Common use of Request for Registration Clause in Contracts

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan 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 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, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable 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, in writing, all holders of Registrable Securities of the demand, with 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 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 provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates completes a Business Combination with respect to Combination, either Sponsor (the Private Units (“Demanding Sponsor”) or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders Holders of at least a majority-in-majority in interest of the then issued and outstanding of Registrable SecuritiesSecurities (such Demanding Sponsor or 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, “Demanding Holders”) may make a written demand, on no more than two occasions, demand for registration Registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold included in such Registration and the intended method(s) of distribution thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with ten (10) within 10 days of the Company’s receipt of such the Demand Registration notify all Holders of the demand, and each holder of Registrable Securities Holder who wishes to include all or a portion of such holderHolder’s Registrable Securities in a Registration pursuant to the Demand Registration (each such holder Holder including shares of Registrable Securities in such registrationRegistration, a “Demanding Holder”) shall so notify the Company within fifteen (15) 10 days after the receipt by the holder Holder of the notice from the Company. Upon receipt by the Company of any such requestwritten notification, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Founder Shares, Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) Warrants and Working Capital Loan Securities (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 Warrants and Working Capital Loan Securities (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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Founder Shares and Private Warrants or Working Capital Loan Securities (or underlying securities or other Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after the date that is (i) the date that after the Company consummates a Business Combination business combination with respect to the Private Units Insider Warrants (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Sharesshares of Common Stock) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesSecurities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of a majority-in-interest of the such Insider Warrants (or underlying shares 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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Insider Warrants (or underlying shares of Common Stock) or other Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) Founder Shares and Working Capital Loan Securities (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 and Working Capital Loan Securities (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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Founder Shares or Working Capital Loan Securities (or underlying securities or other Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Representative Shares, Private Units (or underlying Ordinary Shares), Over-Allotment securities) and Working Capital Units (or underlying Ordinary Sharessecurities) and Working Capital Loan 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 Units (or underlying securities), Working Capital 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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Units (or underlying securities), Working Capital Units (or underlying securities) or other Registrable Securities, 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Sharesshares of Common Stock), Over-Allotment Units (or underlying Ordinary Sharesshares of Common Stock) and Working Capital Loan 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 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, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan 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 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, on no more than two occasions, may make a written demand for registration under the Securities Act Registration of all or part of their Registrable 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, in writing, all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities 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 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, on no more than two occasions, in each case make a written demand for registration under the Securities Act of all or part of their Registrable 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, in writing, all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesCombination, the holders of a majority-in-interest of the such Private Units (or underlying Ordinary Shares), Working Capital Units (or underlying Ordinary 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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Units (or underlying Ordinary Shares), Working Capital Units (or underlying Ordinary Shares) or other Registrable 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, in writing, all holders of Registrable Securities of the demand, with 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Sharesshares of Common Stock), Over-Allotment Units (or underlying Ordinary Sharesshares of Common Stock) and Working Capital Loan 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 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, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two one (21) Demand Registrations Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan 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 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, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Sharessecurities), Over-Allotment Units (or underlying Ordinary Sharessecurities) and Working Capital Loan Securities (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 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, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Sharessecurities), Over-Allotment Units (or underlying Ordinary Sharessecurities) and Working Capital Loan Securities 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 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, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable 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, in writing, all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a its initial Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesCombination, the holders of a majority-in-interest of the 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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (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, in writing, all holders of Registrable Securities of the demand, with within ten (10) days of the Company’s receipt of such the Demand Registration notify, in writing, all other 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 (15) five 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) three Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time 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 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 with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesCombination, the holders of a majority-in-interest of the such Private Units (or underlying Ordinary Shares), Working Capital Units (or underlying Ordinary 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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Units (or underlying Ordinary Shares), Working Capital Units (or underlying Ordinary Shares) or other Registrable 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, in writing, all holders of Registrable Securities of the demand, with 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Sharesshares of Common Stock), Over-Allotment Units (or underlying Ordinary Sharesshares of Common Stock) and Working Capital Loan 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 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, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two one (21) Demand Registrations Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment and Working Capital Loan Units (or and underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date end of the Lock-up Period with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company Investors or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable 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, in writing, all holders of Registrable Securities of the demand, with 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 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 provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities Warrants or (ii) three months prior to the Release Date with respect to all other Registrable Securities, but prior to the five-year anniversary of the effective date of the Company’s Form S-1 Registration Statement (File No. 333-254010) (the “Effective Date”), the holders of a majority-in-interest of the 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 InvestorsInitial