Common use of Request for Registration Clause in Contracts

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

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

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

Request for Registration. At any time and from time to time on or after the date that is (i) the date that after the Company consummates a Business Combination business combination with respect to the Private Units Insider Warrants (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Sharesshares of Common Stock) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesSecurities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of a majority-in-interest of the such Insider Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Insider Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, may make a written demand for registration under the Securities Act Registration of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

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

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Sharesshares of Common Stock), Over-Allotment Units (or underlying Ordinary Sharesshares of Common Stock) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”” ). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Representative Shares, Private Units (or underlying Ordinary Shares), Over-Allotment securities) and Working Capital Units (or underlying Ordinary Sharessecurities) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the such Founder Shares, Representative Shares, Private Units (or underlying securities), Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Units (or underlying securities), Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities Securities, or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, in each case make a written demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment and Working Capital Loan Units (or and underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date end of the Lock-up Period with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company Investors or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesCombination, the holders of a majority-in-interest of the such Private Units (or underlying Ordinary Shares), Working Capital Units (or underlying Ordinary Shares) or other Registrable Securities, as the case may be, held by the InvestorsSponsor, officers or directors of the Company or their affiliates, or the transferees of the InvestorsSponsor, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Units (or underlying Ordinary Shares), Working Capital Units (or underlying Ordinary Shares) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with demand within ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s his, her or its Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, including the holder(s) making the initial demand, a “Demanding Holder”) shall so notify the Company Company, in writing, within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section Sections 2.1.4 and 3.5 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Sharesshares of Common Stock), Over-Allotment Units (or underlying Ordinary Sharesshares of Common Stock) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”” ). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”” ) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two one (21) Demand Registrations Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Sharessecurities), Over-Allotment Units (or underlying Ordinary Sharessecurities) and Working Capital Loan Securities (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a its initial Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesCombination, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with within ten (10) days of the Company’s receipt of such the Demand Registration notify, in writing, all other holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company Company, in writing, within fifteen (15) five days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) three Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Registration have been sold, in accordance with Section 3.1.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesCombination, the holders of a majority-in-interest of the such Private Units (or underlying Ordinary Shares), Working Capital Units (or underlying Ordinary Shares) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Units (or underlying Ordinary Shares), Working Capital Units (or underlying Ordinary Shares) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with demand within ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s his, her or its Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, including the holder(s) making the initial demand, a “Demanding Holder”) shall so notify the Company Company, in writing, within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section Sections 2.1.4 and 3.5 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Sharesshares of Common Stock), Over-Allotment Units (or underlying Ordinary Sharesshares of Common Stock) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two one (21) Demand Registrations Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Sharessecurities), Over-Allotment Units (or underlying Ordinary Sharessecurities) and Working Capital Loan Securities Securities, or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Sharesshares of common stock), Over-Allotment Units (or underlying Ordinary Sharesshares of Common Stock) and Working Capital Loan Securities Shares or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities Warrants or (ii) three months prior to the Release Date with respect to all other Registrable Securities, but prior to the five-year anniversary of the effective date of the Company’s Form S-1 Registration Statement (File No. 333-254010) (the “Effective Date”), the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the InvestorsInitial Shares, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Warrants or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two one (21) Demand Registrations Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesCombination, the holders of a majority-in-interest of the Founder Shares, Private Shares, Private Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Founder Shares, Private Shares, Private Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notifywill, in writing, all holders of Registrable Securities of the demand, with within ten (10) days of the Company’s receipt of such the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company Company, in writing, within fifteen three (153) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities Shares or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after the expiration of the Lockup Period (i) as such term is defined in the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary SharesTransaction Support Agreement), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of Investors holding at least a majority-in-majority in interest of the then-outstanding number of Registrable Securities, as the case may be, Securities held by the all Investors (such Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, “Initiating Holders”) may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company, and provide the information request by the Company to prepare the Registration Statement, within fifteen five (155) days after the receipt by the holder of the notice from the Company. Upon any such requestrequest and provision of such information, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable SecuritiesDemand Registrations initiated by the Investors.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Sharesshares of Common Stock), Over-Allotment Units (or underlying Ordinary Sharesshares of Common Stock) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Representative Shares, Private Units (or underlying Ordinary Shares), Over-Allotment securities) and Working Capital Units (or underlying Ordinary Sharessecurities) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the such Founder Shares, Representative Shares, Private Units (or underlying securities), Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Units (or underlying securities), Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notifywill, in writing, all holders of Registrable Securities of the demand, with within ten (101) days of the Company’s receipt of such the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date end of the Lock-up Period with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company Investors or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

