disposition thereof. No other party, including the Demanding Company (but excluding another Holder of Restricted Stock), shall be permitted to offer securities under any such Demand Registration unless the Holder or Holders requesting the Demand Registration shall consent in such Form S-1 Registration have been sold, in accordance with Section 3.1writing.

Request for Registration. At any time and from time to time on or after the date that the Company consummates a Business Combination, (i) Stifel or (ii) the holders of a majority-in-interest of the Founder Shares, Private Placement Shares, Private Rights (or underlying securities), Private Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Private Placement Shares, Private Warrants (or underlying securities), Private Rights (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Securities, as the case may be (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. The Company will will, within ten (10) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company Company, in writing, within fifteen three (153) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination, an "initial business combination" (ias defined in the Company's Registration Statement with respect to its initial public offering) Stifel with respect to the Sponsors' Warrants (or underlying shares of Common Stock); and (ii) the earlier of (x) nine months after the consummation of a business combination or (y) the date the shares are released from escrow, with respect to the Founders' Common Stock, the holders of a majority-in-interest of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other any class of Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees Permitted Transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding each such class of Registrable Securities held by Stifel and its transferees)such holders, provided that the estimated market value of Registrable Securities of all classes to be so registered thereunder is at least $500,000 in the aggregate. Any such requested registration shall be referred to as the case may be (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. The Within five (5) business days following receipt of any request for a Demand Registration, the Company will notify in writing all holders of Registrable Securities of the class or classes to be registered of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “"Demanding Holder”") shall so notify the Company within fifteen (15) days after the receipt in writing, provided that such notice shall be received by the holder Company within ten (10) business days of the Company's having sent the applicable notice from to such holder or holders. All such requests shall specify the class and aggregate amount of Registrable Securities to be registered and the intended method of distribution. The Company may include in such registration additional securities of the class or classes of the Registrable Securities to be registered thereunder, including securities to be sold for the Company's own account or the account of Persons who are not holders of Registrable Securities. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three (3) Demand Registrations under this Section 2.1.1 in respect of all each class of Registrable Securities; provided. In addition, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration the Company shall not be counted required to file a Registration Statement for such purposes unless a Form S-1 or Demand Registration at any similar longtime during the 12-form registration statement that may be available at such time (“Form S-1”) has become month period following the effective and all date of the Registrable Securities requested by the Demanding Holders another Registration Statement filed pursuant to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with this Section 3.12.1.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business CombinationCombination with respect to the Founder Shares, Private Warrants and Working Capital Loan Securities (ior underlying securities) Stifel or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the such Founder Shares, Private Placement Warrants and Working Capital Loan Securities (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the 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 under the Securities Act of all or part of their Founder Shares, Shares and Private Placement Warrants or Working Capital Loan Securities (or underlying securities), Working Capital Warrants (or underlying securities) securities or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Securities, as the case may be (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. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At any time and from time to time on or after the date that the Company consummates a Business Combination, Release Date with respect to (i) Stifel the Insider Warrants (or Ordinary Shares underlying the Insider Warrants), (ii) the Insider Shares and (iii) New Sponsor Warrants (or Ordinary Shares underlying the New Sponsor Warrants), the holders of a majority-in-interest of the Founder Shares, Private Placement (a) Insider Warrants (or Ordinary Shares underlying securities), Working Capital the Insider Warrants) (b) Insider Shares and (c) the New Sponsor Warrants (or Ordinary Shares underlying securities) or other Registrable Securitiesthe New Sponsor Warrants), as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investorsa class, may each make a written demand for registration under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other such Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of shares of such Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days after of the receipt by the holder of the such notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three (3) Demand Registrations with respect to (a) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants), (b) the Insider Shares or (c) the New Sponsor Warrants (or Ordinary Shares underlying the New Sponsor Warrants), or any combination of (a), (b) or (c), under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.12.1.1.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination, Combination with respect to the Private Placement Warrants (ior underlying securities) Stifel and Working Capital Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to the Founder Shares, (a) the holders of a majority-in-interest of the such Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable SecuritiesPrivate Placement Warrants (or underlying securities), as the case may be, held by such Holders or (b) MasTec (as applicable, the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, “Demanding Holder”) may make a written demand for registration Registration under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities Private Placement Warrants (excluding Registrable Securities held by Stifel and its transfereesor 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 proposed to be sold and the intended method(s) of distribution thereof. The Company will within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three (3i) two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, 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 Registration shall not be counted for such purposes unless a demand on one occasion and only in the five-year period beginning on the effective date of the 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 Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1Company’s initial public offering.

Request for Registration. At any time and from time to time on or after the date that the Company consummates a Business Combination, (i) Stifel or (ii) the holders of a majority-in-interest of the Founder Shares, Private Placement Shares, Private Warrants (or underlying securities), Working Capital Warrants (or underlying securities) ), Representative’s Shares or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Private Placement Shares, Private Warrants (or underlying securities), Working Capital Warrants (or underlying securities) ), Representative’s Shares or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Securities, as the case may be (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. The Company will will, within ten (10) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company Company, in writing, within fifteen three (153) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination, Combination (ias defined in the Company’s Registration Statement with respect to its initial public offering) Stifel with respect to the Private Placement Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of a majority-in-interest of the Founder Shares, such Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securitiesshares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securitiesshares of Common Stock) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Securities, as the case may be (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. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At any time and or from time to time on time, the Investor (and/or its Permitted Transferees) then owning, individually or after in the date that aggregate, at least the Company consummates a Business Combination, (i) Stifel or (ii) the holders of a majority-in-interest of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Requisite Share Number may make a written demand request for registration under the Securities Act of all or part of its or their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (a “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 closing of the Qualified IPO, Xxxxx X. Xxxxxxxxxxx (and/or his Permitted Transferees) then owning, individually or in the aggregate, at least the Requisite Share Number (and for this purpose, shares held by the other Existing Stockholders may be included if such Existing Stockholders elect to join in the request) may make a written request for registration under the Securities Act of all or part of his or their Registrable Securities (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 demand for a Demand Registration shall such request will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method(s) method of distribution disposition thereof. The Company will notify shall give written notice of such registration request within ten days after the receipt thereof to all holders of Registrable Securities other Holders and Other Registration Rights Holders. If one or more of the demandExisting 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 Initial Request, a written request (the “Follow-on Request”) to join in such ES Demand Registration, and thereupon Investor, each Existing Stockholder who made the Initial Request or a Follow-on Request, and each holder of Registrable Securities Other Registration Rights Holder who wishes made a Follow-on Request shall be entitled to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationDemand Registration on a pro rata basis, a “Demanding Holder”) shall so notify determined based on the Company within fifteen (15) 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 any such requestIf the Investor requests an Investor Demand Registration meeting all of the foregoing requirements, each of the Demanding Existing Stockholders (or their Permitted Transferees) and each of the Other Registration Rights Holders shall be entitled to have their Registrable Securities included in submit to the Company, within ten (10) days after receipt of notice of the Investor’s request for an Investor Demand Registration, subject a written request to Section 2.1.4 join in such 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 include Registrable Securities in such Investor Demand Registration on a pro rata basis, determined based on the Pro Rata Share then held by the Investor and the provisos set forth Existing Stockholders (in Section 3.1.1. The Company 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 not be obligated to effect more than an aggregate count as one of the Investor’s three (3) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; providedand not as the one (1) Demand Registration to which the Existing Stockholders are, howevercollectively, that (i) this limitation entitled. The Company shall not apply have any right to any participate in a Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1Registration.

Request for Registration. At Subject to Sections 2.3 and 6.1, at any time and from time to time on or after the date that is six (6) months from the Company consummates a Business Combinationdate of the consummation of the acquisition contemplated by the Definitive Agreement (the “Acquisition”), each of (i) Stifel the holders of a majority-in-interest of the Shares held by the Stockholders or the Permitted Transferees of such Stockholders and (ii) the holders of a majority-in-interest of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, Shares held by the Investors, officers or directors of the Company or their affiliates, Stockholders or the transferees Permitted Transferees of the Investorssuch Stockholders, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)such holders, provided that the estimated market value of Registrable Securities to be so registered thereunder is at least $500,000 in the aggregate. Any such requested registration shall be referred to as the case may be (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. The Within five (5) business days following receipt of any request for a Demand Registration, the Company will notify in writing all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt in writing, provided that such notice shall be received by the holder Company within ten (10) business days of the Company’s having sent the applicable notice from to such holder or holders. All such requests shall specify the aggregate amount of Registrable Securities to be registered and the intended method of distribution. The Company may include in such registration additional securities of the Registrable Securities to be registered thereunder, including securities to be sold for the Company’s own account or the account of Persons who are not holders of Registrable Securities. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations (one (1) with respect to those holders described in clause (i) of this Section 2.1.1 and one (1) with respect to those holders described in clause (ii) of this Section 2.1.1) under this Section 2.1.1 in respect of all the Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination, Combination with respect to the Private Units (ior underlying Ordinary Shares) Stifel and Working Capital Units (or underlying Ordinary Shares) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Founder Shares, such Private Placement Warrants Units (or underlying securitiesOrdinary Shares), Working Capital Warrants Units (or underlying securitiesOrdinary Shares) or other Registrable Securities, as the 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 under the Securities Act of all or part of their Founder Shares, Private Placement Warrants Units (or underlying securitiesOrdinary Shares), Working Capital Warrants Units (or underlying securitiesOrdinary Shares) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Securities, as the case may be (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. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall 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, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At any time Subject to the terms and from time to time on or after conditions of this Agreement, in the date event that the Company consummates a Business Combinationdoes not file with the SEC one Registration Statement covering the resale of all of the Registrable Securities by December 31, 2021, (i) Stifel Xxxxx or (ii) the holders of Word may request on a majority-in-interest of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the 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 single occasion registration under the Securities 1933 Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (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. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall 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, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a on Form S-1 or any similar long-form registration statement that may be available at such time (“Long-Form S-1Registrations”) has become effective ), and may request registration under the 1933 Act of all of their Registrable Securities on Form S-3 (including pursuant to Rule 415) or any similar short-form Registration Statement including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to the Company (“Short-Form Registrations”). All registrations requested pursuant to this Section 3(a) are referred to herein as “Demand Registrations”. Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested by the Demanding Holders to be registered on behalf and the intended method of distribution. Within five (5) days after receipt of any such request, the Company shall give written notice of the Demanding Holders Demand Registration to all other holders of Registrable Securities and, subject to the terms of Section 3(b), shall include in such Form S-1 Demand Registration have been sold(and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within five (5) days after the receipt of the Company’s notice; provided that, with the prior written consent of the holder of Registrable Securities initially requesting such registration (in accordance each case, such consent not to be unreasonably withheld, conditioned or delayed), the Company may provide notice of the Demand Registration to all other holders of Registrable Securities within three (3) Business Days following the non-confidential filing of the Registration Statement with Section 3.1respect to the Demand Registration so long as such Registration Statement is not an Automatic Shelf Registration Statement. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Request for Registration. At any time and from time to time on or after the date that expiration of any lock-up to which an Investor’s shares are subject, if any, provided compliance by the Company consummates a Business CombinationInvestors with Section 3.4, and provided further there is not an effective Resale Shelf Registration Statement available for the resale 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) Stifel AHAC Investors who hold a majority of the Registrable Securities held by all AHAC Investors or (iiiii) Hunter Investors who hold either (A) in the holders of a majority-in-interest aggregate 5% of the Founder Shares, Private Placement Warrants outstanding shares of Class A Common Stock or (or underlying securities), Working Capital Warrants (or underlying securitiesB) or other a majority of the Registrable SecuritiesSecurities held by all Hunter Investors, as the 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 any portion of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)on Form S-1 or any similar long-form Registration or, if then available, on Form S-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as the case may be (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. The Company will notify all Investors that are holders of Registrable Securities of the demand, and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen five (155) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 2.2.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect effect: (a) more than one (1) Demand Registration during any twelve-month period (not including any Underwritten Takedown); (b) any Demand Registration at any time there is an aggregate 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 under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated Securities held by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1AHAC Investors.

Request for Registration. At Upon the written request of Xx. Xxxxxx (or in the event of Xx. Xxxxxx’x death or incapacity such that he is unable to act Xx. Xxxxxx’x Representative) on behalf of SRK and the SRK Related Parties or Carlyle (the “Initiating Holder”), made (i) in the case of a request made on behalf of SRK and the SRK Related Parties, at any time after 270 days have elapsed since the consummation of a Qualified IPO and from (ii) in the case of a request made by Carlyle, at any time to time on or after the date first anniversary of the consummation of a Qualified IPO, requesting in either case that the Company consummates effect, pursuant to this Section 6, the registration (a Business Combination“Demand Registration”) of any of such Initiating Holder’s Registrable Securities under the Securities Act (which request shall specify the Registrable Securities so requested to be registered, (i) Stifel or (ii) the holders proposed amounts thereof, and the intended method of a majority-in-interest of disposition by the Founder Shares, Private Placement Warrants (or underlying securitiesInitiating Holders), Working Capital Warrants (or underlying securities) or other Registrable Securitiesthe Company shall promptly give written notice of such requested registration to all Securityholders pursuant to Section 5(a), and thereupon the Company will, as expeditiously as reasonably possible, use its commercially reasonable efforts to effect the 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 under the Securities Act of all or part the Registrable Securities which the Company has been so requested to register by the Initiating Holder for disposition in accordance with the intended method of their Founder Sharesdisposition stated in such request, Private Placement Warrants to the extent required to permit the disposition by the holders of the securities constituting Registrable Securities so to be registered, provided, that Xx. Xxxxxx (or underlying securities)in the event of Xx. Xxxxxx’x death or incapacity such that he is unable to act Xx. Xxxxxx’x Representative) acting on behalf of SRK and the SRK Related Parties, Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)collectively, as the case may be (a “Demand Registration”). Any demand for a make no more than two Demand Registration shall specify requests and Carlyle may make no more than four Demand Registration requests, and provided further, that if the Initiating Holder is not permitted to register (as a result of market conditions, underwriter cutbacks or otherwise) at least 50% of the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each which such holder including shares of Registrable Securities requested to register in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall 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, however, that (i) this limitation shall not apply to any then such Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration request shall not be counted for purposes of determining whether such purposes unless a Form S-1 or any similar long-form registration statement that may be available at Initiating Holder has exhausted such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders holder’s right to be registered on behalf of the Demanding Holders in such Form S-1 make Demand Registration have been sold, in accordance with Section 3.1requests hereunder.

Request for Registration. At any time and from time to time on or after the date that the Company consummates expiration of a Business Combinationlock-up to which such shares are subject, if any, (i) Stifel Company Investors who hold a majority in interest of the Registrable Securities held by all Company Investors or (ii) the holders of a majority-in-interest Company Investors who hold [●]5 of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable SecuritiesSecurities held by all Company Investors, as the 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 any portion of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)on Form S-1 or any similar long-form Registration or, if then available, on Form S-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as the case may be (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. The Company will notify all Investors that are holders of Registrable Securities of the demand, and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 2.2.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect effect: (a) more than an aggregate of three one (31) Demand Registration during any six-month period; (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; (c) more than [●]6 Underwritten Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; providedSecurities held by the Company Investors, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, each of which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all will also count as an Underwritten Takedown of the Company Investors under Section 2.1.5(c)(ii); or (d) more than [●]7 Underwritten Demand Registrations in respect of all Registrable Securities requested held by the Demanding Holders Gemini Investors, each of which will also count as an Underwritten Takedown of Gemini Investors under Section 2.1.5(c)(iii). 3 Note to be registered Draft: Parties to discuss. 4 Note to Draft: Parties to discuss. 5 Note to Draft: TBD based on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1post-Closing pro forma capitalization. 6 Note to Draft: Parties to discuss. 7 Note to Draft: Parties to discuss.

Request for Registration. At any time and from time to time on or after the date that the Company consummates a Business CombinationAnnouncement Date, (i) Stifel or (ii) the holders of a majority-in-interest of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors Demanding Holders who are holders of the Company or their affiliates, or Warrants and the transferees shares of the Investors, Common Stock issuable upon exercise thereof may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Private Placement Warrants and the shares of Common Stock issuable upon exercise of the Warrants (the “First Demand Registration”); provided, however, such First Demand Registration shall not be declared effective by the Commission until after the First Release Date. At any time and from time to time on or underlying securities)after the Second Release Date, Working Capital Warrants (a majority-in-interest of the Demanding Holders may make a written demand for registration uner the Securities Act of all or underlying securities) or other part of the Registrable Securities (excluding Registrable Securities held by Stifel the “Second Demand Registration” and its transferees)together with the First Demand Registration, as the case may be (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. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three (3i) one (1) Demand Registration prior to the First Release Date and (ii) not more than two (2) Demand Registrations prior to the Second Release Date under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination, business combination with respect to the Insider Securities (ior underlying Ordinary Shares) Stifel or (ii) three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of not less than a majority-in-interest majority of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) Insider Securities or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (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. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided. In addition, howeverChardan Capital Markets, that LLC (ior any other FINRA member) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless able to effect a Form S-1 or any similar long-form Demand Registration after five (5) years from the effective date of the Company’s registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders with respect to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1its initial public offering.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business CombinationCombination with respect to the Representative Shares, Private Warrants (ior underlying securities), Working Capital Warrants (or underlying securities) Stifel and Extension Loan Warrants (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 the such Founder Shares, Representative Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities), Extension Loan Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities), Extension Loan Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Securities, as the case may be (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. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At any time and from time to time on or after the date that the Company consummates a Business Combinationhereof, any Investor or group of Investors (iacting together) Stifel or holding at least twenty-five percent (ii25.0%) the holders of a majority-in-interest of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other then-issued and outstanding Registrable Securities, as the case may be, Securities held by all Investors (each, a "Requesting Holder" and, collectively, the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, "Requesting Holders") may make a written demand (a "Demand Request") for registration under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (a “"Demand Registration”"). Any demand for a Demand Registration Request shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Demand Request may specify that the intended method of distribution of the Registrable Securities to be registered pursuant to the Demand Registration be made by means of a shelf registration statement pursuant to Rule 415 under the Securities Act (a "Shelf Registration"). The Company will notify all holders of Investors (other than the Requesting Holders) who hold Registrable Securities of the demanddemand for a Demand Registration in writing as soon as practicable after its receipt of the Demand Request, and each holder of Investor holding Registrable Securities who wishes to include all or a portion of such holder’s Investor's Registrable Securities in the Demand Registration shall so notify the Company within ten (10) days after the receipt by such Investor of the notice from the Company. Any Investor that timely notifies the Company of its desire to include all or a portion of such Investor's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationInvestor, a “"Joining Holder" and, collectively, the "Joining Holders"; and together with the Requesting Holders, each, a "Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request" and, collectively, the "Demanding Holders Holders") shall be entitled to have their its Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.12.1.4. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination, Combination with respect to the Private Units (ior underlying securities) Stifel 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 the Founder Shares, such Private Placement Warrants Units (or underlying securities), Working Capital Warrants Units (or underlying securities) or other Registrable Securities, as the 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 under the Securities Act of all or part of their Founder Shares, Private Placement Warrants Units (or underlying securities), Working Capital Warrants Units (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Securities, as the case may be (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. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided. Notwithstanding anything to the contrary herein, however, that FINRA Members (as defined in Section 2.3 herein) may only make a Demand Registration (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, on one occasion 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 during the five (“Form S-1”5) has become effective and all of year period beginning on the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1Effective Date.