Shares, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Warrants or other Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two one (21) Demand Registrations Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Sharesshares of common stock), Over-Allotment Units (or underlying Ordinary Sharesshares of Common Stock) and Working Capital Loan Securities 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 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, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesCombination, the holders of a majority-in-interest of the Founder Shares, Private Shares, 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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Founder Shares, Private Shares, Private Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable 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 notifywill, in writing, all holders of Registrable Securities of the demand, with within ten (10) days of the Company’s receipt of such 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after the expiration of the Lockup Period (i) as such term is defined in the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary SharesTransaction Support Agreement), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of Investors holding at least a majority-in-majority in interest of the then-outstanding number of Registrable Securities, as the case may be, Securities held by the all Investors (such Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, “Initiating Holders”) may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (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, in writing, notify all holders of Registrable Securities of the demand, with 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 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, and provide the information request by the Company to prepare the Registration Statement, within fifteen five (155) days after the receipt by the holder of the notice from the Company. Upon any such requestrequest and provision of such information, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable SecuritiesDemand Registrations initiated by the 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 with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities 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 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, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Sharesshares of Common Stock), Over-Allotment Units (or underlying Ordinary Sharesshares of Common Stock) and Working Capital Loan 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 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, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and ), Working Capital Loan Securities, and Extension Loan 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 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, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable 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, in writing, all holders of Registrable Securities of the demand, with 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 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 provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesCombination, the holders of a majority-in-interest of the then-outstanding number of 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 may make a written demand, on no more than two occasions, demand for registration under the Securities Act Registration of all or part of their Registrable Securities, as which written demand shall describe the case may amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the applicable Release Date with respect to all other Registrable SecuritiesDate, the holders of a majority-in-interest of the such Registrable Securities, on an as-converted Ordinary Shares basis, as have been released from escrow pursuant to the case may be, Escrow Agreement and held by the Investors, officers an Investor or directors of the Company or their affiliates, or the its permitted transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration Registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares and type of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with 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 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 receipt by the Company of any such requestnotice, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesCombination, the holders of a majority-in-interest of the Founder Shares, Private Shares, Private Warrants (or underlying securities), Private Rights (or underlying securities), Working Capital Loan 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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Founder Shares, Private Shares, Private Warrants (or underlying securities), Private Rights (or underlying securities), Working Capital Loan Securities or other Registrable 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 notifywill, in writing, all holders of Registrable Securities of the demand, with within ten (10) days of the Company’s receipt of such 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and (a) In case the Company shall receive from time to time on or after (i) the date Buyer a written request that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan 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 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, on no more than two occasions, for registration register under the Securities Act of all or part of their Registrable 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, in writing, all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a part of the Shares, the Company will, as soon as practicable, use its diligent best efforts to register (including, without limitations, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act and any other governmental requirements or regulations) all or such portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities Shares as are specified in such registrationrequest; provided, a “Demanding Holder”) shall so notify however, that 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 provisions set forth in Section 3.1.1. The Company shall not be obligated to effect take any action to register the Shares pursuant to this Section 3.1 after (i) the Company has filed one such registration pursuant to this subparagraph (a) with the Securities and Exchange Commission (the "Commission") and such registration has been declared or ordered effective or (ii) December 31, 2001. (b) Subject to the foregoing proviso, the Company shall file with the Commission a registration statement covering the Shares requested to be registered as soon as practical, but in any event within ninety days, after receipt of the request of Buyer; provided, however, that if the Company shall furnish to such Buyer a certificate signed by the president of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed at the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have an additional period of not more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securitiesninety days within which to file such registration statement.

Request for Registration. 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 Representative Shares, Private Units (or underlying Ordinary Shares), Over-Allotment securities) and Working Capital Units (or underlying Ordinary Sharessecurities) and Working Capital Loan 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 Units (or underlying securities), Working Capital 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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Units (or underlying securities), Working Capital Units (or underlying securities) or other Registrable Securities, 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 notifywill, in writing, all holders of Registrable Securities of the demand, with within ten (101) days of the Company’s receipt of such 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units Placement Warrants (or underlying Ordinary Shares), Over-Allotment Units Warrants (or underlying Ordinary Shares) and Working Capital Loan 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 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, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable 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, in writing, all holders of Registrable Securities of the demand, with 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 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 provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At Subject to the provisions of subsection 2.1.4 hereof, at any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to Combination, (i) the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders Holders of at least a majority-in-interest of the then issued and outstanding number of Registrable Securities, as or (ii) the case may be, held by the Investors, officers Representative or directors of the Company or their affiliates, or the transferees of the Investorsits permitted designees, may make a written demand, on no more than two occasions, demand for registration Registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares amount and type of Registrable Securities proposed to be sold included in such Registration and the intended method(s) of distribution thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with within ten (10) days of the Company’s receipt of such the Demand Registration notify all Holders of Registrable Securities of the demand, and each holder of Registrable Securities Holder who thereafter wishes to include all or a portion of such holderHolder’s Registrable Securities in a Registration pursuant to the Demand Registration (each such holder including shares Holder that includes all or a portion of such Holder’s Registrable Securities in such registrationRegistration, a “Demanding Holder”) shall so notify the Company Company, in writing, within fifteen (15) days after the receipt by the holder Holder of the notice from the Company. Upon receipt by the Company of any such requestwritten notice, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), shares of Common Stock) and Over-Allotment Units (or underlying Ordinary Sharesshares of Common Stock) and Working Capital Loan 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 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 may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two one (21) Demand Registrations Registration under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. 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 Units (or underlying shares of Ordinary Shares), Over-Allotment Units (or underlying shares of Ordinary Shares) and Working Capital Loan 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 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, on no more than two (2) occasions, for registration under the Securities Act of all or part of their Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units Warrants and Working Capital Loan Warrants (or underlying Ordinary Shares), Over-Allotment Units (or and underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date end of the Lock-up Period with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company Investors or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable 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, in writing, all holders of Registrable Securities of the demand, with 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 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 provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities 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 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, on no more than two occasions, make a written demand for registration under the Securities Act of all or part of their Registrable 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, in writing, all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesCombination, the holders of a majority-in-interest of the such Private Units (or underlying Ordinary Shares), Working Capital Units (or underlying Ordinary Shares) 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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Units (or underlying Ordinary Shares), Working Capital Units (or underlying Ordinary Shares) or other Registrable 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, in writing, all holders of Registrable Securities of the demand, with 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect each of Release Date I as it relates to the Private Units (or underlying 2,500,000 Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) Shares and Working Capital Loan Securities or (ii) three months prior Release Date II as it relates to the Release Date with respect to all other Registrable Warrant Securities, as applicable, the holders of a majority-in-interest of the Registrable 2,500,000 Ordinary Shares or Warrant 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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares and type of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with 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 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 below and the provisions provisos set forth in Section 3.1.13.1.1 below. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations with respect to the 2,500,000 Ordinary Shares and two (2) Demand Registrations with respect to the Warrant Securities under this Section 2.1.1 in 2.1.1. In no event shall a registration statement that has been filed with respect of all Registrable Securitiesto the Warrant Securities be declared effective until the Company has completed its initial business combination.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities 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 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, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after the Effective Time, RGGPLS or GRH (ieach, a “Demand Holder”) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan 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 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, on no more than two occasions, demand for registration (a “Demand Registration”) under the Securities Act of the sale of all or part of their its Registrable Securities, as Securities (the case may be (party making such a “Demand Registration, the “Demanding Stockholder”). 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 thereofthereof and shall cover securities that have an aggregate price to the public of at least $1,000,000. The Company will notify, in writing, all holders of Registrable Securities notify the Stockholders other than the Demanding Stockholder of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities such other Stockholder who wishes to include all or a portion of such holder’s its Registrable Securities in the Demand Registration (each such holder Stockholder including shares of its Registrable Securities in such registration, a “Demanding HolderParticipating Stockholder”) 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 provisions set forth in Section 3.1.1notice. The Company shall not be obligated (A) to effect more than an aggregate of two (2i) four (4) Demand Registrations by RGGPLS or (ii) one (1) Demand Registration by GRH, under this Section 2.1.1 in respect of all Registrable SecuritiesSecurities or (B) to effect any Demand Registration within three months after the effective date of a registration statement relating to any underwritten offering of Common Stock (including any such offering effected pursuant to a Demand Registration hereunder).

Request for Registration. 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 Units (or underlying Ordinary SharesCommon Stock), Over-Allotment Units (or underlying Ordinary SharesCommon Stock) and Working Capital Loan Securities 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 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, on no more than two occasions, make a written demand for registration under the Securities Act of all or part of their Registrable 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, in writing, all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary SharesCommon Stock), Over-Allotment Units (or underlying Ordinary SharesCommon Stock) and Working Capital Loan Securities 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 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, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares stock of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with 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 Registrable Securities in the Demand Registration (each such holder including shares stock 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Founder Shares, Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) Warrants and Working Capital Loan Securities (or (ii) three months prior to the Release Date with respect to all other Registrable Securitiesunderlying securities), the holders of a majority-in-interest of the such Founder Shares, Private Warrants and Working Capital Loan Securities (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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Founder Shares and Private Warrants or Working Capital Loan Securities (or underlying securities or other Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesCombination, the holders of a majority-in-interest of the Founder Shares, Private Shares, Private Rights (or underlying securities), Working Capital Loan 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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Founder Shares, Private Shares, Private Rights (or underlying securities), Working Capital Loan Securities or other Registrable 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 notifywill, in writing, all holders of Registrable Securities of the demand, with within ten (10) days of the Company’s receipt of such 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after the date that is (i) the date that after the Company consummates a Business Combination an acquisition with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units Insider Securities (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesSecurities (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 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 transferee(s) of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Sharessecurities), Over-Allotment Units (or underlying Ordinary Sharessecurities) and Working Capital Loan 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 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, on no more than two three occasions, for registration under the Securities Act of all or part of their Registrable 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, in writing, all holders of Registrable Securities of the demand, with 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 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 provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At With respect to the Investor Shares, at any time commencing three (3) months prior to, and from time to time on or after (i) the date that the Company consummates a Business Combination Release Date, and with respect to the Private Units (Warrants and Private Warrant Shares, on or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to after the Release Date with respect to all other Registrable Securitiesdate the Private Warrants become eligible for resale, the holders of a majority-in-interest of the Registrable Securities, as the case may beon an as-converted to Common Stock basis, held by the Investors, officers or directors of the Company or their affiliates, Investors or the permitted transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (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, in writing, notify all holders of Registrable Securities of the demand, with 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 '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. 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 provisions provisos set forth in Section 3.1.13.1. 1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesCombination, the holders of a majority-in-interest of the Founder Shares, Private Warrants (or underlying securities), Representative Shares, 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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Founder Shares, Private Warrants (or underlying securities), Representative Shares, Working Capital Warrants (or underlying securities) or other Registrable 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 notifywill, in writing, all holders of Registrable Securities of the demand, with within ten (101) days of the Company’s receipt of such 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) Sponsors’ Shares and Working Capital Loan Securities Shares or (ii) three months prior to the initial Release Date with respect to all other Registrable SecuritiesSecurities of the Original Investors, the holders of a majority-in-interest of the such Sponsors’ 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, on no more than two occasions, demand for registration Registration under the Securities Act of all or part any portion of their Sponsors’ Shares or other Registrable SecuritiesSecurities 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, in writing, notify all Original Investors that are holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 2.2.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (ia) the date that the Company consummates a Business Combination with respect to the Private Units Loan Securities (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Sharessecurities) and Working Capital Loan Securities or (iib) the date three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two three occasions, and the holders of a majority-in-interest of the Loan Securities, may make a written demand, on no more than one occasion, for registration under the Securities Act of all or part of their Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after four (i4) months following the date that consummation of the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesClosing, the holders of a majority-in-interest of the 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 Outstanding may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their the Registrable Securities, as the case may be Securities held by such holders (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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 receiving the written request for a Demand Registration under this Section 2.1.1, the Company shall use commercially reasonable efforts to file the initial draft of the Registration Statement with respect to such Demand Registration with the Commission no later than two (2) months following the date on which it receives the written request for such Demand Registration. 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At Subject to and in accordance with this Agreement, 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesDate, the holders of a majority-in-interest at least 50% of the Registrable Securities, as the case may be, Securities then 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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand RegistrationDEMAND 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, in writing, notify all other holders of Registrable Securities (so long as any UPO Holder shall hold Registrable Securities as defined in the UPO Registration Rights Agreement) of the demand, with 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 Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding HolderDEMANDING 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 any UPO Holder to become a Demanding Holder hereunder shall be deemed an exercise of its demand right pursuant to the UPO 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units Warrants (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Sharesshares of Common Stock) and Working Capital Loan 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 Private Warrants (or underlying shares 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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Warrants (or underlying shares of Common Stock) or other Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities Warrants or (ii) three months prior to the Release Date with respect to all other Registrable Securities, but prior to the five-year anniversary of the effective date of the Company’s Form S-1 Registration Statement (File No. 333-236466) (the “Effective Date”), the holders of a majority-in-interest of the 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 InvestorsInitial Shares, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Warrants or other Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates completes a Business Combination with respect to Combination, (i) Sponsor (the Private Units (or underlying Ordinary Shares“Demanding Sponsor”), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to Cowen and Intrepid (the Release Date with respect to all other Registrable Securities, “Demanding CI”) or (iii) the holders Holders of at least a majority-in-interest of the then issued and outstanding of Registrable SecuritiesSecurities (such Demanding Sponsor, Demanding CI or 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, “Demanding Holders”) may make a written demand, on no more than two occasions, demand for registration Registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold included in such Registration and the intended method(s) of distribution thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with ten (10) within 10 days of the Company’s receipt of such the Demand Registration notify all Holders of the demand, and each holder of Registrable Securities Holder who wishes to include all or a portion of such holderHolder’s Registrable Securities in a Registration pursuant to the Demand Registration (each such holder Holder including shares of Registrable Securities in such registrationRegistration, a “Demanding Holder”) shall so notify the Company within fifteen (15) 10 days after the receipt by the holder Holder of the notice from the Company. Upon receipt by the Company of any such requestwritten notification, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Founder Warrant Release Date with respect to all other Registrable Securitiesor the Initial Shares Release Date, as applicable, the holders of a majority-in-interest of the such Registrable Securities, 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, have been released from escrow may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect each of Release Date I as it relates to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) 1,562,500 shares of Common Stock and Working Capital Loan Securities or (ii) three months prior Release Date II as it relates to the Release Date with respect to all other Registrable Warrant Securities, as applicable, the holders of a majority-in-interest of the Registrable 1,562,500 shares of Common Stock or Warrant 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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares and type of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with demand within ten (10) days from the receipt of the Company’s receipt of such 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations with respect to the 1,562,500 shares of Common Stock and two (2) Demand Registrations with respect to the Warrant Securities under this Section 2.1.1 in respect of all Registrable Securities. In no event shall a registration statement that has been filed with respect to the Warrant Securities be declared effective until the Company has completed its initial Business Combination.