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

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and ), Working Capital Loan Securities, and Extension Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesCombination, the holders of a majority-in-interest of the then-outstanding number of Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Securities may make a written demand, on no more than two occasions, demand for registration under the Securities Act Registration of all or part of their Registrable Securities, as which written demand shall describe the case may amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and (a) In case the Company shall receive from time to time on or after (i) the date Buyer a written request that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration register under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a part of the Shares, the Company will, as soon as practicable, use its diligent best efforts to register (including, without limitations, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act and any other governmental requirements or regulations) all or such portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities Shares as are specified in such registrationrequest; provided, a “Demanding Holder”) shall so notify however, that the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions set forth in Section 3.1.1. The Company shall not be obligated to effect take any action to register the Shares pursuant to this Section 3.1 after (i) the Company has filed one such registration pursuant to this subparagraph (a) with the Securities and Exchange Commission (the "Commission") and such registration has been declared or ordered effective or (ii) December 31, 2001. (b) Subject to the foregoing proviso, the Company shall file with the Commission a registration statement covering the Shares requested to be registered as soon as practical, but in any event within ninety days, after receipt of the request of Buyer; provided, however, that if the Company shall furnish to such Buyer a certificate signed by the president of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed at the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have an additional period of not more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securitiesninety days within which to file such registration statement.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesCombination, the holders of a majority-in-interest of the Founder Shares, Private Shares, Private Warrants (or underlying securities), Private Rights (or underlying securities), Working Capital Loan Securities or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Founder Shares, Private Shares, Private Warrants (or underlying securities), Private Rights (or underlying securities), Working Capital Loan Securities or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notifywill, in writing, all holders of Registrable Securities of the demand, with within ten (10) days of the Company’s receipt of such the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company Company, in writing, within fifteen three (153) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

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

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), shares of Common Stock) and Over-Allotment Units (or underlying Ordinary Sharesshares of Common Stock) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Securities may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two one (21) Demand Registrations Registration under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

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

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary SharesCommon Stock), Over-Allotment Units (or underlying Ordinary SharesCommon Stock) and Working Capital Loan Securities Securities, or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, make a written demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

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

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities Units (or underlying Ordinary Shares) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units Placement Warrants (or underlying Ordinary Shares), Over-Allotment Units Warrants (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities Securities, or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, make a written demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesCombination, the holders of a majority-in-interest of the such Private Units (or underlying Ordinary Shares), Working Capital Units (or underlying Ordinary Shares) or other Registrable Securities, as the case may be, held by the InvestorsInvestor, officers or directors of the Company or their affiliates, or the transferees of the InvestorsInvestor, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Units (or underlying Ordinary Shares), Working Capital Units (or underlying Ordinary Shares) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with demand within ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s his, her or its Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, including the holder(s) making the initial demand, a “Demanding Holder”) shall so notify the Company Company, in writing, within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section Sections 2.1.4 and 3.5 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

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

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Ordinary Shares), Over-Allotment Units (or underlying shares of Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two (2) occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At With respect to the Investor Shares, at any time commencing three (3) months prior to, and from time to time on or after (i) the date that the Company consummates a Business Combination Release Date, and with respect to the Private Units (Warrants and Private Warrant Shares, on or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to after the Release Date with respect to all other Registrable Securitiesdate the Private Warrants become eligible for resale, the holders of a majority-in-interest of the Registrable Securities, as the case may beon an as-converted to Common Stock basis, held by the Investors, officers or directors of the Company or their affiliates, Investors or the permitted transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”"DEMAND REGISTRATION"). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”"DEMANDING HOLDER") shall so notify the Company in writing within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.13.1. 1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary SharesCommon Stock), Over-Allotment Units (or underlying Ordinary SharesCommon Stock) and Working Capital Loan Securities Securities, or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares stock of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares stock of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after the Effective Time, RGGPLS or GRH (ieach, a “Demand Holder”) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration (a “Demand Registration”) under the Securities Act of the sale of all or part of their its Registrable Securities, as Securities (the case may be (party making such a “Demand Registration, the “Demanding Stockholder”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereofthereof and shall cover securities that have an aggregate price to the public of at least $1,000,000. The Company will notify, in writing, all holders of Registrable Securities notify the Stockholders other than the Demanding Stockholder of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities such other Stockholder who wishes to include all or a portion of such holder’s its Registrable Securities in the Demand Registration (each such holder Stockholder including shares of its Registrable Securities in such registration, a “Demanding HolderParticipating Stockholder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions set forth in Section 3.1.1notice. The Company shall not be obligated (A) to effect more than an aggregate of two (2i) four (4) Demand Registrations by RGGPLS or (ii) one (1) Demand Registration by GRH, under this Section 2.1.1 in respect of all Registrable SecuritiesSecurities or (B) to effect any Demand Registration within three months after the effective date of a registration statement relating to any underwritten offering of Common Stock (including any such offering effected pursuant to a Demand Registration hereunder).