Request for Registration. At any time and from time to time on or after the date that is (i) 90 days after the Company consummates a an Initial Business Combination, Combination (ias defined in the Company’s Registration Statement with respect to its initial public offering) Stifel with respect to the Sponsors’ Warrants (or underlying Ordinary Shares) or (ii) 90 days prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of a majority-in-interest of the Founder Shares, Private Placement such Sponsors’ Warrants (or underlying securities), Working Capital Warrants (or underlying securitiesOrdinary Shares) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Private Placement Sponsors’ Warrants (or underlying securities), Working Capital Warrants (or underlying securitiesOrdinary Shares) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Securities, as the case may be (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. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At any time and from time to time Commencing on or the 91st day after the date Effective Date and ending on the first anniversary of the Effective Date, any one or more of the Stockholders may request (collectively, the "Requesting Stockholders," which term shall include parties deemed "Requesting Stockholders" pursuant to Section 2(b)(vi) hereof) in writing (a "Demand Request"), that the Company consummates a Business Combination, (i) Stifel or (ii) effect the holders of a majority-in-interest of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the 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 under the Securities Act of that number of Shares requested and owned by the Requesting Stockholders (a "Demand Registration"). Notwithstanding anything to the contrary set forth in this Agreement, the Company shall in no event be required to effect, in the aggregate with respect to all or part of their Founder Sharesthe Stockholders, Private Placement Warrants (or underlying securitiesmore than one Demand Registration for each of DDJ Capital Management, LLC and Mitchell Hutchins Asset Management, Inc.; provided that, if any Regisxxxxxx Xxxxxxxxxx requested to be registered pursuant to a Demand Request under this Section 2(b)(i) are excluded from a registration pursuant to Section 2(b)(iv) below, the Requesting Stockholders shall have the right, with respect to each such exclusion, to one additional Demand Registration under this Section 2(b)(i) with respect to such excluded Registrable Securities. Subject to Section 2(b)(v), Working Capital Warrants the Company shall file with the Commission, within 90 days after receiving a Demand Request (the "Required Filing Date"), a registration statement on an appropriate form under the Securities Act providing for the sale or underlying securities) or other distribution of those Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed subject to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject and shall thereafter use reasonable commercial efforts to Section 2.1.4 and cause the provisos same to be declared effective by the Commission as promptly as practicable after such filing. Notwithstanding anything to the contrary set forth in Section 3.1.1. The this Agreement, (1) no Stockholder may make a Demand Request or participate in a Demand Registration unless, at the time thereof, (a) such Stockholder owns at least 10% of the then-outstanding shares of Common Stock or (b) certifies in writing to the Company that such Stockholder may be deemed to be an affiliate of the Company under the Securities Act; (2) the Company shall not be obligated required to effect more any Demand Registration pursuant to any registration statement other than an aggregate of three the Shelf Registration Statement at any time when the Shelf Registration Statement is effective and may be used for such Demand Registration; and (3) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation the Company shall not apply be required to effect any Demand Registration initiated by Stifel, which shall of an offering and sale that can otherwise be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of effected in compliance with Rule 144 under the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1Act.

Request for Registration. At any time and from time to time on or after the date that the Company consummates a Business Combination, (i) Stifel or (ii) the holders of a majority-in-interest of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the 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 under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Securities, as the case may be (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. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At any time and from time to time on or after the date that the Company consummates expiration of a Business Combinationlock-up to which such shares are subject, if any, (i) Stifel NAC Investors who hold a [a majority in interest] of the Registrable Securities held by all NAC Investors or (ii) the holders of a majority-in-interest Company Investors who hold [●]of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable SecuritiesSecurities held by all Company Investors, as the 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 any portion of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)on Form S-1 or any similar long-form Registration or, if then available, on Form S-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as the case may be (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. The Company ParentCo will notify all Investors that are holders of Registrable Securities of the demand, and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company ParentCo within fifteen (15) days after the receipt by the holder of the notice from the CompanyParentCo. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 2.2.4 and the provisos set forth in Section 3.1.1. The Company ParentCo shall not be obligated to effect effect: (a) more than an aggregate of three one (31) Demand Registration during any six-month period; (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; (c) more than [●]Underwritten Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; providedSecurities held by the NAC Investors, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, each of which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all will also count as an Underwritten Takedown of the NAC Investors under Section 2.1.5(c)(ii); or (d) more than [●]Underwritten Demand Registrations in respect of all Registrable Securities requested held by the Demanding Holders to be registered on behalf Company Investors, each of which will also count as an Underwritten Takedown of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Company Investors under Section 3.12.1.5(c)(iii).

Request for Registration. At Subject to Section 2.4, at any time and from time to time on or after the date that the Company consummates a Business CombinationClosing, Investors holding (ias individual record owners or in street name) Stifel or (ii) the holders of at least a majority-in-interest of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Securities then issued and outstanding may make a written demand for registration under the Securities Act of all or part of their Founder SharesRegistrable Securities, Private Placement Warrants 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 (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (such written demand a “Demand Registration”). Any demand Within ten (10) days following receipt of any request for a Demand Registration shall specify Registration, the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of other Investors holding Registrable Securities of the demand, and each holder of Investor holding Registrable Securities who wishes to include all or a portion of such holderInvestor’s Registrable Securities in the Demand Registration (each such holder Investor including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder Investor of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1, and the Company shall effect, as soon thereafter as practicable, but not more than ninety (90) days immediately after the Company’s receipt of the Demand Registration, the filing of a Registration Statement registering all Registrable Securities requested by the Demanding Holders pursuant to such Demand Registration. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided. Notwithstanding anything in this Section 2.1 to the contrary, howeverthe Company shall not be obligated to effect a Demand Registration under this Agreement, that (i) this limitation shall not apply if a Piggy-Back Registration had been available to any the Demanding Holder(s) within the one hundred twenty (120) days preceding the date of request for the Demand Registration initiated by StifelRegistration, which shall be governed by Section 3.5, and (ii) within sixty (60) days after the effective date of a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form previous registration statement that may be available at such time (“Form S-1”) has become effective and all of effected with respect to the Registrable Securities requested pursuant 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 Demanding Holders Company if such Demand Registration would cause the Company to be registered on behalf of breach a “lock-up” or similar provision contained in the Demanding Holders in underwriting agreement for such Form S-1 Registration have been sold, in accordance with Section 3.1offering.

Request for Registration. At any time and from time to time on or after the date that which ------------------------ is 180 days following the Company consummates a Business Combination, (i) Stifel or (ii) the holders of a majority-in-interest closing of the Founder SharesInitial Public Offering, Private Placement Warrants (any Holder or underlying securities)Holders owning, Working Capital Warrants (individually or underlying securities) or other Registrable Securitiesin the aggregate, as at least the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Requisite Share Number may make a written demand request for registration under the Securities Act of all or part of its or their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel a "Demand Registration"); provided that the Holder or Holders making the request are together requesting -------- that the Requisite Share Number be registered; provided further that the Company -------- ------- shall not be obligated to effect (i) more than two (2) Demand Registrations for the FS Stockholder and its transferees)Permitted Transferees and permitted assignees, as a group; or (ii) more than two (2) Demand Registrations for the case may be (Existing Stockholders and their Permitted Transferees as a “Demand Registration”)group. Any demand for a Demand Registration shall Such request will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method(s) method of distribution disposition thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion shall give written notice of such holder’s Registrable Securities in registration request within ten days after the receipt thereof to all other Holders and the Minority Holders. If an Existing Stockholder requests a Demand Registration, the FS Stockholder (or its Permitted Transferees or permitted assignees) shall be entitled to submit to the Company, within ten (10) days after receipt of notice of such Existing Stockholder's request for a Demand Registration, a written request for a Demand Registration (the "Simultaneous Registration") and shall thereby join in the request of such Existing Stockholder, and thereupon each such holder including shares of the Existing Stockholders and FS Stockholder shall be entitled to include Registrable Securities in such registrationDemand Registration on a pro rata basis, a “Demanding Holder”) shall so notify determined based on the Company within fifteen (15) days after the receipt Pro Rata Share then held by the holder of the notice from the Company. Upon any such requestFS Stockholders, the Demanding Holders shall be entitled to have their Registrable Securities included Existing Stockholders (in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall 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, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.each case

Request for Registration. At any time and from time to time on or after the date that is (i) 90 days after the Company consummates a an Initial Business Combination, Combination (ias defined in the Company’s Registration Statement with respect to its initial public offering) Stifel with respect to the Sponsors’ Warrants (or underlying Ordinary Shares) or (ii) 90 days prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of a majority-in-interest of the Founder Shares, Private Placement such Sponsors’ Warrants (or and underlying securities), Working Capital Warrants (or underlying securitiesOrdinary Shares) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Private Placement Sponsors’ Warrants (or underlying securities), Working Capital Warrants (or underlying securitiesOrdinary Shares) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Securities, as the case may be (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. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At any time and from time to time on or after the date that the Company consummates a Business Combination, (i) Stifel or (ii) the holders of a majority-in-interest of the Founder Shares, such Private Placement Warrants Units (or underlying securitiesOrdinary Shares), Working Capital Warrants Units (or underlying securitiesOrdinary Shares) or other Registrable Securities, as the 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 under the Securities Act of all or part of their Founder Shares, Private Placement Warrants Units (or underlying securitiesOrdinary Shares), Working Capital Warrants Units (or underlying securitiesOrdinary Shares) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Securities, as the case may be (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. The Company will notify notify, in writing, all holders of Registrable Securities of the demand within thirty (30) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s his, her or its Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, including the holder(s) making the initial demand, a “Demanding Holder”) shall so notify the Company Company, in writing, within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section Sections 2.1.4 and 3.5 and the provisos set forth in Section 3.1.1. The Company shall 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. Notwithstanding anything in this Section 2.1 to the contrary, howeverCompany shall not be obligated to effect a Demand Registration, that (i) this limitation shall not apply if a Piggy-Back Registration had been available to any the Demanding Holder(s) within the one hundred twenty (120) days preceding the date of request for the Demand Registration initiated by StifelRegistration, which shall be governed by Section 3.5, and (ii) within sixty (60) days after the effective date of a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form previous registration statement that may be available at such time (“Form S-1”) has become effective and all of effected with respect to the Registrable Securities requested pursuant 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 Demanding Holders Company if such Demand Registration would cause the Company to be registered on behalf of breach a “lock-up” or similar provision contained in the Demanding Holders in underwriting agreement for such Form S-1 Registration have been sold, in accordance with Section 3.1offering.”