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities Warrants or (ii) three months prior to the Release Date with respect to all other Registrable Securities, but prior to the five-year anniversary of the effective date of the Company’s Form S-1 Registration Statement (File No. 333—251112) (the “Effective Date”), (a) with respect to clause (i) the holders of a majority of the Private Warrants and (b) with respect to clause (ii) the holders of a majority-in-interest of the 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 InvestorsInitial Shares, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Warrants or other Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Sharesshares of Common Stock), Over-Allotment Units (or underlying Ordinary Sharesshares of Common Stock) and Working Capital Loan 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 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, on no more than two (2) occasions, for registration under the Securities Act of all or part of their Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) Warrants and Working Capital Loan Securities Warrants, or (ii) three (3) 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 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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Founder Shares, Private Warrants, Working Capital Warrants or other Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesCombination, the holders of a majority-in-interest of the Founder Shares, Private Units (or underlying securities), Working Capital Loan Securities (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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Founder Shares, Private Units (or underlying securities), Working Capital Loan Securities (or underlying securities), or other Registrable 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 notifywill, in writing, all holders of Registrable Securities of the demand, with within ten (10) days of the Company’s receipt of such 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At If at any time and the Company shall receive a written request (specifying that it is being made pursuant to this paragraph 2) from the Holders holding more than ten percent (10%) of the Registrable Securities held by all Holders at that time to time on or after (i) the date outstanding that the Company consummates file a Business Combination registration statement or similar document under the Act, covering the registration of Registrable Securities with respect to a market value of not less than $1,000,000, then the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to Company shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities, Securities that Holders have requested by so registered to be registered under the holders Act. The Company shall be obligated to effect two (2) registrations per calendar year pursuant to this paragraph 2 (other than on Form S-3). At the option of a majority-in-interest of the Registrable Securitiesselling 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, on no more than two occasions, for any registration under the Securities Act this paragraph 2 must be for an underwriter or underwriters of all or part of their Registrable 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 recognized national standing reasonably acceptable to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with 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 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 requestNotwithstanding the foregoing, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under cause a registration statement to be filed and declared effective pursuant to this Section 2.1.1 2, or if the registration statement is effective, the Company may request the Holders not to (and upon such request the Holders hereby agree not to) make any sales pursuant thereto, for up to two periods of ninety (90) days each, there being not less than 90 days between any two such periods, as the Company shall specify, provided that the Company shall furnish to each such Holder a certificate signed by the President, the Chief Executive Officer or a Vice President or a Vice Chairman of the Company stating that in respect the good faith judgment of all Registrable Securitiesthe Company it would be detrimental to the Company or its shareholders for a registration statement to be filed or for sales to occur under an effective registration statement.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities Securities, or (ii) three months prior to the Release Date with respect to all other Registrable Securities, (a) the holders of a majority-in-interest of the 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, on no more than two occasions, or (b) Scienjoy Inc. may, on no more than one occasion, in each case make a written demand for registration under the Securities Act of all or part of their Registrable 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, in writing, all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date end of the Lock-up Period with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company Investors or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable 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, in writing, all holders of Registrable Securities of the demand, with 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 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 provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securitiesof this Agreement, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company Investors or their affiliates, or the permitted transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their the Registrable 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, in writing, within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Notwithstanding the foregoing, the Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under any such registration pursuant to this Section 2.1.1 in respect 2.1 if the holders of all the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $1,000,000.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesDate, the holders of a majority-in-interest (determined on a fully diluted basis, i.e., assuming the exercise of all Warrants that are Registrable Securities (including Warrants forming a part of Units)) (the “Majority-in-Interest”) of the 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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to Combination, (i) the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities C▇▇▇▇ Investor 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 Private Units (or underlying Ordinary Shares), Working Capital Units (or underlying Ordinary 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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Units (or underlying Ordinary Shares), Working Capital Units (or underlying Ordinary Shares) or other Registrable 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, in writing, all holders of Registrable Securities of the demand, with 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities (not counting any Demand Registration initiated solely by the C▇▇▇▇ Investor); provided such limitation shall not apply to a Demand Registration initiated by the C▇▇▇▇ Investor, which Investor shall be limited to initiating one Demand Registration pursuant to Section 3.5. Notwithstanding anything to the contrary contained in this Agreement, no Registration shall be effected or permitted and no Registration Statement shall become effective, with respect to any Initial Shares held by any holder of Registrable Securities, until after the expiration of the lock-up applicable to such Initial Shares described in the registration statement relating to the Company’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 with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities Warrants or (ii) three months prior to the Release Date with respect to all other Registrable Securities, but prior to the five-year anniversary of the effective date of the Company’s Form S-1 Registration Statement (File No. 333-_______) (the “Effective Date”), the holders of a majority-in-interest of the 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 InvestorsInitial Shares, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Warrants or other Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two one (21) Demand Registrations Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesDate, the holders Holders of a majority-in-interest interest, on an as-converted to Ordinary Share basis, of the such 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 may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable SecuritiesSecurities (each such demand, as the case may be (a “Demand Registration”); provided that any Registration Statement filed with the Commission with respect to a Demand Registration shall not be declared effective before the Release Date and provided, further, that the holders of the Registrable Securities propose to sell Registrable Securities at an aggregate price to the public of at least $500,000. Any demand for a Demand Registration shall specify the class and number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, promptly notify all holders of Registrable Securities Holders of the demand, with ten (10) days of the Company’s receipt of such demandDemand Registration, and each holder of Registrable Securities Holder who wishes to include all or a portion of such holderHolder’s Registrable Securities in the Demand Registration (each such holder Holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company in writing within fifteen (15) 10 days after the receipt by the holder Holder of the notice from the Company. Upon receipt by the Company of any such requestnotice, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 Sections 2.1(d) and the provisions set forth in Section 3.1.12.1(f). The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable SecuritiesSecurities under this Section 2.1(a).

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities Warrants or (ii) three months prior to the Release Date with respect to all other Registrable Securities, but prior to the five-year anniversary of the effective date of the Company’s Form S-1 Registration Statement (File No. 333-256578) (the “Effective Date”), the holders of a majority-in-interest of the 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 InvestorsInitial Shares, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Warrants or other Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities Warrants or (ii) three months prior to the Release Date with respect to all other Registrable Securities, but prior to the five-year anniversary of the effective date of the Company’s Form S-1 Registration Statement (File No. 333-251048) (the “Effective Date”), the holders of a majority-in-interest of the 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 InvestorsInitial Shares, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Warrants or other Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Sharesshares of Common Stock), Over-Allotment Units (or underlying Ordinary Sharesshares of Common Stock) and Working Capital Loan 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 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, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable 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, in writing, all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units Placement Warrants (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan 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 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, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable 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, in writing, all holders of Registrable Securities of the demand, with 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 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 provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after the date that is (i) the date that after the Company consummates a Business Combination business combination with respect to the Private Units Insider Securities (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary SharesCommon Stock) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesSecurities (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 Insider Securities or other Registrable Securities, as the case may be, held by the Investors, officers Investor or directors the transferee(s) of the Company or their affiliates, or the transferees of the InvestorsInvestor, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities Warrants or (ii) three months prior to the Release Date with respect to all other Registrable Securities, but prior to the five-year anniversary of the effective date of the Company’s Form S-1 Registration Statement (File No. 333-[●]) (the “Effective Date”), the holders of a majority-in-interest of the 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 InvestorsInitial Shares, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Warrants or other Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two one (21) Demand Registrations Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Sharesshares of Common Stock), Over-Allotment Units (or underlying Ordinary Sharesshares of Common Stock) and Working Capital Loan Securities or (ii) three (3) months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two (2) occasions, for registration under the Securities Act of all or part of their Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At Subject to the provisions of subsection 2.1.4 and subsection 3.1.1 hereof, at any time and from time to time on or after (i) the date that the Company consummates a the Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months but prior to the Release Date with respect to all other Registrable Securitiesfive-year anniversary of the effective date of the Company’s Form S-1 Registration Statement (File No. 333-269932) (the “Effective Date”), (a) the holders of a majority of the Warrants, (b) the holders of a majority of the Rights and (c) the holders of a majority-in-interest of the 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 InvestorsInitial Shares and Private Shares, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their the Private Warrants, Private Rights or other Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares)time, Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months but not prior to three (3) months following any underwritten public offering by the Company, and, except for registrations effected pursuant to Section 2.3, not earlier than the Release Date with respect to all other Registrable SecuritiesDate, the holders of a majority-in-interest of the 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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “"Demand Registration”"); provided, however, that during the period ending December 31, 2008, no such demand shall be made except with the prior written consent of holders of Registrable Securities owing 80% of the then outstanding Registrable Securities. 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. Each Demand Registration, other than one effected pursuant to Section 2.3, shall be subject to an aggregate price threshold of not less than $10,000,000. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with 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 '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 thirty (1530) 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable SecuritiesSecurities other than those effected pursuant to Section 2.3.

Request for Registration. At any time and from time to time on or after the date that is (i) in the date that case of the Insider Warrants (or underlying Common Stock), after the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities Transaction or (ii) in the case of the Initial Shares, three months prior to the Release Date with respect to all other Registrable SecuritiesDate, the holders of a majority-in-interest of the such Insider Warrants (or underlying Common Stock), 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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Insider Warrants (or underlying Common Stock), Initial Shares or other Registrable Securities, as the case may be (a “Demand Registration”). 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities Warrants or (ii) three months prior to the Release Date with respect to all other Registrable Securities, but prior to the five-year anniversary of the effective date of the Company’s Form S-1 Registration Statement (File No. 333-[•]) (the “Effective Date”), the holders of a majority-in-interest of the 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 InvestorsInitial Shares, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Warrants or other Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after the date that is (i) the date that after the Company consummates a Business Combination business combination with respect to the Private Units Insider Securities (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Sharessecurities) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesSecurities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of a majority-in-interest of the such Insider Securities (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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Insider Securities (or underlying securities) or other Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after the date that is (i) in the date that case of the Company consummates a Business Combination with respect to the Private Units Insider Warrants (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities after the Company consummates a Business Transaction or (ii) in the case of the Initial Shares, three months prior to the Release Date with respect Date, but prior to all other Registrable Securitiesthe date that is five years from the effective date of the Company’s initial public offering, the holders of a majority-in-interest of the such Insider Warrants (or underlying Ordinary Shares), 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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Insider Warrants (or underlying Ordinary Shares), Initial Shares or other Registrable Securities, as the case may be (a “Demand Registration”). 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Sharesshares of Common Stock and warrants) and Working Capital Loan 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 Private Units (or underlying shares 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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Units (or underlying shares of common stock) or other Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that expiration of a Lock-Up to which the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares)relevant Registrable Securities are subject, Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest at least 15% of the then outstanding number of Registrable Securities, as Securities (the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, “Initial Demanding Holders”) may make a written demand, on no more than two occasions, demand for registration Registration under the Securities Act of all or part at least 15% of their the then outstanding number of Registrable Securities, on Form F-1 or any similar long-form registration statement (“Form F-1”) 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, in writing, notify all Investors that are holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such 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” and collectively, the “Demanding Holders”) shall so notify the Company within fifteen (15) 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Sharesshares of common stock), Over-Allotment Units (or underlying Ordinary Sharesshares of Common Stock) and Working Capital Loan 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 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, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities Warrants or (ii) three months prior to the Release Date with respect to all other Registrable Securities, but prior to the five-year anniversary of the effective date of the Company’s Form S-1 Registration Statement (File No. 333-258284) (the “Effective Date”), the holders of a majority-in-interest of the 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 InvestorsInitial Shares, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Warrants or other Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two one (21) Demand Registrations Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesCombination, the holders of a majority-in-interest of the such Founder Shares, Private Units (or underlying securities), Working Capital 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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Founder Shares, Private Units (or underlying securities), Working Capital Units (or underlying securities) or other Registrable 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 notifywill, in writing, all holders of Registrable Securities of the demand, with within ten (10) days of the Company’s receipt of such 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after the Effective Time (as defined in the Reorganization Agreement), each of (i) the date that holders of a majority of the Company consummates Registrable Securities held by Yucaipa and its Affiliates and transferees of any of the foregoing, as a Business Combination with respect to group (the Private Units (or underlying Ordinary Shares"Yucaipa Group"), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest majority of the Registrable SecuritiesSecurities held by Jeffrey P. Smith, Richard D. Smith and Fred L. Smith or members of their respective families, or any trust of which any of the foregoing are beneficiaries, as a group (the case "Smith Group"), may be, held by the Investors, officers or directors make two 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, on no more than two occasions, 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 Registrable Securities, as the case may be Securities (a “"Demand Registration”") by giving written notice to the Company of such demand (a "Demand Notice"). Any demand for a , provided that the Company shall be required to effect only one Demand Registration shall during any six-month period. Each such Demand Notice will specify the number of shares of Registrable Securities proposed to be sold pursuant to such Demand Registration and will also specify the intended method(s) method of distribution disposition thereof. The Company will notifyPromptly after receipt of any Demand Notice, but in writing, all holders of Registrable Securities of the demand, with ten (10) no event later than 60 days of the Company’s after receipt of such demandDemand Notice, 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 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 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 provisions 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 with respect to any group of two Holders requesting a Demand Registration within any 365-day period. If the Company does elect to defer any such Demand Registration, the Holders requesting such Demand Registration may, at their election by written notice to the Company, (2i) confirm their request to proceed with such Demand Registrations under Registration upon the expiration of the Deferral Period or (ii) withdraw their request for such Demand Registration in which case no such request for a Demand Registration shall be deemed to have occurred for purposes of this Agreement. The Company shall give written notice of any Demand Notice by any Holder, which request complies with this Section 2.1.1 2.1(a), within 5 days after the receipt thereof, to each Holder who did not initially join in respect such request. Within 10 days after receipt of all such notice, any such Holder may request in writing that its Registrable Securities.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

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities Warrants or (ii) three months prior to the Release Date with respect to all other Registrable Securities, but prior to the five-year anniversary of the effective date of the Company’s Form S-1 Registration Statement (File No. 333-236977) (the “Effective Date”), the holders of a majority-in-interest of the 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 InvestorsInitial Shares, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Warrants or other Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two one (21) Demand Registrations Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after the date that is (i) the date that after the Company consummates a Business Combination business combination with respect to the Private Units Placement Warrants (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Sharesshares of Common Stock) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesSecurities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of a majority-in-interest of the such Private Placement Warrants (or underlying shares 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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Placement Warrants (or underlying shares of Common Stock) or other Registrable 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, in writing, promptly notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Working Capital Units (or underlying Ordinary Shares) and Working Capital Loan Securities or Backstop Shares, (ii) upon release of the Earnout Shares or (iiiii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the such 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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time following the earlier to time on or after occur of ------------------------ (i) the date that closing of the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities Financing Transaction or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesNovember 30, 2002, the holders of a majority-in-interest of the 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 may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “"Demand Registration”"), provided that in no event shall there be any sale of Registrable Securities for which a Demand Registration was requested prior to January 1, 2001. 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, in writing, notify all holders of Registrable Securities of the demand, with 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 '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(d) and the provisions provisos set forth in Section 3.1.13.1(a). The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities2.2(a).

Request for Registration. 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 Units hereof, any Major Holder (or underlying Ordinary Shares)group of Major Holders)(each, Over-Allotment Units (or underlying Ordinary Sharesa “Demand Holder”) and Working Capital Loan 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 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, on no more than two occasions, demand for registration (a “Demand Registration”) under the Securities Act of the sale of all or part of their its Registrable Securities, as Securities (the case may be (party or group making such a “Demand Registration, the “Demanding Holder”). Any demand for a Demand Registration shall specify the number of shares (or other amount) and type of Registrable Securities proposed to be sold and the intended method(s) of distribution thereofthereof and shall cover securities that have an estimated aggregate price to the public of at least $1,000,000 (such written demand, the “Demand Notice”). The Company will notify, in writing, all holders of Registrable Securities notify the Holders other than the Demanding Holder of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities such other Holder who wishes to include all or a portion of such holder’s its Registrable Securities in the Demand Registration (each such holder Holder including shares of its Registrable Securities in such registration, a “Demanding Participating 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 provisions set forth in Section 3.1.1notice. The Company shall not be obligated (A) to effect more than an aggregate of two (2i) four (4) Demand Registrations by the Major Holders, under this Section 2.1.1 in respect of all Registrable SecuritiesSecurities or (B) to effect any Demand Registration within three months after the effective date of a registration statement relating to any underwritten offering of Common Stock (including any such offering effected pursuant to a Demand Registration hereunder).

Request for Registration. At any time and from time to time on or after (i) the date that which is six (6) months after the Company consummates consummation of a Business Combination with respect to (as such term is defined in the Private Units (or underlying Ordinary SharesRegistration Statement), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan 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 Registrable Securities, as the case may be, Securities held by the Investors, officers or directors of the Company or their affiliates, Investors or the permitted transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (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, in writing, notify all holders of Registrable Securities of the demand, with 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 '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 to Section 2.1.4 2.1. 4 and the provisions provisos set forth in Section 3.1.13.1. 1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. (a) At any time and from time to time time, no more than twice, on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesCombination, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Private Units or the transferees shares of Common Stock underlying the Investors, Working Capital Units may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Units (or underlying shares of Common Stock), Working Capital Units (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). . (b) At any time, no more than twice, commencing three months prior to the Release Date with respect to the Initial Shares, the holders of a majority-in-interest of such Initial Shares may make a written demand for a Demand Registration. (c) 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities. (d) Notwithstanding Subsections 2.1.1(a) and (b) to the contrary, EarlyBirdCapital, Inc. may only exercise its right to a Demand Registration on one occasion.

Request for Registration. At any time and from time to time on or after the date that is (i) the date that after the Company consummates a Business Combination business combination with respect to the Private Insider Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary SharesShares and/or warrants) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesSecurities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of a majority-in-interest of the such Insider Units (or underlying Ordinary Shares and/or warrants) 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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Insider Units (or underlying Ordinary Shares and/or warrants) or other Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesCombination, the holders of at least a majority-in-interest of the such Founder Shares, Private Securities (or underlying securities), Working Capital Securities (or underlying securities), Extension Loan Securities (and 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, on no more than two occasions, demand for registration under the Securities Act of all or part of their Founder Shares, Private Securities (or underlying securities), Working Capital Securities (or underlying securities), Extension Loan Securities (and underlying securities) or other Registrable 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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect each of Release Date I as it relates to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) 6,250,000 shares of Common Stock and Working Capital Loan Securities or (ii) three months prior Release Date II as it relates to the Release Date with respect to all other Registrable Warrant Securities, as applicable, the holders of a majority-in-interest of the Registrable 6,250,000 shares of Common Stock or the 6,125,000 Warrant Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investor or the transferees of the InvestorsInvestor, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares and type of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with demand within ten (10) days from the receipt of the Company’s receipt of such 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations with respect to the 6,250,000 shares of Common Stock and two (2) Demand Registrations with respect to the Warrant Securities under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Founder Warrant Release Date with respect to all other Registrable Securitiesor the Initial Shares Release Date, as applicable, the holders of a majority-in-interest of the such Registrable Securities, 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, have been released from escrow may make a up to three written demand, on no more than two occasions, demands for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (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, in writing, notify all holders of Registrable Securities of the demand, with 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 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 provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. 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 Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest expiration of the Lock-Up Period, one or more Investor(s) who hold Registrable Securities, as the case may be, held by the Investors, officers or directors Securities with an aggregate estimated market value of the Company or their affiliates, or the transferees of the Investors, at least $75 million may make a written demand, on no more than two occasions, demand for registration Registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form S-1 or any similar long-form Registration or, 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 and type of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notifywill, in writingwithin ten (10) calendar days of the Company’s receipt of the Demand Registration, notify all Investors that are holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities such Investor 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 five (155) calendar 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 2.2.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect effect: (a) more than an aggregate of two one (21) Demand Registrations under this Section 2.1.1 in respect of Registration during any six-month period; provided, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form Registration or, if then available, Form S-3 has become effective; or (b) any Demand Registration at any time if there is an effective Resale Shelf Registration Statement covering all Registrable SecuritiesSecurities on file with the Commission pursuant to Section 2.1.