Request for Registration. At any time and from time to time on or after the date that is (i) the date that after the Company consummates a Business Combination an acquisition with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units Insider Securities (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesSecurities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of not less than a majority-in-interest majority of the Insider Securities or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees transferee(s) of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

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

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect each of Release Date I as it relates to the Private Units (or underlying 2,500,000 Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) Shares and Working Capital Loan Securities or (ii) three months prior Release Date II as it relates to the Release Date with respect to all other Registrable Warrant Securities, as applicable, the holders of a majority-in-interest of the Registrable 2,500,000 Ordinary Shares or Warrant Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares and type of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 below and the provisions provisos set forth in Section 3.1.13.1.1 below. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations with respect to the 2,500,000 Ordinary Shares and two (2) Demand Registrations with respect to the Warrant Securities under this Section 2.1.1 in 2.1.1. In no event shall a registration statement that has been filed with respect of all Registrable Securitiesto the Warrant Securities be declared effective until the Company has completed its initial business combination.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units Warrants and Working Capital Loan Warrants (or underlying Ordinary Shares), Over-Allotment Units (or and underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date end of the Lock-up Period with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company Investors or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesCombination, the holders of a majority-in-interest of the Founder Shares, Private Shares, Private Rights (or underlying securities), Working Capital Loan Securities or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Founder Shares, Private Shares, Private Rights (or underlying securities), Working Capital Loan Securities or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notifywill, in writing, all holders of Registrable Securities of the demand, with within ten (10) days of the Company’s receipt of such the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company Company, in writing, within fifteen three (153) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

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

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Sharesshares of Common Stock), Over-Allotment Units (or underlying Ordinary Sharesshares of Common Stock) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two (2) occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect each of Release Date I as it relates to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) 1,562,500 shares of Common Stock and Working Capital Loan Securities or (ii) three months prior Release Date II as it relates to the Release Date with respect to all other Registrable Warrant Securities, as applicable, the holders of a majority-in-interest of the Registrable 1,562,500 shares of Common Stock or Warrant Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares and type of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with demand within ten (10) days from the receipt of the Company’s receipt of such demandDemand Registration, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations with respect to the 1,562,500 shares of Common Stock and two (2) Demand Registrations with respect to the Warrant Securities under this Section 2.1.1 in respect of all Registrable Securities. In no event shall a registration statement that has been filed with respect to the Warrant Securities be declared effective until the Company has completed its initial Business Combination.

Request for Registration. At any time and from time Subject to time Section 2.1 hereof, commencing on or after (i) the date that which is fourteen months after the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest Operating Partnership’s acquisition of the Registrable SecuritiesOption Interest or each ROFO Interest, as the case may beapplicable, held by the Investors, officers or directors Holders of the Company or their affiliates, or the transferees of the Investors, Registrable Securities may make a written demand, on no more than two occasions, request for registration under the Securities Act of all or part of its or their Registrable Securities, as the case may be Securities (a “Demand Registration”); provided, that the Company shall not be obligated to effect more than one Demand Registration in any twelve month period; and provided, further, that the number of shares of Registrable Securities proposed to be sold by the Holders making such written request shall have a Market Value of at least $5,000,000. Subject to the foregoing, the number of Demand Registrations which may be made pursuant to this Section 2.2 shall be unlimited. Any demand for a Demand Registration shall such request will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method(s) method of distribution disposition thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with Within ten (10) days of the Company’s after receipt of such demandrequest, and each holder the Company will give written notice of such registration request to all other Holders of the Registrable Securities who wishes to and include in such registration all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify with respect to which the Company has received written requests for inclusion therein within fifteen twenty (1520) days Business Days after the receipt by the holder applicable Holder of the notice from Company’s notice. Each such request will also specify the Companynumber of shares of Registrable Securities to be registered and the intended method of disposition thereof. Upon Unless the Holder or Holders of a majority of the Registrable Securities to be registered in such Demand Registration shall consent in writing, no other party, including the Company (but excluding another Holder of a Registrable Security), shall be permitted to offer securities under any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities Warrants or (ii) three months prior to the Release Date with respect to all other Registrable Securities, but prior to the five-year anniversary of the effective date of the Company’s Form S-1 Registration Statement (File No. 333—251112) (the “Effective Date”), (a) with respect to clause (i) the holders of a majority of the Private Warrants and (b) with respect to clause (ii) the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the InvestorsInitial Shares, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Warrants or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after the date that is (i) the date that after the Company consummates a Business Combination business combination with respect to the Private Units Insider Securities (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary SharesCommon Stock) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesSecurities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of not less than a majority-in-interest majority of the Insider Securities or other Registrable Securities, as the case may be, held by the Investors, officers Investor or directors the transferee(s) of the Company or their affiliates, or the transferees of the InvestorsInvestor, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares)time, Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months but not prior to three (3) months following any underwritten public offering by the Company, and, except for registrations effected pursuant to Section 2.3, not earlier than the Release Date with respect to all other Registrable SecuritiesDate, the holders of a majority-in-interest of the Registrable Securities, as the case may be, Securities held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “"Demand Registration”"); provided, however, that during the period ending December 31, 2008, no such demand shall be made except with the prior written consent of holders of Registrable Securities owing 80% of the then outstanding Registrable Securities. Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. Each Demand Registration, other than one effected pursuant to Section 2.3, shall be subject to an aggregate price threshold of not less than $10,000,000. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “"Demanding Holder”") shall so notify the Company within fifteen thirty (1530) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable SecuritiesSecurities other than those effected pursuant to Section 2.3.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Sharesshares of Common Stock), Over-Allotment Units (or underlying Ordinary Sharesshares of Common Stock) and Working Capital Loan Securities or (ii) three (3) months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two (2) occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”” ). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that expiration of a Lock-Up to which the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares)relevant Registrable Securities are subject, Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest at least 15% of the then outstanding number of Registrable Securities, as Securities (the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, “Initial Demanding Holders”) may make a written demand, on no more than two occasions, demand for registration Registration under the Securities Act of all or part at least 15% of their the then outstanding number of Registrable Securities, on Form F-1 or any similar long-form registration statement (“Form F-1”) or, if then available, on Form F-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all Investors that are holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder” and collectively, the “Demanding Holders”) shall so notify the Company within fifteen (15) 15 days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 2.2.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. (a) At any time and from time to time on after the first anniversary of the Effective Time, any Holder or after Holders may request the Company, in writing (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares"Demand Request"), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to effect the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of its or their Registrable Securities, as the case may be Shares (a “"Demand Registration”"). Any demand for ; provided that the Registrable Shares proposed to be sold by the Holders requesting a Demand Registration (the "Requesting Holders," which term shall include parties deemed "Requesting Holders" pursuant to Section 2.1.5 hereof) represent, in the aggregate, more than 50% of the total number of Registrable Shares held by all Holders. (b) Each Demand Request shall specify the number of shares of Registrable Securities Shares proposed to be sold and sold. Subject to Section 2.1.6, the intended method(s) of distribution thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in shall file the Demand Registration within 90 days after receiving a Demand Request (each the "Required Filing Date") and shall use all commercially reasonable efforts to cause the same to be declared effective by the SEC as promptly as practicable after such holder including shares of Registrable Securities in such registrationfiling; provided, a “Demanding Holder”) shall so notify that the Company within fifteen need effect only two Demand Registrations (15) days after the receipt by the holder only one of the notice from the Company. Upon any such request, the Demanding Holders which shall be entitled to have their Registrable Securities included in the form of a "firm commitment" underwritten offering); provided, that if any Registrable Shares requested to be registered pursuant to a Demand Registration, subject Request under this Section 2.1 are excluded from a registration pursuant to Section 2.1.4 and below, the provisions set forth in Section 3.1.1. The Company Holders shall not be obligated have the right, with respect to effect more than an aggregate of two (2) each such exclusion, to one additional Demand Registrations Registration under this Section 2.1.1 in 2.1 with respect of all to such excluded Registrable Securities.Shares; provided, further, that the Company shall not