Request for Registration. At The Sellers or their respective Affiliates may, at any time from and from time to time on or after the date of this Agreement, or except as set forth in the last sentence of this Section 2.01(a) and in Section 2.10, any Non-Affiliated Qualified Transferee to whom any Seller, any Affiliate of any Seller or any other Qualified Transferee has transferred one or more of the rights set forth in this Section 2.01(a) may, at any time after June 1, 2012, request in writing (a “Demand Request”) that the Company consummates Registrant prepare and file a Business Combination, (i) Stifel or (ii) the holders of a majority-in-interest of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the 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 statement under the Securities Act to permit the resale of all or part a portion of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other the Registrable Securities (excluding Registrable or, if the Demand Request is made by a Seller or its Affiliate, Class C Convertible Preferred Units, from time to time, including as permitted by Rule 415 promulgated by the Commission under the Securities held by Stifel and its transferees)Act, as the case may be or any similar provision then in force (a “Demand Registration” and such registration statement, a “Shelf Registration Statement”). Any demand for a A Shelf Registration Statement filed pursuant to this Section 2.01(a) shall be on such appropriate registration form of the Commission as shall be selected by the Registrant. A Demand Registration Request shall specify the number of shares Registrable Securities or Class C Convertible Preferred Units proposed to be included in the Shelf Registration Statement and the intended method of disposition thereof. No Demand Request shall deemed to have been made, and no Demand Registration shall be required, with respect to any request made by a Non-Affiliated Qualified Transferee that would require the registration of less than $100 million of Registrable Securities proposed (based on the Liquidation Preference Price), taking into account all elections by other Holders to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities included in the Demand Registration (each pursuant to Section 2.01(c), and the Non-Affiliated Qualified Transferee making such holder including shares failed demand shall be prohibited from making another demand under this paragraph for a period of Registrable Securities in such registration, a “Demanding Holder”) shall so notify 180 days following the Company within fifteen (15) days after the receipt by the holder end of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos period set forth in Section 3.1.1. The Company shall not be obligated 2.01(c) with respect to effect more than an aggregate of three (3) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1failed demand.

Request for Registration. At Subject to Section 2.4, at any time and from time to time on or after the date that the Company consummates a Business CombinationClosing, either (i) Stifel or Company Stockholders holding a majority-in-interest of the Registrable Securities then issued and outstanding and (ii) the holders of Founder Holders holding a majority-in-interest of the Founder SharesSecurities that are Registrable Securities then issued and outstanding (for the avoidance of any doubt, Private Placement Warrants (or underlying securities)throughout this agreement, Working Capital Warrants (or underlying securities) or other such determination is based on the number of Registrable Securities, as the case may be, Securities held by the Investors, officers or directors investors and not the voting rights of the Company or their affiliates, or the transferees of the Investorsthose Registrable Securities), may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (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. The Company Within ten (10) days following receipt of any request for a Demand Registration, Pubco will notify all holders of other Investors holding Registrable Securities of the demand, and each holder of Investor holding Registrable Securities who wishes to include all or a portion of such holderInvestor’s Registrable Securities in the Demand Registration (each such holder Investor including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company Pubco within fifteen (15) days after the receipt by the holder Investor of the notice from the CompanyPubco. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company Pubco shall 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; provided. For the avoidance of doubt, however, that each of (ia) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) the holders of a Registration shall not be counted for such purposes unless a Form S-1 or any similar longmajority-form registration statement that may be available at such time (“Form S-1”) has become effective and all in- interest of the Registrable Securities requested held by the Investors, and (b) the Founder Holders, are permitted to exercise two Demand Registrations pursuant to this Section 2.1.1 with respect to their respective 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 had been available to the Demanding Holders 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 be registered on behalf the Registrable Securities pursuant this Section 2.1, or (iii) during any period (not to exceed one hundred eighty (180) days) following the closing of the Demanding 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 3.1offering.

Request for Registration. At any time and from time to time on or after the date that expiration of the Company consummates a Business CombinationLock-up Period, each of (i) Stifel or the holders of a majority-in-interest of the Closing Holdings Shares held by holders and (ii) the holders of a majority-in-interest of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, Shares held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investorsholders, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)such holders, provided that the estimated market value of Registrable Securities to be so registered thereunder is at least $10 million in the aggregate. Any such requested registration shall be referred to as the case may be (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. The Within five (5) business days following receipt of any request for a Demand Registration, the Company will notify in writing all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt in writing, provided that such notice shall be received by the holder Company within ten (10) business days of the Company’s having sent the applicable notice from to such holder or holders. All such requests shall specify the aggregate amount of Registrable Securities to be registered and the intended method of distribution. The Company may include in such registration additional securities of the Registrable Securities to be registered thereunder, including securities to be sold for the Company’s own account or the account of Persons who are not holders of Registrable Securities. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three six (36) Demand Registrations Registrations, four (4) with respect to those holders described in clause (i) of this Section 2.1.1 and two (2) with respect to those holders described in clause (ii) of this Section 2.1) under this Section 2.1.1 in respect of all the Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At any time and from time to time on or after the date that is 30 days after the Company consummates a Business CombinationCombination (as defined in the Company's Registration Statement with respect to its initial public offering), (i) Stifel or (ii) the holders of a majority-in-interest of the Founder SharesFounders' Common Stock, Private Placement the Founders' Warrants (or underlying securitiesshares of Common Stock), Working Capital the Sponsors' Warrants (or underlying securities) or other Registrable Securitiesshares of Common Stock), as the case may berespectively, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding a "DEMAND REGISTRATION"); provided, however, the Company shall ensure that no such Demand Registration shall become effective with respect to any Registrable Securities held by Stifel until after such Registrable Securities are released from escrow pursuant to that certain Securities Escrow Agreement dated on or about the date hereof among the Company, Continental Stock Transfer & Trust Company and its transferees), as the case may be (a “Demand Registration”)Investors. 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. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”"DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At If, at any time and from time to time on or after subsequent to the date that hereof, the Company consummates a Business Combinationproposes to register or qualify any of its common stock in connection with the public offering of such common stock solely for cash, (i) Stifel or (ii) the Company will, as expeditiously as reasonably possible, give written notice to all holders of a majority-in-interest Warrants and Issued Warrant Shares of the Founder Shares, Private Placement Warrants (Company’s intention to effect such registration or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the 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 under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be qualification (a “Demand Registration”). If within 30 days after mailing of any such notice by the Company, any holder of Warrants or Issued Warrant Shares submits a written request to the Company specifying all or a part of such holder’s Warrant Shares, that such holder proposes to register Common Stock in such Registration, the Company will effect the registration of such. Any demand for a Demand Registration shall specify such holder may withdraw his request to participate in any such Registration, by written notice to the number of shares of Registrable Securities proposed to be sold Company and the intended method(smanaging underwriter, if any, which shall be received by both any time prior to the “Registration Date” (as defined herein) of distribution thereofsuch Registration. The Company will notify all holders of Registrable Securities of the demand, and give written notice to each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the requesting holder of the notice from contemplated filing date of the Companyproposed Registration (the “Registration Date”) 30 days prior to such Registration Date. Upon In any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos including a Demand Registration as set forth in Section 3.1.12 hereof, and notwithstanding the foregoing, the Company will not be obliged hereunder to register any Stock which is not Issued Stock prior to the effective date of the registration. The Company shall will 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, however, that (i) this limitation shall not apply liable to any Demand such holder in connection with any exercise by such holder in anticipation of any such Registration, or for any such holder’s failure to timely exercise, or if the Registration initiated by StifelDate is postponed for any reason, which shall be governed by Section 3.5or if, and (ii) a for any reason, the Registration shall does 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 Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1take place.

Request for Registration. At any time and from time Prior to time on the consummation of an Initial Public Equity Offering by ACME Parent or one of its Subsidiaries (other than the Company), holders of Registrable Membership Units shall have the demand registration rights set forth in this Section 3.1 with respect to Registrable Membership Units of the Company after the date that the Company consummates occurrence of a Business CombinationDemand Event. After consummation of such an Initial Public Equity Offering, (i) Stifel or (ii) the holders of a majority-in-interest Registrable Equity Exchange Securities shall have the demand registration rights set forth in this Section 3.1 with respect to Registrable Equity Exchange Securities of the Founder Shares, Private Placement Warrants (Exchange Issuer received after consummation of the Mandatory Exchange or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable SecuritiesEquity Exchange Offer, as the case may be. After the occurrence of (i) a Demand Event or (ii) the consummation of a Mandatory Exchange or Equity Exchange Offer, held by (a) the Investors, officers or directors holders of Registrable Membership Units equivalent to 25% of the Company or their affiliatesMembership Units originally issued as part of the Units (in the case of clause (i)), including the Membership Units issuable upon conversion of the Convertible Securities, or (b) the transferees holders of Registrable Equity Exchange Securities equivalent to 25% of the Investors, may make a written demand for registration under the Equity Exchange Securities Act of all or issued as part of their Founder Sharesthe Mandatory Exchange or Equity Exchange Offer, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable including Equity Exchange Securities (excluding Registrable Securities held by Stifel and its transferees)issuable upon conversion of the Convertible Securities, as the case may be (in the case of clause (ii)), will be entitled to require the Company or the Exchange Issuer, as the case may be (the "Demand Registrant"), to effect up to two registrations (each, a “"Demand Registration”). Any demand for ") under the Securities Act of the applicable Registrable Securities; PROVIDED, HOWEVER, that if a Demand Registration is requested with respect to the Company prior to the consummation of an Initial Public Equity Offering by the Company, ACME Parent or one of its Subsidiaries may consummate a Mandatory Exchange in accordance with Sections 2.1 and 2.2 hereof, in which case the Demand Registration shall be consummated by the Exchange Issuer. Any such request will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method(s) method of distribution disposition thereof. The Company will notify all No Demand Registration may be requested either (x) within 180 days of the consummation of an underwritten public offering of Common Stock by the Demand Registrant or (y) after notice of a Piggy-Back Registration has been mailed to holders of Registrable Securities and until the earlier of the withdrawal of the Piggy-Back Registration by the Demand Registrant or 180 days after consummation of the Piggy-Back Registration. Subject to Section 3.1(b), upon a demand, the Demand Registrant will prepare, file and each cause to be effective within 180 days of such demand a Registration Statement in respect of all the Included Securities (including any Registrable Securities issuable upon conversion of Convertible Securities requested to be included in the Demand Registration by holders of Convertible Securities). The Demand Registrant shall give written notice of such registration request within 10 days after the receipt thereof to all other holders of the Registrable Securities. Within 20 days after receipt of such notice by any such holder, such holder may request in writing that Registrable Securities be included in such registration and the Demand Registrant shall include in the Demand Registration the Registrable Securities of any such holder requested to be so included (all such Registrable Securities requested to be registered, the "Included Securities"). Each such request by such holders shall specify the number of Included Shares proposed to be sold and the intended method of disposition thereof. If a Demand Registration is requested in the form of an underwritten public offering, (x) it shall be a condition to a holder of Registrable Securities who wishes including such securities therein that such holder agree to include all enter into customary underwriting, custody and power of attorney agreements and a "lock-up" agreement for a period of up to 180 days and (y) the underwriters in such public offering shall agree to purchase from each holder of Included Securities issuable upon conversion of a Convertible Security such Convertible Security (or applicable portion thereof) at a portion purchase price equal to the product of (x) the price per Included Security to be paid by the underwriters and (y) the number of Included Securities issuable upon conversion of such holder’s Convertible Security on the date of consummation of such public offering. Subject to Section 3.1(c), the Demand Registrant shall be required to register Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled pursuant to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three (3) Demand Registrations under this Section 2.1.1 in respect 3.1 on a maximum of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1two separate occasions.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination, Combination with respect to the Private Units (ior underlying Securities) Stifel 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 the Founder Shares, such Private Placement Warrants Units (or underlying securitiesSecurities), Working Capital Warrants Units (or underlying securitiesSecurities) or other Registrable Securities, as the 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 under the Securities Act of all or part of their Founder Shares, Private Placement Warrants Units (or underlying securitiesSecurities), Working Capital Warrants Units (or underlying securitiesSecurities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Securities, as the case may be (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. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination, Combination with respect to the Private Units (ior underlying shares of Common Stock and Warrants) Stifel and Working Capital Units (or underlying shares of Common Stock and Warrants) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Founder Shares, such Private Placement Warrants Units (or underlying securitiesshares of Common Stock and Warrants), Working Capital Warrants Units (or underlying securitiesshares of Common Stock and Warrants) or other Registrable Securities, as the 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 under the Securities Act of all or part of their Founder Shares, Private Placement Warrants Units (or underlying securitiesshares of Common Stock and Warrants), Working Capital Warrants Units (or underlying securitiesshares of Common Stock and Warrants) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Securities, as the case may be (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. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that EarlyBirdCapital, Inc. will not have more than one (i1) this limitation shall not apply to any Demand Registration initiated by Stifelpursuant to this section at the Company’s expense; and provided, which shall be governed by Section 3.5further, and however, that EarlyBirdCapital, Inc. may not exercise the foregoing Demand Registration right more than five (ii5) 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 years from the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1Effective Date.

Request for Registration. At any time and from time to time on or after the date that the Company consummates a Business Combination, (i) Stifel or (ii) the holders of a majority-in-interest first anniversary of the Founder Sharesdate of this Agreement, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Demanding Holders may make a written demand request for registration under the Securities Act of all or part (but in no event less than twenty five percent (25%)) of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (a “Demand Registration”). Any demand Such request for a Demand Registration shall must specify the number of shares of Registrable Securities proposed to be sold and must also specify the intended method(s) method of distribution disposition thereof. The Upon receipt of such written request, the Company will notify all holders of Registrable Securities promptly give written notice of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the proposed Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Companyto all other Holders. Upon any such request, the Demanding Holders (and any other Holder or Holders) joining in such request as are specified in a written request given within 15 days after receipt of such written notice from the Company) shall be entitled to have their Registrable Securities and Permissible Piggyback Shares included in the Demand Registration, subject to Section 2.1.4 2(a)(iv) and Section 2(a)(v). Notwithstanding the provisos set forth foregoing, the Company shall not be obligated to effect any such Demand Registration if the Company furnishes to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such Demand Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the registration statement for such Demand Registration for only that period of time as the Board of Directors in good faith reasonably deems necessary to avoid such material detriment to the Company, but, in any case, not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 3.1.12(a); provided, however, that (i) the Company shall in no event be entitled to defer registration if the deferral is caused by, will cause or arises out of a material breach of any right of the Investor under the Transaction Documents (as defined in the Purchase Agreement), or if the facts or circumstances for such deferral existed at the time that a registration right held by another holder of Capital Stock of the Company was exercised and no deferral was requested, and (ii) the Company shall not be allowed to exercise this deferral right more than once in any three hundred sixty-five (365)-day period. The Company shall not be obligated to effect more than an aggregate of three (3) one Demand Registrations Registration under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.12(a).

Request for Registration. At Unless this Warrant is exercised pursuant to Section 1.1(b) hereof, if, at any time and from time prior to time on or after the fifth anniversary of the date that hereof, Holders holding the Company consummates a Business Combination, greater of (i) Stifel at least twenty-five percent (25%) of the combined total of Warrant Shares issuable and Warrant Shares outstanding pursuant to the First Warrant and any subsequent warrant issued by Diamond to S3 or (ii) one hundred percent (100%) of such shares issued or issuable pursuant to the First Warrant, at such time request that the Company file a registration statement on Form S-3 (or Form S-1 if Form S-3 is not then available to the Company) under the Securities Act, as soon as practicable thereafter the Company shall use its commercially reasonable efforts to file a registration statement with respect to all Warrant Shares that it has been so requested to include (the "Demand Registration") and obtain the effectiveness thereof, and to take all other action necessary under any federal or state law or regulation to permit the Warrant Shares that are held and/or that may be acquired upon the exercise of the Warrants specified in the notices of the Holders or holders thereof to be sold or otherwise disposed of, and the Company shall maintain such compliance with each such federal and state law and regulation for the period necessary for such Holders or holders to effect the proposed sale or other disposition, which period shall be not less than thirty (30) days; provided, however, the Company shall be entitled to defer such registration for a period of up to forty-five (45) days if and to the extent that its Board of Directors shall determine that such registration would interfere with a pending corporate transaction. The Company shall also promptly give written notice to the Holders and the holders of any other Warrants and/or the holders of any Warrant Shares who or that have not made a majority-in-interest request to the Company pursuant to the provisions of this Section 2.2(a) of its intention to effect any required registration or qualification, and shall use its commercially reasonable efforts to effect as expeditiously as possible such registration or qualification of all such other Warrant Shares that are then held and/or that may be acquired upon the exercise of the Founder SharesWarrants, Private Placement Warrants (the Holder or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the 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 under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (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. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all which have requested such registration or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company qualification within fifteen (15) days after the receipt such notice has been given by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated required to effect more than an aggregate of three (3) Demand Registrations under a registration or qualification pursuant to this Section 2.1.1 in respect 2.2(a) on a total of all Registrable Securities; provided, however, that one (i1) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1occasion.

Request for Registration. At any time commencing on the 8 month anniversary of the date hereof and from time to time thereafter any Holder or Holders may make written requests (individually, a "Request") on or after the date that the Company consummates a Business Combination, (i) Stifel or (ii) for the holders of a majority-in-interest registration of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors offer and sale of the Company or their affiliates, or the transferees of the Investors, may make a written demand for registration Registrable Securities under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), such registration being hereinafter referred to as the case may be (a “"Demand Registration”"); provided, however, that if any Preferred Stock Event of Default has occurred before the 8 month anniversary of the date hereof, the Holders shall, at any time, be entitled to exercise Requests for Demand Registrations. Any demand for The Company shall not effect a Demand Registration unless the Request is made by Holders who, alone or together with other Holders making the Request, hold in the aggregate not less than 35% of the outstanding Registrable Securities; provided, however, that for so long as Moore shall own at least 50% of xxx Registrable Securities acquired by it on the date hereof, Moore shall have the right to mxxx x Request for one (1) such Demand Registration. Subject to the penultimate sentence of Section 2.1(b), the Company shall have no obligation to effect more than four Demand Registrations. Any Request will specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereofdisposition thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion shall give written notice of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company Request within fifteen (15) 10 days after the receipt thereof to all other Holders. Within 20 days after receipt of such notice by the holder of the notice from the Company. Upon any such requestHolder, the Demanding Holders shall be entitled to have their such Holder may request in writing that all or any portion of its Registrable Securities be included in the Demand Registration, subject to Section 2.1.4 such Registration Statement and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three (3) Demand Registrations under this Section 2.1.1 include in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any the Registration Statement for such Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities of all Holders that requested by the Demanding Holders to be registered on behalf so included. Each such request by such other Holders shall specify the number of Registrable Securities proposed to be sold and the intended method(s) of disposition thereof and shall also state the firm intent of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1Holder to offer Registrable Securities for sale.

Request for Registration. At any time and from time to time on or after the date that the Company consummates a Business Combination, (i) Stifel or (ii) the The holders of a majority-in-interest of the Founder Shares, Private Placement Warrants (or underlying securities)Warrants, Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliatesWarrants, or the transferees of the Investors, Founder Shares may make a written demand for registration under the Securities Act of all or part of their Founder Shares, such Registrable Securities at any time and from time to time on or after: (i) the date that the Company consummates a Business Combination with respect to the Private Placement Warrants (or underlying securities), and Working Capital Warrants Warrants, or (or underlying securitiesii) or other Registrable Securities the date commencing three months prior to the Release Date with respect to the Founder Shares (excluding Registrable Securities held by Stifel and its transferees), as the case may be (each 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. The Company will within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; providedSecurities (not including short-form requests for registration pursuant to Section 2.3). Notwithstanding anything to the contrary, however, that (i) this limitation shall not apply to any the underwriters in the Company's initial public offering may only have one Demand Registration initiated by Stifeland only during the five-year period beginning on the effective date of the Registration Statement, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time greater number of Demand Registrations by the underwriters is allowed under the rules and regulations of the Financial Industry Regulatory Authority (“Form S-1FINRA”) has become effective and all of at the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1time.

Request for Registration. At Subject to the provisions of Section 5 hereof, at any time and from time to time on or after the effective date that the Company consummates a Business Combination, (i) Stifel or (ii) the holders of a majority-in-interest of the Founder Shares, Private Placement Warrants (registration statement for Initial Public Offering any Holder or underlying securities), Working Capital Warrants (Holders holding in the aggregate 10% or underlying securities) more of the shares or other Registrable Securities, as the case may be, held by the Investors, officers or directors units of the Company or their affiliates, or the transferees of the Investors, Restricted Stock then outstanding may make a written demand request for registration under the Securities Act of all or part of its or their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be Restricted Stock pursuant to this Section 2 (a “Demand Registration”), provided that the number of shares or other units of Restricted Stock proposed to be sold or distributed pursuant to such registration shall be equal to 10% or more of the aggregate number of shares or other units of Restricted Stock then outstanding, but (if fewer than all outstanding shares or other units of Restricted Stock are proposed to be so sold or distributed) in no event less than 5% of the initial aggregate number of shares or other units of Restricted Stock outstanding as of the date of this Agreement (subject to appropriate adjustment for any stock dividend, stock split, combination, recapitalization, merger, consolidation, reorganization or other occurrence affecting the number of shares or other units of Restricted Stock then outstanding). Any demand Such request will specify the aggregate number of shares or other units of Restricted Stock proposed to be sold or distributed and will also specify the intended method of disposition thereof. Within 10 business days after receipt of such request, the Company will give written notice of such registration request to all other Holders of Restricted Stock, if any, and include in such registration all Restricted Stock with respect to which the Company has received written requests for a Demand Registration shall inclusion therein within 15 business days after the date on which such notice is so given. Each such request will also specify the number of shares or other units of Registrable Securities proposed Restricted Stock to be sold registered and the intended method(s) method of distribution disposition thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes No party other than a Holder shall be permitted to include all or a portion of such holder’s Registrable Securities securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall 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, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) unless the Holder or Holders of 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 by the Demanding Holders shares or other units of Restricted Stock to be registered on behalf of the Demanding Holders included therein shall have consented thereto in such Form S-1 Registration have been sold, in accordance with Section 3.1writing.

Request for Registration. At any time and from time to time on or after the date that expiration of any lock-up to which an Investor’s shares are subject, if any, provided compliance by the Company consummates a Business CombinationInvestors with Section 3.4, and provided further there is not an effective Resale Shelf Registration Statement available for the resale of the Registerable Securities pursuant to Section 2.1 (i) Stifel or ARYA Investors who hold a majority of the Registrable Securities held by all ARYA Investors, (ii) the holders of Dievini or (iii) Company Investors (other than Dievini) who hold a majority-in-interest majority of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable SecuritiesSecurities held by all Company Investors, as the 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 any portion of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)on Form F-1 or any similar 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 the case may be (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. The Company will notify all Investors that are holders of Registrable Securities of the demand, and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 2.2.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect effect: (a) more than an aggregate of three one (31) Demand Registration during any six-month period; (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; (c) more than three Underwritten Demand Registrations under this Section 2.1.1 in respect of all Registrable SecuritiesSecurities held by ARYA Investors; provided, however, that (id) this limitation shall not apply to any more than three Underwritten Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and Registrations in respect of all of the Registrable Securities requested held by the Demanding Holders to be registered on behalf Company Investors (excluding dievini) or (e) more than nine Underwritten Demand Registrations in respect of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1all Registrable Securities held by dievini.

Request for Registration. At any time and from time to time on or after the date that is (i) after the Company consummates a an Initial Business CombinationCombination with respect to the Sponsors’ Warrants (or underlying Ordinary Shares); (ii) the earlier of (x) nine months after the consummation of an Initial Business Combination or (y) the date the shares are released from escrow, with respect to the Founders’ Ordinary Shares; and (iii) one hundred and eighty (180) days after the IPO with respect to all other Registrable Securities otherwise acquired, (to the extent not previously registered by the Company pursuant to the preceding subclause (i) Stifel or (ii) )), the holders of a majority-in-interest of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other any class of Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees Permitted Transferees of the Investors, may make a written demand (for a total of two demands) for registration under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding each such class of Registrable Securities held by Stifel such holders, provided that the estimated market value of Registrable Securities of all classes to be so registered thereunder is at least $500,000 in the aggregate and its transferees), provided further that any Registration Statement for Unreleased Registrable Securities may not become effective until after such Registrable Securities have become Released Registrable Securities. Any such requested registration shall be referred to as the case may be (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. The Within five (5) business days following receipt of any request for a Demand Registration, the Company will notify in writing all holders of Registrable Securities of the class or classes to be registered of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt in writing, provided that such notice shall be received by the holder Company within ten (10) business days of the Company’s having sent the applicable notice from to such holder or holders. All such requests shall specify the class and aggregate amount of Registrable Securities to be registered and the intended method of distribution. The Company may include in such registration additional securities of the class or classes of the Registrable Securities to be registered thereunder, including securities to be sold for the Company’s own account or the account of Persons who are not holders of Registrable Securities. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company Company, if so requested, shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all the Registrable Securities; provided. In addition, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration the Company shall not be counted required to file a Registration Statement for such purposes unless a Form S-1 or Demand Registration at any similar longtime during the 6-form registration statement that may be available at such time (“Form S-1”) has become month period following the effective and all date of the Registrable Securities requested by the Demanding Holders another Registration Statement filed pursuant to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with this Section 3.12.1.

Request for Registration. At Subject to and in accordance with this Agreement, at any time and from time to time on or after the later of (1) the date that upon which the Company consummates a Business CombinationUnit Purchase Option becomes exercisable as therein provided and (2) the first anniversary of the date hereof and prior to the fifth anniversary of the date hereof, (i) Stifel or (ii) the holders of a majority-in-interest at least 50% of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, Securities held by the Investors, officers IPO Underwriter or directors of the Company or their affiliates, or the transferees of the Investorsits transferees, may make a written demand (a “Demand Request”) for registration under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (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. The Company will notify all other holders of Registrable Securities and the Founders (so long as the Founders or their transferees shall hold Registrable Securities as defined in the Founders Registration Rights Agreement) of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company in writing within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three one (31) Demand Registrations Registration under this Section 2.1.1 in respect of all Registrable Securities; provided. In addition, however, that (i) this limitation the Company shall not apply be obligated to effect any Demand Registration initiated by Stifelunder this Section 2.1.1 if, which shall be governed by Section 3.5within 20 days of receipt of a written demand for a Demand Registration, 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 Company agrees to purchase the Registrable Securities requested by from the Demanding Holders to be registered on behalf requesting Holders, in the case of the Demanding Holders Warrants, at a price equal to the difference between the exercise price of the Warrants and the Current Market Value on the date of the Demand Request and in such Form S-1 Registration have been soldthe case of the Common Stock, in accordance with Section 3.1at the Current Market Value on the date of the Demand Request.

Request for Registration. At any time and from time to time on or after (a) Upon the date that occurrence of a Registration Trigger Event, if the Company consummates shall receive from a Business CombinationHolder (or, (i) Stifel or (ii) in the holders event there is more than one Holder as a result of the issuance by the Company of the Notes, the Company shall receive written notice from such Holders acting with respect to their rights under this Agreement according to a vote of a majority-in-interest of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securitiesHolders) or other a written request that the Company effect any registration with respect to any Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliatesshall use its commercially reasonable efforts to effect such registration (including, or without limitation, the transferees execution of the Investorsan undertaking to file post-effective amendments, may make a written demand for registration appropriate qualification under applicable state securities laws and appropriate compliance with applicable regulations issued under the Securities Act Act) as may be so requested and as would permit or facilitate the sale and distribution of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (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. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a such portion of such holder’s Registrable Securities as are specified in such request in the Demand Registration (each such holder including shares of Registrable Securities states specified in such registration, a “Demanding Holder”) shall so notify request. Notwithstanding the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such requestforegoing, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated hereunder to effect more than such registration unless the proposed public offering price of the securities to be included in such registration shall be at least $250,000 (before deducting underwriting discounts and commissions). If the registration request pertains to any Registrable Securities not yet outstanding because conversion rights have not been exercised, Company may condition the registration of such securities on an aggregate irrevocable undertaking to pay all expenses incident to such registration if such conversion rights are not exercised prior to the effective date of three (3) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; providedthe registration statement. Subject to the previous paragraph, however, that the Company shall file (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement with the Commission pursuant to Rule 415 under the Securities Act on Form S-3 under the Securities Act (or in the event that may be available the Company in ineligible to use such form, such other form as the Company is eligible to use under the Securities Act) covering at such time (“Form S-1”) has become effective and all lease 1,333,333 of the Registrable Securities so requested to be registered ("Registration Statement"); (ii) such state securities filings as shall have been requested by the Demanding Holders to be registered on behalf Holder; and (iii) any required filings with The Nasdaq Stock Market, Inc. or exchange where the Shares are traded, as soon as practicable, after receipt of the Demanding Holders in request of the Holder. Thereafter the Company shall use its best efforts to have such Form S-1 Registration have been sold, in accordance with Section 3.1Statement and other filings declared effective.

Request for Registration. At any time and from time to time on or after the date that the Company consummates expiration of a Business Combinationlock-up to which such shares are subject, if any, (i) Stifel Company Investors who hold a majority in interest of the Registrable Securities held by all Company Investors or (ii) the holders of Gemini Investors who hold at least a majority-in-interest majority of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable SecuritiesSecurities held by all Gemini Investors, as the 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 any portion of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)on Form S-1 or any similar long-form Registration or, if then available, on Form S-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as the case may be (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. The Company will notify all Investors that are holders of Registrable Securities of the demand, and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 2.2.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect effect: (a) more than an aggregate of three one (31) Demand Registration during any six-month period; (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; (c) more than 2 Underwritten Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; providedSecurities held by the Company Investors, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, each of which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all will also count as an Underwritten Takedown of the Company Investors under Section 2.1.5(c)(ii); or (d) more than 2 Underwritten Demand Registrations in respect of all Registrable Securities requested held by the Demanding Holders to be registered on behalf Gemini Investors, each of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with which will also count as an Underwritten Takedown of Gemini Investors under Section 3.12.1.5(c)(iii).

Request for Registration. At any time and from time to time on or after the date that the Company consummates a Business Combination, the Holders of at least fifteen percent (i15%) Stifel or (ii) the holders of a majority-in-interest of the Founder Shares, such Private Placement Warrants Units (or underlying securitiesCommon Shares), Working Capital Warrants Units (or underlying securitiesCommon Shares) or other Registrable Securities, as the case may be, held by the InvestorsSponsor or its members, officers or directors of the Company or their affiliates, or the transferees of the InvestorsSponsor or its members, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Private Placement Warrants Units (or underlying securitiesCommon Shares), Working Capital Warrants Units (or underlying securitiesCommon Shares) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Securities, as the case may be (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. The Company will notify notify, in writing, all holders of Registrable Securities of the demand within ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s his, her or its Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Requesting Holder”, including the holder(s) making the initial demand, a “Demanding Holder”) shall so notify the Company Company, in writing, within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, the company shall effect such request, as soon as practicable, but not more than 45 days, subject to Section Sections 2.1.4 and the provisos set forth in Section 3.1.1. The Under no circumstances shall the Company shall not be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registrations Registration under this Section subsection 2.1.1 in with respect of to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Requesting Holders to be registered on behalf of the Demanding Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.13.1 of this Agreement.

Request for Registration. At any time and from time to time on or after the date Company has completed ------------------------ an IPO pursuant to a registration and shall no longer be restricted from commencing a second registration pursuant to applicable law and upon the written request of one or more Stockholders holding in the aggregate at least seven percent ( 7%) of the shares of outstanding Common Stock (each an "Initiating Holder") requesting that the Company consummates effect pursuant to this Section 3 the registration of any of such Initiating Holders' Stockholder Shares (a Business Combination, (i"Demand Registration") Stifel or (ii) the holders of a majority-in-interest of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the 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 under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (a “Demand Registration”). Any demand for a Demand Registration which request shall specify the number of shares of Registrable Securities proposed Stockholder Shares requested to be sold registered, the proposed amounts thereof, and the intended method(s) method of distribution thereof. The disposition by such Initiating Holders), the Company will notify shall promptly give written notice of such requested registration to all holders of Registrable Securities of the demandStockholders, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify thereupon the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such requestwill, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registrationas expeditiously as reasonably possible, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated use its best efforts to effect more than an aggregate of three (3) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that the registration of: (i) this limitation shall not apply the Stockholder Shares which the Company has been so requested to any Demand Registration initiated register by Stifelthe Initiating Holder, which shall be governed by Section 3.5for disposition in accordance with the intended method of disposition stated in such request, and (ii) all other Stockholder Shares owned by Stockholders, the holders of which shall have made a Registration written request to the Company for registration thereof (which request shall specify the Stockholder Shares requested to be registered, the proposed amounts thereof and the intended method of disposition by such Stockholder) within 30 days after the receipt of such written notice from the Company, all to the extent requisite to permit the disposition by the holders of the securities constituting Stockholder Shares so to be registered, provided that the Company shall not be counted for such purposes required to effect any -------- registration pursuant to this Section 3 if it is a registration with respect to which the Company is not required to pay expenses pursuant to Section 3(b)(i) unless a Form S-1 or any similar long-form registration statement the Company shall have received assurances satisfactory to it that may be available at such time (“Form S-1”) has become effective and all the Initiating Holder will bear the expenses of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1registration.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination, Combination with respect to the Private Units (ior underlying Ordinary Shares) Stifel and Working Capital Units (or underlying Ordinary Shares) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Founder Shares, such Private Placement Warrants Units (or underlying securitiesOrdinary Shares), Working Capital Warrants Units (or underlying securitiesOrdinary Shares) or other Registrable Securities, as the 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 under the Securities Act of all or part of their Founder Shares, Private Placement Warrants Units (or underlying securitiesOrdinary Shares), Working Capital Warrants Units (or underlying securitiesOrdinary Shares) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Securities, as the case may be (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. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At Holders agree to execute on an expedited basis any time and from time to time on or lockup agreements reasonably requested by the managing underwriter for the Initial Public Offering; provided, however, that the lockup period shall not exceed 180 days after the date that consummation of the Initial Public Offering. Without limiting the generality of the foregoing, the Holders agree, for the benefit of the Company consummates a Business Combinationand the underwriters for the Initial Public Offering, that no Holder or any affiliate or family member thereof will directly or indirectly sell, transfer or otherwise dispose of any shares of Restricted Stock (as defined below) prior to the expiration of 180 days after the consummation of the Initial Public Offering (such expiration date shall be referred to herein as the "Lockup Expiration Date"). As used in this Agreement, "Restricted Stock" shall mean (i) Stifel all shares of Common Stock issued to TSG2 and Mr. Xxxxxx xxxsuant to the Contribution and Exchange Agreement and owned by TSG2 and Mr. Xxxxxx xxxer the Initial Public Offering, together with any securities issued or issuable with respect to any such Common Stock by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, or otherwise and (ii) the holders of a majority-in-interest Warrants and the Warrant Shares (including any securities received by Shansby Partners or its successors pursuant to Section 12 of the Founder SharesWarrant Agreement). As to any particular shares of Restricted Stock, Private Placement Warrants such securities shall cease to be Restricted Stock when (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (b) such securities may be distributed to the public pursuant to Rule 144 (or underlying securitiesany successor provision) under the Securities Act (even though not actually sold pursuant thereto), Working Capital Warrants (or underlying securitiesc) or other Registrable Securitiessuch securities shall have been otherwise transferred, as the case may be, held new certificates representing such securities not bearing a legend restricting transfer shall have been delivered by the InvestorsCompany and subsequent disposition of such securities (without any volume limitations) shall not require registration or qualification of such securities under the Securities Act or any similar state law then in force, officers or directors of the Company or their affiliates(d) such securities shall have ceased to be outstanding, or (e) the transferees Holder or Holders thereof shall agree in writing to terminate this Agreement. Subject to the conditions and limitations set forth in Section 4 of this Agreement, at any time after the InvestorsLockup Expiration Date, one or more Holders may make a written demand request for registration under the Securities Act of all or part of its or their Founder Shares, Private Placement Warrants Restricted Stock pursuant to this Section 1 (or underlying securitiesa "Demand Registration"), Working Capital Warrants provided that the Minimum Number (or underlying securitiesas hereinafter defined) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (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. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) Restricted Stock shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall 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, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.be

Request for Registration. At any time and from time to time on or after the date that expiration of any lock-up to which an Investor’s shares are subject, if any, provided compliance by the Company consummates a Business CombinationInvestors with Section 3.4, and provided further there is not an effective Resale Shelf Registration Statement available for the resale 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) Stifel DYNS Investors who hold a majority of the Registrable Securities held by all DYNS Investors or (ii) the holders of Senti Investors who hold either a majority-in-interest majority of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, Securities held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the all Senti Investors, may make a written demand for registration Registration under the Securities Act of all or part any portion of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)on Form S-1 or any similar long-form Registration or, if then available, on Form S-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as the case may be (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. The Company will within five (5) Business Days after receiving such demand, notify all Investors that are holders of Registrable Securities of the demand, and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen five (155) days Business Days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 2.2.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect effect: (a) more than an aggregate of three two (32) 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 two (2) Underwritten Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated Securities held by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1DYNS Investors.

Request for Registration. At Subject to Sections 2.4 and 3.5, at any time and from time to time on or after the date that the Company consummates a Business Combination, (i) Stifel the Closing Date with respect to the Registrable Securities other than Initial Shares or (ii) the holders of Release Date with respect to Registrable Securities that are Initial Shares (or, solely with respect to Initial Shares that are subject to the Founder Share Escrow Agreement, but not the Initial Shareholder Escrow Agreement, if earlier than the Release Date, ten (10) months after the Closing Date), Investors holding a majority-in-interest of the Founder SharesRegistrable Securities then issued and outstanding (for the avoidance of any doubt, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other any Registrable Securities, as Securities held in escrow under the case may be, held by the Investors, officers or directors terms of the Company or their affiliates, Founder Share Escrow Agreement or the transferees Initial Shareholder Escrow Agreement shall be counted towards any majority-in-interest determination on behalf of the Investors, Investors under this Agreement) may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (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. The Within thirty (30) days following receipt of any request for a Demand Registration, the Company will notify all holders of other Investors holding Registrable Securities of the demand, and each holder of Investor holding Registrable Securities who wishes to include all or a portion of such holderInvestor’s Registrable Securities in the Demand Registration (each such holder Investor including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder Investor of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided. Notwithstanding anything in this Section 2.1 to the contrary, howeverthe Company shall not be obligated to effect a Demand Registration, that (i) this limitation shall not apply if a Piggy-Back Registration had been available to any the Demanding Holder(s) within the one hundred twenty (120) days preceding the date of request for the Demand Registration initiated by StifelRegistration, which shall be governed by including because the Company has sent a notice under Section 3.5, and (ii) 2.2.1 that it proposes to file a Registration shall not be counted Statement for such purposes unless an offering for 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 Demanding Holders to be registered capital raise on behalf of the Demanding Holders Company, (ii) within sixty (60) days after the effective date of a previous registration effected with respect to the Registrable Securities pursuant 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 would cause the Company 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 3.1offering.

Request for Registration. At Subject to and in accordance with this Agreement, at any time and from time to time on or after the later of (1) the date that upon which the Company consummates a Business CombinationUnit Purchase Option becomes exercisable as therein provided and (2) the first anniversary of the date hereof and prior to the fifth anniversary of the date hereof, (i) Stifel or (ii) the holders of a majority-in-interest at least 50% of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, Securities held by the Investors, officers CGF or directors of the Company or their affiliates, or the transferees of the Investorsits transferees, may make a written demand (a "Demand Request") for registration under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (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. The Company will notify all other holders of Registrable Securities and the Founders (so long as the Founders or their transferees shall hold Registrable Securities as defined in the Founders Registration Rights Agreement) of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “"Demanding Holder”") shall so notify the Company in writing within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three one (31) Demand Registrations Registration under this Section 2.1.1 in respect of all Registrable Securities; provided. In addition, however, that (i) this limitation the Company shall not apply be obligated to effect any Demand Registration initiated by Stifelunder this Section 2.1.1 if, which shall be governed by Section 3.5within 20 days of receipt of a written demand for a Demand Registration, 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 Company agrees to purchase the Registrable Securities requested by from the Demanding Holders to be registered on behalf requesting Holders, in the case of the Demanding Holders Warrants, at a price equal to the difference between the exercise price of the Warrants and the Current Market Value on the date of the Demand Request and in such Form S-1 Registration have been soldthe case of the Common Stock, in accordance with Section 3.1at the Current Market Value on the date of the Demand Request.

Request for Registration. At any time and from time to time on or after the date that is three months prior to the Company consummates a Business CombinationRelease Date, (i) Stifel or (ii) the holders of a majority-in-interest of the Founder Insider Securities or the Initial Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors 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 Insider Securities or the Initial Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (a “Demand Registration”); provided, however, that the holders of a majority-in-interest of the Initial Shares can make a Demand Registration no earlier than the Release Date for the Release Date of any time following the consummation of a Business Combination that the last sale’s price of the Company’s shares of Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 day trading period and the holders of a majority-in-interest of the Insider Securities can make a Demand Registration no earlier that the consummation of a Business Combination for the Release Date of 90 days after the consummation of a Business Combination. 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. The Company will notify all holders of Registrable Securities of the demand, and each holder of such Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationRegistration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At any time and from time to time on or after the date that the Company consummates a Business CombinationAnnouncement Date, (i) Stifel or (ii) the holders of a majorityMajority-in-interest of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company Investors or their affiliates, or the transferees of the Investorstransferees, may make a written demand for registration under the Securities Act of all or part of their Founder Sharesthe Private Placement Warrants, Private Placement Warrant Shares, Co-Investment Shares, Co-Investment Warrants and Co-Investment Warrant Shares (the “First Demand Registration”); provided, however, such Demand Registration shall not be declared effective by the Commission until after the First Release Date. At any time and from time to time on or underlying securities)after the Second Release Date, Working Capital Warrants (the holders of a Majority-in-interest held by the Investors or underlying securities) their transferees, may make a written demand for registration under the Securities Act of all or other part of the Registrable Securities (excluding Registrable Securities held by Stifel the “Second Demand Registration” and its transferees)together with the First Demand Registration, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities Securities, as applicable, proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demandDemand Registration, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three (3i) one (1) Demand Registration prior to the First Release Date and (ii) not more than two (2) Demand Registrations prior to the Second Release Date under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination, Combination with respect to the Private Units (ior underlying shares of common stock) Stifel and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Founder Shares, such Private Placement Warrants Units (or underlying securities), Working Capital Warrants shares of common stock) and Over-Allotment Units (or underlying securitiesshares of Common Stock) or other Registrable Securities, as the 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 under the Securities Act of all or part of their Founder Shares, Private Placement Warrants Units (or underlying securities), Working Capital Warrants shares of common stock) and Over-Allotment Units (or underlying securitiesshares of Common Stock) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)Securities, as the case may be (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. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided. Notwithstanding the provisions set forth in the immediately preceding sentences, however, that the holders of the Propper Registrable Securities may not make more than one (i1) this limitation shall not apply to any Demand Registration initiated by Stifel, which under this Section 2.1.1 and the right to such one Demand Registration set forth under this Section 2.1.1 with respect to Propper Registrable Securities shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all terminate on the fifth anniversary of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1Effective Date.

Request for Registration. At any time and from time to time on or after the date that the Company consummates expiration of a Business Combinationlock-up to which such shares are subject, if any, (i) Stifel Company Investors who hold a majority in interest of the Registrable Securities held by all Company Investors or (ii) the holders of Clarus Investors who hold at least a majority-in-interest majority of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable SecuritiesSecurities held by all Clarus Investors, as the 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 any portion of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees)on Form S-1 or any similar long-form Registration or, if then available, on Form S-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as the case may be (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. The Company will notify all Investors that are holders of Registrable Securities of the demand, and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 2.2.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect effect: (a) more than an aggregate of three one (31) Demand Registration during any six-month period; (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; (c) more than 2 Underwritten Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; providedSecurities held by the Company Investors, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, each of which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all will also count as an Underwritten Takedown of the Company Investors under Section 2.1.5(c)(ii); or (d) more than 2 Underwritten Demand Registrations in respect of all Registrable Securities requested held by the Demanding Holders to be registered on behalf Clarus Investors, each of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with which will also count as an Underwritten Takedown of Clarus Investors under Section 3.12.1.5(c)(iii).

Request for Registration. At Subject to Section 2.4, at any time and from time to time on or after the date that the Company consummates a Business CombinationClosing, either (i) Stifel or Investors holding a majority-in-interest of the Registrable Securities then issued and outstanding and (ii) the holders of Founder Holders holding a majority-in-interest of the Founder SharesSecurities that are Registrable Securities then issued and outstanding (for the avoidance of any doubt, Private Placement Warrants (or underlying securities)throughout this agreement, Working Capital Warrants (or underlying securities) or other such determination is based on the number of Registrable Securities, as the case may be, Securities held by the Investors, officers or directors investors and not the voting rights of the Company or their affiliates, or the transferees of the Investorsthose Registrable Securities,), may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (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. The Company Within thirty (30) days following receipt of any request for a Demand Registration, Pubco will notify all holders of other Investors holding Registrable Securities of the demand, and each holder of Investor holding Registrable Securities who wishes to include all or a portion of such holderInvestor’s Registrable Securities in the Demand Registration (each such holder Investor including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company Pubco within fifteen (15) days after the receipt by the holder Investor of the notice from the CompanyPubco. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company Pubco shall 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; provided. For the avoidance of doubt, however, that each of (ia) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) the holders of a Registration shall not be counted for such purposes unless a Form S-1 or any similar longmajority-form registration statement that may be available at such time (“Form S-1”) has become effective and all in-interest of the Registrable Securities requested held by the Investors, and (b) the Founder Holders, are permitted to exercise two Demand Registrations pursuant to this Section 2.1.1 with respect to their respective 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 had been available to the Demanding Holders 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 be registered on behalf the Registrable Securities pursuant this Section 2.1, or (iii) during any period (not to exceed one hundred eighty (180) days) following the closing of the Demanding 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 3.1offering.

Request for Registration. At Subject to and in accordance with this Agreement, at any time and from time to time on or after the date that the Company consummates a Business CombinationRelease Date, (i) Stifel or (ii) the holders of a majority-in-interest at least 50% of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, Securities held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (a “Demand Registration”"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. The Company will notify all other holders of Registrable Securities and Xxxxxx, Xxxxx Xxxxx, Incorporated (so long as Xxxxxx, Xxxxx Xxxxx, Incorporated shall hold Registrable Securities as defined in the FBW Registration Rights Agreement) of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”"DEMANDING HOLDER") shall so notify the Company in writing within fifteen (15) days after the receipt by the holder of the notice from the Company. An election by Xxxxxx, Xxxxx Xxxxx, Incorporated to become a Demanding Holder hereunder shall be deemed an exercise of its demand right pursuant to the FBW Registration Rights Agreement. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three two (32) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At any time and from time to time on or after one month after the date that Company has filed its first annual report on Form 20-F with the Company consummates a Business CombinationCommission after the Closing (as defined under the Merger Agreement), (i) Stifel or (ii) the holders of a majority-in-interest holding 50% or more of the Founder Shares, Private Placement Warrants outstanding Common Shares underlying the PIPE Registrable Securities (or underlying securities), Working Capital Warrants (or underlying securitieswhich shall not include Common Shares purchasable pursuant to any Warrant unless and until such Warrant is duly exercised) or other Registrable Securities, as the case may be, held by the PIPE Investors, officers or directors of the Company or their affiliates, or the transferees of the PIPE Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other PIPE Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of PIPE Registrable Securities proposed to be sold and the intended method(s) of distribution thereof, to the extent then known. The Company will notify all holders of PIPE Registrable Securities of the demand, and each holder of PIPE Registrable Securities who wishes to include all or a portion of such holder’s PIPE Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationRegistration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their PIPE Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three one (31) Demand Registrations Registration under this Section 2.1.1 in respect of all PIPE Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration . The Company shall not be counted for such purposes unless obligated to Register or qualify PIPE Registrable Securities pursuant to this Section 2.1 if the PIPE Investors may request a Registration on Form S-1 X-0, X-0, or any similar longshort-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders pursuant to be registered on behalf of the Demanding Holders in such Form S-1 applicable PIPE Registration have been sold, in accordance with Section 3.1Rights Agreement.

Request for Registration. At any time and from time to time on or after the date that is thirty (30) days after the Company consummates a an Initial Business Combination, (i) Stifel or (ii) the holders of a majority-in-interest of the Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other any class of Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees Permitted Transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding each such class of Registrable Securities held by Stifel such holders; provided that the estimated market value of Registrable Securities of all classes to be so registered thereunder is at least $500,000 in the aggregate; and its transferees), provided further that any Registration Statement for Unreleased Registrable Securities may not become effective until after such Registrable Securities have become Released Registrable Securities. Any such requested registration shall be referred to as the case may be (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. The Within five (5) Business Days following receipt of any request for a Demand Registration, the Company will notify in writing all holders of Registrable Securities of the class or classes to be registered of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt in writing; provided that such notice shall be received by the holder Company within ten (10) Business Days of the Company’s having sent the applicable notice from to such holder or holders. All such requests shall specify the class and aggregate amount of Registrable Securities to be registered and the intended method of distribution. The Company may include in such registration additional securities of the class or classes of the Registrable Securities to be registered thereunder, including securities to be sold for the Company’s own account or the account of Persons who are not holders of Registrable Securities. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three (3) Demand Registrations under this Section 2.1.1 in respect of all each class of Registrable Securities; provided. In addition, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration the Company shall not be counted required to file a Registration Statement for such purposes unless a Form S-1 or Demand Registration at any similar longtime during the 12-form registration statement that may be available at such time (“Form S-1”) has become month period following the effective and all date of the Registrable Securities requested by the Demanding Holders another Registration Statement filed pursuant to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with this Section 3.12.1.

Request for Registration. At any time and from time to time on or after time, the date that the Company consummates a Business CombinationHolders of Preferred Stock, (i) Stifel or (ii) the holders of a majority-in-interest Conversion Shares, Dividend Shares and/or Warrant Shares representing not less than 25% of the Founder Shares, Private Placement Warrants aggregate number of Registrable Securities (or underlying securities), Working Capital Warrants (or underlying securities) or other any lesser amount if the request relates to all remaining Registrable Securities, as ) (the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, "Demand Party") may make a two written demand requests for registration under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (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 demand for a Demand Registration such request shall specify the number of shares 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 notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include 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(s) method of distribution disposition thereof. The Company will notify all holders , such method of Registrable Securities disposition to be subject to the approval of the demand, and each holder of Registrable Securities who wishes to include all or Company if it is other than a portion of such holder’s Registrable Securities in the Demand Registration firm commitment underwritten public offering (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company which approval shall 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; providedunreasonably withheld). Upon a demand, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.Company will: