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 Representative Shares, Private Securities (or underlying securities) and Working Capital 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 such Founder Shares, Representative Shares, Private Securities (or underlying securities), Working Capital 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 for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities (or underlying securities), Working Capital 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Representative Shares, Private Securities Insider Warrants (or underlying securities) and Working Capital Securities (or underlying securitiesshares of Common Stock) 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 such Founder Shares, Representative Shares, Private Securities Insider Warrants (or underlying securities), Working Capital Securities (or underlying securitiesshares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Insider Warrants (or underlying securities), Working Capital Securities (or underlying securitiesshares 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities (or underlying securities) and Working Capital 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 such Founder Shares, Representative Shares, Private Securities (or underlying securities), Working Capital 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 for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities (or underlying securities), Working Capital 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities (or underlying securities) and Working Capital Securities (or underlying securities) or (ii) is three months prior to the Release Date with respect to the Founder Shares or (ii) the date that the Company consummates a Business Combination with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Units (or underlying securities), Working Capital Securities Warrants (or underlying securitiesCommon Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Units (or underlying securities), Working Capital Securities Warrants (or underlying securitiesCommon 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 will, within ten (10) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities (or underlying securities) and Working Capital Securities (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesAnnouncement Date, the holders of a majorityMajority-in-interest of such Founder Shares, Representative Shares, Private Securities (or underlying securities), Working Capital Securities (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company Investors or their affiliatestransferees, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of the Private Placement Warrants and Private Placement Warrant Shares (the “First Demand Registration”); provided, however, such Demand Registration shall not be declared effective by the Commission until after the First Release Date. At any time and from time to time on or after the Second Release Date, the holders of a Majority-in-interest held by the Investors or their Founder Sharestransferees, Representative Shares, Private may make a written demand for registration under the Securities Act of all or part of the Registrable Securities (or underlying securities)the “Second Demand Registration” and together with the First Demand Registration, Working Capital 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 Securities, as applicable, proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demandDemand Registration, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of (i) one (1) Demand Registration prior to the First Release Date and (ii) not more than two (2) Demand Registrations prior to the Second Release Date under this Section 2.1.1 in respect of all Registrable Securities.

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 Securities (or underlying securities) and Working Capital Securities (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Date, any holder of Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities (or underlying securities), Working Capital 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 for registration (a “Demand”) under the Securities Act of all or part of their Founder Shares, Representative Shares, Private its Registrable Securities (or underlying securities), Working Capital Securities (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Each Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) methods of distribution thereof. The Company will notify promptly give written notice to all holders of Registrable Securities of the demand, and each such Demand. Each other holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the such Demand Registration (each such other holder including shares of who wishes to include Registrable Securities in such registrationDemand Registration, together with the holder who makes such Demand, a “Demanding Holder”) shall so notify must give written notice to that effect to the Company within fifteen (15) days after the receipt by the such holder of the such notice from the Company. Upon any Such notice from such request, other holder must specify the number of Registrable Securities proposed to be sold by such other holder and the intended methods of distribution thereof. The Demanding Holders shall be entitled to have their the Registrable Securities (covered by such Demand and their notices) included in the such Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect effect, under this Section 2.1.1 in respect of Registrable Securities, (a) any Demand Registration unless (i) the Demanding Holders propose to sell an aggregate of at least (x) $5,000,000 of Registrable Securities (based on the closing price of common equity securities of the Company in the principal trading market therefor on a date specified in such Demand within thirty (30) days prior to the date of such Demand) or (y) 1% of the then outstanding securities of the Company and (ii) at least 20% of the Registrable Securities are covered by such Demand and notices or (b) more than (x) one Demand Registration during any consecutive nine (9) month period or (y) an aggregate of two (2) Demand Registrations under Registrations. The Company may include in any Demand Registration additional Equity Interests for sale for its own account or for the account of any other Person who has been granted piggyback registration rights. If the Company receives conflicting instructions, notices or elections from two (2) or more Persons with respect to the same Registrable Securities, then the Company may act upon the basis of the instructions, notice or election received from the registered owner of such Registrable Securities. No holder of Registrable Securities may make a Demand pursuant to this Section 2.1.1 in respect 2.1 at any time after the seventh (7th) anniversary of all Registrable Securitiesthe Release 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 Representative Shares, Private Securities Units (or underlying securitiesshares of Common Stock), $15 Exercise Price Sponsor Warrants (or underlying shares of Common Stock) and Working Capital Securities Units (or underlying securitiesshares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Units (or underlying securitiesshares of Common Stock), Working Capital Securities $15 Exercise Price Sponsor Warrants (or underlying securitiesshares of Common Stock) and Working Capital Units (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 Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Units (or underlying securitiesshares of Common Stock), $15 Exercise Price Sponsor Warrants (or underlying shares of Common Stock), Working Capital Securities Units (or underlying securitiesshares 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities Warrants (or any underlying securities), Over-Allotment Warrants (or any underlying securities), Working Capital Warrants (or any underlying securities) and Working Capital Representative 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 such Founder Shares, Representative Shares, Private Securities (or underlying securities), Working Capital Securities (or underlying securities) or other 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 demand, on no more than two occasions, for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities (or underlying securities), Working Capital 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities Founders’ Warrants (or underlying securitiesshares of Common Stock) and Working Capital Securities Warrants (or underlying securitiesshares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Founders’ Warrants (or underlying securitiesshares of Common Stock), Working Capital Securities Warrants (or underlying securitiesshares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Founders’ Warrants (or underlying securitiesshares of Common Stock), Working Capital Securities Warrants (or underlying securitiesshares 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 within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities Units (or underlying securitiesOrdinary Shares), Commission Units (or underlying Ordinary Shares) and Working Capital Securities Units (or underlying securitiesOrdinary 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 such Founder Shares, Representative Shares, Private Securities Units (or underlying securitiesOrdinary Shares), Commission Units (or underlying Ordinary Shares), Working Capital Securities Units (or underlying securitiesOrdinary Shares) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Units (or underlying securitiesOrdinary Shares), Commission Units (or underlying Ordinary Shares), Working Capital Securities Units (or underlying securitiesOrdinary 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative SharesPrivate Units (or underlying securities), Private Securities Warrants (or underlying securities), Working Capital Units (or underlying securities) and Working Capital Securities Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative SharesPrivate Units (or underlying securities), Private Securities Warrants (or underlying securities), Working Capital Securities Units (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative SharesPrivate Units (or underlying securities), Private Securities Warrants (or underlying securities), Working Capital Securities Units (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 notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities (or underlying securities) and Working Capital Securities (or underlying 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 such the Founder Shares, Representative Private Shares, Private Securities Rights (or underlying securities), Private Warrants (or underlying securities), Working Capital Securities Warrants (or underlying securities) ), the Representative’s Shares, or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Private Shares, Private Securities Warrants (or underlying securities), Private Rights (or underlying securities), the Representative’s Shares, Working Capital Securities 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 will, within ten (10) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company Company, in writing, within fifteen three (153) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities Units (or underlying securities) and Working Capital Securities Units (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Units (or underlying securities), Working Capital Securities Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Units (or underlying securities), Working Capital Securities 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 within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities (or underlying securities) and Working Capital Securities (or underlying securities) Shares 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 IPO Registration Statement (the “Effective Date”) with respect to the Placement Warrants, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Placement Shares, Placement Warrants (or underlying securitiesshares of Common Stock), Working Capital Securities Placement Rights (or underlying securitiesshares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration Registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Placement Shares, Placement Warrants (or underlying securitiesshares of Common Stock), Working Capital Securities Placement Rights (or underlying securitiesshares 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 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 registrationRegistration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities (or underlying securities) and Working Capital Securities (or underlying securities) or (ii) three months prior to the First Release Date with respect to all other Registrable SecuritiesDate, the holders of a majority-in-majority in interest of such Founder the Unit Shares, Representative Sharesthe Warrants and the Warrant Shares collectively, Private Securities (or underlying securities), Working Capital 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 for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Registrable Securities (a "Demand Registration"). At any time and from time to time on or underlying securities)after the Second Release Date, Working Capital Securities (the holders of a majority in interest of the Initial Investor Shares may request a Demand Registration for all or underlying securities) or other 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 all holders of Registrable Securities of the demanda requested Demand Registration, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “"Demanding Holder”") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.13.1. 1. The Company shall not be obligated to effect more than an aggregate of on (1) Demand Registration at the request of the holders of the Unit Shares, the Warrants and the Warrant Shares, collectively two (2) Demand Registrations at the request of the holders of the Initial Investor Shares, in each case, under this Section 2.1.1 in respect of all Registrable Securities.2.1.1

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Representative Shares, Private Securities Units (or underlying securities) and Working Capital Securities Loan Units (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Units (or underlying securities), Working Capital Securities Loan Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Units (or underlying securities), Working Capital Securities Loan 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 within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities Units (or underlying securities) and Working Capital Securities Units (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Units (or underlying securities), Working Capital Securities Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Units (or underlying securities), Working Capital Securities 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities (or underlying securities) and Working Capital Securities (or underlying 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 such the Founder Shares, Representative Private Shares, Private Securities Rights (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 for registration under the Securities Act of all or part of their Founder Shares, Representative Private Shares, Private Securities Rights (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 will, within ten (10) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company Company, in writing, within fifteen three (153) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities (or underlying securities) and Working Capital Securities (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities(i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Shares, the holders of a majority-in-interest of such Founder the (a) Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (b) Insider Shares, Representative Shares, Private Securities (or underlying securities), Working Capital 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 each make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private such Registrable Securities (or underlying securities), Working Capital 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 type and number of shares of such Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days after of the receipt by the holder of the such notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two one (21) Demand Registrations Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares under this Section 2.1.1 in respect of all Registrable Securities2.1.1.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Representative Shares, Private Securities Warrants (or underlying securities) and Working Capital Securities Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Warrants (or underlying securities), Working Capital Securities Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Warrants (or underlying securities), Working Capital Securities 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 notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities Warrants (or underlying securities) and Working Capital Securities Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Warrants (or underlying securities), Working Capital Securities Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Warrants (or underlying securities), Working Capital Securities 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 within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities Warrants (or underlying securities) and Working Capital Securities Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Warrants (or underlying securities), Representative Shares, Working Capital Securities Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Warrants (or underlying securities), Representative Shares, Working Capital Securities 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 notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Securities Units (or underlying securities) and Working Capital Securities Units (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Units (or underlying securities), and Working Capital Securities Units (or underlying securities) ), or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Units (or underlying securities), Working Capital Securities 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities (or underlying securities) and Working Capital Securities (or underlying securities) or (ii) is three months prior to the Release Date with respect to the Founder Shares or (ii) the date that the Company consummates a Business Combination with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Warrants (or underlying securitiesOrdinary Shares), Working Capital Securities Warrants (or underlying securitiesOrdinary Shares) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Warrants (or underlying securitiesOrdinary Shares), Working Capital Securities Warrants (or underlying securitiesOrdinary 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 will, within ten (10) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities Placement Units (or underlying securities) and Working Capital Securities Units (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Placement Units (or underlying securities), Representative Shares, Working Capital Securities Units (or underlying securitiesshares) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Private Placement Units (or underlying shares), Representative Shares, Private Securities (or underlying securities), Working Capital Securities 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Securities Founders’ Units (or underlying securities) and Working Capital Securities Units (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Founders’ Units (or underlying securities), Working Capital Securities Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Founders’ Units (or underlying securities), Working Capital Securities 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 within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Securities Units (or underlying securities) and Working Capital Securities Units (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Units (or underlying securities), Working Capital Securities Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Units (or underlying securities), Working Capital Securities 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 within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Securities Sponsor’s Warrants (or underlying securitiesshares of Common Stock) and Working Capital Securities Warrants (or underlying securitiesshares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Sponsor’s Warrants (or underlying securitiesshares of Common Stock), Working Capital Securities Warrants (or underlying securitiesshares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Sponsor’s Warrants (or underlying securitiesshares of Common Stock), Working Capital Securities Warrants (or underlying securitiesshares 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 within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities Units (or underlying securitiesshares of common stock) and Working Capital Securities Over-Alltoment Units (or underlying securitiesshares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Units (or underlying securities), Working Capital Securities shares of common stock) and Over-Alltoment Units (or underlying securitiesshares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Units (or underlying securities), Working Capital Securities shares of common stock) and Over-Alltoment Units (or underlying securitiesshares 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Insider Securities (or underlying securities) and Working Capital Securities (or underlying securitiesshares of Common Stock) 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 such Founder Shares, Representative Shares, Private Securities (or underlying securities), Working Capital 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 Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities (or underlying securities), Working Capital Insider Securities (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”"DEMAND REGISTRATION"). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”"DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.13.1. 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 Representative Shares, Private Securities Warrants (or underlying securities) and Working Capital Securities Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Warrants (or underlying securities), Working Capital Securities Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Warrants (or underlying securities), Working Capital Securities 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 notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities Placement Warrants (or underlying securitiesOrdinary Shares) and Working Capital Securities Warrants (or underlying securitiesOrdinary 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 each of such Founder Shares, Representative Shares, Private Securities Placement Warrants (or underlying securitiesOrdinary Shares), Working Capital Securities Warrants (or underlying securitiesOrdinary Shares) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company Investors or their affiliates, or the transferees of the Investors Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Placement Warrants (or underlying securitiesOrdinary Shares), Working Capital Securities Warrants (or underlying securitiesOrdinary 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities Units (or underlying securities) and Working Capital Securities Units (or underlying securities) or (ii) three nine months prior to after the Release Date consummation of a Business Combination with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Units (or underlying securities), Working Capital Securities Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Units (or underlying securities), Working Capital Securities 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 will, within ten (1) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities Warrants (or underlying securities) ), and Working Capital Securities Warrants (or underlying securities) or (ii) three months prior to the Release Date expiration of the lockup period (as described in the Registration Statement) with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Warrants (or underlying securities), Working Capital Securities Warrants (or underlying securities) ), or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Warrants (or underlying securities), Working Capital Securities 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 notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities Units (or underlying securitiesOrdinary Shares) and or Working Capital Securities Units (or underlying securitiesOrdinary 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 such Founder Shares, Representative Shares, Private Securities Units (or underlying securitiesOrdinary Shares), Working Capital Securities Units (or underlying securitiesOrdinary Shares) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Units (or underlying securitiesOrdinary Shares), Working Capital Securities Units (or underlying securitiesOrdinary 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Securities Units (or any underlying securities), Over-Allotment Units (or any underlying securities), Working Capital Units (or any underlying securities) and Working Capital Representative 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 such Founder Shares, Representative Shares, Private Securities (or underlying securities), Working Capital Securities (or underlying securities) or other 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 demand, on no more than two occasions, for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities (or underlying securities), Working Capital 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities Units (or underlying securities) and Ordinary Shares), Working Capital Securities Units (or underlying securitiesOrdinary Shares) or the Insider Warrants (and 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 such Founder Shares, Representative Shares, Private Securities Units (or underlying securitiesOrdinary Shares), Working Capital Securities Units (or underlying securitiesOrdinary Shares), Insider Warrants (and 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 Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Units (or underlying securitiesOrdinary Shares), Working Capital Securities Units (or underlying securitiesOrdinary Shares), the Insider Warrants (and 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Securities Units (or underlying securities) and Working Capital Securities Units (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Units (or underlying securities), Representative Shares, Working Capital Securities Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Units (or underlying securities), Representative Shares, Working Capital Securities 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Securities Units (or underlying securities) and Working Capital Securities Units (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Units (or underlying securities), ) and Working Capital Securities Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Units (or underlying securities), ) and Working Capital Securities 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities Founders’ Units (or underlying securities) and Working Capital Securities Units (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Founders’ Units (or underlying securities), Working Capital Securities Units (or underlying securities) or other Registrable Securities, as the case may be, held by the InvestorsInvestor, officers or directors of the Company or their affiliates, or the transferees of the Investors Investor, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Founders’ Units (or underlying securities), Working Capital Securities 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 within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities Units (or underlying securities) and Working Capital Securities Units (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, (i) the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Units (or underlying securities), Working Capital Securities 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, or (ii) Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. or its designees (“Cantor”), may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Units (or underlying securities), Working Capital Securities 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable SecuritiesSecurities including the one (1) Demand Registration on behalf of Cantor.

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 Securities (or underlying securities) and Working Capital Securities (or underlying 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 such Founder Shares, Representative Shares, Private Securities 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 Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities 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 will, within ten (10) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Securities (or underlying securities) and Working Capital Securities (or underlying 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 such Founder Shares, Representative Shares, Private Securities (or underlying securities), Working Capital 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 for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities (or underlying securities), Working Capital 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Insider Securities (or underlying securities) and Working Capital Securities (or underlying securitiesshares of Common Stock) 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 such Founder Shares, Representative Shares, Private Securities (or underlying securities), Working Capital 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 Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities (or underlying securities), Working Capital 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities Warrants (or underlying securities) and Working Capital Securities Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Warrants (or underlying securities), Representative Shares, Working Capital Securities Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Warrants (or underlying securities), Representative Shares, Working Capital Securities 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 notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities (or underlying securities) and Working Capital Securities (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities(i) the Insider Warrants (or Common Stock underlying the Insider Warrants) and (ii) the Insider Shares, the holders of a majority-in-interest of such Founder the (a) Insider Warrants (or Common Stock underlying the Insider Warrants) and (b) Insider Shares, Representative Shares, Private Securities (or underlying securities), Working Capital 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 each make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private such Registrable Securities (or underlying securities), Working Capital 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 type and number of shares of such Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days after of the receipt by the holder of the such notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two one (21) Demand Registrations Registration with respect to the Insider Warrants (or Common Stock underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares under this Section 2.1.1 in respect of all Registrable Securities2.1.1.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Representative Shares, Private Securities Warrants (or underlying securities) and Working Capital Securities Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Warrants (or underlying securities), Working Capital Securities Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration Registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Warrants (or underlying securities), Working Capital Securities 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 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 registrationRegistration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities Placement Warrants (or underlying securities) and Working Capital Securities Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Placement Warrants (or underlying securities), Working Capital Securities Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Placement Warrants (or underlying securities), Working Capital Securities 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 notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Securities Warrants (or underlying securitiesshares of Common Stock) and Working Capital Securities Warrants (or underlying securitiesshares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Warrants (or underlying securitiesshares of Common Stock), Working Capital Securities Warrants (or underlying securitiesshares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Warrants (or underlying securitiesshares of Common Stock), Working Capital Securities Warrants (or underlying securitiesshares 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities (or underlying securities) and Working Capital Securities (or underlying 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 such the Founder Shares, Representative Shares, Private Securities Warrants (or underlying securities), Working Capital Securities Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Warrants (or underlying securities), Working Capital Securities 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 will, within ten (1) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities (or underlying securities) and Working Capital Securities (or underlying securities) or (ii) is three months prior to the Release Date with respect to the Founder Shares or (ii) the date that the Company consummates a Business Combination with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Warrants (or underlying securities), Working Capital Securities Warrants (or underlying securities) Common Stock). EBC Founder Shares or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliatesaffiliates or EarlyBird, or the transferees of the Investors Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Warrants (or underlying securities), Working Capital Securities Warrants (or underlying securities) Common Stock), EBC Founder 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 will, within ten (10) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities. Notwithstanding anything to the contrary in this Section 2.1.1, EarlyBird will be entitled to request a Demand Registration on only one occasion, and only during the five-year period beginning on the effective date of the registration statement for 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 Representative Shares, Private Securities Warrants (or underlying securities) and Working Capital Securities Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Warrants (or underlying securities), Working Capital Securities Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Warrants (or underlying securities), Working Capital Securities 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 notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities Founder’s Warrants (or underlying securities) and Working Capital Securities Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Founder’s Warrants (or underlying securities), Working Capital Securities Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Founder’s Warrants (or underlying securities), Working Capital Securities 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 within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Securities Founders’ Units (or underlying securities) and Working Capital Securities Units (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Founders’ Units (or underlying securities), Working Capital Securities Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Founders’ Units (or underlying securities), Working Capital Securities Units (or underlying securities) or other Registrable Securities, as the case may be (a ““ Demand RegistrationRegistration ”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a ““ Demanding HolderHolder ”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Securities Units (or underlying securitiesshares of Common Stock) and Working Capital Securities Units (or underlying securitiesshares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Units (or underlying securities), shares of Common Stock) and Working Capital Securities Units (or underlying securitiesshares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Units (or underlying securities), shares of Common Stock) Working Capital Securities Units (or underlying securitiesshares 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities (or underlying securities) and Working Capital Securities (or underlying securities) or (ii) is three months prior to the Release Date with respect to all other any Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities (or underlying securities), Working Capital Securities (or underlying securities) or other the Registrable Securities, as the case may be, held by the Investors or the Permitted Transferees of the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration Registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Registrable Securities (or underlying securities), Working Capital provided that the estimated market value of Registrable Securities (or underlying securities) or other Registrable Securities, as to be so registered thereunder is at least $ in the case may be aggregate (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such 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. The Company may include in such registration additional securities of the class or classes of the Registrable Securities to be registered thereunder, including securities to be sold for the Company’s own account or the account of persons who are not holders of Registrable Securities. Upon 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 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. In addition, the Company shall not be required to file a Registration Statement for a Demand Registration at any time during the 12-month period following the effective date of another Registration Statement filed pursuant to this Section 2.1.

Request for Registration. At any time and from time to time on or after the expiration of any lock-up to which such securities are subject pursuant to any Lock-Up Agreement, (x) (i) holders of at least 25% of the date that the Company consummates a Business Combination with respect to the Representative Shares, Private then outstanding number of Registrable Securities (or underlying securities) and Working Capital Securities (or underlying securities) or (ii) three months prior to if less than all the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities (or underlying securities), Working Capital 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 listed on Schedule 2 are registered pursuant to the PIPE Registration Statement, any of the Investors listed on Schedule 2, (y) the Sponsor (who shall not be permitted to demand more than three Demand Registrations pursuant to this Section 2.2.1) or (z) Key Executive(s) holding a majority in interest of the Registrable Securities held by all Key Executives (in each case, the “Initial Demanding Holders”) may make a written demand for registration Registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities at least 15% (or underlying securities)in a case where a Key Executive is the Initial Demanding Holder, Working Capital such percentage as determined by such Key Executive, or in a case of an Investor listed on Schedule 2 being the Initial Demanding Holder, such percentage as determined by such Investor provided it is no less than all of the Registrable Securities then held by such Investor that were not registered pursuant to the PIPE Registration Statement) (or underlying securitiesin a case where the Sponsor is the Initial Demanding Holder, such percentage as determined by the Sponsor) or other of the then outstanding number of Registrable Securities, on 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 PubCo will notify all Investors that are holders of Registrable Securities of the demand, and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationregistration including the Initial Demanding Holders, a “Demanding Holder” and collectively, the “Demanding Holders”) shall so notify the Company PubCo within fifteen (15) 15 days after the receipt by the holder of the notice from the CompanyPubCo. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 2.2.4 and the provisos set forth in Section 3.1.13.1.2. The Company Under no circumstances shall not PubCo be obligated to effect more than an aggregate of two (2i) three Demand Registrations under this Section 2.1.1 2.2.1 (in respect of all Registrable Securitiescases where the Initial Demanding Holder is not a Key Executive), (ii) one Demand Registration under this Section 2.2.1 (in cases where the Initial Demanding Holder is a Key Executive), (iii) one Demand Registration under this Section 2.2.1(x)(ii), and (iv) three Demand Registrations under this Section 2.2.1 (in cases where the Initial Demanding Holder is the Sponsor).

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 Representative Shares, Private Securities (or underlying securities) and Working Capital Securities (or underlying 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 such Founder Shares, Representative Shares, Private the Registrable Securities (or underlying securities), Working Capital 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 Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Registrable Securities (or underlying securities), Working Capital Securities (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”"DEMAND REGISTRATION"). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all other holders of Registrable Securities and ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Incorporated (so long as ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Incorporated shall hold Registrable Securities as defined in the FBW Registration Rights Agreement) of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”"DEMANDING HOLDER") shall so notify the Company in writing within fifteen (15) days after the receipt by the holder of the notice from the Company. An election by ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Incorporated to become a Demanding Holder hereunder shall be deemed an exercise of its demand right pursuant to the FBW Registration Rights Agreement. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 beginning on or after (i) the date that the Company consummates a Business Combination with respect to the Representative Shares, Private Securities (or underlying securities) and Working Capital Securities (or underlying securities) or (ii) three months prior to the expiration of the Release Date with respect applicable to all other any class of Registrable Securities, the holders of a majority-in-interest of the Registrable Securities of such Founder Shares, Representative Shares, Private Securities (or underlying securities), Working Capital Securities (or underlying securities) or other Registrable Securities, as the case may beclass, held by the Investors or the Permitted Transferees of the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private each such class of Registrable Securities (or underlying securities), Working Capital of such class held by Investors and Permitted Transferees; provided that the estimated market value of Registrable Securities (or underlying securities) or other of all classes to be so registered thereunder is at least [$500,000] in the aggregate; and provided further that any Registration Statement for Unreleased Registrable Securities may not become effective until after such Registrable Securities have become Released Registrable Securities, . Any such requested registration shall be referred to as the case may be (a “Demand Registration”). .” Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Within five (5) Business Days following receipt of any request for a Demand Registration, the Company will notify in writing all holders of Registrable Securities of the class or classes to be registered of the demand, and each holder of such Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt in writing; provided that such notice shall be received by the holder Company within ten (10) Business Days of the Company’s having sent the applicable notice from to such holder or holders. All such requests shall specify the class and aggregate amount of Registrable Securities to be registered and the intended method of distribution. The Company may include in such registration additional securities of the same type as the Registrable Securities to be registered thereunder, including securities to be sold for the Company’s own account or the account of Persons who are not holders of Registrable Securities. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.12.2.2. The Except as otherwise provided in Section 2.1.4, 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 classes of Registrable Securities. In addition, the Company shall not be required to file a Registration Statement for a Demand Registration at any time during the 12-month period following the effective date of another Registration Statement filed pursuant to this Section 2.1.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination Combination, with respect to the Representative Shares, Private Securities Placement Warrants (or underlying securitiesshares of Common Stock) and Working Capital Securities Warrants (or underlying securitiesshares of Common Stock) or (ii) three months prior to the Release Date Date, with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Placement Warrants (or underlying securitiesshares of Common Stock), Working Capital Securities Warrants (or underlying securitiesshares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Placement Warrants (or underlying securitiesshares of Common Stock), Working Capital Securities Warrants (or underlying securitiesshares 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Insider Warrants (or underlying Ordinary Shares), after the Company consummates a Business Combination with respect to or (ii) in the Representative Shares, Private case of the Initial Securities (or underlying securities) Shares and Working Capital Securities (or underlying securities) or (ii) Warrants), three months prior to the Release Date with respect to all other Registrable SecuritiesDate, the holders of a majority-in-interest of such Founder Insider Warrants (or underlying Ordinary Shares), Representative Shares, Private Initial Securities (or underlying securities), Working Capital Securities (or underlying securitiesShares and Warrants) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Insider Warrants (or underlying securitiesOrdinary Shares), Working Capital Initial 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 type and number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities Insider Warrants (or underlying securities) and Working Capital Securities (or underlying securitiesshares of Common Stock) 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 such Founder Shares, Representative Shares, Private Securities Insider Warrants (or underlying securities), Working Capital Securities (or underlying securitiesshares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Insider Warrants (or underlying securities), Working Capital Securities (or underlying securitiesshares 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “"Demanding Holder”") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 a date that is (i) the date that after the Company consummates a Business Combination business combination with respect to the Representative Shares, Private Securities Insider Warrants (or underlying securities) and Working Capital Securities (or underlying securitiesshares of Common Stock) 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 preceeding subclause (i)), the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Insider Warrants (or underlying securities), Working Capital Securities (or underlying securitiesshares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Insider Warrants (or underlying securities), Working Capital Securities (or underlying securitiesshares of Common Stock) or other 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) 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 Representative Shares, Private Securities (or underlying securities) and Working Capital Securities (or underlying 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 at least 50% of such Founder Shares, Representative Shares, Private the then Registrable Securities (or underlying securities), Working Capital 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 Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Registrable Securities (or underlying securities), Working Capital 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 all other holders of Registrable Securities and the Underwriters party to the Underwriter Registration Rights Agreement (the “IPO Underwriter”) (so long as said IPO Underwriter shall hold Registrable Securities as defined in the Underwriter Registration Rights Agreement) of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company in writing within fifteen (15) days after the receipt by the holder of the notice from the Company. An election by an IPO Underwriter to become a Demanding Holder hereunder shall be deemed an exercise of its demand right pursuant to the Underwriter Registration Rights Agreement. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities Placement Warrants (or underlying securitiesshares of Common Stock) and Working Capital Securities Warrants (or underlying securitiesshares of Common Stock) or (ii) three months prior to the Release Date with respect to all the Initial Shares or other Registrable Securities, the holders of a majority-in-interest of each of such Founder Shares, Representative Shares, Private Securities Placement Warrants (or underlying securitiesshares of Common Stock), Working Capital Securities Warrants (or underlying securities) shares of 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 Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Placement Warrants (or underlying securitiesshares of Common Stock), Working Capital Securities Warrants (or underlying securities) shares of 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 number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities (or underlying securities) and Working Capital Securities (or underlying 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 such Founder Shares, Representative Shares, Private Securities Units (or underlying securities), Working Capital Securities Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Units (or underlying securities), Working Capital Securities 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 will, within ten (1) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Combination, with respect to the Representative Shares, Private Securities (or underlying securities) Sponsor’s Shares and Working Capital Securities (or underlying securities) Shares or (ii) three months prior to the Release Date Date, with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Sponsor’s Shares, Representative Shares, Private Securities (or underlying securities), Working Capital Securities (or underlying securities) Shares or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Sponsor’s Shares, Representative Shares, Private Securities (or underlying securities), Working Capital Securities (or underlying securities) 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities Warrants (or underlying securities) Ordinary Shares), Private Shares and Working Capital Securities (or underlying securities) 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 such Founder Shares, Representative Shares, Private Securities Warrants (or underlying securitiesOrdinary Shares), Working Capital Securities (or underlying securities) Private Shares or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Warrants (or underlying securitiesOrdinary Shares), Working Capital Securities (or underlying securities) Private 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities Units (or underlying securitiesSecurities) and Working Capital Securities Units (or underlying securitiesSecurities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, (i) the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Units (or underlying securitiesSecurities), Working Capital Securities Units (or underlying securitiesSecurities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors Investors, or (ii) Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. or its designees (“Cantor”), may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Units (or underlying securitiesSecurities), Working Capital Securities Units (or underlying securitiesSecurities) 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable SecuritiesSecurities including the one (1) Demand Registration on behalf of Cantor.

Request for Registration. (i) 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 SharesDecember 31, Private Securities (or underlying securities) and Working Capital Securities (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities2001, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities (or underlying securities), Working Capital Securities (or underlying securities) or other Registrable Securities, as the case Purchaser may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for request an underwritten registration under the Securities Act of 1933, as amended (the "Securities Act"), of all or part (but not less than 250,000 shares) of their Founder Shares, Representative Shares, Private Securities its Registrable Stock (or underlying securitiesa "Demand Registration"), Working Capital Securities (or underlying securities) or other Registrable Securities, as subject to the case may be terms and conditions of this Agreement. Any request (a “Demand Registration”). Any demand "Registration Request") for a Demand Registration shall specify the approximate number of shares of Registrable Securities proposed Stock requested to be sold registered. (ii) Subject to subsection (i) above and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such requestparagraph 2F hereof, the Demanding Holders shall Purchaser will be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of request two (2) Demand Registrations under this Section 2.1.1 that will be paid for by the Company and an unlimited number of Demand Registrations that will be paid for by the Purchaser. (iii) Unless the Company is obligated pursuant to the terms of any registration rights heretofore granted by the Company (or one of its subsidiaries), the Company will not include in respect any Demand Registration any securities other than shares of all Registrable Stock, shares of other capital stock of the Company upon which registration rights have been granted by the Company (hereinafter referred to as "Other Registrable Securities") and securities to be registered for offering and sale on behalf of the Company without the prior written consent of the Purchaser. If the managing underwriter(s) of the offering to be effected pursuant to the Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Stock, Other Registrable Securities and other securities in such offering exceeds the number of shares of Registrable Stock, Other Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Purchaser, the Company will include in such registration, prior to the inclusion of any securities which are not shares of Registrable Stock and Other Registrable Securities, the number of shares of Registrable Stock and Other Registrable Securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the holders of such Registrable Stock and such Other Registrable Securities on the basis of the number of shares owned by each such holder.

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 Representative Shares, Private Securities (or underlying securities) and Working Capital Securities Insider Warrants (or underlying 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 such Founder Shares, Representative Shares, Private Securities (or underlying securities), Working Capital Securities Insider Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Insider Shares, Representative Shares, Private Securities (or underlying securities), Working Capital Securities (or underlying securities) Insider 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities Units (or underlying securitiesOrdinary Shares) and Working Capital Securities Units (or underlying securitiesOrdinary 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 such Founder Shares, Representative Shares, Private Securities Units (or underlying securitiesOrdinary Shares), Working Capital Securities Units (or underlying securitiesOrdinary Shares) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Units (or underlying securitiesOrdinary Shares), Working Capital Securities Units (or underlying securitiesOrdinary 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities (or underlying securities) and Working Capital Securities (or underlying securities) or (ii) is three months prior to the Release Date with respect to all other any Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities (or underlying securities), Working Capital Securities (or underlying securities) or other the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliatesLazard Group, or the transferees Permitted Transferees of the Investors Investors, may make a written demand for registration Registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Registrable Securities (or underlying securities), Working Capital provided that the estimated market value of Registrable Securities (or underlying securities) or other Registrable Securities, as to be so registered thereunder is at least $5,000,000 in the case may be aggregate (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such 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. The Company may include in such registration additional securities of the class or classes of the Registrable Securities to be registered thereunder, including securities to be sold for the Company’s own account or the account of persons who are not holders of Registrable Securities. Upon 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 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. In addition, the Company shall not be required to file a Registration Statement for a Demand Registration at any time during the 12-month period following the effective date of another Registration Statement filed pursuant to this Section 2.1.

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 Representative Shares, Private Securities Units (or underlying securities) ), Forward Purchase Shares and Working Capital Securities Units (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Units (or underlying securities), Forward Purchase Shares, Working Capital Securities Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Units (or underlying securities), Forward Purchase Shares, Working Capital Securities 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities (or underlying securities) and Working Capital Securities (or underlying 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 such Founder Shares, Representative Shares, Private Securities Units (or underlying securities), Working Capital Securities Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Units (or underlying securities), Working Capital Securities 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 will, within ten (10) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities Insider Warrants (or underlying securities) and Working Capital Securities (or underlying securitiesshares of Common Stock) 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 such Founder Shares, Representative Shares, Private Securities Insider Warrants (or underlying securities), Working Capital Securities (or underlying securitiesshares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Insider Warrants (or underlying securities), Working Capital Securities (or underlying securitiesshares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”"DEMAND REGISTRATION"). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”"DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.13.1. 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 Representative Shares, Private Securities (or underlying securities) and Working Capital Securities (or underlying securities) Shares 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 IPO Registration Statement (the “Effective Date”) with respect to the Placement Warrants, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Placement Shares, Placement Warrants (or underlying securities), Working Capital Securities (or underlying securitiesshares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration Registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Placement Shares, Placement Warrants (or underlying securities), Working Capital Securities (or underlying securitiesshares 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 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 registrationRegistration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities (or underlying securities) and Working Capital Securities (or underlying securities) or (ii) is three months prior to the applicable Release Date with respect to all other for a class of Registrable Securities, the holders of a majority-in-interest of the Registrable Securities of such Founder Shares, Representative Shares, Private Securities (or underlying securities), Working Capital Securities (or underlying securities) or other Registrable Securities, as the case may be, class held by the Investors or the Permitted Transferees of the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shareseach such class of Registrable Securities held by such holders, Representative Shares, Private provided that the estimated market value of Registrable Securities (or underlying securities), Working Capital Securities (or underlying securities) or other Registrable Securities, of all classes to be so registered thereunder is at least $500,000 in the aggregate. Any such requested registrations shall be referred to as the case may be (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 Within five (5) business days following receipt of any request for a Demand Registration, the Company will notify in writing all holders of Registrable Securities of the class or classes to be registered of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt in writing, provided that such notice shall be received by the holder Company within ten (10) business days of the Company’s having sent the applicable notice from to such holder or holders. All such requests shall specify the class and aggregate amount of Registrable Securities to be registered and the intended method of distribution. The Company may include in such registration additional securities of the class or classes of the Registrable Securities to be registered thereunder, including securities to be sold for the Company’s own account or the account of Persons who are not holders of Registrable Securities. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations in the aggregate with respect to the Sponsor’s Warrants or the underlying shares of Common Stock under subclause (i) of this Section 2.1.1 and shall not be obligated to effect more than three (3) Demand Registrations in respect of all Registrable Securitiesthe Founders’ Common Stock under subclause (ii) of this Section 2.1.1. In addition, the Company shall not be required to file a Registration Statement for a Demand Registration at any time during the 12-month period following the effective date of another Registration Statement filed pursuant to this Section 2.1.

Request for Registration. At any time and from time to time on or after the date that is (i) the date that 90 days after the Company consummates a an Initial Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Representative Shares, Private Securities Sponsors’ Warrants (or underlying securities) and Working Capital Securities (or underlying securitiesOrdinary Shares) or (ii) three months 90 days 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 such Founder Shares, Representative Shares, Private Securities Sponsors’ Warrants (or underlying securities), Working Capital Securities (or underlying securitiesOrdinary Shares) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Sponsors’ Warrants (or underlying securities), Working Capital Securities (or underlying securitiesOrdinary 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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) three months prior to the Release Date with respect to the Founder Shares or (ii) the date that the Company consummates a Business Combination with respect to the Representative Shares, Private Securities (or underlying securities) and Working Capital 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 such Founder Shares, Representative Shares, Private Securities Units (or underlying securities), Working Capital Securities Units (or underlying securities), Extension Loan Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Units (or underlying securities), Working Capital Securities Units (or underlying securities), Extension Loan 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities (or underlying securities) and Working Capital Securities (or underlying 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 such the Founder Shares, Representative Shares, Private Securities Warrants (or underlying securities), Working Capital Securities Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Warrants (or underlying securities), Working Capital Securities 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 will, within ten (1) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company Company, in writing, within fifteen three (153) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities (or underlying securities) 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 such Founder Shares, Representative Shares, Private Shares and Working Capital Loan Securities (or underlying securities), Working Capital 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 Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Shares and Working Capital Loan Securities (or underlying securities), Working Capital Securities (or underlying securities) 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities Founder Warrants (or underlying securities) and Working Capital Securities (or underlying securitiesshares of Common Stock) 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 such Founder Shares, Representative Shares, Private Securities Warrants (or underlying securities), Working Capital Securities (or underlying securitiesshares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Warrants (or underlying securities), Working Capital Securities (or underlying securitiesshares 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. (i) 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 SharesOctober 31, Private Securities (or underlying securities) and Working Capital Securities (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities2000, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities (or underlying securities), Working Capital Securities (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors at least 51% of the Company or their affiliates, or the transferees of the Investors Registrable Securities then outstanding may make a written demand for request registration under the Securities Act of all or any part of their Founder Shares, Representative Shares, Private Registrable Securities (or underlying securitieseach, a "Demand Registration"), Working Capital Securities (or underlying securities) or other Registrable Securities, as subject to the case may be terms and conditions of this Agreement. Any request (a “Demand Registration”). Any demand "Registration Request") for a the Demand Registration shall specify (a) the approximate number of Registrable Securities requested to be registered, and (b) the intended method of distribution of such securities. (ii) Subject to subsection (i) above and paragraph 4, the holders of Registrable Securities will be entitled to request up to two (2) Demand Registrations at any time and from time to time as provided herein. (iii) A registration will not count as one of the Demand Registrations paid for by the Company (as provided in paragraph 5B) unless the holders of the Registrable Securities are able to register and sell at least 50% of the Registrable Securities requested to be included in such registration. (iv) The Company will not include in any Demand Registration any securities other than shares of Registrable Securities and securities to be registered for offering and sale on behalf of the Company without the prior written consent of the holders of a majority of the shares of Registrable Securities initially requesting registration. If the managing underwriter(s), if any, of the offering to be effected pursuant to a Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Securities proposed to be sold and and, if permitted hereunder, other securities in such offering, exceeds the intended method(s) of distribution thereof. The Company will notify all holders number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the demand, and each holder of Registrable Securities who wishes to initially requesting registration, the Company will 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”prior to the inclusion of any securities which are not Registrable Securities, the number of Registrable Securities requested to be included pursuant to paragraphs 2A(i) shall so notify and 3(A) which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the number of Registrable Securities that each such holder has requested the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any to include in such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securitiesregistration.

Request for Registration. At any time and from time to time on or after the earlier of (ix) April 1, 2008 and (y) the date that the Company consummates a Business Combination with respect to the Representative Shares, Private Securities is ninety (or underlying securities90) and Working Capital Securities (or underlying securities) or (ii) three months days prior to the Release Date with respect to all other Registrable SecuritiesDate, (i) the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private the Registrable Securities (or underlying securities), Working Capital 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, Spire Investors or the transferees of the Investors Spire Investors, or (ii) the holders of a majority-in-interest of the Registrable Securities held by the Wachovia Investor or the transferees of the Wachovia Investor may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Registrable Securities (or underlying securities), Working Capital 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 all holders of Registrable Securities of the demanddemand (together with all holders of Registrable Securities under the Existing Registration Rights Agreement), 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 and the provisos set forth in Section 3.1.1. The Spire Investors and the Wachovia Investor shall each be entitled to require 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 Representative Shares, Private Securities Units (or underlying securitiesOrdinary Shares) and Working Capital Securities Units (or underlying securitiesOrdinary 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 such Founder Shares, Representative Shares, Private Securities Units (or underlying securitiesOrdinary Shares), Working Capital Securities Units (or underlying securitiesOrdinary Shares) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Units (or underlying securitiesOrdinary Shares), Working Capital Securities Units (or underlying securitiesOrdinary 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Insider Securities (or underlying securities) and Working Capital Securities (or underlying securitiesshares of Common Stock) 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 such Founder Shares, Representative Shares, Private Securities (or underlying securities), Working Capital 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 Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities (or underlying securities), Working Capital Insider Securities (or underlying securities) or other Registrable Securities, as the case may be (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 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 HolderDEMANDING HOLDER”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities Insider Warrants (or underlying securities) and Working Capital Securities (or underlying securitiesOrdinary Shares) 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 such Founder Shares, Representative Shares, Private Securities Insider Warrants (or underlying securities), Working Capital Securities (or underlying securitiesOrdinary Shares) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Insider Warrants (or underlying securities), Working Capital Securities (or underlying securitiesOrdinary 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities Units (or underlying securitiesSecurities) and Working Capital Securities Units (or underlying securitiesSecurities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Units (or underlying securitiesSecurities), Working Capital Securities Units (or underlying securitiesSecurities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Units (or underlying securitiesSecurities), Working Capital Securities Units (or underlying securitiesSecurities) 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Securities Sponsors’ Warrants (or underlying securitiesshares of Common Stock) and Working Capital Securities Warrants (or underlying securitiesshares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Sponsors’ Warrants (or underlying securitiesshares of Common Stock), Working Capital Securities Warrants (or underlying securitiesshares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Sponsors’ Warrants (or underlying securitiesshares of Common Stock), Working Capital Securities Warrants (or underlying securitiesshares 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Shares and Private Securities Units (or underlying securities) ), and Working Capital Securities Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Units (or underlying securities), Working Capital Securities Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Units (or underlying securities), Working Capital Securities (or underlying securities) 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 90 days after the Company consummates a an Initial Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Representative Shares, Private Securities Sponsors’ Warrants (or underlying securities) and Working Capital Securities (or underlying securitiesOrdinary Shares) or (ii) three months 90 days 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 such Founder Sponsors’ Warrants (and underlying Ordinary Shares, Representative Shares, Private Securities (or underlying securities), Working Capital 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 Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Sponsors’ Warrants (or underlying securities), Working Capital Securities (or underlying securitiesOrdinary 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. (i) 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 Securities (or underlying securities) and Working Capital Securities (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securitieshereof, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities (or underlying securities), Working Capital Securities (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors at least 51% of the Company or their affiliates, or the transferees of the Investors Registrable Securities then outstanding may make a written demand for request registration under the Securities Act of all or any part of their Founder Shares, Representative Shares, Private Registrable Securities (or underlying securitieseach, a "Demand Registration"), Working Capital Securities (or underlying securities) or other Registrable Securities, as subject to the case may be terms and conditions of this Agreement. Any request (a “Demand Registration”). Any demand "Registration Request") for a the Demand Registration shall specify (a) the approximate number of shares of Registrable Securities proposed requested to be sold registered, and (b) the intended method(s) method of distribution thereof. The Company will notify all of such securities. (ii) Subject to subsection (i) above and paragraph 4, the 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 will be entitled to have their Registrable Securities included in the Demand Registration, subject request up to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 at any time and from time to time as provided herein. (iii) A registration will not count as one of the Demand Registrations paid for by the Company (as provided in respect paragraph 5B) unless the holders of all the Registrable Securities are able to register and sell at least 50% of the Registrable Securities requested to be included in such registration. (iv) The Company will not include in any Demand Registration any Securities other than shares of (a) Securities (the "Senior Registrable Securities") for which the holders thereof have registration rights under and pursuant to that certain Registration Rights Agreement dated as of May 31, 2000 among the Company and the other parties thereto, as amended (the "Senior Registration Rights Agreement"), (b) Registrable Securities and (c) Securities to be registered for offering and sale on behalf of the Company without the prior written consent of the holders of a majority of the shares of Registrable Securities initially requesting registration. If the managing underwriter(s), if any, of the offering to be effected pursuant to a Demand Registration advise the Company in writing that in their opinion the number of shares of Senior Registrable Securities, Registrable Securities and, if permitted hereunder, other Securities in such offering, exceeds the number of Senior Registrable Securities, Registrable Securities and other Securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration, the Company will include in such registration, (x) first, and prior to the inclusion of any Registrable Securities and other Securities which are not Senior Registrable Securities, the number of Senior Registrable Securities requested to be included pursuant to the Senior Registration Rights Agreement which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the number of Senior Registrable Securities that each such holder has requested the Company to include in such registration, and (y) second, and prior to the inclusion of any Securities which are not Registrable Securities, the number of Registrable Securities requested to be included pursuant to paragraphs 2A(i) and 3A which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the number of Registrable Securities that each such holder has requested the Company to include in such registration.

Request for Registration. At any time and from time to time beginning on or after (i) the date that the Company consummates a Business Combination with respect to the Representative Shares, Private Securities (or underlying securities) and Working Capital Securities (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesDate, the holders of a majorityMajority-in-interest of such Founder Shares, Representative Shares, Private the Registrable Securities (or underlying securities), Working Capital 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 for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Registrable Securities (or underlying securities), Working Capital 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 and type of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Within 5 business days following receipt of any request for a Demand Registration, the Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationDemand Registration, a “Demanding Holder”) shall so notify the Company Company, specifying the aggregate amount of such Demanding Holder’s Registrable Securities to be included in the Demand Registration, within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities. The Company may include in such Demand Registration additional securities of the class of the Registrable Securities to be registered thereunder, including securities to be sold for the Company’s own account or the account of persons who are not holders of Registrable Securities.

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 Securities Units (or underlying securitiesshares of Common Stock) and Working Capital Securities Units (or underlying securitiesshares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities Units (or underlying securities), shares of Common Stock) and Working Capital Securities Units (or underlying securitiesshares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Units (or underlying securitiesshares of Common Stock), . Working Capital Securities Units (or underlying securitiesshares 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of 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 Representative Shares, Private Insider Securities (or underlying securities) and Working Capital Securities (or underlying securitiesOrdinary Shares) 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 such Founder Shares, Representative Shares, Private the Insider Securities (or underlying securities), Working Capital 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 Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Registrable Securities (or underlying securities), Working Capital 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 all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities. In addition, Chardan Capital Markets, LLC (or any other FINRA member) shall not be able to effect a Demand Registration after five (5) years from the effective date of the Company’s registration statement with respect to its 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 Representative Shares, Private Securities (or underlying securities) and Working Capital Securities (or underlying 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 such Founder Shares, Representative Shares, Private Securities Units (or underlying securitiesCommon Shares), Working Capital Securities Units (or underlying securitiesCommon Shares) or other Registrable Securities, as the case may be, held by the InvestorsSponsor, officers or directors of the Company or their affiliates, or the transferees of the Investors Sponsor, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities Units (or underlying securitiesCommon Shares), Working Capital Securities Units (or underlying securitiesCommon 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 notify, in writing, all holders of Registrable Securities of the demand within ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s his, her or its Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, including the holder(s) making the initial demand, a “Demanding Holder”) shall so notify the Company Company, in writing, within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, the company shall effect such request, as soon as practicable, but not more than 45 days, subject to Section Sections 2.1.4 and the provisos set forth in Section 3.1.1. The 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 expiration of any lock-up to which such securities are subject pursuant to any Lock-Up Agreement, (x) (i) holders of at least 25% of the date that the Company consummates a Business Combination with respect to the Representative Shares, Private then outstanding number of Registrable Securities (or underlying securities) and Working Capital Securities (or underlying securities) or (ii) three months prior to if less than all the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private Securities (or underlying securities), Working Capital 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 listed on Schedule 2 are registered pursuant to the PIPE Registration Statement, any of the Investors listed on Schedule 2, (y) the Sponsor (who shall not be permitted to demand more than three Demand Registrations pursuant to this Section 2.2.1) or (z) Key Executive(s) holding a majority in interest of the Registrable Securities held by all Key Executives (in each case, the “Initial Demanding Holders”) may make a written demand for registration Registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities at least 15% (or underlying securities)in a case where a Key Executive is the Initial Demanding Holder, Working Capital such percentage as determined by such Key Executive, or in a case of an Investor listed on Schedule 2 being the Initial Demanding Holder, such percentage as determined by such Investor provided it is no less than all of the Registrable Securities then held by such Investor that were not registered pursuant to the PIPE Registration Statement) (or underlying securitiesin a case where the Sponsor is the Initial Demanding Holder, such percentage as determined by the Sponsor) or other of the then outstanding number of Registrable Securities, on 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 PubCo will notify all Investors that are holders of Registrable Securities of the demand, and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationregistration including the Initial Demanding Holders, a “Demanding Holder” and collectively, the “Demanding Holders”) shall so notify the Company PubCo within fifteen (15) 15 days after the receipt by the holder of the notice from the CompanyPubCo. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 2.2.4 and the provisos set forth in Section 3.1.13.1.2. The Company Under no circumstances shall not PubCo be obligated to effect more than an aggregate of two (2i) three Demand Registrations under this Section 2.1.1 2.2.1 (in respect of all Registrable Securities.cases where the Initial Demanding Holder is not a Key Executive), (ii) one Demand Registration under this Section 2.2.1 (in cases where the Initial Demanding Holder is a Key Executive), (iii) one Demand Registration under this Section 2.2.1(x)(ii), and

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 Representative Shares12,937,500 shares of Common Stock, Private Securities (or underlying securities) and Working Capital Securities (or underlying securities) or (ii) three months prior Release Date II as it relates to the Private Warrant Securities and Release Date with respect III as it relates to all other Registrable the Sponsor Warrant Securities, as applicable, the holders of a majority-in-interest of such Founder Sharesthe 12,937,500 shares of Common Stock, Representative Shares, the 15,600,000 Private Warrant Securities (or underlying securities), Working Capital Securities (or underlying securities) or other Registrable and the 2,500,000 Sponsor 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 Investors Investor, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Registrable Securities (or underlying securities), Working Capital 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 and type of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demanddemand within ten (10) days from the receipt of the Demand Registration, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations with respect to the 12,937,500 shares of Common Stock, two (2) Demand Registrations with respect to the Private Warrant Securities and two (2) Demand Registrations with respect to the Sponsor Private Warrant Securities 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 Representative Shares, Private Securities (or underlying securities) and Working Capital Securities (or underlying 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 at least 50% of such Founder Shares, Representative Shares, Private the then Registrable Securities (or underlying securities), Working Capital 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 Investors, may make a written demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Registrable Securities (or underlying securities), Working Capital 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 all other holders of Registrable Securities and the Underwriters party to the Underwriter Registration Rights Agreement (the "IPO Underwriter") (so long as said IPO Underwriter shall hold Registrable Securities as defined in the Underwriter Registration Rights Agreement) of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “"Demanding Holder”") shall so notify the Company in writing within fifteen (15) days after the receipt by the holder of the notice from the Company. An election by an IPO Underwriter to become a Demanding Holder hereunder shall be deemed an exercise of its demand right pursuant to the Underwriter Registration Rights Agreement. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.