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) Sponsors’ Shares and Working Capital Loan Securities Shares or (ii) three months prior to the initial Release Date with respect to all other Registrable SecuritiesSecurities of the Original Investors, the holders of a majority-in-interest of the such Sponsors’ Shares or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration Registration under the Securities Act of all or part any portion of their Sponsors’ Shares or other Registrable SecuritiesSecurities on Form S-1 or any similar long-form Registration or, if, then available, on Form S-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all Original Investors that are holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 2.2.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 2.2.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after the date that is (i) in the date that case of the Company consummates a Business Combination with respect to the Private Units Insider Warrants (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities after the Company consummates a Business Transaction or (ii) in the case of the Initial Shares, three months prior to the Release Date with respect Date, but prior to all other Registrable Securitiesthe date that is five years from the effective date of the Company’s initial public offering, the holders of a majority-in-interest of the such Insider Warrants (or underlying Ordinary Shares), Initial Shares or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Insider Warrants (or underlying Ordinary Shares), Initial Shares or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesCombination, the holders of a majority-in-interest of the Founder Shares, Private Warrants (or underlying securities), Representative Shares, Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Founder Shares, Private Warrants (or underlying securities), Representative Shares, Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notifywill, in writing, all holders of Registrable Securities of the demand, with within ten (101) days of the Company’s receipt of such the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to Combination, (i) the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities C▇▇▇▇ Investor or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the such Private Units (or underlying Ordinary Shares), Working Capital Units (or underlying Ordinary Shares) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Units (or underlying Ordinary Shares), Working Capital Units (or underlying Ordinary Shares) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with demand within ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s his, her or its Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, including the holder(s) making the initial demand, a “Demanding Holder”) shall so notify the Company Company, in writing, within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section Sections 2.1.4 and 3.5 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities (not counting any Demand Registration initiated solely by the C▇▇▇▇ Investor); provided such limitation shall not apply to a Demand Registration initiated by the C▇▇▇▇ Investor, which Investor shall be limited to initiating one Demand Registration pursuant to Section 3.5. Notwithstanding anything to the contrary contained in this Agreement, no Registration shall be effected or permitted and no Registration Statement shall become effective, with respect to any Initial Shares held by any holder of Registrable Securities, until after the expiration of the lock-up applicable to such Initial Shares described in the registration statement relating to the Company’s initial public offering.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Sharesshares of Common Stock and warrants) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the such Private Units (or underlying shares of Common Stock and warrants) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Units (or underlying shares of common stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) time, subject to compliance by the date Investors with Section 3.4, and provided that there is not an effective Resale Shelf Registration Statement available for the Company consummates resale of the Registerable Securities pursuant to Section 2.1, Investors who hold a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest majority of the Registrable Securities, as the case may be, Securities held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, all Investors may make a written demand, on no more than two occasions, demand for registration Registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form S-1 or any similar long-form Registration or, if then available, on Form S-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as the case may be (a “Demand Registration”). .” Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all Investors that are holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen twenty (1520) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 2.2.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated pursuant to this Agreement to effect more than an aggregate of two one (21) Demand Registrations under this Registration during any six-month period or any Demand Registration at any time there is an effective Resale Shelf Registration Statement on file with the Commission pursuant to Section 2.1.1 in respect of all Registrable Securities2.1.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securitiesof this Agreement, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company Investors or their affiliates, or the permitted transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their the Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Notwithstanding the foregoing, the Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under any such registration pursuant to this Section 2.1.1 in respect 2.1 if the holders of all the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $1,000,000.

Request for Registration. At any time and from time to time on or after the date that is (i) the date that after the Company consummates a Business Combination an acquisition transaction with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units Insider Securities (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesSecurities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of not less than a majority-in-interest majority of the Insider Securities or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees transferee(s) of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities Securities, or (ii) three months prior to the Release Date with respect to all other Registrable Securities, (a) the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, or (b) Scienjoy Inc. may, on no more than one occasion, in each case make a written demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units Warrants (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Sharesshares of Common Stock) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the such Private Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

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

Request for Registration. At any time and from time to time on or after the date that is (i) in the date that case of the Insider Warrants (or underlying Common Stock), after the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities Transaction or (ii) in the case of the Initial Shares, three months prior to the Release Date with respect to all other Registrable SecuritiesDate, the holders of a majority-in-interest of the such Insider Warrants (or underlying Common Stock), Initial Shares or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Insider Warrants (or underlying Common Stock), Initial Shares or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At If at any time and from time after the earlier to time on or after occur of ------------------------ (i) the third anniversary of the date hereof and (ii) the date which is six months after the Initial Public Offering, the Company shall receive from Initiating Holders, a written request that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date effect any registration with respect to all other Registrable Securities, the holders of or a majority-in-interest part of the Registrable Securities, as the case may be, held by the Investors, officers or directors Company will: (i) promptly give written notice of the Company or their affiliates, or proposed registration to all other Holders and the transferees holders of the InvestorsWarrants at least 45 days prior to the date the Company anticipates filing the registration statement covering the Registrable Securities so requested to be registered; and (ii) as soon as practicable, use its diligent best efforts to effect such registration as may make a written demand, on no more than two occasions, for registration under be so requested and which would permit or facilitate the Securities Act sale and distribution of all or part such portion 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 such Registrable Securities proposed to be sold and as are specified in such request, together with all or such portion of the intended method(s) of distribution thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with ten (10) any Holder or Holders joining in such request as are specified in a written request given within 30 days of the Company’s after receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the written notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under any registrations pursuant to this Section 2.1.1 2 after the Company shall have effected two such registrations pursuant to this Section 2 and such registrations shall have been declared or ordered effective by the Commission and the sales of such Registrable Securities shall have closed. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 2, include securities of the Company for its own account, or other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in respect of all Registrable Securitiesany such registration.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities Warrants or (ii) three months prior to the Release Date with respect to all other Registrable Securities, but prior to the five-year anniversary of the effective date of the Company’s Form S-1 Registration Statement (File No. 333-256578) (the “Effective Date”), the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the InvestorsInitial Shares, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Warrants or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities Warrants or (ii) three months prior to the Release Date with respect to all other Registrable Securities, but prior to the five-year anniversary of the effective date of the Company’s Form S-1 Registration Statement (File No. 333-_______) (the “Effective Date”), the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the InvestorsInitial Shares, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Warrants or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two one (21) Demand Registrations Registration under this Section 2.1.1 in respect of all Registrable Securities.

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

Request for Registration. At Subject to the provisions of subsection 2.1.4 and subsection 3.1.1 hereof, at any time and from time to time on or after (i) the date that the Company consummates a the Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months but prior to the Release Date with respect to all other Registrable Securitiesfive-year anniversary of the effective date of the Company’s Form S-1 Registration Statement (File No. 333-269932) (the “Effective Date”), (a) the holders of a majority of the Warrants, (b) the holders of a majority of the Rights and (c) the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the InvestorsInitial Shares and Private Shares, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their the Private Warrants, Private Rights or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesDate, the holders of a majority-in-interest (determined on a fully diluted basis, i.e., assuming the exercise of all Warrants that are Registrable Securities (including Warrants forming a part of Units)) (the “Majority-in-Interest”) of the Registrable Securities, as the case may be, ) held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At Subject to and in accordance with this Agreement, at any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesDate, the holders of a majority-in-interest at least 50% of the Registrable Securities, as the case may be, Securities then held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand RegistrationDEMAND REGISTRATION”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all other holders of Registrable Securities (so long as any UPO Holder shall hold Registrable Securities as defined in the UPO Registration Rights Agreement) of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding HolderDEMANDING HOLDER”) shall so notify the Company in writing within fifteen (15) days after the receipt by the holder of the notice from the Company. An election by any UPO Holder to become a Demanding Holder hereunder shall be deemed an exercise of its demand right pursuant to the UPO Registration Rights Agreement. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time Subject to time Section 2.1 hereof, commencing on or after (i) the date that which is eighteen (18) months after the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest consummation date of the Initial Public Offering, Holders of Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Securities may make a written demand, on no more than two occasions, request for registration under the Securities Act of all or part of its or their Registrable SecuritiesSecurities (a "Demand Registration"); provided, as that the case Company shall not be obligated to effect more than one Demand Registration in any twelve month period; and provided, further, that the number of shares of Registrable Securities proposed to be sold by the Holders making such written request shall have a Market Value of at least $5,000,000. Subject to the foregoing, the number of Demand Registrations which may be (a “Demand Registration”)made pursuant to this Section 2.2 shall be unlimited. Any demand for a Demand Registration shall such request will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method(s) method of distribution disposition thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with Within ten (10) days of the Company’s after receipt of such demandrequest, and each holder the Company will give written notice of such registration request to all other Holders of the Registrable Securities who wishes to and include in such registration all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify with respect to which the Company has received written requests for inclusion therein within fifteen twenty (1520) days Business Days after the receipt by the holder applicable Holder of the notice from Company's notice. Each such request will also specify the Companynumber of shares of Registrable Securities to be registered and the intended method of disposition thereof. Upon Unless the Holder or Holders of a majority of the Registrable Securities to be registered in such Demand Registration shall consent in writing, no other party, including the Company (but excluding another Holder of a Registrable Security), shall be permitted to offer securities under any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect each of Release Date I as it relates to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) 1,125,000 shares of Common Stock and Working Capital Loan Securities or (ii) three months prior Release Date II as it relates to the Release Date with respect to all other Registrable Warrant Securities, as applicable, the holders of a majority-in-interest of the Registrable 1,125,000 shares of Common Stock or the 1,250,000 Warrant Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares and type of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with demand within ten (10) days from the receipt of the Company’s receipt of such demandDemand Registration, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations with respect to the 1,125,000 shares of Common Stock and two (2) Demand Registrations with respect to the Warrant Securities under this Section 2.1.1 in respect of all Registrable Securities. In no event shall a registration statement that has been filed with respect to the Warrant Securities be declared effective until the Company has completed its initial Business Combination.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units Placement Warrants (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on after the earlier of January 1, 2006 or after (i) the date that of effectiveness of the Company’s registration statement on Form S-1 (File No. 333-127498) (the “Existing Registration Statement”), if the Company consummates shall receive a Business Combination with respect to the Private Units written request (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares“Demand Notice”) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest from an Investor holding at least 30% of the Registrable Securities, as Securities then outstanding (the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, “Initiating Investor”) for registration under the Securities 1933 Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”)) of all or part of its Registrable Securities but not less than 30% of the Registrable Securities then outstanding, then the Company shall, within 15 days of the receipt thereof, give written notice of such Demand Notice to each Investor. Any demand for Within 15 days after receiving such notice, each Investor may make a written request to the Company that any or all of the Investor’s Registrable Securities be included in the Demand Registration, which notice shall specify the number of shares to be so included. Subject to Section 2(e) hereof, the Company shall include in the Demand Registration (or in a separate Registration Statement filed concurrently therewith) all Registrable Securities with respect to which the Company has received a written request for inclusion therein within 15 days after the receipt by such Investor of the Company’s notice. Each Investor shall be permitted to withdraw all or part of the Investor’s Registrable Securities requested to be included in the Demand Registration at any time prior to the effective date of such Demand Registration without any liability for any registration expenses. The Demand Notice will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method(s) method of distribution thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 disposition thereof and the provisions set forth jurisdictions 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 Securitieswhich registration is reasonably desired.

Request for Registration. At any time and from time Subject to time Section 2.1 hereof, commencing on or after (i) the date that which is fourteen months after the Company consummates a Business Combination with respect to the Private Units (Operating Partnership's acquisition of each Option Interest or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable SecuritiesROFO Interest, as the case may beapplicable, held by the Investors, officers or directors Holders of the Company or their affiliates, or the transferees of the Investors, Registrable Securities may make a written demand, on no more than two occasions, request for registration under the Securities Act of all or part of its or their Registrable SecuritiesSecurities (a "Demand Registration"); provided, as that the case Company shall not be obligated to effect more than one Demand Registration in any twelve month period; and provided, further, that the number of shares of Registrable Securities proposed to be sold by the Holders making such written request shall have a Market Value of at least $5,000,000. Subject to the foregoing, the number of Demand Registrations which may be (a “Demand Registration”)made pursuant to this Section 2.2 shall be unlimited. Any demand for a Demand Registration shall such request will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method(s) method of distribution disposition thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with Within ten (10) days of the Company’s after receipt of such demandrequest, and each holder the Company will give written notice of such registration request to all other Holders of the Registrable Securities who wishes to and include in such registration all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify with respect to which the Company has received written requests for inclusion therein within fifteen twenty (1520) days Business Days after the receipt by the holder applicable Holder of the notice from Company's notice. Each such request will also specify the Companynumber of shares of Registrable Securities to be registered and the intended method of disposition thereof. Upon Unless the Holder or Holders of a majority of the Registrable Securities to be registered in such Demand Registration shall consent in writing, no other party, including the Company (but excluding another Holder of a Registrable Security), shall be permitted to offer securities under any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities Warrants or (ii) three months prior to the Release Date with respect to all other Registrable Securities, but prior to the five-year anniversary of the effective date of the Company’s Form S-1 Registration Statement (File No. 333-251048) (the “Effective Date”), the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the InvestorsInitial Shares, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Warrants or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Sharesshares of Common Stock), Over-Allotment Units (or underlying Ordinary Sharesshares of Common Stock) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”” ). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with within ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after the date that is (i) the date that after the Company consummates a Business Combination business combination with respect to the Private Units Insider Securities (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Sharessecurities) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesSecurities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of a majority-in-interest of the such Insider Securities (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Insider Securities (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities Warrants or (ii) three months prior to the Release Date with respect to all other Registrable Securities, but prior to the five-year anniversary of the effective date of the Company’s Form S-1 Registration Statement (File No. 333-[●]) (the “Effective Date”), the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the InvestorsInitial Shares, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Warrants or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two one (21) Demand Registrations Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after four (i4) months following the date that consummation of the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesClosing, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Securities Then Outstanding may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their the Registrable Securities, as the case may be Securities held by such holders (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon receiving the written request for a Demand Registration under this Section 2.1.1, the Company shall use commercially reasonable efforts to file the initial draft of the Registration Statement with respect to such Demand Registration with the Commission no later than two (2) months following the date on which it receives the written request for such Demand Registration. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities Warrants or (ii) three months prior to the Release Date with respect to all other Registrable Securities, but prior to the five-year anniversary of the effective date of the Company’s Form S-1 Registration Statement (File No. 333-236466) (the “Effective Date”), the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the InvestorsInitial Shares, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Warrants or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities Warrants or (ii) three months prior to the Release Date with respect to all other Registrable Securities, but prior to the five-year anniversary of the effective date of the Company’s Form S-1 Registration Statement (File No. 333-[•]) (the “Effective Date”), the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the InvestorsInitial Shares, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Warrants or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) Warrants and Working Capital Loan Securities Warrants, or (ii) three (3) months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the such Founder Shares, Private Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Founder Shares, Private Warrants, Working Capital Warrants or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At Subject to the provisions of Section 3.2 hereof, the Required Holders of Registrable Securities may request at any time and from time to time on or after (i) following the date that is six (6) months after the Company consummates closing of an underwritten initial public offering on a Business Combination with respect "firm commitment" basis pursuant to an effective registration statement (other than on Forms S-4 or S-8 or any successor forms thereto) filed pursuant to the Private Units Securities Act of 1933, as amended, or series of such public offerings (whether related or underlying Ordinary Sharesunrelated), Over-Allotment Units (or underlying Ordinary Shares) covering the offer and Working Capital Loan Securities or (ii) three months prior to sale of Common Stock for the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors account of the Company in which the Company actually receives aggregate cash proceeds equal to or their affiliatesgreater than $25,000,000 (after deducting underwriters' discounts and commissions and other offering expenses), or a registration by the transferees of the Investors, may make a written demand, on no more than two occasions, for registration under the Securities Act Company of all or part of their such Required Holders' Registrable Securities, as Securities (but not less than the case may be Required Amount) (a “"Demand Registration”"). Any demand Within twenty (20) days after receipt of such request, the Company will serve written notice of such registration request to all Holders of Registrable Securities and will, subject to the provisions of Section 3.2 hereof, use its best efforts to effect such registration and shall include in such registration and offering all Registrable Securities with respect to which the Company has received written requests for a Demand Registration shall inclusion therein within fifteen (15) business days after the receipt by the applicable Holder of the Company's notice. All requests made pursuant to this Section 3.1 will specify the number of shares of Registrable Securities proposed to be sold registered and will also specify the intended method(s) method of distribution disposition thereof. The Company will notify, in writing, all ; provided that such method of disposition shall be an underwritten offering if requested by the holders of a majority of the Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes requested to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities be included in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time following the earlier to time on or after occur of ------------------------ (i) the date that closing of the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities Financing Transaction or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesNovember 30, 2002, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Securities may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “"Demand Registration”"), provided that in no event shall there be any sale of Registrable Securities for which a Demand Registration was requested prior to January 1, 2001. Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “"Demanding Holder”") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 2.2(d) and the provisions provisos set forth in Section 3.1.13.1(a). The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities2.2(a).

Request for Registration. At Subject to the provisions of subsection 2.1.4 and subsection 3.1.1 hereof, at any time and from time to time on or after (i) the date that the Company consummates a the Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months but prior to the Release Date with respect to all other Registrable Securitiesfive-year anniversary of the effective date of the Company’s Form S-1 Registration Statement (File No. 333-264314) (the “Effective Date”), (a) the holders of a majority of the Warrants, (b) the holders of a majority of the Rights and (c) the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the InvestorsInitial Shares and Private Shares, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their the Private Warrants, Private Rights or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after the date that is (i) the date that after the Company consummates a Business Combination business combination with respect to the Private Insider Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary SharesShares and/or warrants) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesSecurities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of a majority-in-interest of the such Insider Units (or underlying Ordinary Shares and/or warrants) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Insider Units (or underlying Ordinary Shares and/or warrants) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) time, subject to compliance by the date Investors with Section 3.4, and provided that there is not an effective Resale Shelf Registration Statement available for the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest resale of the Registrable SecuritiesSecurities pursuant to Section 2.1, as Investors who hold a majority of the case may be, Registrable Securities held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, all Investors may make a written demand, on no more than two occasions, demand for registration Registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form S-1 or any similar long-form Registration or, if then available, on Form S-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as the case may be (a “Demand Registration”). .” Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all Investors that are holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen twenty (1520) calendar days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 2.2.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated pursuant to this Agreement to effect more than an aggregate of two one (21) Demand Registrations under this Registration during any six-month period or any Demand Registration at any time there is an effective Resale Shelf Registration Statement on file with the Commission pursuant to Section 2.1.1 in respect of all Registrable Securities2.1.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination Combination, with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities Sponsors’ 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 the such Sponsors’ Shares or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Sponsors’ Shares or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, notify all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Sharessecurities), Over-Allotment Units (or underlying Ordinary Sharessecurities) and Working Capital Loan Securities (or underlying securities), or (ii) three months prior to the Release Date with respect to all other Registrable Securitiesdate the insider shares are released from lock-up, (a) the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, on no more than three occasions, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify, in writing, all holders of Registrable Securities of the demand, with within ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company in writing within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions provisos set forth in Section 3.1.1. 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) time, the date that Holders of Series G Preferred Stock, Warrants, Conversion Shares, Dividend Shares and/or Warrant Shares representing not less than 15% of the Company consummates a Business Combination with respect to the Private Units aggregate number of Registrable Securities (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to such lesser amount if the Release Date with respect request relates to all other remaining Registrable Securities, ) (the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, "Demand Party") may make a four written demand, on no more than two occasions, requests for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “"Demand Registration”"); provided that no transferee of the Purchaser or of any such transferee shall be permitted to request a registration pursuant to this Section 2(a) unless the right to make such a request was transferred by the Purchaser (or any transferee) to such transferee. Any demand for a such request will specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 30 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) method of distribution disposition thereof. The Company will notify, in writing, all holders of Registrable Securities of the Upon a demand, with ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.will: