Common use of Request for Registration Clause in Contracts

Request for Registration. Subject to the provisions of subsection 2.01(d) and Section 2.04 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.4 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in interest of the then-then outstanding number of Registrable Securities, excluding Registrable Securities held owned by FL Co-Investment either (i) MIHI (the “Macquarie Demanding Holders”) or (ii) the Terrapin Founders (the “Terrapin Demanding Holders” and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such collectively with the Macquarie Demanding Holders, as applicable, the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations for each of the Macquarie Demanding Holders and the Terrapin Demanding Holders pursuant to a Demand Registration under this subsection 2.01(a) 2.1.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 S-1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.4 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners or their Permitted Transferees (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicablecollectively, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten three (103) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) 2.1.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 S-1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement. Notwithstanding the provisions set forth herein, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities held by ▇. ▇▇▇▇▇ or its designees may only be exercised one (1) time and shall terminate on the fifth anniversary of the effective date of the Company’s Form S-1 Registration Statement (file no. 333-290905) (the “Effective Date”).

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.4 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date the Company consummates the initial Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority thirty percent (30%) in interest of the then-then outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, the Registration of all Registrable Securities requested by the Demanding Holder(s) and Requesting Holder(s) pursuant to such Demand Registration, including by filing a Registration Statement relating thereto as soon as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) 2.1.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 S-1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) subsections 2.1.4, 2.1.6 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combinationtime, either (i) FL Co-Investment and Intrepid Financial Partners one or more Holders (other than the Sponsor or its affiliates or transferees) or (ii) the Holders Sponsor or its affiliates or transferees, in either case of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding clause (i) or (ii) representing Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holderswith a total offering price reasonably expected to exceed, as applicablein the aggregate, the “Demanding Holders”) Minimum Demand Threshold, may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”) and such persons making such written demand, the “Demanding Holders”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an (x) aggregate of three (3) Registrations pursuant to a Demand Registration initiated by one or more Holders (other than the Sponsor or its affiliates or transferees) and (y) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Sponsor or its affiliates or transferees, in each case under this subsection 2.01(a) 2.1.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 S-1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration. For the avoidance of doubt, each of (i) the holders of a majority-in-interest of the Registrable Securities held by the Holders and (ii) the Sponsor shall be permitted to exercise a Demand Registration pursuant to this subsection 2.1.1 with respect to their Registrable Securities.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.4 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within [ten (10) days days] of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within [five (5) )] days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-[forty five (45) )] days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) 2.1.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 S-1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.4 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners or their Permitted Transferees (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicablecollectively, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten three (103) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) 2.1.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 S-1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.4 and Section 2.04 2.4 hereof, at any time and from time to time on or after following the date the Company consummates the Business CombinationEffective Time (but subject to Article V), (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of Key Seller Stockholders holding at least a majority in majority-in-interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners all Key Seller Stockholders, or (FL Co-Investment and Intrepid Financial Partners ii) the Sponsor (such Key Seller Stockholders or such Holdersthe Sponsor, as applicablethe case may be, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable SecuritiesSecurities on Form S-3 (or, if Form S-3 is not available to be used by the Company at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Demand Requesting Holder(s) to the Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five sixty (4560) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of (i) three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration 2.1.1 initiated by FL Co-Investment and Intrepid Financial PartnersKey Seller Stockholders, which shall be governed by Section 3.06, and or (ii) that one (1) Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested under this subsection 2.1.1 initiated by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this AgreementSponsor.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.4 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) FL Cothe Holders of a majority-Investment and Intrepid Financial Partners in-interest of the then outstanding number of Registrable Securities held by the Initial Stockholders, officers or directors of the Company or their affiliates, or the transferees of the Initial Stockholders, or (ii) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners Cantor or its designees (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) ), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effectshall, as soon thereafter as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the Demand Registration, the file a Registration of Statement on Form S-1 or any similar long-form registration statement that may be available at that time (“Form S-1”) with respect to all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such the Demand Registration, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter; provided, however, that the Company may use a Registration Statement on Form S-3 or any successor form thereto if the Company would qualify to use such form within 30 days after the date on which the initial demand request is given and the Company shall not be required to file such Registration Statement until it is so qualified. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) 2.1.1 with respect to any or all Registrable Securities, including the one (1) Demand Registration on behalf of Cantor; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) Registration Statement has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Demand Registration have been sold, sold in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) and Section 2.04 2.1.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination(but subject to Article V), each of (i) FL Co-Investment and Intrepid Financial Partners the CBRG Sponsor or (ii) the Holders of Company Shareholders holding at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners all Company Shareholders (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicablethe case may be, the “Demanding Holders”) ), may make a written demand for Registration of all or part of their Registrable SecuritiesSecurities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company HoldCo shall, within ten forty-five (1045) days of the CompanyHoldCo’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify the CompanyHoldCo, in writing, within five (5) days after the receipt by the Holder of the notice from the CompanyHoldCo. Upon receipt by the Company HoldCo of any such written notification from a Demand Requesting Holder(s) to the CompanyHoldCo, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company HoldCo shall effect, as soon thereafter as practicable, but not more than forty-five thirty (4530) days immediately after the CompanyHoldCo’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration. Under ; provided, that HoldCo shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no circumstances event shall the Company HoldCo be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration demand registrations under this subsection 2.01(a) with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this Agreementsection.

Request for Registration. Subject to the provisions of subsection 2.01(d) and Section 2.04 2.1.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combinationhereof, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the New Holders of holding at least a majority in interest of the then-then issued and outstanding number of Registrable Securities, excluding Securities held by all New Holders or (ii) Original Holders holding at least a majority in interest of the then issued and outstanding number of Registrable Securities held by FL Co-Investment and Intrepid Financial Partners all Original Holders (FL Co-Investment and Intrepid Financial Partners such New Holders or such Original Holders, as applicablethe case may be, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten five (105) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five three (53) business days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) Section 2.1.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 F-1 or any similar long-form registration statement that may be available at such time (“Form S-1F-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 F-1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration; provided, further, that to the extent that at least two (2) Registrations have been effected prior to the issuance of the Earnout Shares pursuant to the Business Combination Agreement, the New Holders shall have the right to demand a further two (2) Registrations in order to effect the Registration of the Earnout Shares.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.2.4 and Section 2.04 hereof, at any time 2.4 hereof and from time to time on or after the date provided that the Company consummates the Business Combinationdoes not have an effective Registration Statement pursuant to subsection 2.1.1 covering Registrable Securities, (i) FL Co-Investment and Intrepid Financial Partners or (iia) the Sponsor Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Securities held by the Sponsor Holders or (b) the Legacy Airspan Holders of at least a majority of the Registrable Securities held by FL Co-Investment and Intrepid Financial Partners the Legacy Airspan Holders (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) ), in each case, may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effectfile, as soon thereafter as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the Demand Registration, a Form S-3 Shelf or, if Form S-3 is not then available to the Registration of Company, a Form S-1 Shelf covering all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand RegistrationRegistration and shall use reasonable best efforts to cause such Registration Statement to become effective as promptly as practicable after filing. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Registrations pursuant to a Demand Registration by the Sponsor Holders under this subsection 2.01(a) 2.2.1 with respect to any or all Registrable SecuritiesSecurities held by such Sponsor Holders or (y) more than an aggregate of three (3) Registrations pursuant to a Demand Registration by the Legacy Airspan Holders under this subsection 2.2.1 with respect to any or all Registrable Securities held by such Legacy Airspan Holders; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) Registration Statement has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.4 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination(but subject to Article V), (i) FL Co-Investment and Intrepid Financial Partners Amber GT or (ii) the Perceptive Holders of holding at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners all Perceptive Holders (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicablethe case may be, the “Demanding Holders”) ), may make a written demand for Registration of all or part of their Registrable SecuritiesSecurities on Form S-3 (or, if Form S-3 is not available to be used by the Company at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Demand Requesting Holder(s) to the Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five thirty (4530) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration. Under no circumstances shall ; provided, that the Company shall not be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand any Registration under this subsection 2.01(a) with respect 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the sell Registrable Securities requested by the Requesting Holders to be registered on behalf with aggregate proceeds of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this Agreementless than $25,000,000.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.4 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date the Company consummates the an initial Business Combination, (i) FL ASA Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, Securities (excluding Registrable Securities held by FL ASA Co-Investment and Intrepid Financial Partners its Permitted Transferees) (FL ASA Co-Investment and Intrepid Financial Partners or such Holders, as applicablethe case may be, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) 2.1.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL ASA Co-Investment and Intrepid Financial PartnersInvestment, which shall be governed by Section 3.063.6, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 S-1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.4 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) FL Cothe Holders of a majority-Investment and Intrepid Financial Partners in-interest of the then outstanding number of Registrable Securities held by the Sponsor, officers or directors of the Company or their affiliates, or the transferees of the foregoing, or (ii) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners Cantor or its designees (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) ), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effectshall, as soon thereafter as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the Demand Registration, the file a Registration of Statement on Form S-1 or any similar long-form registration statement that may be available at that time (“Form S-1”) with respect to all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such the Demand Registration, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter; provided, however, that the Company may use a Registration Statement on Form S-3 or any successor form thereto if the Company would qualify to use such form within 30 days after the date on which the initial demand request is given and the Company shall not be required to file such Registration Statement until it is so qualified. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) 2.1.1 with respect to any or all Registrable Securities, including the one (1) Demand Registration on behalf of Cantor; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) Registration Statement has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Demand Registration have been sold, sold in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.2.5 and Section 2.04 hereof, at any time Sections 2.4 and from time to time on or after the date 3.4 hereof and provided that the Company consummates the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners does not have an effective Registration Statement pursuant to subsection 2.1.1 or (ii) the Holders of at least a majority in interest of the then-outstanding number of subsection 2.1.2 covering Registrable Securities, excluding Registrable Securities held by FL Co-Investment (a) Thunder Bridge Sponsor and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holdersb) Monex, as applicable, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities on (i) Form F-1, or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities or (ii) if available, Form F-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 405 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly (but in any event within ten fifteen (1015) days of following the Company’s receipt of the a Demand Registration), notify, in writing, writing all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “DR Requesting Holder”) shall so notify the Company, in writing, within five three (53) business days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a DR Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such DR Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the DR Demanding Holders and DR Requesting Holders pursuant to such Demand Registration. Under no circumstances The Company shall the Company not be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration or a Shelf Underwritten Offering initiated by the Sponsor Parties under subsection 2.1.3 or this subsection 2.01(a) 2.2.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement Registration Statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the DR Demanding Holders and the DR Requesting Holders (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders) to be registered on behalf of the DR Demanding Holders and the DR Requesting Holders (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders) in such Form S‑1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.4 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners the Sponsors, officers or directors of the Company or their affiliates, or the transferees of the foregoing or (FL Co-Investment and Intrepid Financial Partners ii) BTIG and/or its designees or such Holders, as applicable, Permitted Transferees (the “Demanding Holders”) ), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) 2.1.1 with respect to any or all Registrable Securities; provided. Notwithstanding the foregoing sentence, however, that BTIG and/or its designees or Permitted Transferees shall be entitled to (i1) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial PartnersRegistration, which demand BTIG may make regardless of whether the Company has already effected an aggregate of three (3) Registrations and provided that the right to make such demand shall be governed by Section 3.06, and expire five years following the commencement of sales in the Company’s initial public offering of units (ii) that a the “IPO”). A Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 S-1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.2.4 hereof and Section 2.04 hereof, at any time and from time to time on or after the date provided that the Company consummates does not have an effective Registration Statement pursuant to subsection 2.1 outstanding covering the Business CombinationRegistrable Securities, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in majority-in-interest of the then-then outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners the Butterfly Holders or the Sponsor Group Holders (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) ), in each case, may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration, including by filing a Registration Statement relating thereto as soon as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) 2.1.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply a Registration pursuant to any a Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) 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 Registration Statement with respect to such time (“Form S-1”) Demand Registration has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders in and the Demanding Holders on such Form S‑1 Registration Statement have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.2.5 and Section 2.04 hereofSections 2.4 and 3.4 hereof and provided that Holdco does not have an effective Registration Statement pursuant to subsection 2.1.1 covering Registrable Securities, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of holding at least a majority in majority-in-interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities on (a) Form F-1, or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities or (b) if available, Form F-3, which in the case of either clause (a) or (b), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) methods of distribution thereof (such written demand a “Demand Registration”)) provided that such Holders reasonably expect to sell Registrable Securities yielding aggregate gross proceeds in excess of the Minimum Amount. The Company Holdco shall, within ten (10) business days of the Companyfollowing Holdco’s receipt of the a Demand Registration, notify, in writing, writing all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “DR Requesting Holder”) shall so notify the CompanyHoldco, in writing, within five (5) business days after the receipt by the Holder of the notice from Holdco. For the Companyavoidance of doubt, to the extent a DR Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such DR Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company Holdco of any such written notification from a DR Requesting Holder(s) Holder to the CompanyHoldco, subject to subsection 2.2.4 below, such DR Requesting Holder(s) Holder shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company Holdco shall effectfile, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the CompanyHoldco’s receipt of the Demand Registration, and Holdco shall use reasonable best efforts to effect the Registration of all Registrable Securities requested by the DR Demanding Holders and DR Requesting Holders pursuant to such Demand RegistrationRegistration as soon as practicable. Under no circumstances Holdco shall the Company not be obligated to effect more than (i) an aggregate of three (3) Registrations pursuant to a Demand Registration or a Shelf Underwritten Offering initiated by Sponsor, and (ii) an aggregate of three (3) Registrations pursuant to a Demand Registration or a Shelf Underwritten Offering initiated by Parent, in each case under subsection 2.1.3 or this subsection 2.01(a) 2.2.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement Registration Statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the DR Demanding Holders and the DR Requesting Holders (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders) to be registered on behalf of the DR Demanding Holders and the DR Requesting Holders (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders) in such Form S‑1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.4 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners the Sponsors, officers or directors of the Company or their affiliates, or the transferees of the foregoing or (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, ii) the Underwriters and/or their designees (the “Demanding Holders”) ), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Underwriters and/or their designees; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 S-1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) and Section 2.04 hereof, If at any time and from time to time on or after beginning at the date the Company consummates the Business Combination, earlier ------------------------ of (i) FL Co-Investment six months after the closing of a public offering by the Company of its Common Stock pursuant to a registration statement under the Securities Act and Intrepid Financial Partners or (ii) the Holders of at least a majority in interest fourth anniversary of the then-outstanding number date of Registrable Securitiesthis Agreement, excluding the Company shall receive from Initiating Holders a written request that the Company effect a registration with respect to Registrable Securities held by FL Co-Investment and Intrepid Financial Partners such Initiating Holders the Company will: (FL Co-Investment and Intrepid Financial Partners or i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such Holdersregistration (including, as applicablewithout limitation, the “Demanding Holders”execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may make be so requested and as would permit or facilitate the sale and distribution of the Registrable Securities requested to be registered by the Initiating Holders and by any Holder or Holders joining in such request as are specified in a written demand for Registration request given within 30 days after receipt of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by In the Company event that holders of any such written notification from a Requesting Holder(s) majority of the outstanding Registrable Securities elect to limit the Companynumber of Registrable Securities to be registered, such Requesting Holder(s) the number of shares that are included in the registration shall be entitled to have their allocated among all Holders of Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effectproportion, as soon thereafter nearly as practicable, but not more than forty-five (45) days immediately to the respective amounts of Registrable Securities held by each Holder at the time of the filing of the registration statement. The Company shall file a registration statement covering the Registrable Securities to be registered as soon as practicable after the Company’s receipt of the Demand Registration, request of the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable SecuritiesInitiating Holders; provided, however, that if the Company shall furnish to such Initiating Holders (iin the event of an underwritten offering) this limitation shall not apply a certificate signed by the representatives of the underwriters of the offering to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partnerswhich such registration statement relates, which shall be governed by Section 3.06, and (ii) to the effect that market conditions are such that a Registration delay in the filing of such registration statement is advisable (or, in the event of a non-underwritten offering, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company a delay in filing such registration statement is necessary in order to avoid a serious detriment to the Company), the Company shall have the right, exercisable on only one occasion in any twelve month period, to defer such filing for a period of not more than 120 days after receipt of the request of the Initiating Holders. The Company shall not be counted for obligated to effect, or to take any action to effect, any registration pursuant to this Section 5 after the Company has effected two such purposes unless a Form S-1 registrations pursuant to this Section 5 and such registrations have been declared or any similar long-form ordered effective by the Commission. Any registration statement that may be available at such time (“Form S-1”filed pursuant to this Section 5(a) has become effective and all may, subject to the provisions of Section 5(b) below, include securities of the Registrable Securities requested by Company being sold for the Requesting Holders to be registered on behalf account of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this AgreementCompany.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.4 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date that the Company consummates the completes a Business Combination, either Sponsor (ithe “Demanding Sponsor”) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in interest of the then-then issued and outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners such Demanding Sponsor or such Holders, as applicablethe case may be, the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written Securities (a “Demand Registration”). Any demand for a Demand Registration shall describe specify the amount and type number of securities Registrable Securities proposed to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”)thereof. The Company shall, will within ten (10) days of the Company’s receipt of the Demand Registration, notify, notify in writing, all other Holders of Registrable Securities of such the demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion including shares of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five ten (510) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.1.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Demand Registrations pursuant to a Demand Registration under this subsection 2.01(a) Section 2.1.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 S-1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to (a) As promptly as possible, and in any event within thirty (30) calendar days of the provisions of subsection 2.01(d) and Section 2.04 hereofClosing (the “Filing Deadline”), at any time and from time to time on or after the date the Company consummates shall file with the Business CombinationSEC a shelf Registration Statement pursuant to Rule 415 under the Securities Act or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”), relating (b) Notwithstanding the registration obligations set forth in this Section 2.1.1, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) FL Co-Investment inform each of the Holders thereof and Intrepid Financial Partners or use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the SEC and/or (ii) withdraw the Holders of at least Initial Registration Statement and file a majority new registration statement (a “New Registration Statement”), in interest of either case covering the then-outstanding maximum number of Registrable SecuritiesSecurities permitted to be registered by the SEC, excluding on Form S-3 or such other form available to register for resale the Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securitiessecondary offering; provided, however, that (i) this limitation shall not apply prior to any Demand filing such amendment or New Registration initiated by FL Co-Investment and Intrepid Financial PartnersStatement, which the Company shall be governed by Section 3.06, and (ii) that a Registration shall not be counted obligated to use its commercially reasonable efforts to advocate with the SEC for such purposes unless a Form S-1 or any similar long-form the registration statement that may be available at such time (“Form S-1”) has become effective and of all of the Registrable Securities. Notwithstanding any other provision of this Agreement, if the SEC limits the number of Registrable Securities requested by the Requesting Holders permitted to be registered on behalf a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the Requesting Holders in number of Registrable Securities to be registered on such Registration Statement will be reduced: first by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise); second by Registrable Securities represented by the Pre-Funded Warrant; and third by Registrable Securities represented by Shares. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by SEC, one or more registration statements on Form S‑1 S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration have been soldStatement, in accordance with Section 3.01 of this Agreementas amended, or the New Registration Statement.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.4 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners ▇▇▇▇▇ or (ii) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, Securities (excluding Registrable Securities held by FL Co-Investment ▇▇▇▇▇ and Intrepid Financial Partners its Permitted Transferees) (FL Co-Investment and Intrepid Financial Partners ▇▇▇▇▇ or such Holders, as applicablethe case may be, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) 2.1.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners▇▇▇▇▇ or its Permitted Transferees, which shall be governed by Section 3.063.6, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 S-1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.4 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date the Company consummates closed the Business CombinationTransaction, each Holder (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand demand, a “Demand Registration”). The Company shall, within ten five (105) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five ten (510) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effectshall, as soon thereafter as practicablesubject to Section 3.4 hereof, but not more than forty-five effect within fifteen (4515) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) 2.1.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 S‑1 or any similar long-form long‑form registration statement that may be available at such time (“Form S-1S‑1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.4 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) ), or Cantor and its permitted designees may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) 2.1.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 S-1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject As promptly as possible, and in any event within thirty (30) calendar days of the Closing (the “Filing Deadline”), the Company shall file with the SEC a shelf Registration Statement pursuant to Rule 415 under the Securities Act or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”), relating to the provisions offer and sale of subsection 2.01(d) and Section 2.04 hereof, at Registrable Securities by any time and Holders thereof from time to time on or after in accordance with the date the Company consummates the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders methods of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held distribution elected by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effectuse its reasonable best efforts to cause the Initial Registration Statement to promptly become effective under the Securities Act, as soon thereafter as practicableprovided, but not more than forty-five (45) days immediately after however, that the Company’s receipt Company shall be permitted to file a post- effective amendment or Prospectus supplement to any effective shelf Registration Statement in lieu of filing a new Registration Statement to the Demand Registrationextent the Company determines, and the Registration of all Holders agree, that the Registrable Securities requested may be sold thereunder by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationtheir intended plan of distribution. Under no circumstances shall Notwithstanding the registration obligations set forth in this Section 3.1.1, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be obligated registered for resale as a secondary offering on a single registration statement, the Company agrees to effect more than an aggregate promptly (i) inform each of three the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the SEC and/or (3ii) Registrations pursuant withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securitiessecondary offering; provided, however, that (i) this limitation shall not apply prior to any Demand filing such amendment or New Registration initiated by FL Co-Investment and Intrepid Financial PartnersStatement, which the Company shall be governed by Section 3.06, and (ii) that a Registration shall not be counted obligated to use its commercially reasonable efforts to advocate with the SEC for such purposes unless a Form S-1 or any similar long-form the registration statement that may be available at such time (“Form S-1”) has become effective and of all of the Registrable Securities. Notwithstanding any other provision of this Agreement, if the SEC limits the number of Registrable Securities requested by the Requesting Holders permitted to be registered on behalf a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced: first by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise); second by Registrable Securities represented by the Pre-Funded Warrant; and third by Registrable Securities represented by ▇▇▇▇▇▇. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by SEC, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement. As promptly as possible, and in any event within thirty (30) calendar days of the Requesting issuance of any Pre-Funded Warrant pursuant to Section 6.9 of the Purchase Agreement, the Company shall file with the SEC a shelf Registration Statement pursuant to Rule 415 under the Securities Act or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders in may reasonably specify (an “Additional Registration Statement”), relating to the offer and sale of Registrable Securities underlying such Form S‑1 Registration have been sold, Pre-Funded Warrant by any Holders thereof from time to time in accordance with the methods of distribution elected by such Holders, and the Company shall use its reasonable best efforts to cause the Additional Registration Statement to promptly become effective under the Securities Act, provided, however, that the Company shall be permitted to file a post-effective amendment or Prospectus supplement to any effective shelf Registration Statement in lieu of filing an Additional Registration Statement to the extent the Company determines, and the Holders agree, that the Registrable Securities may be sold thereunder by the Holders pursuant to their intended plan of distribution. Continued Effectiveness. The Company shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act in order to permit the Prospectus forming part of the Registration Statement to be usable by Holders until the date as of which no Holder holds Registrable Securities (such period of effectiveness, the “Effectiveness Period”). Subject to Section 3.01 3.1.3, the Company shall be deemed not to have used its reasonable best efforts to keep the Registration Statement effective during the Effectiveness Period if the Company voluntarily takes any action or omits to take any action that would result in Holders of this Agreement.the Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Registration Statement during the Effectiveness Period, unless such action or omission is required by applicable law. Suspension of Registration. If the continued use of such Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Registration Statement (a “Suspension”); provided, however, that the Company shall not be permitted to exercise a Suspension more than one time during any twelve (12)-month period for a period not to exceed sixty (60) days. In the case of a Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall

Request for Registration. Subject to the provisions of subsection 2.01(d) and Section 2.04 2.1.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combinationhereof, (i) FL Co-Investment and Intrepid Financial Partners each New Holder or (ii) the Original Holders of holding at least a majority in interest of the then-then issued and outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners all Original Holders (FL Co-Investment and Intrepid Financial Partners such New Holders or such Original Holders, as applicablethe case may be, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable SecuritiesSecurities on Form F-3 (or, if Form F-3 is not available to be used by the Company at such time, on Form F-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five three (53) days Business Days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) Section 2.1.1 with respect to any or all Registrable SecuritiesSecurities (provided that ADSH and Bosch shall each be entitled to initiate no less than one Demand Registration under this Section 2.1.1); provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration registration statement have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) and Section 2.04 2.1.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combinationhereof, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten twenty (1020) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five three (53) business days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three one (31) Registrations Registration pursuant to a Demand Registration in any six (6) month period under this subsection 2.01(a) Section 2.1.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 F-1 or any similar long-form registration statement that may be available at such time (“Long Form S-1Registration”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Long Form S‑1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement. Each Holder agrees that such Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of the Company or until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) and Section 2.04 hereofDuring such time when there is no effective Resale Shelf Registration Statement, at any time time, and from time to time on or after the date the Company consummates the Business CombinationMerger Effective Time, if any, (i) FL Co-Investment and Intrepid Financial Partners the SPAC Holders who hold at least twenty per cent (20%) of the Registrable Securities held by all SPAC Holders or (ii) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such HoldersCompany Holder, as applicablethe case may be, the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form F-1 or any similar, which written long-form Registration or, if then available, on Form F-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as a “Demand Registration.” Any demand for a Demand Registration shall describe specify the amount and type number of securities shares of Registrable Securities proposed to be included in such Registration sold and the intended method(s) of distribution thereof (such written demand a “Demand Registration”)thereof. The Company shallwill, within ten (10) days Business Days of the Company’s its receipt of the Demand Registration, notify, in writing, notify all other Holders that are Holders of Registrable Securities of such the demand, and each such Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a the Demand Registration (each such Holder that includes all or a portion including shares of such Holder’s Registrable Securities in such Registrationregistration, a “Requesting Demanding Holder”) shall so notify the Company, in writing, Company within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, such Requesting Holder(s) Demanding Holders shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.2.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect: (a) more than one (1) Demand Registration during any twelve (12)-month period; or (b) more than four (4) Underwritten Demand Registrations in respect of all Registrable Securities requested Securities, in the aggregate, held by the Demanding Holders and Requesting Holders Holders, provided that if the Registrable Securities sought to be included in the Registration pursuant to this Section 2.2.1 are not fully included in such Demand Registration. Under no circumstances shall Registration solely due to the Company be obligated to effect more than an aggregate action or inaction of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securities; providedthe Company, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a then such Registration shall not be counted for such purposes unless deemed to constitute a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders Demand Registration pursuant to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with this Section 3.01 of this Agreement2.2.1.

Request for Registration. Subject to the provisions of subsection 2.01(d) and Section 2.04 hereof, at any time and from time to time Commencing on or after the date that is one year after the Company consummates Effective Date, and provided there is not an effective Resale Shelf Registration Statement available for the Business Combinationresale of the Registrable Securities pursuant to Section 2.1(a) in the intended method of disposition, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) may make a written demand request for Registration registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof Securities (such written demand a “Demand Registration”). The ; provided, that the Company shallshall not be obligated to effect more than one Demand Registration in any twelve month period and not more than four total Demand Registrations, within ten and provided, further, that Holders making such written request shall propose the sale of at least 500,000 shares of Registrable Securities (10such number to be adjusted successively in the event the Company effects any share split, share consideration or recapitalization after the date hereof) days or such lesser number of Registrable Securities if such lesser number is all of the Company’s Registrable Securities owned by the Holders. Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect a Demand Registration within 90 days after the closing of any underwritten offering in which the requesting Holder had the right to include up to 25% or more of the Registrable Securities so requested to be registered. Any such request will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Within 10 days after receipt of such request, the Demand Registration, notify, in writing, Company will give written notice of such registration request to all other Holders of Registrable Securities of and include in such demand, and each Holder of registration all such Registrable Securities who thereafter wishes with respect to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify which the Company, in writing, Company has received written requests for inclusion therein within five (5) days 10 Business Days after the receipt by the applicable Holder of the notice from Company’s notice. Each such request will also specify the Company. Upon receipt by the Company number of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their shares of Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf and the intended method of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this Agreementdisposition thereof.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.2.4 and Section 2.04 hereof3.4, at any time and from time to time on or after following the date the Company consummates the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicablethis Agreement, the “Demanding Holders”) Holder may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders the Holder of Registrable Securities of such demand, and each the Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a such Demand Registration (each such the Holder that includes wishes to include all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the such Requesting Holder of the Demand Registration notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) Holder to the Company, such Requesting Holder(s) Holder shall be entitled to have their Registrable Securities included in a Registration Statement pursuant to a such Demand Registration and the Company shall effect, as soon thereafter as practicable, but not in no event more than forty-five thirty (4530) calendar days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders Holder and Requesting Holders Holder pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered 2.2.1 on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this AgreementHolder.

Request for Registration. Subject to the provisions of subsection 2.01(d) subsections 2.1.4, 2.3.1 and Section 2.04 2.4 hereof, at any time and from time to time on time, one or after the date the Company consummates the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the more Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Securities (x) constituting at least thirty percent (30%) of the Registrable Securities held by FL Co-Investment then outstanding and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holdersy) having a total offering price (before deduction of underwriting discounts) reasonably expected to exceed, as applicable, in the aggregate $50 million (the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof separate from a Shelf Registration or Underwritten Shelf Takedown (such written demand a “Demand Registration”). The Company shall, within ten five (105) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five two (52) business days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three two (32) Registrations pursuant to a Demand Registration under this subsection 2.01(a) 2.1.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Registration Statement on Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all at least fifty percent (50%) of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 S-1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement. Notwithstanding anything to the contrary herein, to the extent there is an active Form S-3 Shelf covering a Holder’s or Holders’ Registrable Securities, this subsection 2.1.1 shall be inapplicable and any request by such Holder or Holders to conduct an Underwritten Offering shall follow the procedures of subsection 2.3.4 herein and shall be counted as an Underwritten Shelf Takedown.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.2.4 and Section 2.04 hereof3.4, at any time and from time to time on or after following the date the Company consummates the Business CombinationClosing, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “any Demanding Holders”) Holder may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a such Demand Registration (each such Holder that includes wishes to include all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the such Requesting Holder of the Demand Registration notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration Statement pursuant to a such Demand Registration and the Company shall effect, as soon thereafter as practicable, but not in no event more than forty-five thirty (4530) calendar days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than (i) an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment 2.2.1 in the aggregate on behalf of the Sponsor and Intrepid Financial Partners, which shall be governed by Section 3.06, the ▇▇▇▇ Insiders and (ii) that an aggregate of three (3) Registrations pursuant to a Demand Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered under this subsection 2.2.1 on behalf of the Requesting Holders NKGen Insiders, and the Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this Agreementany twelve-month period.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.4 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in interest of the then-then outstanding number of Registrable SecuritiesSecurities owned by either (i) MIHI (the “Macquarie Demanding Holders”), excluding Registrable Securities held by FL Co-Investment (ii) the Hydra Sponsor or (iii) M▇. ▇▇▇▇ (collectively with the Hydra Sponsor, the “Hydra Demanding Holders” and Intrepid Financial Partners (FL Co-Investment collectively with the Hydra Sponsor and Intrepid Financial Partners or such the Macquarie Demanding Holders, as applicable, the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations for each of the Macquarie Demanding Holders and the Hydra Demanding Holders pursuant to a Demand Registration under this subsection 2.01(a) 2.1.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 S-1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.4 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in majority-in-interest of the then-then outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners the Sponsor, officers or directors of the Company or their affiliates, or the transferees of the foregoing, (FL Co-Investment and Intrepid Financial Partners ii) Cantor or such Holdersits designees, as applicable, or (iii) CCM or its designees (the “"Demanding Holders”) "), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “"Demand Registration”"). The Company shall, within ten (10) days of the Company’s 's receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s 's Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s 's Registrable Securities in such Registration, a “"Requesting Holder”") shall so notify the Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effectshall, as soon thereafter as practicable, but not more than forty-forty five (45) days immediately after the Company’s 's receipt of the Demand Registration, the file a Registration of Statement on Form S-1 or any similar long-form registration statement that may be available at that time ("Form S-1") with respect to all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such the Demand Registration, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter; provided, however, that the Company may use a Registration Statement on Form S-3 or any successor form thereto if the Company would qualify to use such form within 30 days after the date on which the initial demand request is given and the Company shall not be required to file such Registration Statement until it is so qualified. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) 2.1.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) Registration Statement has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Demand Registration have been sold, sold in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.4 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners the Sponsors, officers or directors of the Company or their affiliates, or the transferees of the foregoing or (FL Co-Investment and Intrepid Financial Partners ii) CCM and/or its designees or such Holders, as applicable, Permitted Transferees (the “Demanding Holders”) ), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) 2.1.1 with respect to any or all Registrable Securities; provided. Notwithstanding the foregoing sentence, however, that CCM and/or its designees or Permitted Transferees shall be entitled to (i1) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial PartnersRegistration, which demand BTIG may make regardless of whether the Company has already effected an aggregate of three (3) Registrations and provided that the right to make such demand shall be governed by Section 3.06, and expire five years following the commencement of sales in the Company’s initial public offering of units (ii) that a the “IPO”). A Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 S-1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject Each Holder shall have the right to the provisions of subsection 2.01(d) and Section 2.04 hereof, at any time and from time to time on or after the date cause the Company consummates to file under the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least Securities Act a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities registration statement with respect to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in the Company (or, if the registering entity is an entity other than the Company, a Registration pursuant to a Demand Registration (each such Holder that includes number of registrable securities representing all or a portion of such Holder’s Registrable Securities indirect interests in such Registrationregistering entity and upon the effectiveness of such registration statement, if such Holder’s Shares have not previously been exchanged for such registrable securities, to effect such exchange in accordance with the terms of the Agreement) (a “Requesting HolderDemand Registration”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any and to use commercially reasonable best efforts to cause such written notification from a Requesting Holder(s) registration statement to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securitiesbecome effective; provided, however, that (i) this limitation no Holder shall not apply be entitled to any effect a Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, more than twice and (ii) that a Registration the Company shall not be counted required to file and cause to become effective more than two (2) registration statements in any twelve (12) month period. If the Company furnishes to the Holder or Holders requesting a registration statement pursuant to this Section 3(a) a certificate signed by the Chief Executive Officer or President of the Company within thirty (30) days of receipt of the Demand Registration stating that, (i) in the good faith judgment of the Board, a material acquisition or disposition by the Company is being negotiated or has been publicly announced or that such registration statement would have a material detrimental effect on the Company, then the Company shall have the right to defer such filing for such purposes unless a period of not more than ninety (90) days after the receipt of the Demand Registration or (ii) the Company has on file or has current plans (which will be diligently pursued) to file another registration statement with the Commission, other than a Form S-1 S-8 relating to employee shares or any similar long-form stock options, then the Company shall have the right to defer the filing of the registration statement for a period of not more than one hundred and eighty (180) days after the receipt of the Demand Registration; provided, however, that the Company may not utilize these deferral rights more than once in any twelve (12) month period. Unless the Company shall elect to defer the Demand Registration as provided in the previous sentence, upon such receipt of such Demand Registration, the Company shall within ten (10) business days after receipt of such request, give written notice of such request to all other Holders, if applicable, and will include in such registration all Registrable Securities with respect to which the Company receives written requests for inclusion therein within thirty (30) business days after it gives the Notice to the applicable Holders subject to paragraph (b) below. Unless the Holder (or a majority interest of the Holders, if applicable) demanding the Demand Registration shall agree in writing, no other party, including the Company (but excluding another Holder, if applicable), shall be available at permitted to offer securities under any such time (“Form S-1”) has become Demand Registration. Each Holder agrees that if the Company determines that there are material developments which the Company determines require the filing of a post-effective amendment to the Registration Statement, then each Holder agrees to refrain from selling any Registrable Securities until the post-effective amendment is declared effective. The Company agrees to file and attempt to have declared effective such post-effective amendment as soon as reasonably practical. Except as set forth in Section 8, the Company shall not be deemed to have effected a Demand Registration unless and until such Demand Registration is declared effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration thereunder have been sold, in accordance with sold pursuant thereto. Any such Registration Statement shall be subject to piggyback rights as described under Section 3.01 of this Agreement5 below.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.4 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners the Sponsors, officers or directors of the Company or their affiliates, or the transferees of the foregoing or (FL Co-Investment and Intrepid Financial Partners ii) Clear Street and/or its designees or such Holders, as applicable, Permitted Transferees (the “Demanding Holders”) ), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) 2.1.1 with respect to any or all Registrable Securities; provided. Notwithstanding the foregoing sentence, however, that Clear Street and/or its designees or Permitted Transferees shall be entitled to (i1) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial PartnersRegistration, which demand BTIG may make regardless of whether the Company has already effected an aggregate of three (3) Registrations and provided that the right to make such demand shall be governed by Section 3.06, and expire five years following the commencement of sales in the Company’s initial public offering of units (ii) that a the “IPO”). A Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 S-1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.5 and Section 2.04 2.4 hereof, at any time and from time to time on or after following the date the Company consummates the Business CombinationLock-Up Period applicable to any Holder under Article V hereof, (i) FL Co-Investment and Intrepid Financial Partners the Sponsor or (ii) the New Holders of holding at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment all New Holders at such time (such Holders described in clauses (i) and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicableii), the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable SecuritiesSecurities on Form F-3 (or, if Form F-3 is not available to be used by the Company at such time, on Form F-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders) (or, if the Company is not a foreign private issuer, Form S-3) (or, if Form S-3 is not available to be used by the Company at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Holders making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act (a “Resale Shelf Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each such Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Demand Requesting Holder(s) to the Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more in any event no later than forty-five one hundred and twenty (45120) days immediately after from the date of the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate the following number of three (3) Registrations per Holder or Holders pursuant to a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securities; provided, however, that Section 2.1.1: (i) this limitation shall not apply to any Demand Registration initiated for the Sponsor, two (2) Registrations; or (iii) for the New Holders, acting by FL Co-Investment and Intrepid Financial Partnersa majority in interest, which shall be governed by Section 3.06, and two (ii2) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this AgreementRegistrations.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.5 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) to the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding extent that any Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, are not registered pursuant to the “Shelf Registration a Demanding Holders”) Holder may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten three (103) days Business Days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Registration Requesting Holder”) shall so notify the Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a one or more Demand Registration Requesting Holder(s) to the Company, such Demand Registration Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Registration Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations in the aggregate pursuant to a Demand Registration Registrations under this subsection 2.01(a) 2.1.2, with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders and Demand Registration Requesting Holders to be registered on behalf of the Demanding Holders and Demand Registration Requesting Holders (subject to subsection 2.1.5) in such Form S‑1 S-1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement. A majority-in-interest of the Demanding Holders initiating a Demand Registration, pursuant to a Registration under this subsection 2.1.2 shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.4 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combinationtime, any of (i) FL Co-Investment and Intrepid Financial Partners the BC Holder, (ii) the Medina Holder, (iii) the Sponsor Holder, or (iiiv) the Holders of at least a majority 20% in interest of the then-outstanding number of Registrable SecuritiesSecurities (together with the Sponsor Holder, excluding Registrable Securities held by FL Co-Investment BC Holder and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicablethe Medina Holder, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days Business Days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) 2.1.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration S-1 have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.4 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date the Company consummates the initial Business Combination, (i) FL Co-Investment and Intrepid Financial Partners the Sponsor or its Permitted Transferees or (ii) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners Representative or its Permitted Transferees (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicablecollectively, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten five (105) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect(i) file a Registration Statement in respect of all Registrable Securities requested by the Sponsor, as soon thereafter as practicablethe Representative and Requesting Holder(s) pursuant to such Demand Registration, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, and (ii) shall effect the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationregistration thereof as soon as practicable thereafter. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its Permitted Transferees; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 S-1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement.; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration..

Request for Registration. Subject to the provisions of subsection 2.01(d) and Section 2.04 hereof, at any time and from time to time Commencing on or after the date which is sixteen (16) months after the Company consummates consummation date of the Business CombinationInitial Public Offering, the Cambay Holders and the GIP Holders may each make one written request (i) FL Co-Investment and Intrepid Financial Partners or (ii) the to be executed by Holders of at least owning a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners of the Cambay Holders or such GIP Holders, as applicable, the “Demanding Holders”case may be) may make a written demand for Registration registration under the Securities Act of all or part of its or their Registrable SecuritiesSecurities (a “Major Holder Demand Registration”); provided, which however, that the right to request a Major Holder Demand Registration shall lapse as to such group of Holders if the Cambay Holders or the GIP Holders, as the case may be, cease to own Registrable Securities in an amount in excess of 7.5% of the Common Stock of the Company, calculated in accordance with the methodology for calculating the percentage ownership of a Person for purposes of the Ownership Limit pursuant to Article VI of the Company’s Articles of Incorporation. In addition, in the event that the Company fails to file, or if filed fails to maintain the effectiveness of, a Shelf Registration Statement, Holders of Registrable Securities may make a written demand shall describe request for registration under the amount Securities Act of all or part of its or their Registrable Securities (a “Default Demand Registration,” and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand together with a Major Holder Demand Registration, a “Demand Registration”); provided, that if and so long as a Shelf Registration Statement is on file and effective, then the Company shall have no obligation to effect a Default Demand Registration; and provided, further, that the number of shares of Registrable Securities proposed to be sold by the Holders making such written request for a Default Demand Registration shall have a Market Value of at least $10 million on the date of such demand. The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate one Demand Registration in any twelve-month period. Subject to the foregoing, the number of three (3) Default Demand Registrations which may be made pursuant to this Section 2.2 shall be unlimited. Any request for a Demand Registration under this subsection 2.01(awill specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Within ten (10) with respect days after receipt of such request, the Company will give written notice of such registration request to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all other Holders of the Registrable Securities requested and include in such registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty (20) Business Days after the receipt by the Requesting Holders applicable Holder of the Company’s notice. Each such request will also specify the number of shares of Registrable Securities to be registered on behalf and the intended method of disposition thereof. Unless the Holder or Holders of a majority of the Requesting Holders Registrable Securities to be registered in such Form S‑1 Demand Registration have been soldshall consent in writing, in accordance with Section 3.01 no other party, including the Company (but excluding another Holder of this Agreementa Registrable Security), shall be permitted to offer securities under any such Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.01(d) and Section 2.04 hereof, at At any time and from time to time on or after the date that the Company consummates the a Business Combination, (i) FL Cothe holders of a majority-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in in-interest of the then-outstanding number of Founder Shares, Private Shares, Private Rights (or underlying securities), the Representative Shares, Working Capital Loan Securities or other Registrable Securities, excluding Registrable Securities as the case may be, held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners the Investors, officers or such Holdersdirectors of the Company or their affiliates, as applicable, or the “Demanding Holders”) transferees of the Investors may make a written demand for Registration registration under the Securities Act of all or part of their Founder Shares, Private Shares, Private Rights (or underlying securities), the Representative Shares, Working Capital Loan Securities or other Registrable Securities, which written as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall describe specify the amount and type number of securities shares of Registrable Securities proposed to be included in such Registration sold and the intended method(s) of distribution thereof (such written demand a “Demand Registration”)thereof. The Company shallwill, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, notify all other Holders holders of Registrable Securities of such the demand, and each Holder holder of Registrable Securities who thereafter wishes to include all or a portion of such Holderholder’s Registrable Securities in a Registration pursuant to a the Demand Registration (each such Holder that includes all or a portion holder including shares of such Holder’s Registrable Securities in such Registrationregistration, a “Requesting Demanding Holder”) shall so notify the Company, in writing, within five three (53) days after the receipt by the Holder holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, such Requesting Holder(s) Demanding Holders shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.1.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. Under no circumstances The Company shall the Company not be obligated to effect more than an aggregate of three (3) Demand Registrations pursuant to a Demand Registration under this subsection 2.01(a) with Section 2.1.1 in respect to any or of all Registrable Securities; provided. Notwithstanding anything to the contrary, however, any holder of Registrable Securities that (i) this limitation shall not apply to any Demand Registration initiated by FL Cois affiliated with an underwriter participating in the Company’s initial public offering may only make a demand on one occasion and only during the five-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form year period beginning on the effective date of the registration statement that of which the prospectus relating to the Company’s initial public offering forms a part. Notwithstanding anything to the contrary, under FINRA Rule 5110(g)(8), Lucid and/or its designees may be available at such time (“Form S-1”) has become only make a demand registration on one occasion during the five-year period beginning on the effective and all date of the Registrable Securities requested by registration statement relating to the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, Company’s initial public offering in accordance with Section 3.01 of this AgreementFINRA Rule 5110(g)(8)(B) and (C).

Request for Registration. Subject to compliance with Section 3.4 hereof, if there is not an effective Shelf available for the provisions of subsection 2.01(d) and resale for the Registrable Securities pursuant to Section 2.04 hereof2.1, at any time and from time to time on or after the date that is 180 days from the Company consummates consummation of the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of who hold at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners any of (FL Co-Investment and Intrepid Financial Partners or such i) the Eagle Holders, collectively, (ii) the Preferred Holders, collectively, or (iii) the Original Holders, collectively (as applicable, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten five (105) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) business days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated pursuant to effect this Agreement to take any action to effect: (1) any such Demand Registration for less than $[●] worth of the Company’s then outstanding Common Stock, (2) more than an aggregate of three one (1) Demand Registration during any six-month period, (3) more than two (2) Demand Registrations in total pursuant to a Demand Registration under this subsection 2.01(aSection 2.2.1 for any of the Eagle Holders, the Preferred Holders or the Original Holders, or (4) with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by at any time there is an effective Shelf on file with the Commission pursuant to Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this Agreement2.1.

Request for Registration. Subject to the provisions of subsection 2.01(d) and Section 2.04 hereof, at At any time and from time to time on or after the date that the Company consummates the a Business Combination, (i) FL Cothe holders of a majority-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in in-interest of the then-outstanding number of Founder Shares, Private Shares, Private Rights (or underlying securities), the Representative Shares, Working Capital Loan Securities or other Registrable Securities, excluding Registrable Securities as the case may be, held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners the Investors, officers or such Holdersdirectors of the Company or their affiliates, as applicable, or the “Demanding Holders”) transferees of the Investors may make a written demand for Registration registration under the Securities Act of all or part of their Founder Shares, Private Shares, Private Rights (or underlying securities), the Representative Shares, Working Capital Loan Securities or other Registrable Securities, which written as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall describe specify the amount and type number of securities shares of Registrable Securities proposed to be included in such Registration sold and the intended method(s) of distribution thereof (such written demand a “Demand Registration”)thereof. The Company shallwill, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, notify all other Holders holders of Registrable Securities of such the demand, and each Holder holder of Registrable Securities who thereafter wishes to include all or a portion of such Holderholder’s Registrable Securities in a Registration pursuant to a the Demand Registration (each such Holder that includes all or a portion holder including shares of such Holder’s Registrable Securities in such Registrationregistration, a “Requesting Demanding Holder”) shall so notify the Company, in writing, within five three (53) days after the receipt by the Holder holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, such Requesting Holder(s) Demanding Holders shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.1.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. Under no circumstances The Company shall the Company not be obligated to effect more than an aggregate of three (3) Demand Registrations pursuant to a Demand Registration under this subsection 2.01(a) with Section 2.1.1 in respect to any or of all Registrable Securities; provided. Notwithstanding anything to the contrary, however, any holder of Registrable Securities that (i) this limitation shall not apply to any Demand Registration initiated by FL Cois affiliated with an underwriter participating in the Company’s initial public offering may only make a demand on one occasion and only during the five-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form year period beginning on the effective date of the registration statement that of which the prospectus relating to the Company’s initial public offering forms a part. Notwithstanding anything to the contrary, under FINRA Rule 5110(g)(8), Kingswood and/or its designees may be available at such time (“Form S-1”) has become only make a demand registration on one occasion during the five-year period beginning on the effective and all date of the Registrable Securities requested by registration statement relating to the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, Company’s initial public offering in accordance with Section 3.01 of this AgreementFINRA Rule 5110(g)(8)(B) and (C).

Request for Registration. Subject to the provisions of subsection 2.01(dSection 2.1(d) and Section 2.04 2.4 hereof, at any time and from time to time on or after the date the Company consummates closed the Business CombinationTransaction, each Holder (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand demand, a “Demand Registration”). The Company shall, within ten five (105) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five ten (510) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effectshall, as soon thereafter as practicablesubject to Section 3.4 hereof, but not more than forty-five effect within fifteen (4515) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(aSection 2.1(a) with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 S-1, Form S-3 or any similar long-other form of registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.5 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date the Company consummates the initial Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) to the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding extent that any Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, are not registered pursuant to the “Shelf Registration a Demanding Holders”) Holder may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten three (103) days Business Days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Registration Requesting Holder”) shall so notify the Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a one or more Demand Registration Requesting Holder(s) to the Company, such Demand Registration Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Registration Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations in the aggregate pursuant to a Demand Registration Registrations under this subsection 2.01(a) 2.1.2, with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders (subject to subsection 2.1.5) in such Form S‑1 S-1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) and Section 2.04 hereof, at At any time and from time to time on or after the date expiration of any lock-up to which an Investor’s shares are subject, if any, provided compliance by the Company consummates Investors with Section 3.4, and provided further there is not an effective Resale Shelf Registration Statement available for the Business Combination, resale of the Registerable Securities pursuant to Section 2.1 (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least ARYA Investors who hold a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners all ARYA Investors, (FL Co-Investment and Intrepid Financial Partners ii) Dievini or such Holders(iii) Company Investors (other than Dievini) who hold a majority of the Registrable Securities held by all Company Investors, as applicablethe case may be, the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form F-1 or any similar long-form Registration or, which written if then available, on Form F-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as a “Demand Registration”. Any demand for a Demand Registration shall describe specify the amount and type number of securities shares of Registrable Securities proposed to be included in such Registration sold and the intended method(s) of distribution thereof (such written demand a “Demand Registration”)thereof. The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, will notify all other Holders Investors that are holders of Registrable Securities of such the demand, and each Holder such holder of Registrable Securities who thereafter wishes to include all or a portion of such Holderholder’s Registrable Securities in a Registration pursuant to a the Demand Registration (each such Holder that includes all or a portion holder including shares of such Holder’s Registrable Securities in such Registrationregistration, a “Requesting Demanding Holder”) shall so notify the Company, in writing, Company within five fifteen (515) days after the receipt by the Holder holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, such Requesting Holder(s) Demanding Holders shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.2.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect: (a) more than one (1) Demand Registration during any six-month period; (b) any Demand Registration at any time there is an effective Resale Shelf Registration Statement on file with the Commission pursuant to Section 2.1; (c) more than three Underwritten Demand Registrations in respect of all Registrable Securities requested held by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect ARYA Investors; (d) more than an aggregate three Underwritten Demand Registrations in respect of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securities; provided, however, that Securities held by Company Investors (iexcluding dievini) this limitation shall not apply to any or (e) more than nine Underwritten Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and Registrations in respect of all of the Registrable Securities requested held by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this Agreementdievini.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.4 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date expiration of the Company consummates the Business Combinationlock-up to which such shares are subject, (i) FL Co-Investment and Intrepid Financial Partners or (ii) if any, the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five fifteen (515) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration, subject to Section 2.1.4 and Section 2.4. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) 2.1.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1S-I”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 S-1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Eligible Holders, individually or jointly, may make a written request for registration under the Securities Act of their Registrable Shares (a "Demand Registration"). Any such request will specify the number of Registrable Shares, which may not be less than 50% in aggregate number of outstanding Registrable Shares, proposed to be sold and will also specify the intended method of disposition thereof. Subject to Section 2(b), in no event shall the Company be required to register Registrable Shares pursuant to this Section 2(a) more than two times. Notwithstanding the foregoing, in the event of a request for a Demand Registration made by the Eligible Holders, the Company may either (A) proceed with such Demand Registration pursuant to the provisions of subsection 2.01(dthis Section 2 or (B) proceed with a registered primary offering of its securities, in which case the Eligible Holders will have the rights set forth in Section 3 and such offering will not constitute a Demand Registration requested by the Eligible Holders pursuant to this Section 2.04 hereof2. Upon a demand, at any time and from time to time on or after the date the Company consummates will prepare, file and use its reasonable best efforts to file with the Business Combination, (iCommission within 180 days and cause to be effective within 220 days of such demand a Registration Statement in respect of all the Registrable Shares. The Eligible Holders will pay all registration expenses in accordance with Section 6(b) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority hereof in interest of the then-outstanding number connection with each registration of Registrable SecuritiesShares requested pursuant to this Section 2, excluding and each Eligible Holder shall pay all underwriting, discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Eligible Holder's Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicableShares pursuant to a Demand Registration effected pursuant to this Section 2. Notwithstanding anything to the contrary contained in this Section 2(a), the “Demanding Company shall not be required to effect a Demand Registration if the Company delivers to the Eligible Holders requesting such Demand Registration an opinion of counsel (such counsel to be reasonably satisfactory to such Eligible Holders”) may make a written demand for Registration of all or part of their to the effect that the Registrable Securities, which written demand shall describe the amount and type of securities Shares proposed to be included in such Demand Registration and are otherwise freely transferable under the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days federal securities laws of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this AgreementUnited States.

Request for Registration. Subject The Holder shall have the right to the provisions of subsection 2.01(d) and Section 2.04 hereof, at any time and from time to time on or after the date cause the Company consummates to file under the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least Securities Act a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities Statement with respect to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in the Company (or, if the registering entity is an entity other than the Company, a Registration pursuant to a Demand Registration (each such Holder that includes number of Registrable Securities representing all or a portion of such Holder’s Registrable Securities indirect interests in such Registrationregistering entity and upon the effectiveness of such Registration Statement, if such Holder’s Shares have not previously been exchanged for such Registrable Securities, to effect such exchange in accordance with the terms of the Agreement) (a “Requesting HolderDemand Registration”) and to use commercially reasonable efforts to cause such Registration Statement to become effective; provided, however, that (i) the Holder shall so notify not be entitled to effect a Demand Registration more than twice (2), and (ii) the Company shall not be required to file and cause to become effective more than one (1) Registration Statement in any twelve (12) month period. If the Company furnishes to the Holder requesting a Registration Statement pursuant to this Section 3(a) a certificate signed by the Chief Executive Officer or President of the Company within fifteen (15) days of receipt of the Demand Registration stating that, (x) in the good faith judgment of the Board such Registration Statement would result in a premature disclosure of a matter the Board has determined would not be in the best interest of the Company to be disclosed at this time or would have a material detrimental effect on the Company or any material transaction contemplated by the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and then the Company shall effect, as soon thereafter as practicable, but have the right to defer such filing for a period of not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration or (y) the Company has on file or has current plans (which are diligently pursued) to file another registration statement with the Commission, other than a Form S-8 relating to employee shares or stock options, then the Company shall have the right to defer the filing of the Registration Statement for a period of not more than ninety (90) days after the receipt of the Demand Registration. Unless the Holder demanding the Demand Registration shall agree in writing, no other party, including the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant Company, shall be permitted to offer securities under any such Demand Registration. Under no circumstances shall The Holder agrees that if the Company determines that there are material developments which the Company determines require the filing of a post-effective amendment to the Registration Statement, then the Holder agrees to refrain from selling any Registrable Securities until the post-effective amendment is declared effective. The Company agrees to file and attempt to have declared effective such post-effective amendment as soon as reasonably practical. Except as set forth in Section 8, the Company shall not be obligated deemed to effect more than an aggregate of three (3) Registrations pursuant to have effected a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any unless and until such Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become is declared effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration thereunder have been sold, in accordance with sold pursuant thereto. Any such Registration Statement shall be subject to piggyback rights as described under Section 3.01 of this Agreement5 below.

Request for Registration. Subject to the provisions of subsection 2.01(d) and Section 2.04 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) FL Co-Investment From and Intrepid Financial Partners or after the later to occur of (iiA) the Holders of at least a majority in interest of the thenIPO Lock-outstanding number of Registrable SecuritiesUp Date and (B) 180 days following an Initial Public Offering, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) any Demand Holder may make a written demand request of the Company (a “Demand Request”) to have the Company effect a registration under the Securities Act (a “Demand Registration”) for Registration the sale of all or part of their Registrable Securities. Following receipt of such Demand Request, which written demand the Company shall describe be required to use commercially reasonable efforts to effect such Demand Registration subject to the amount and type of securities terms hereof; provided that the Registrable Securities proposed to be included offered by the Requesting Holders in any such Registration Demand Request must have a reasonably anticipated aggregate offering price of at least $10,000,000 net of underwriting discounts and commissions (or at least $1,000,000 if the intended method(s) of distribution thereof Company is then eligible to register such sale on a Form S-3 registration statement (such written demand a “Demand Registration”or any comparable or successor form). The Company shall, within ten (10) days of the Company’s receipt of ); and provided further that the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration make no more than five Demand Requests pursuant to a Demand Registration the foregoing provisions; and provided further that, the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an one Demand Registration at the request of any of the Demand Holders in any six-month period. After such time as the NINE ENERGY SERVICE, INC. EXHIBIT B TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Company shall become eligible to use Form S-3 (or any comparable or successor form) for the registration under the Securities Act of any of its securities, any Demand Request by one or more Demand Holders with a reasonably anticipated aggregate offering price of three (3) Registrations at least $100,000,000 may be for a “shelf” registration pursuant to Rule 415 under the Securities Act; provided that if such Demand Holders request that any such “shelf” registration statement remain effective for a period in excess of two years, such “shelf” registration shall count as two Demand Registration under Requests for the purposes of this subsection 2.01(a) with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and 2(a). (ii) that Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold. Subject to Section 4(c), the Company shall use its best efforts to file under the Securities Act a registration statement on an appropriate form to effect the Demand Registration shall not be counted for such purposes unless a within 30 days if eligible to use Form S-1 S-3 (or any similar long-form registration statement that may be available at such time comparable or successor form), or otherwise within 60 days if not so eligible, after receiving a Demand Request (the “Form S-1Required Filing Date”) has become and shall use commercially reasonable efforts to cause the same to be declared effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in SEC as promptly as practicable after such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this Agreementfiling.

Request for Registration. Subject to the provisions of subsection 2.01(d) and Section 2.04 hereof, at any time and from time to time on or after the date If the Company consummates the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least shall receive a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each request from any Holder of Registrable Securities who thereafter wishes then outstanding that the Company file a Registration Statement under the Securities Act on Form S-3 (a “Form S-3 Registration”), the Company will: (a) promptly give written notice of the proposed registration to include all other holders of any other securities of the Company; and (b) as soon as practicable, file a Form S-3 Registration Statement covering all or a such portion of such Holder’s Holders’ Registrable Securities as are specified in a Registration pursuant to a Demand Registration (each such Holder that includes request, together with all or a such portion of such Holder’s the Registrable Securities of any other Holders joining in such Registration, a “Requesting Holder”) shall so notify request (to the Company, in writing, extent such other Holders make their written request for inclusion within five fifteen (515) days after the receipt by the Holder of the written notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securities); provided, however, that (i) this limitation the Company shall not apply be obligated to effect any Demand such registration pursuant to this Section 13C(i): (1) if the Form S-3 is not available for such offering by the Holders; (2) if the Holders, 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 an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $100,000; (3) if the Company shall furnish to the Holders a certificate signed by the Chairman and Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration initiated by FL Co-Investment and Intrepid Financial Partnersto be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 Registration Statement for a period of not more than ninety (90) days after receipt of the request of the Holders under this Section 13C(i); provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; (4) during the period ending one hundred eighty (180) days after the effective date of a Piggyback Registration, provided that the Holders making the request for the Form S-3 Registration were entitled to sell all securities they requested to be governed by included in the Piggyback Registration; or (5) if the Company has, within the twelve month period preceding the date of such request, already effected three Form S-3 Registrations for Holders pursuant to this Section 3.0613C(i). Subject to the foregoing, and (ii) that the Company shall file a Registration Statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of the Holders. Registrations effected pursuant to this Section 13C(i) shall not be counted for such purposes unless as a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders Demand Registration effected pursuant to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this Agreement13A(i).

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.2.4 and Section 2.04 hereof2.4 hereof and provided that the Company does not have an effective Registration Statement pursuant to subsection 2.1.1 or subsection 2.1.2 covering Registrable Securities, at any time and from time to time on or after the date the Company consummates the Business CombinationEffective Time, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of holding at least a majority in interest $5,000,000 of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners all Holders (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) ), may make a written demand for Registration of all or part of their Registrable SecuritiesSecurities on Form S-1 (or such other form of registration statement as is then available to permit Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand demand, a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Demand Requesting Holder(s) to the Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect(i) file a Registration Statement in respect of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holder(s) pursuant to such Demand Registration, as soon thereafter as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the Demand Registration, and (ii) effect the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationthereunder as soon thereafter as practicable. Under no circumstances shall the Company be obligated to effect more than an aggregate of three five (35) Demand Registrations pursuant to a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this Agreement2.2.1.

Request for Registration. Commencing on the 91st day after the Effective Date and ending on the second anniversary of the Effective Date, any one or more of the Stockholders may request (collectively, the Requesting Stockholders, which term shall include parties deemed Requesting Stockholders pursuant to Section 2(b)(vi) hereof) in writing (a Demand Request ), that the Company effect (1) the registration under the Securities Act of that number of Shares (including Shares issuable upon exercise of Warrants) requested and owned by the Requesting Stockholders (a Demand Common Stock Registration ) or (2) the registration under the Securities Act of that principal amount of New Notes requested and owned by the Requesting Stockholders (a Demand New Notes Registration and, together with the Demand Common Stock Registrations, the Demand Registrations ). Notwithstanding anything to the contrary set forth in this Agreement, the Company shall in no event be required to effect, in the aggregate with respect to all of the Stockholders, more than two Demand Common Stock Registrations or more than one Demand New Notes Registration; provided that, if any Registrable Securities requested to be registered pursuant to a Demand Request under this Section 2(b)(i) are excluded from a registration pursuant to Section 2(b)(iv) below, the Requesting Stockholders shall have the right, with respect to each such exclusion, to one additional Demand Registration under this Section 2(b)(i) with respect to such excluded Registrable Securities. Subject to Section 2(b)(v), the provisions Company shall file with the Commission, within 60 days after receiving a Demand Request (the Required Filing Date ), a registration statement on an appropriate form under the Securities Act providing for the sale or distribution of subsection 2.01(dthose Registrable Securities subject to the Demand Registration, and shall thereafter use reasonable commercial efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Notwithstanding anything to the contrary set forth in this Agreement, (1) and Section 2.04 hereofno Stockholder may make a Demand Request or participate in a Demand Registration unless, at any the time and from time to time on or after the date the Company consummates the Business Combinationthereof, (ia) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of such Stockholder owns at least a majority in interest 10% of the then-outstanding number shares of Registrable Securities, excluding Registrable Securities held by FL CoCommon Stock with respect to a Demand Common Stock Registration or at least 10% in aggregate principal amount of the then-Investment and Intrepid Financial Partners outstanding New Notes with respect to a Demand New Notes Registration or (FL Co-Investment and Intrepid Financial Partners or b) certifies in writing to the Company that such Holders, as applicable, the “Demanding Holders”) Stockholder may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities be deemed to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days an affiliate of the Company’s receipt of Company under the Securities Act; (2) the Company shall not be required to effect any Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a any registration statement other than the Shelf Registration Statement at any time when the Shelf Registration Statement is effective and may be used for such Demand Registration Registration; and (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”3) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated required to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment of an offering and Intrepid Financial Partners, which shall sale that can otherwise be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of effected in compliance with Rule 144 under the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this AgreementAct.

Request for Registration. Subject (a) The Holders shall be entitled to the provisions of subsection 2.01(d) and Section 2.04 hereof, at any time and from time to time make certain demands on or after the date the Company consummates the Business Combination, with respect to its or their Registrable Shares as follows: (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders At any time after [ ] [six month anniversary of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities Closing Date to be included in such Registration and the intended method(s) inserted at time of distribution thereof (such written demand a “Demand Registration”). The Company shallexecution], within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify Shares may request the Company, in writing, within five to effect the registration under the Securities Act of all or part of its or their Registrable Shares (5a “Demand Registration”; a Demand Registration includes a Demand Shelf Registration) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of on Form S-3 or any successor form (or, if Form S-3 or such written notification from a Requesting Holder(s) successor form is not then available to the Company, such Requesting Holder(s) shall Form S-1 or any successor form thereto, as may then be entitled available to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effectfor the registration as requested); provided, as soon thereafter as practicable, but not more than forty-five (45) days immediately after that the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested Shares proposed to be sold by the Demanding Holders and Requesting Holders pursuant to such Demand Registration represent, in the aggregate, at least a Registrable Amount. (ii) Upon effectiveness of a Demand Registration on a shelf registration statement pursuant to Rule 415 (or any successor rule) promulgated under the Securities Act (a “Demand Shelf Registration. Under no circumstances ”), Holders whose Registrable Shares are included in a Demand Shelf Registration (“Shelf Demand Holders”) may from time to time cause the Company, by written notice to the Company, to effect a “takedown” of Registrable Shares included in such Demand Shelf Registration; provided, that the Registrable Shares requested to be included in a takedown that is pursuant to an underwritten offering by the Requesting Holders represent, in the aggregate, at least a Registrable Amount. (iii) Subject to Section 2.1.6(b) hereof, the Holders shall not be entitled to more than [three] Demand Requests, in the aggregate, and the Company shall not be obligated to effect more than an aggregate of three (3) Demand Registrations and Shelf Takedowns, collectively; provided that an underwritten offering effected pursuant to a Demand Shelf Registration under contemporaneously with the effectiveness of such Demand Shelf Registration shall count as one Demand Request (and not two Demand Requests—one for the Demand Shelf Registration and one for the Shelf Takedown). Furthermore, as between the Holders, for so long as Knight I (excluding any permitted assigns of Knight I) holds Registrable Shares which constitute at least a Registrable Amount, Knight I and its assignees (as provided in Section 4.5) shall be entitled to two Demand Requests and the other Holders, collectively, shall be entitled to one Demand Request; upon Knight I (excluding any permitted assigns of Knight I) ceasing to hold Registrable Shares which constitute at least a Registrable Amount, all remaining Demand Requests shall be for the benefit of all Holders collectively. (iv) The Company shall not be required to effect a Demand Registration with respect to any Registrable Shares that are included in an effective Company Shelf Registration or another effective Demand Registration at the time the Demand Request for such Demand Registration is received by the Company; provided that this subsection 2.01(aclause (iv) shall not apply to a Shelf Takedown. (b) Each Demand Request shall specify the number of Registrable Shares proposed to be sold and the intended method of disposition thereof. Subject to Section 2.8 hereof, the Company shall prepare and file the Demand Registration by the Required Filing Date, use its commercially reasonable efforts to cause the same to be declared effective by the SEC as promptly as practicable after such filing, and (i) subject to clause (ii) below, to maintain the effectiveness of any such registration statement continuously for 270 days or such shorter period of time that shall terminate the day after the date on which all of the Registrable Shares that are covered by the Demand Registration have been sold pursuant to the registration statement or the first day on which there shall cease to be any Registrable Shares held by the Holders whose Registrable Shares are included in the Demand Registration and a prospectus shall no longer be required to be delivered with respect to the offer and sale of any such Registrable Shares pursuant to such Demand Registration (including sales by underwriters in an underwriting offering to sell unsold allotments) and (ii) with respect to a Demand Shelf Registration, to maintain the effectiveness of any such shelf registration statement continuously for two years or such shorter period of time that shall terminate the day after the date on which all of the shares of Common Stock that are Registrable Securities; providedShares and are covered by the Demand Shelf Registration have been sold pursuant to the shelf registration statement or the first day on which there shall cease to be any Registrable Shares held by the Holders whose Registrable Shares are included in the Demand Shelf Registration and, howeverif applicable, that a prospectus shall no longer be required to be delivered with respect to the offer and sale of any such Registrable Shares pursuant to such Demand Shelf Registration (including sales by underwriters in an underwriting offering to sell unsold allotments). (i) The Company shall not be obligated to file a registration statement relating to a registration request under this limitation Section 2.1 or effect a Shelf Takedown more frequently than once in any six month period or within a period of six months after the effective date of any other registration statement of the Company or underwritten offering of the Company’s securities other than (A) an Excluded Registration (other than an Excluded Registration described in clause (ii) of the definition thereof in which all Holders were entitled to include all Registrable Shares and sell concurrently with such securities sold pursuant to such registration all Registrable Shares covered by such registration statement), (B) any registration statement filed at the request or on behalf of, or for the benefit of, another securityholder of the Company (other than pursuant to this Section 2.1) that is not an underwritten offering or (C) an underwritten offering in which Holders were not entitled to include all Registrable Shares requested to be included therein and sell concurrently with such securities sold pursuant to such offering all Registrable Shares requested to be included therein and (ii) the Company shall not be obligated to file a registration statement relating to a registration request under this Section 2.1 if the Company shall at the time have effective a Company Shelf Registration pursuant to which Holders that requested registration could effect the disposition of their Registrable Shares (excluding those Registrable Shares excluded from such Company Shelf Registration at the request of such Holders) in the manner requested. (d) The Registrable Amount requirement shall not apply to any Demand Registration initiated Request if all Holders request inclusion therein of all Registrable Shares then held by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) them that a Registration shall are not be counted for such purposes unless a Form S-1 or any similar long-form otherwise included in another effective registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this Agreementstatement.

Request for Registration. Subject to the provisions of subsection 2.01(d) and Section 2.04 hereof, at any time and from time to time on or after the date Provided that the Company consummates does not have an effective Registration Statement pursuant to subsection 2.1.1 or subsection 2.1.2 outstanding covering Registrable Securities, the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the New Holders of at least a majority in majority-in-interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners the New Holders (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) ), in each case, may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five sixty (4560) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration by the New Holders under this subsection 2.01(a) 2.2.1 with respect to any or all Registrable Securities; providedSecurities held by such New Holders. Notwithstanding the foregoing, however, that (i) this limitation the Company shall not apply be required to give effect to a Demand Registration from a Demanding Holder if the Company has registered Registrable Securities pursuant to a Demand Registration from such Demanding Holder in the preceding one hundred and eighty (180) days, or (ii) the Company’s obligations with respect to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a deemed satisfied so long as the Registration shall not be counted for such purposes unless a Form S-1 Statement filed pursuant to subsection 2.1.1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and subsection 2.1.2 includes all of the such Demanding Holder’s Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this Agreementand is effective.

Request for Registration. Subject to the provisions of subsection 2.01(d) and Section 2.04 hereof, In case at any time and from time to time on or more than six (6) months after the date of this Agreement, the Company consummates Corporation shall receive from any Holder a written request that the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners Corporation effect any registration with respect to all or (ii) the Holders of at least a majority in interest part of the then-outstanding number of Registrable Securities, excluding PROVIDED that the number of shares of Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or of such Holders, as applicable, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities requesting Holder nominated to be included in such Registration registration would result in an anticipated aggregate offering price of at least $5,000,000, net of underwriter discounts and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demandcommissions, and each PROVIDED, FURTHER, that no Holder of Registrable Securities who thereafter wishes to include all (or a portion transferee, assignee or Affiliate of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their make more than one (1) such request, the Corporation will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file pre-effective and post-effective amendments and supplements, appropriate qualification 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) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities included as are specified in such request, together with (A) all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a Registration written notice given by any such other Holders to the Corporation within thirty (30) days after receipt by such other Holders of such written notice from the Corporation; and (B) such Securities of the Corporation which the Corporation elects to register and offer for its own account as part of such registration ("COMPANY SECURITIES"), PROVIDED that the Corporation shall not be obligated to take any action to effect any such registration pursuant to this Section 3.1 after the Corporation has effected 1. Subject to the foregoing provisions, the Corporation shall file a Demand Registration registration statement covering the Registrable Securities and the Company shall effect, Securities (if any) so requested or otherwise elected to be registered as soon thereafter as practicable, but not more than in any event within sixty (60) days, after receipt of the request or requests of the Initiating Holders, PROVIDED, that the Corporation shall have the right to defer any such requested registration once in any twelve-month period, for a period of up to forty-five (45) days immediately after days, if in the Company’s receipt good faith opinion of the Demand RegistrationBoard, it would be seriously detrimental to the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to Corporation for a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this Agreementfiled.

Request for Registration. Subject to the provisions of subsection 2.01(d) Section 2.1.4 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date that the Company consummates the a Business Combination, ▇▇▇▇▇ Fargo Securities, LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C., acting as representatives of the Underwriters (i) FL Co-Investment and Intrepid Financial Partners solely in such representative capacity, the “Representatives”), or (ii) the Holders of at least a majority in majority-in-interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners the Representatives or such Holders, as applicable, the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand demand, a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a the Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the CompanyHolder, such Requesting Holder(s) Holder shall be entitled to have their its Registrable Securities included in a Registration pursuant to a Demand Registration Registration, and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and the Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three two (32) Registrations pursuant to a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securities; provided, however, that Section 2.1.1 (i) this limitation shall not apply to counting any Demand Registration initiated solely by FL Co-Investment and Intrepid Financial Partnersthe Representatives, which such Demand Registration shall be governed by limited to one pursuant to Section 3.063.6 (such Demand Registration); provided, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 S-1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject At any time after the IPO Date (as defined in the Warrant), the Warrant Holder shall have the right, by written notice signed by the Warrant Holder and given to Allion (the “Demand Notice”), to request that Allion register all of the Warrant Holders’ Registrable Shares (a “Demand Registration”) under and in accordance with the provisions of subsection 2.01(d) and Section 2.04 hereofthe Securities Act of 1933, at any time and from time as amended (the “Securities Act”); provided that the Warrant Holder may not give a Demand Notice prior to time on or December 31, 2005. Allion shall as soon as practicable, but in no event more than 60 days after the date on which Allion receives the Company consummates Demand Notice, file with the Business CombinationSecurities and Exchange Commission (the “SEC”) a registration statement on a form deemed appropriate by Allion’s counsel covering all the Warrant Holder’s Registrable Shares, (i) FL Co-Investment and Intrepid Financial Partners Allion shall use its reasonable best efforts to cause the registration statement to become effective within 90 days of such filing. In the event that a Demand Registration involves an underwritten offering and the managing underwriter or (ii) underwriters participating in such offering advise the Holders of at least a majority Warrant Holder in interest of writing that the then-outstanding total number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities Shares to be included in such Registration and offering exceeds the intended method(samount that can be sold in (or during the time of) such offering without delaying or jeopardizing the success of distribution thereof such offering (such written demand a “Demand Registration”). The Company shall, within ten (10) days including the price per share of the Company’s receipt Registrable Shares to be sold), then the number of Registrable Shares (which have registration rights with respect to such offering) shall be reduced on a pro rata basis (based upon the number of shares requested or proposed to be registered by the Warrant Holder, Allion and each other holder of equity securities of Allion eligible to register its shares in the offering) to a number deemed satisfactory by such managing underwriter or underwriters. In the event that the Warrant Holder is unable to register all of its Registrable Shares in an underwritten offering effected in response to a Demand Registration, notify, in writing, all other Holders the Warrant Holder shall have the right to make an additional demand for registration of the remaining Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration Shares on Form S-3 pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Rule 415 under the Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) Act and shall be entitled to issue an additional Demand Notice for such Demand Registration in accordance with this Section 1. For purposes of this Agreement, “Registrable Shares” means the shares of Common Stock of Allion issued or issuable upon exercise of the Warrant. Registrable Shares shall cease to be such when (a) a registration statement covering such Registrable Shares has become or been declared effective and they have their Registrable Securities included in a Registration been disposed of pursuant to a Demand Registration and the Company shall effectthat registration statement, as soon thereafter as practicable(b) eligible to be sold, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders transferred or distributed pursuant to such Demand Registrationor in compliance with Rule 144 (or any similar provision then in force) or any other exemption from registration under the Securities Act without limitation as to volume, or (c) they have been otherwise transferred and Allion has delivered new certificates not subject to any stop transfer order or other restriction on transfer and not bearing a legend restricting transfer in the absence of an effective registration statement. Under no circumstances Allion shall the Company not be obligated to effect more than an aggregate of three (3) Registrations a registration pursuant to a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this Agreement.1:

Request for Registration. Subject The Company shall use its best efforts to qualify for registration on Form S-3 and, to that end, shall comply with the reporting requirements of the Exchange Act. After the Company has qualified for the use of Form S-3, the Holders of Registrable Securities shall have the right to request that the Company register Registrable Securities on Form S-3 or any similar short-form registration statement (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by each such Holder), subject to the provisions of subsection 2.01(dfollowing limitations: (A) and Section 2.04 hereof, at any time and from time to time on or after the date the Company consummates shall not be obligated to cause a registration pursuant to this Section 1.4 to become effective prior to ninety (90) days following the Business Combination, effective date of a Company-initiated registration (other than a registration with respect to which Registrable Securities could not be registered pursuant to Section 1.3 hereof); (B) the Company shall not be required to effect a registration pursuant to this Section 1.4 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate disposition price (before deduction of underwriting discounts and expenses of sale) of at least $1,000,000; (C) the Company shall not be required to maintain and keep any such . registration pursuant to this Section 1.4 effective for a period greater than the shorter of (i) FL Co-Investment and Intrepid Financial Partners one hundred twenty (120) days or (ii) the Holders period of at least a majority in interest time until all of the then-outstanding number of Registrable Securities, excluding Registrable Securities held subject to such registration are disposed; and (D) if the Company shall furnish to the Holders a certificate signed by FL Cothe Chief Executive Officer or the Chairman of the Board of the Company stating that the Board of Directors of the Company has material non-Investment public information regarding the Company and, thus, it would be seriously detrimental to the Company and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or its shareholders for such Holders, as applicable, the “Demanding Holders”) may make a written demand for Form S-3 Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included effected at such time, in such Registration and which event the intended method(s) Company shall have the right to defer the filing of distribution thereof the Form S-3 registration statement for a period of not more than one hundred twenty (such written demand a “Demand Registration”). The Company shall, within ten (10120) days of the Company’s after receipt of the Demand Registration, notify, in writing, all other Holders request of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding or Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable SecuritiesSection 1.4; provided, however, that (i) this limitation the Company shall not apply to utilize this right more than once in any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this Agreementtwelve month period.

Request for Registration. Subject to the provisions of subsection 2.01(d) this Section 2.1.1 and Section 2.04 hereof2.4, at any time and from time to time on or after the date the Company consummates the Business CombinationEffective Time, either (ia) FL Co▇▇▇▇ Investors holding a majority-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in in-interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Cothen issued and outstanding and (b) Founder Holders holding a majority-Investment in-interest of the Initial Securities that are Registrable Securities then issued and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) outstanding may make a written demand for Registration registration under the Securities Act of all or part of their Registrable Securities, which written Securities (a “Demand Registration”). Any demand for a Demand Registration shall describe specify the amount and type number of securities Registrable Securities proposed to be included in such Registration sold and the intended method(s) of distribution thereof thereof. Within thirty (such written demand a “Demand Registration”). The Company shall, within ten (1030) days of the Company’s following receipt of the any request for a Demand Registration, notify, in writing, the Company will notify all other Holders of Investors holding Registrable Securities of such the demand, and each Holder of Investor holding Registrable Securities who thereafter wishes to include all or a portion of such HolderInvestor’s Registrable Securities in a Registration pursuant to a the Demand Registration (each such Holder that includes all or a portion Investor including shares of such Holder’s Registrable Securities in such Registrationregistration, a “Requesting Demanding Holder”) shall so notify the Company, in writing, Company within five fifteen (515) days after the receipt by the Holder Investor of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, such Requesting Holder(s) Demanding Holders shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.1.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. Under no circumstances The Company shall the Company not be obligated to effect more than an aggregate of three four (34) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities. For the avoidance of doubt, each of (i) the holders of a majority-in-interest of the Registrable Securities held by the ▇▇▇▇ Investors and (ii) the holders of a majority-in-interest of the Registrable Securities held the Founder Holders are permitted to exercise two Demand Registrations pursuant to a Demand Registration under this subsection 2.01(a) Section 2.1.1 with respect to any or all their respective Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Demanding Holders to be registered on behalf of the Requesting such Demanding Holders in such Form S‑1 S-1 Registration have been sold, in accordance with Section 3.01 3 of this Agreement. Notwithstanding anything in Section 2.1 to the contrary, the Company shall not be obligated to effect a Demand Registration (A) if a Piggy-Back Registration had been available to the Demanding Holder(s) within the one hundred twenty (120) days preceding the date of request for the Demand Registration, (B) within sixty (60) days after the effective date of a previous registration effected with respect to the Registrable Securities pursuant to Section 2.1, or (C) during any period (not to exceed one hundred eighty (180) days) following the closing of the completion of an offering of securities by the Company if such Demand Registration would cause the Company to breach a “lock-up” or similar provision contained in the underwriting agreement for such offering.

Request for Registration. Subject to the provisions of subsection 2.01(d) Section 2.1.4 hereof and provided a Shelf Registration Statement has been filed pursuant to Section 2.04 hereof2.2.5 hereof and been declared effective by the Commission, at any time and from time to time on or after the date on which the Company consummates the Business CombinationShelf Registration Statement ceases to be effective, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in interest of the then-then outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company Holdings shall, promptly following Holdings’ receipt of a Demand Registration and, in any event, within ten twenty (1020) days of the Company’s its receipt of the such Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the CompanyHoldings, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from the CompanyHoldings. Upon receipt by the Company Holdings of any such written notification from a Requesting Holder(s) to the CompanyHoldings, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company Holdings shall effect, as soon thereafter as reasonably practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances Holdings shall the Company not be obligated to effect more than an aggregate of three four (34) Registrations pursuant to a Demand Registration under this subsection 2.01(a) Section 2.1.1 with respect to any or all Registrable Securities; provided. Notwithstanding the foregoing, however, that (i) this limitation shall the Holders may not apply to any make a Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by within 90 days after the date a prior Demand Registration has been declared effective pursuant to Section 3.06, and (ii) that 2.1.2 or the effective date of a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this AgreementPiggyback Registration.

Request for Registration. Subject to the provisions of subsection 2.01(d) Section 2.1.4 hereof and provided a Shelf Registration Statement has been filed pursuant to Section 2.04 hereof2.3 hereof and been declared effective by the Commission, at any time and from time to time on or after the date on which the Company consummates the Business CombinationShelf Registration Statement ceases to be effective, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in interest 25% of the then-then outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company PubCo shall, promptly following PubCo’s receipt of a Demand Registration and, in any event, within ten twenty (1020) days of the Company’s its receipt of the such Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the CompanyPubCo, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from the CompanyPubCo. Upon receipt by the Company PubCo of any such written notification from a Requesting Holder(s) to the CompanyPubCo, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company PubCo shall effect, as soon thereafter as reasonably practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances PubCo shall the Company not be obligated to effect more than an aggregate of three four (34) Registrations pursuant to a Demand Registration under this subsection 2.01(a) Section 2.1.1 with respect to any or all Registrable Securities; providedprovided that, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes purpose unless a Form S-1 F-1 or any similar long-form registration statement that may be available at such time (“Form S-1F-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 F-1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject At any time after the earlier of the consummation of an Initial Public Offering or the second anniversary of the Effective Date, an Initiating Holder may deliver to the provisions of subsection 2.01(dCompany a written request (an “Initiating Request”) and Section 2.04 hereof, at any time and from time to time on or after the date that the Company consummates register with the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) Commission under the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) may make a written demand for Registration of Act all or part of their the Registrable SecuritiesCommon Stock owned by such Initiating Holder, which request shall specify the number of shares of Registrable Common Stock to be disposed of by such Initiating Holder and the proposed plan of distribution of such shares. Upon the receipt of any Initiating Request for registration pursuant to this Section 2, the Company will promptly (and in any event within 10 Business Days after receipt of such Initiating Request) notify in writing all other Holders of the receipt of such request and will use its reasonable best efforts to effect, at the earliest commercially practicable date, such registration under the Securities Act of: (i) the Registrable Common Stock that the Company has been so requested to register by such Initiating Holder; and (ii) all other Registrable Common Stock that the Company has been requested to register by any other Holders by written demand request given to the Company within 30 days after the giving of written notice by the Company to such other Holders of the Initiating Request, all to the extent necessary to permit the proposed method of disposition of the Registrable Common Stock so to be registered; provided that, (A) after an Initial Public Offering, the Company shall describe not be required to effect more than a total of three registrations pursuant to this Section 2 for all Holders of Registrable Common Stock ; (B) the amount and type Company shall not be required to effect any registration pursuant to this Section 2 that covers the offering of less than $25,000,000 of Registrable Common Stock (based on the closing price of the Common Stock on the date of such Initiating Request if the Common Stock is then traded on a national securities exchange or in the NASDAQ national market, or based on the advice of the managing underwriter regarding the likely public offering price of the Registrable Common Stock if the Common Stock is not then so traded), provided, however, that if the first registration to be effected pursuant to this Section 2 is the Initial Public Offering, the Company shall be required to effect such registration without regard to any minimum offering amount; (C) if the Company shall have previously effected a registration pursuant to this Section 2 or shall have previously effected a registration of which notice has been given to the Holders pursuant to Section 3, the Company shall not be required to effect any registration pursuant to this Section 2 until a period of 120 days shall have elapsed from the date on which such previous registration ceased to be effective; and (D) any Holder whose Registrable Common Stock was to be included in any such Registration and registration pursuant to this Section 2(a), may, by written notice to the intended method(s) Company received any time prior to the effectiveness of distribution thereof (such written demand a “Demand Registration”)registration, withdraw its request to have its shares of Registrable Common Stock included in such registration. The Company shall, within ten (10) days of Upon the Company’s receipt of written notice of the Demand Registration, notifywithdrawal of such request from Holders (other than Management Holders) holding a number of shares of Registrable Common Stock such that the Holders (other than Management Holders) that have not elected to withdraw do not hold, in writingthe aggregate, all other Holders the requisite percentage of Outstanding Common Stock to initiate a request for registration under this Section 2(a) or do not propose to offer for sale the requisite amount of Registrable Securities Common Stock to require the Company to effect a registration under this Section 2(a), the Company shall not effect such registration and such registration shall not count as one of the permitted registrations pursuant to this Section 2(a); provided that (x) any Initiating Holder may withdraw its Initiating Request not more than twice unless such demand, and each Holder of Registrable Securities who thereafter wishes to include all or Initiating Request is withdrawn for a portion of such Holder’s Registrable Securities reason specified in a Registration subclause (y) (I) below; and (y) the Initiating Holder shall either (I) elect to pay or reimburse the Company for all expenses incurred in connection with the second registration that is not effected as the result of an Initiating Request that is withdrawn by such Initiating Holder, pursuant to a Demand Registration this paragraph (each D), unless such Holder that includes all or a portion Initiating Request is withdrawn either at the request of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt or because a breach by the Company of any such written notification from its obligations under this Agreement has materially and adversely affected the proposed offering, or within five Business Days following the occurrence of a Requesting Holder(s) to material adverse change in the CompanyCompany or its business, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and which cases the Company shall effectpay all Expenses incurred in connection with such registration, or (II) have the withdrawn Initiating Request count as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt one of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders permitted registrations pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three paragraph (3A) Registrations pursuant to a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this Agreementabove.

Request for Registration. Subject to (a) Commencing on the provisions of subsection 2.01(d) and Section 2.04 hereof, at any time and from time to time on or date which is one year days after the date completion of the IPO (the "EFFECTIVE DATE"), any Holder or Holders of Registrable Shares shall have the right on five (5) occasions to require the Company consummates to file a registration statement on Form S-1 or S-3 or any similar or successor to such forms under the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least Securities Act for a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) may make a written demand for Registration public offering of all or part of its or their Registrable SecuritiesShares (a "DEMAND REGISTRATION"), which by delivering to the Company written demand shall describe notice stating that such right is being exercised, naming, if applicable, the amount and type of securities Holders whose Registrable Shares are to be included in such Registration and registration (collectively, the "DEMANDING SHAREHOLDERS"), specifying the number of each such Demanding Shareholder's Registrable Shares to be included in such registration and, subject to SECTION 2.1.3 hereof, describing the intended method(s) method of distribution thereof (such written demand a “"DEMAND Request"). (b) Each Demand Registration”). The Company shall, within ten (10) days of Request shall specify the Company’s receipt of the Demand Registration, notify, in writing, all other Holders aggregate number of Registrable Securities Shares proposed to be sold. Subject to SECTION 2.1.6, the Company shall file the registration statement in respect of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Companyas soon as practicable and, in writingany event, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after receiving a Demand Request (the Company’s receipt of "REQUIRED FILING DATE") and shall use reasonable best efforts to cause the Demand Registration, the Registration of all Registrable Securities requested same to be declared effective by the Demanding Holders and Requesting Holders pursuant to SEC as promptly as practicable after such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securitiesfiling; provided, however, that that: (i) this limitation the Company shall not apply be obligated to any effect a Demand Registration initiated by FL Co-Investment and Intrepid Financial Partnerspursuant to SECTION 2.1.1(a) within 90 days after the effective date of a previous Demand Registration, which shall be governed by Section 3.06, and other than a Shelf Registration pursuant to this ARTICLE 2; (ii) that a Registration the Company shall not be counted obligated to effect a Demand Registration pursuant to SECTION 2.1.1 (a) unless the Demand Request is for such purposes unless a Form S-1 or any similar long-form registration statement number of Registrable Shares with a market value that may be available is equal to at such time (“Form S-1”) has become effective and all least 7.5 million as of the Registrable Securities requested by date of such Demand Request; and (iii) the Requesting Holders Company shall not be obligated to be registered on behalf of effect pursuant to SECTION 2.1.1(a) (A) more than one Demand Registration during the Requesting Holders in such Form S‑1 first 12 months following the Effective Date or (B) more than one Demand Registration have been sold, in accordance with Section 3.01 of this Agreementduring any 12-month period thereafter.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.2.5 and Section 2.04 Sections 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Company consummates the Business CombinationClosing Date, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners the Holders (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities on (i) Form F-1, or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities or (ii) if available, Form F-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”); provided, however, that the Sponsor shall have one Demand Registration, exercisable in its sole discretion, to register all or part of its Registrable Securities. The In addition, the Company shall, within ten (10) days of promptly following the Company’s receipt of the a Demand Registration, notify, in writing, writing all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such HolderH▇▇▇▇▇’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances The Company shall the Company not be obligated to effect more than (x) one (1) Registration pursuant to a Demand Registration or a Shelf Underwritten Offering initiated by the Sponsor and (y) an aggregate of three (3) Registrations pursuant to a Demand Registration or a Shelf Underwritten Offering initiated by any other Holders, in each case under subsection 2.1.3 or this subsection 2.01(a) 2.2.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement Registration Statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders and the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) and Section 2.04 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) FL CoFrom and after 180 days following a Qualified Public Offering, any SCF Demand Holder or the Non-Investment and Intrepid Financial Partners or (ii) SCF Demand Holders holding in the Holders of aggregate at least a majority in interest 50% of the thenNon-outstanding number of Registrable Securities, excluding SCF Registrable Securities then held by FL Cothe Non-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) SCF Demand Holders may make a written demand request of the Company (a “Demand Request”) to have the Company effect a registration under the Securities Act (a “Demand Registration”) for Registration the sale of all or part of their Registrable Securities. Following receipt of such Demand Request, which written demand the Company shall describe be required to use commercially reasonable efforts to effect such Demand Registration subject to the amount and type of securities terms hereof; provided that the Registrable Securities proposed to be included offered by the Requesting Holders in any such Demand Request must have a reasonably anticipated aggregate offering price of at least $20,000,000 net of underwriting discounts and commissions; and provided further that (x) the SCF Demand Holders shall be entitled to make no more than five Demand Requests in the aggregate pursuant to the foregoing provisions and (y) subject to paragraph (b) below, the Non-SCF Demand Holders (regardless of whether certain Non-SCF Demand Holders do not participate in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(sRequest) shall be entitled to have their Registrable Securities included in a Registration make no more than one Demand Request pursuant to a Demand Registration the foregoing provisions; and provided further that, with respect to clauses (x) and (y) above, the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an one Demand Registration at the request of any of the Demand Holders in any six-month period. After such time as the Company shall become eligible to use Form S-3 (or comparable form) for the registration under the Securities Act of any of its securities, any Demand Request by SCF with a reasonably anticipated aggregate offering price of three (3) Registrations at least $100,000,000 may be for a “shelf” registration pursuant to Rule 415 under the Securities Act; provided that if SCF requests that any such “shelf” registration statement remain effective for a period in excess of two years, such “shelf” registration shall count as two Demand Registration under Requests for the purposes of this subsection 2.01(a) with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and 2.1(a). (ii) that Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold. Subject to Section 2.3(c), the Company shall use its best efforts to file under the Securities Act 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 on an appropriate form to effect the Demand Registration within 30 days if eligible to use Form S-3, otherwise within 60 days if not so eligible, after receiving a Demand Request (the “Form S-1Required Filing Date”) has become and shall use commercially reasonable efforts to cause the same to be declared effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in SEC as promptly as practicable after such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this Agreementfiling.

Request for Registration. Subject to the provisions of subsection 2.01(dSection 3(b) and Section 2.04 ------------------------ hereof, upon notice provided at any time and from time to time on or after the date hereof by a written instrument executed by any one or more Holders and requesting that the Company consummates effect the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners registration under the Securities Act of any or (ii) the Holders of at least a majority in interest all of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners such requesting Holders (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, but only if the “Demanding Holders”) may make a written demand for Registration number of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities shares sought to be included in such Registration registration in aggregate by all such Holders equals or exceeds 10% or more of the shares of Common Stock then issued and outstanding (calculated on a fully diluted basis)) (such Holder or Holders, "Demanding Holder" or "Demanding Holders"), which notice shall specify the ---------------- ------------------ intended method or methods of disposition of such Registrable Securities, the Company shall prepare and file as soon as is reasonably practicable (but in no event more than 30 days after such request) with the Commission a registration statement with respect to such Registrable Securities and thereafter use its best efforts to cause such registration statement to be declared effective under the Securities Act and such Registrable Securities to be registered under applicable state securities laws as soon as is reasonably practicable for disposition in accordance with the intended method(s) method or methods of distribution disposition stated in such request. Subject to Section 3(b), the Company shall use its best efforts to keep each such registration statement continuously effective in order to permit the prospectus forming a part thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other to be usable by Holders for resales of Registrable Securities for the effectiveness period referred in Section 9. Unless the Company shall elect to defer the Demand Registration as provided in Section 3(b), upon receipt of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registrationrequest, a “Requesting Holder”) the Company shall so notify the Company, in writing, within five (5) business days after receipt of such request, give written notice (the receipt by "Notice") of such request to all other Holders and shall use its ------ best efforts to register the Holder Registrable Securities of the notice from the Company. Upon receipt by the Company of any originally requesting Holders and to include in such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of registration all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securities; providedwhich the Company receives written requests for inclusion therein within fifteen (15) business days after it gives the Notice to the applicable Holders, however, provided that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which such additional Holders shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this Agreementdeemed Demanding Holders.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.4 and Section 2.04 2.4 hereof, at any time and from time to time on or after following the date the Company consummates the Business CombinationEffective Time (but subject to Article V), (i) FL Co-Investment and Intrepid Financial Partners or (ii) the New Holders of holding at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such all New Holders, (ii) Volkswagen, or (iii) the Original Holder (such New Holders, Volkswagen or the Original Holder, as applicablethe case may be, the “Demanding Holders”) ), may make a written demand for Registration of all or part of their Registrable SecuritiesSecurities on Form S-3 (or, if Form S-3 is not available to be used by the Company at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Demand Requesting Holder(s) to the Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five sixty (4560) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of (i) three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration 2.1.1 initiated by FL Co-Investment and Intrepid Financial PartnersNew Holders, which shall be governed by Section 3.06, and (ii) that one (1) Registration pursuant to a Demand Registration shall not be counted for such purposes unless under this subsection 2.1.1 initiated by Volkswagen, or (iii) one (1) Registration pursuant to a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested Demand Registration under this subsection 2.1.1 initiated by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this AgreementOriginal Holder.

Request for Registration. Subject to the provisions of subsection 2.01(d) and Section 2.04 hereof2.4, at any time and from time to time on or after the date the Company consummates the Business CombinationClosing, (i) FL CoHolders holding a majority-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in in-interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment then issued and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) outstanding may make a written demand for Registration registration under the Securities Act of all or part of their Registrable Securities, which written Securities (a “Demand Registration”). Any demand for a Demand Registration shall describe specify the amount and type number of securities Registrable Securities proposed to be included in such Registration sold and the intended method(s) of distribution thereof thereof. Within thirty (such written demand a “Demand Registration”). The Company shall, within ten (1030) days of the Company’s following receipt of the any request for a Demand Registration, notify, in writing, the Company will notify all other Holders of holding Registrable Securities of such the demand, and each Holder of holding Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a the Demand Registration (each such Holder that includes all or a portion including shares of such Holder’s Registrable Securities in such Registrationregistration, a “Requesting Demanding Holder”) shall so notify the Company, in writing, Company within five fifteen (515) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, such Requesting Holder(s) Demanding Holders shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.1.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. Under no circumstances The Company shall the Company not be obligated to effect more than an aggregate of three (3) Demand Registrations pursuant under this Section 2.1.1 in respect of all Registrable Securities. Notwithstanding anything in this Section 2.1 to the contrary, the Company shall not be obligated to effect a Demand Registration, (i) if a Piggy-Back Registration under this subsection 2.01(ahad been available to the Demanding Holder(s) within the one hundred twenty (120) days preceding the date of request for the Demand Registration, (ii) within sixty (60) days after the effective date of a previous registration effected with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested pursuant this Section 2.1, or (iii) during any period (not to exceed one hundred eighty (180) days) following the closing of the completion of an offering of securities by the Requesting Holders Company if such Demand Registration would cause the Company to be registered on behalf of breach a “lock-up” or similar provision contained in the Requesting Holders in underwriting agreement for such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this Agreementoffering.

Request for Registration. Subject to the provisions of subsection 2.01(d) Section ‎2.2.4 and Section 2.04 hereof‎3.4 and provided that the Company does not have an effective Registration Statement pursuant to Section ‎2.1 covering Registrable Securities, at any time and from time to time on or after the date thirtieth day the Company consummates the Business CombinationClosing, either (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners the Holders (FL Co-Investment and Intrepid Financial Partners other than the Sponsor) or such Holders, as applicable, (ii) the Sponsor or its Affiliates or transferees (the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities on (a) Form F-1, or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities or (b) if available, Form F-3, which in the case of either clause (a) or (b), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section ‎2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to Section ‎2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effectfile, as soon thereafter as practicable, but not no more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, and the Company shall use reasonable best efforts to effect the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand RegistrationRegistration as soon as practicable. Under no circumstances shall the Company be obligated to effect more than (i) an aggregate of three (3) Registrations pursuant to a Demand Registration or an Underwritten Shelf Takedown initiated by the Sponsor or its Affiliates (including their permitted assigns), as a group, and (ii) an aggregate of three (3) Registrations pursuant to a Demand Registration or an Underwritten Shelf Takedown initiated by the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Holders (other than the Sponsor) (including their permitted assigns), as a group, in each case under Section ‎2.1.4 or this subsection 2.01(a) Section ‎2.2.1 with respect to any or all Registrable Securities; Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement Registration Statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders and the Requesting Holders (or in the case of an Underwritten Shelf Takedown, the Shelf Demanding Holders and the Shelf Requesting Holders) to be registered on behalf of the Demanding Holders and the Requesting Holders (or in the case of an Underwritten Shelf Takedown, the Shelf Demanding Holders and the Shelf Requesting Holders) in such Form S‑1 Registration have been sold, in accordance with Section 3.01 ‎3.1 of this Agreement. Notwithstanding anything to the contrary in this Agreement, the IPO Underwriter may demand an Underwritten Offering pursuant to Section ‎2.1.4 or this Section ‎2.2.1 on only one (1) occasion and only during the period commencing on the date of this Agreement and ending on the second anniversary of the date of this Agreement, and, thereafter, will no longer have any rights under Section ‎2.1.4 or this Section ‎2.2.1.

Request for Registration. Subject to the provisions of subsection 2.01(d) and Section 2.04 hereof, at At any time and from time to time on or after the date the Company consummates the Business Combinationhereof, (i) FL Coone or more Investors other than Cathay (the “Non-Investment Cathay Investors”) holding at least 1,000,000 Registrable Securities in the aggregate (subject to adjustment in the event of a stock split, consolidation or recapitalization) and Intrepid Financial Partners or (ii) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) Cathay may each make a separate written demand for Registration registration under the Securities Act of all or part (but not less than 500,000, subject to adjustment in the event of a stock split, consolidation or recapitalization) of their respective Registrable Securities, which written Securities (a “Demand Registration”). Any such demand for a Demand Registration shall describe specify the amount type and type number of securities shares of Registrable Securities proposed to be included in such Registration sold and the intended method(s) of distribution thereof (such written thereof. In the event of a demand a “Demand Registration”). The by one or more Non-Cathay Investors, the Company shall, will notify all other Non-Cathay Investors of the demand within ten (10) days of from the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Non-Cathay Investor that holds Registrable Securities who thereafter and wishes to include all or a portion of such Holder’s its Registrable Securities in a Registration pursuant to a the Demand Registration of the Non-Cathay Investors (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such together with the Non-Cathay Investors demanding the Demand Registration, a the “Requesting HolderNon-Cathay Demanding Holders”) shall so notify the Company, in writing, Company within five fifteen (515) days after the receipt by the Holder holder of the notice from the Company. In the case of a demand by one or more Non-Cathay Investors, each Non-Cathay Demanding Holder shall be referred to as a “Demanding Holder”, and in the case of a demand by Cathay, Cathay shall be referred to as the “Demanding Holder”. Upon receipt by such a demand for a Demand Registration, the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Demanding Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.1.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. Under no circumstances The Company shall the Company not be obligated to effect more than an aggregate of three two (32) Demand Registrations pursuant to a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securities; provided, however, that clause (i) of the first sentence of this limitation shall not apply Section 2.1.1 and two (2) additional Demand Registrations pursuant to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and clause (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the first sentence of this Section 2.1.1 in respect of Registrable Securities. Registrable Securities requested by registered under this Section shall remain subject to the Requesting Holders to be registered on behalf transfer restrictions set forth in Section 5.3 of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this Merger Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.2.4 hereof and Section 2.04 hereof, at any time and from time to time on or after the date provided that the Company consummates the Business Combinationdoes not have an effective Registration Statement pursuant to subsection 2.1.1 or subsection 2.1.2 outstanding covering Registrable Securities, (i) FL Co-Investment and Intrepid Financial Partners or (iia) the Existing Holders of at least a majority in majority-in-interest of the then-outstanding number of Registrable Securities, excluding Securities held by the Existing Holders or (b) the New Holders of at least a majority-in-interest of the then-outstanding number of Registrable Securities held by FL Co-Investment and Intrepid Financial Partners the New Holders (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) ), in each case, may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten five (105) days of the Company’s receipt of the Demand RegistrationRegistration (other than with respect to a Block Trade), notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five thirty (4530) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration by the Existing Holders under this subsection 2.01(a) 2.2.1 with respect to any or all Registrable SecuritiesSecurities held by such Existing Holders; provided, however, that (i) this limitation shall not apply a Registration pursuant to any a Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement Registration Statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Form S‑1 Registration Statement have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.2.4 and Section 2.04 2.4 hereof, and provided that the Company does not have an effective Registration Statement pursuant to subsection 2.2.1 outstanding covering all the Registrable securities, at any time and from time to time on or after the date first anniversary of the Company consummates Closing, either (a) the Business CombinationSponsor, (i) FL Co-Investment and Intrepid Financial Partners or (iib) the New Holders of at least a majority in majority-in-interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners the New Holders (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) ), in each case, may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten five (105) business days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) business days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five sixty (4560) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three two (32) Registrations initiated by the Sponsor (the “Sponsor Registrations”), provided that (A) Learn Capital, LLC (as successor in interest to and/or a Permitted Transferee of the Sponsor) or its affiliates shall be entitled to initiate one (1) Sponsor Registration and (B) CWAM Investors LLC (as successor in interest to and/or a Permitted Transferee of the Sponsor) or its affiliates shall be entitled to initiate one (1) Sponsor Registration, pursuant to a Demand Registration under this subsection 2.01(a) 2.2.1 with respect to any or all Registrable Securities; provided. Notwithstanding anything to the contrary in this subsection 2.2.1, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partnersin the form of an Underwritten Offering, which shall be governed by Section 3.06must include, and in the aggregate, Registrable Securities having an aggregate market value of at least $10,000,000 (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of based on the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders included in such Form S‑1 Demand Registration have been sold, by all Holders participating in accordance with Section 3.01 of this Agreementsuch Demand Registration).

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.2.4 and Section 2.04 hereof2.4 hereof and provided that the Company does not have an effective Registration Statement pursuant to subsection 2.1.1 or subsection 2.1.2 covering Registrable Securities, at any time and from time to time on or after the date the Company consummates the Business CombinationEffective Time, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of holding at least a majority in interest $10,000,000 of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners all Holders (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) ), may make a written demand for Registration of all or part of their Registrable SecuritiesSecurities on Form F-1 (or such other form of registration statement as is then available to permit Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand demand, a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Demand Requesting Holder(s) to the Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect(i) file a Registration Statement in respect of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holder(s) pursuant to such Demand Registration, as soon thereafter as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the Demand Registration, and (ii) effect the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationthereunder as soon thereafter as practicable. Under no circumstances shall the Company be obligated to effect more than an aggregate of three five (35) Demand Registrations pursuant to a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this Agreement2.2.1.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.4 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date the Company consummates the initial Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners or (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, ii) BTIG (the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand demand, a “Demand Registration”). The Company shall, within ten (10) five business days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) three business days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) 45 days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) 2.1.1 with respect to any or all Registrable Securities, including one Demand Registration on behalf of BTIG and its designees; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 S-1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) and Section 2.04 hereof, at At any time and from time to time on or after the date the Company consummates the Business Combination, earlier to occur of (i) FL Co-Investment the second anniversary of the date hereof and Intrepid Financial Partners or (ii) the Holders of at least a majority in interest 180th day following the consummation of the then-outstanding number Company's Initial Public Offering, any of Registrable Securitiesthe DLJMB Holders and any of the DLJIP Holders or a Majority Interest of the Existing Holders may request, excluding Registrable Securities held by FL Co-Investment in writing (a "Demand Request"), that the Company prepare and Intrepid Financial Partners file with the Commission a Registration Statement (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”"Demand Registration Statement") may make on the appropriate form for a written demand for Registration public offering of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a any portion of such Holder’s Holders' Registrable Securities to be made in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities the manner specified in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securitiesrequest; provided, however, that subject to Section 2(e), the Company shall not be required to effect (i) more than two Demand Registration Statements on behalf of the DLJMB Holders with respect to the Preferred Shares, (ii) more than two Demand Registration Statements on behalf of the DLJMB Holders with respect to the Warrants and Warrant Shares held by the DLJMB" Holders; (iii) more than two Demand Registration Statements on behalf of the DLJIP Holders with respect to the Warrants and Warrant Shares held by the DLJIP Holders or (iv) more than two Demand Registration Statements on behalf of the Existing Holders; provided, further, that any Demand Request by the DLJMB Holders that includes both Preferred Shares and Warrant Shares (and/or Warrants) shall be deemed to constitute only one Demand Registration Statement for purposes of this limitation Section 2(a). The Company shall not apply be required to effect any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall Statement pursuant to this Section 2(a) unless (i) the Registrable Securities to be governed by Section 3.06, and sold have an aggregate fair market value equal to or in excess of $20 million or (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and represent all of the Registrable Securities requested held by the Requesting Holders holder making the Demand Request of the class of such Registrable Securities proposed to be registered on behalf sold pursuant to such Demand Registration Statement. Each Demand Request so made by the DLJMB Holders, the DLJIP Holders or Existing Holders shall specify the number and kind of Registrable Securities proposed to be sold. Subject to Section 2(g), the Company shall use its reasonable best efforts to file the Demand Registration Statement covering the Registrable Securities which are the subject of the Requesting Holders Demand Request, as well as any Registrable Securities included in such Demand Registration Statement pursuant to Section 2(c), within 90 days after receiving a Demand Request (the "Required Filing Date") and to cause the same to be declared effective by the Commission as promptly as practicable after such filing and to keep such Demand Registration Statement (other than a Shelf Registration Statement filed pursuant to Section 6(a)) effective for a period beginning on the date such Demand Registration Statement is declared effective and ending on the earlier of (i) the date which is 180 days following the effective date thereof (or 90 days if the Demand Registration Statement is on Form S‑1 S-3 or any successor form), or (ii) the date on which all Registrable Securities of the Holders included in such Demand Registration Statement have actually been sold, in accordance with Section 3.01 of this Agreementsold thereunder.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.5 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) to the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding extent that any Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, are not registered pursuant to the “Shelf Registration a Demanding Holders”) Holder may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten within[three (103) days Business Days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Registration Requesting Holder”) shall so notify the Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a one or more Demand Registration Requesting Holder(s) to the Company, such Demand Registration Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Registration Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations in the aggregate pursuant to a Demand Registration Registrations under this subsection 2.01(a) 2.1.2, with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders (subject to subsection 2.1.5) in such Form S‑1 S-1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.4 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners J▇▇▇▇ or (ii) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, Securities (excluding Registrable Securities held by FL Co-Investment J▇▇▇▇ and Intrepid Financial Partners its Permitted Transferees) (FL Co-Investment and Intrepid Financial Partners J▇▇▇▇ or such Holders, as applicablethe case may be, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) 2.1.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial PartnersJ▇▇▇▇ or its Permitted Transferees, which shall be governed by Section 3.063.6, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 S-1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) Section 2.2.4 and Section 2.04 hereof, at any time 3.4 and from time to time on or after the date provided that the Company consummates the Business Combinationdoes not have an effective Registration Statement pursuant to Section 2.1 covering Registrable Securities, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of holding at least a majority in majority-in-interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities on (a) Form F-1, or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities or (b) if available, Form F-3, which in the case of either clause (a) or (b), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) methods of distribution thereof (such written demand a “Demand Registration”)) provided that such Holders reasonably expect to sell Registrable Securities yielding aggregate gross proceeds in excess of the Minimum Amount. The Company shall, within ten (10) business days of following the Company’s receipt of the a Demand Registration, notify, in writing, writing all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) business days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) Holder to the Company, subject to Section 2.2.4 below, such Requesting Holder(s) Holder shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effectfile, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, and the Company shall use reasonable best efforts to effect the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand RegistrationRegistration as soon as practicable. Under no circumstances The Company shall the Company not be obligated to effect more than (i) an aggregate of three (3) Registrations pursuant to a Demand Registration or an Underwritten Shelf Takedown initiated by the Sponsor and other SPAC Holders (and their respective Permitted Transferees), as a group, and (ii) an aggregate of three (3) Registrations pursuant to a Demand Registration or an Underwritten Shelf Takedown initiated by the Filament Holders (and their Permitted Transferees), as a group, in each case under Section 2.1.4 or this subsection 2.01(a) Section 2.2.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement Registration Statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders and the Requesting Holders (or in the case of an Underwritten Shelf Takedown, the Shelf Demanding Holders and the Shelf Requesting Holders) to be registered on behalf of the Demanding Holders and the Requesting Holders (or in the case of an Underwritten Shelf Takedown, the Shelf Demanding Holders and the Shelf Requesting Holders) in such Form S‑1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement. Notwithstanding anything to the contrary in this Agreement, the IPO Underwriters may demand an Underwritten Offering pursuant to Section 2.1.4 or this Section 2.2.1 on only one (1) occasion and only during the period commencing on the date of this Agreement and ending on August 12, 2026, and, thereafter, will no longer have any rights under Section 2.1.4 or this Section 2.2.1.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.4 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date the Company consummates the initial Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners the Sponsors, officers or directors of the Company or their affiliates, or the transferees of the foregoing or (FL Co-Investment and Intrepid Financial Partners ii) Chardan and/or its designees or such Holders, as applicablePermitted Transferees (in each case, the “Demanding Holders”) ), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) 2.1.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 S-1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) Section 2.1.4 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business CombinationClosing Date, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Original Holders of holding at least a majority 30% in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment the Original Holders (including the Sponsor), (ii) ▇▇▇▇▇▇ Holdings, (iii) ▇▇▇▇▇ ▇▇▇▇▇▇ Management, and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners iv) ▇▇▇▇▇ ▇▇▇▇▇▇ (such New Holders or such Holders, as applicable, Original Holders the “Demanding Holders”) ), may each make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company BAC shall, within ten (10) days of the CompanyBAC’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a the Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the CompanyBAC, in writing, within five ten (510) days after the receipt by the Holder of the notice from the CompanyBAC. Upon receipt by the Company BAC of any such written notification from a Requesting Holder(s) to the CompanyBAC, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company BAC shall effect, as soon thereafter as practicable, but not more than forty-forty five (45) days immediately after the CompanyBAC’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company BAC be obligated to effect more than an aggregate of three (3) Demand Registrations pursuant to a this Section 2.1.1, including one Registration Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securitiesby the Sponsor and two demand registrations for ▇▇▇▇▇▇ Holdings, ▇▇▇▇▇ ▇▇▇▇▇▇ Management and ▇▇▇▇▇ ▇▇▇▇▇▇; provided, however, that (i) this limitation shall not apply an Underwritten Offering pursuant to any a Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement Registration Statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Demanding Holders to be registered on behalf of the Requesting Demanding Holders in such Form S‑1 Registration Statement have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.2.5 and Section 2.04 Sections 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Company consummates the Business CombinationClosing Date, each of (i) FL Co-Investment and Intrepid Financial Partners or (iia) the Gores Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Securities held by the Gores Holders (the “Gores Demanding Holders”) and (b) the Luminar Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by FL Co-Investment and Intrepid Financial Partners the Luminar Holders (FL Co-Investment and Intrepid Financial Partners or such the “Luminar Holders, as applicable,” together with the Gores Demanding Holders, the “Demanding Holders”) ), may make a written demand for Registration of all or part of their Registrable SecuritiesSecurities on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand RegistrationRegistration (other than a Demand Registration with respect to any Registrable Securities to be distributed by the Sponsor to its members following the expiration of the Common Stock Lock-up Period or the Private Placement Lock-up Period, as applicable), notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances The Company shall the Company not be obligated to effect more than (A) an aggregate of three six (36) Registrations pursuant to a Demand Registration initiated by the Gores Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Luminar Holders, in each case under this subsection 2.01(a) 2.2.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement Registration Statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders and the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement; provided, further that if after a Demanding Holder executes the maximum number of Demand Registrations permitted hereunder and the related offerings are completed, such Demanding Holder continues to hold Registrable Securities that would reasonably exceed the Minimum Amount if sold in a single public offering, such Demanding Holder shall have the right to execute at least one (1) additional Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.2.4 hereof and Section 2.04 hereof, at any time and from time to time on or after the date provided that the Company consummates does not have an effective Registration Statement pursuant to subsection 2.1 outstanding covering the Business CombinationRegistrable Securities, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in majority-in-interest of the then-then outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners the HeartFlow Holders or the Sponsor Group Holders (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) ), in each case, may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration, including by filing a Registration Statement relating thereto as soon as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) 2.1.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply a Registration pursuant to any a Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) 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 Registration Statement with respect to such time (“Form S-1”) Demand Registration has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders in and the Demanding Holders on such Form S‑1 Registration Statement have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to (a) Commencing on the provisions of subsection 2.01(d) and Section 2.04 date hereof, at any time and from time to time on Holder or after the date the Company consummates the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners shall have the right to require SpinCo to file a registration statement on Form S-1 or S-3 or any similar or successor to such Holders, as applicable, forms under the “Demanding Holders”) may make Securities Act for a written demand for Registration public offering of all or part of its or their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof Securities (such written demand a “Demand Registration”), by delivering to SpinCo written notice stating that such right is being exercised, naming, if applicable, the Holders whose Registrable Securities are to be included in such registration (collectively, the “Demanding Shareholders”), specifying the number of each such Demanding Shareholder’s Registrable Securities to be included in such registration and, subject to Section 2.1.3 hereof, describing the intended method of distribution thereof (a “Demand Request”). The Company shallSpinCo shall use its reasonable best efforts to cause Demand Registrations to be registered on Form S-3 (or any similar or successor form) once SpinCo becomes eligible to use Form S-3 (or any similar or successor form). (b) Subject to Section 2.1.5, SpinCo shall file the registration statement in respect of a Demand Registration as soon as practicable and, in any event, within ten forty-five (1045) days of after receiving a Demand Request (the Company’s receipt of “Required Filing Date”) and shall use reasonable best efforts to cause the same to be declared effective by the SEC as promptly as practicable after such filing; provided, however, that: (i) SpinCo shall not be obligated to effect a Demand Registration pursuant to Section 2.1.1(a) unless the Demand Registration, notify, in writing, all other Holders Request is for a number of Registrable Securities with a market value, as of the closing price of the day such demandDemand Registration is submitted, that is equal to at least $100,000,000; and (ii) Subject to Section 2.1.1(a), (x) RemainCo, the Subsidiary Holders and their respective Permitted Transferees will be entitled to request, collectively, up to eight (8) Demand Registrations (including Shelf Registrations) and (y) any Holder that is not RemainCo, a Subsidiary Holder or their respective Permitted Transferee will be entitled to request up to (A) if such Holder holds, at the time such Holder becomes party to this Agreement pursuant to Section 2.9, Registrable Securities representing at least fifteen percent (15%) of the then issued and outstanding shares of Common Stock, four (4) Demand Registrations (including Shelf Registrations) or (B) in all other instances, two (2) Demand Registrations (including Shelf Registrations), in each case without a Demand Registration requested pursuant to clause (x) or (y) counting against the total number of demands granted under the other clause. SpinCo and any Holder shall be entitled to participate in a Demand Registration initiated by any other Holder, and SpinCo shall give prompt written notice to each Holder of Registrable Securities who thereafter wishes other than the Demanding Shareholders (which notice shall be given not less than seven (7) Business Days prior to the anticipated filing date of the registration statement or, in the case of a Shelf Registration Statement, preliminary prospectus supplement in respect of such Demand Registration), which notice shall offer each such Holder the opportunity to include any or all or a portion of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.1.4 hereof. Each such Holder who desires to have its Registrable Securities included in such registration statement shall so advise SpinCo in writing (stating the number of shares desired to be registered) within three (3) Business Days after the date of such notice from SpinCo. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in a Registration any registration statement pursuant to a Demand Registration (each such Holder that includes all or a portion this Section 2.1.1 by giving written notice to SpinCo of such Holder’s withdrawal. Subject to Section 2.1.4 below, SpinCo shall include in such registration statement all such Registrable Securities in such Registrationso requested to be included therein. (iii) Until the date on which SpinCo first becomes eligible to use a Form S-3 (or any similar or successor form) as a Shelf Registration Statement, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but SpinCo will not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a one Demand Registration under this subsection 2.01(a) with respect which, for the avoidance of doubt, shall be in addition to any or all Registrable Securitiesregistration on a Shelf Registration Statement, in any four (4)-month period; provided, however, provided that (ithe restrictions set forth in this Section 2.1.1(b)(iii) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, of no further effect from and (ii) that a Registration shall not be counted for after such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this Agreementdate.

Request for Registration. Subject to the provisions of subsection 2.01(d) and Section 2.04 hereofThe Company agrees that, at any time and from time to time on or after the date the Company consummates the Business Combinationtime, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) may make a written demand for Registration to register the resale or transfer of all or part of their the Registrable Securities, which written demand shall describe the amount and type of securities shares to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Notwithstanding the foregoing, the Company’s obligations to include the Registrable Securities in the Registration Statement are contingent upon each Demanding Holder or Requesting Holder furnishing in writing to the Company such information regarding such Holder, the securities of the Company held by such Holder and the intended method of disposition of the Registrable Securities as reasonably permitted or requested by the Company, to effect the registration of the Registrable Securities, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations. Notwithstanding the foregoing, if the Commission prevents the Company from including in the Registration Statement any or all of the Registrable Securities due to limitations on the use of Rule 415 of the Securities Act for the resale or transfer of the Registrable Securities by the applicable stockholders or otherwise, the Registration Statement shall register for resale or transfer such number of Registrable Securities which is equal to the maximum number of Registrable Securities as is permitted by the Commission. In such event, the number of Registrable Securities to be registered for each selling stockholder named in the Registration Statement shall be reduced Pro Rata (as defined below) among all such selling stockholders. If the Commission requests that any Demanding Holder or Requesting Holder be identified as a statutory underwriter in the Registration Statement, such Holder will have an opportunity to withdraw from the Registration Statement. The Company will use its commercially reasonable efforts to maintain the continuous effectiveness of the Registration Statement until the earliest of (i) the date on which the Registrable Securities may be resold without volume or manner of sale limitations pursuant to Rule 144, (ii) the date on which such Registrable Securities have actually been sold and (iii) the date which is three (3) years after the effectiveness of the Registration. Notwithstanding anything to the contrary herein, this subsection 2.1.1 shall not prevent a sale, merger, going private or similar transaction involving the Company. Under no circumstances shall the Company be obligated to effect more than an aggregate of three two (32) Registrations pursuant to a Demand Registration under this subsection 2.01(a) 2.1.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this Agreement.

Request for Registration. Subject At any time after the earlier of the consummation of an Initial Public Offering or the second anniversary of the Effective Date, an Initiating Holder may deliver to the provisions of subsection 2.01(dCompany a written request (an “Initiating Request”) and Section 2.04 hereof, at any time and from time to time on or after the date that the Company consummates register with the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) Commission under the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) may make a written demand for Registration of Act all or part of their the Registrable SecuritiesCommon Stock owned by such Initiating Holder, which request shall specify the number of shares of Registrable Common Stock to be disposed of by such Initiating Holder and the proposed plan of distribution of such shares. Upon the receipt of any Initiating Request for registration pursuant to this Section 2, the Company will promptly (and in any event within 10 Business Days after receipt of such Initiating Request) notify in writing all other Holders of the receipt of such request and will use its reasonable best efforts to effect, at the earliest commercially practicable date, such registration under the Securities Act of: (i) the Registrable Common Stock that the Company has been so requested to register by such Initiating Holder; and (ii) all other Registrable Common Stock that the Company has been requested to register by any other Holders by written demand request given to the Company within 30 days after the giving of written notice by the Company to such other Holders of the Initiating Request, all to the extent necessary to permit the proposed method of disposition of the Registrable Common Stock so to be registered; provided that, (A) after an Initial Public Offering, the Company shall describe not be required to effect more than a total of three registrations pursuant to this Section 2 for all Holders of Registrable Common Stock ; (B) the amount and type Company shall not be required to effect any registration pursuant to this Section 2 that covers the offering of less than $25,000,000 of Registrable Common Stock (based on the closing price of the Common Stock on the date of such Initiating Request if the Common Stock is then traded on a national securities exchange or in the NASDAQ national market, or based on the advice of the managing underwriter regarding the likely public offering price of the Registrable Common Stock if the Common Stock is not then so traded), provided, however, that if the first registration to be effected pursuant to this Section 2 is the Initial Public Offering, the Company shall be required to effect such registration without regard to any minimum offering amount; (C) if the Company shall have previously effected a registration pursuant to this Section 2 or shall have previously effected a registration of which notice has been given to the Holders pursuant to Section 3, the Company shall not be required to effect any registration pursuant to this Section 2 until a period of 120 days shall have elapsed from the date on which such previous registration ceased to be effective; and (D) any Holder whose Registrable Common Stock was to be included in any such Registration and registration pursuant to this Section 2(a), may, by written notice to the intended method(s) Company received any time prior to the effectiveness of distribution thereof (such written demand a “Demand Registration”)registration, withdraw its request to have its shares of Registrable Common Stock included in such registration. The Company shall, within ten (10) days of Upon the Company’s receipt of written notice of the Demand Registration, notifywithdrawal of such request from Holders (other than Management Holders) holding a number of shares of Registrable Common Stock such that the Holders (other than Management Holders) that have not elected to withdraw do not hold, in writingthe aggregate, all other Holders the requisite percentage of Outstanding Common Stock to initiate a request for registration under this Section 2(a) or do not propose to offer for sale the requisite amount of Registrable Securities Common Stock to require the Company to effect a registration under this Section 2(a), the Company shall not effect such registration and such registration shall not count as one of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration the permitted registrations pursuant to this Section 2(a); provided that (x) any Initiating Holder may withdraw its Initiating Request not more than twice unless such Initiating Request is withdrawn for a Demand Registration reason specified in subclause (each y)(I) below; and (y) the Initiating Holder shall either (I) elect to pay or reimburse the Company for all Expenses incurred in connection with the second registration that is not effected as the result of an Initiating Request that is withdrawn by such Holder that includes all or a portion Initiating Holder, pursuant to this paragraph (D), unless such Initiating Request is withdrawn either at the request of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt or because a breach by the Company of any such written notification from its obligations under this Agreement has materially and adversely affected the proposed offering, or within five Business Days following the occurrence of a Requesting Holder(s) to material adverse change in the CompanyCompany or its business, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and which cases the Company shall effectpay all Expenses incurred in connection with such registration, or (II) have the withdrawn Initiating Request count as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt one of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders permitted registrations pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three paragraph (3A) Registrations pursuant to a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this Agreementabove.

Request for Registration. Subject to the provisions of subsection 2.01(d) 2.1.4 and Section 2.04 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business CombinationClosing, (i) FL Co-Investment and Intrepid Financial Partners or (iia) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Securities held by the Original Holders or (b) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by FL Co-Investment and Intrepid Financial Partners the Additional Holders (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicablein each case, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company Parent shall, within ten (10) days of the CompanyParent’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the CompanyParent, in writing, within five (5) days after the receipt by the Holder of the notice from the CompanyParent. Upon receipt by the Company Parent of any such written notification from a Requesting Holder(s) to the Company), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company Parent shall use commercially reasonable efforts to effect, as soon thereafter as practicable, but not more later than forty-five (45) days immediately the 65th day after the CompanyParent’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company Parent be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) 2.1.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 F-1, or any similar long-form registration statement that may be available at such time (“Form S-1F-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 F-1 Registration have been sold, in accordance with Section 3.01 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.01(d) and Section 2.04 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) FL Co-Investment From and Intrepid Financial Partners or (ii) after the Holders of at least a majority in interest of the then-outstanding number of Registrable SecuritiesEligibility Date, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) any SCF Demand Holder may make a written demand request of the Company (an “SCF Demand Request”) to have the Company effect a registration under the Securities Act (a “Demand Registration”) for Registration the sale of all or part of their SCF Registrable Securities. Following receipt of such Demand Request, which written demand the Company shall describe be required to use commercially reasonable efforts to effect such Demand Registration subject to the amount and type of securities terms hereof; provided that the SCF Registrable Securities proposed to be included offered by the Requesting Holders in any such Registration SCF Demand Request must have a reasonably anticipated aggregate offering price of at least $20,000,000 net of underwriting discounts and commissions; and provided further that subject to paragraph (b) below, the intended method(s) of distribution thereof (such written demand SCF Demand Holders shall be entitled to make no more than one SCF Demand Request pursuant to the foregoing provisions. The SCF Demand Request may be for a “shelf” registration pursuant to Rule 415 under the Securities Act. (ii) From and after the Eligibility Date, any Non-SCF Demand Registration”). The Company shall, within ten (10) days Holder may make a written request of the Company’s receipt of Company (a “Non-SCF Demand Request”) to have the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to Company effect a Demand Registration (each such Holder that includes for the sale of all or a portion part of their Non-SCF Registrable Securities. Following receipt of such Holder’s Non-SCF Demand Request, the Company shall be required to use commercially reasonable efforts to effect such Demand Registration subject to the terms hereof; provided that the Non-SCF Registrable Securities proposed to be offered by the Requesting Holders in any such Demand Request must have a reasonably anticipated aggregate offering price of at least $10,000,000 net of underwriting discounts and commissions; and provided further that subject to paragraph (b) below, the Non-SCF Demand Holders (regardless of whether certain Non-SCF Demand Holders do not participate in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(sNon-SCF Demand Request) shall be entitled to have their make no more than one Non-SCF Demand Request pursuant to the foregoing provisions. The Non-SCF Demand Request may be for a “shelf” registration pursuant to Rule 415 under the Securities Act. (iii) Each Demand Request shall specify the number of shares of Registrable Securities included in a Registration pursuant proposed to a Demand Registration and be sold. Subject to Section 2.3(c), the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after use its best efforts to file under the Company’s receipt of Securities Act a registration statement on an appropriate form to effect the Demand RegistrationRegistration within 30 days if eligible to use Form S-3, otherwise within 60 days if not so eligible, after receiving a Demand Request (the Registration of all Registrable Securities requested “Required Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Demanding Holders and Requesting Holders pursuant to SEC as promptly as practicable after such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this Agreementfiling.

Request for Registration. Subject to the provisions of subsection 2.01(d) and Section 2.04 hereof, at At any time and from time to time on or after the date expiration of any lock-up to which an Investor is subject, and subject to compliance by such Investor with Section 3.4, so long as there is not then an effective Resale Shelf Registration Statement available for the Company consummates the Business Combinationresale of Registrable Securities pursuant to Section 2.1, (i) FL Co-Investment and Intrepid Financial Partners or the Sponsor, (ii) the Holders of at least Sponsor Parties who hold a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners all Sponsor Parties or (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, iii) the “Demanding Holders”) Target Parties may make a written demand for Registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form S-1 or any similar long-form Registration or, which written if then available, on Form S-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as a “Demand Registration”. Any demand for a Demand Registration shall describe specify the amount and type number of securities shares of Registrable Securities proposed to be included in such Registration sold and the intended method(s) of distribution thereof (such written demand a “Demand Registration”)thereof. The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, will notify all other Holders Investors that are holders of Registrable Securities of such the demand, and each Holder such holder of Registrable Securities who thereafter wishes to include all or a portion of such Holderholder’s Registrable Securities in a Registration pursuant to a the Demand Registration (each such Holder that includes all or a portion holder including shares of such Holder’s Registrable Securities in such Registrationregistration, a “Requesting Demanding Holder”) shall so notify the Company, in writing, Company within five (5) fifteen days after the receipt by the Holder holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, such Requesting Holder(s) Demanding Holders shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.2.4 and the proviso set forth in Section 3.1.1. The Company shall not be obligated to effect: (a) more than one Demand Registration during any three-month period; (b) any Demand Registration at any time there is an effective Resale Shelf Registration Statement on file with the Commission pursuant to Section 2.1; or (c) more than three Underwritten Demand Registrations in respect of all Registrable Securities requested held by the Demanding Holders and Requesting Holders pursuant to such Demand RegistrationSponsor Parties, each of which will also count as an Underwritten Takedown of the Sponsor Parties under Section 2.1.5(b)(ii). Under no circumstances The Company shall the Company be obligated to effect more than offer an aggregate unlimited number of three (3) Underwritten Demand Registrations pursuant to a Demand Registration under this subsection 2.01(a) with in respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested held by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this AgreementTarget Parties.

Request for Registration. Subject to the provisions of subsection 2.01(d) and Section 2.04 hereof2.4, at any time and from time to time on or after the date the Company consummates the Business CombinationClosing Date, (i) FL CoInvestors holding a majority-Investment and Intrepid Financial Partners or (ii) the Holders of at least a majority in in-interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment then issued and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) outstanding may make a written demand for Registration registration under the Securities Act of all or part of their Registrable Securities, which written Securities (a “Demand Registration”). Any demand for a Demand Registration shall describe specify the amount and type number of securities Registrable Securities proposed to be included in such Registration sold and the intended method(s) of distribution thereof thereof. Within thirty (such written demand a “Demand Registration”). The Company shall, within ten (1030) days of the Company’s following receipt of the any request for a Demand Registration, notify, in writing, Pubco will notify all other Holders of Investors holding Registrable Securities of such the demand, and each Holder of Investor holding Registrable Securities who thereafter wishes to include all or a portion of such HolderInvestor’s Registrable Securities in a Registration pursuant to a the Demand Registration (each such Holder that includes all or a portion Investor including shares of such Holder’s Registrable Securities in such Registrationregistration, a “Requesting Demanding Holder”) shall so notify the Company, in writing, Pubco within five fifteen (515) days after the receipt by the Holder Investor of the notice from the CompanyPubco. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, such Requesting Holder(s) Demanding Holders shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.1.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. Under no circumstances Pubco shall the Company not be obligated to effect more than an aggregate of three (3) Demand Registrations pursuant under this Section 2.1.1 in respect of all Registrable Securities. Notwithstanding anything in this Section 2 to the contrary, Pubco shall not be obligated to effect a Demand Registration, (i) if a Piggy-Back Registration under this subsection 2.01(ahad been available to the Demanding Holder(s) within the one hundred twenty (120) days preceding the date of request for the Demand Registration, (ii) within sixty (60) days after the effective date of a previous registration effected with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by pursuant this Section 2.1 or (iii) during any period (not to exceed one hundred eighty (180) days) following the Requesting Holders to be registered on behalf closing of the Requesting Holders completion of an offering of securities by Pubco if such Demand Registration would cause Pubco to breach a “lock-up” or similar provision contained in the underwriting agreement for such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this Agreementoffering.

Request for Registration. Subject to the provisions of subsection 2.01(d) and Section 2.04 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners At any time, any Holder or Holders (ii) the Holders of at least "Requesting Holders"), may request the Company, in writing (a majority in interest of "Demand Request"), to effect the then-outstanding number of Registrable Securities, excluding Registrable registration under the Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) may make a written demand for Registration Act of all or part of its or their Registrable SecuritiesShares (a "Demand Registration"); provided, however, that the aggregate market value (based on the current market price of the Common Stock on the date the Company receives the Demand Request) of the Registrable Shares to which written demand shall describe such Demand Request relates must be at least: (i) $1,000,000, or (ii) in the amount and type of securities event that the Demand Registration is to be included effected pursuant to an underwritten offering, $5,000,000; provided, further, that Holders may make only one such Demand Request in any six month period. (ii) The Company shall effect such Demand Registration on Form S-3 promulgated under the Securities Act or any successor form thereto; provided, however, that, if at any time, the Company is not eligible to register securities on Form S-3 or such successor form, such Requesting Holder shall have the right to require the Company to effect the proposed Demand Registration on Form S-1 promulgated under the Securities Act or any successor form thereto. Notwithstanding the foregoing, the Holders and the intended method(s) of distribution thereof Company agree that any Demand Registration hereunder may be effected by the Company by filing a prospectus supplement pursuant to the "shelf" registration statement on Form S-3, as amended, originally filed by the Company with the SEC on June 29, 2001 (such written demand the "Shelf Registration Statement," and any prospectus supplement thereto filed in connection with a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders a "Prospectus Supplement"). (iii) Each Demand Request shall specify the number of Registrable Securities Shares proposed to be sold. If the Requesting Holders intend to distribute the Registrable Shares covered by their request by means of such demandan underwritten offering, they shall so advise the Company as part of their Demand Request, and each the right of any Holder of Registrable Securities who thereafter wishes or Permitted Third-Party Holder to include all or a portion Registrable Shares in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder’s 's or Permitted Third-Party Holder's Registrable Securities Shares in a Registration pursuant the underwriting. All Holders and Permitted Third-Party Holders proposing to a distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting in accordance with Section 1.1(c). (iv) Subject to Section 1.1(f), the Company shall file the Demand Registration within ninety (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (590) days after receiving a Demand Request (the receipt "Required Filing Date") and shall use its reasonable best efforts to cause the same to be declared effective by the Holder of the notice from the Company. Upon receipt by SEC as promptly as reasonably practicable after such filing; provided, however, that the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to need effect more than only an aggregate of three (3) Demand Registrations pursuant to a Demand Registration under Requests made pursuant to this subsection 2.01(aSection 1.1(a) with respect only one (1) of which is required to any or all Registrable Securitiesbe an underwritten offering; provided, howeverand provided further, that if the Company is not eligible to register securities on Form S-3 or any successor form thereto, the Company need only affect an aggregate of two (i2) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Registrations on Form S-1 or any similar long-successor form thereto pursuant to Demand Requests made pursuant to this Section 1.1(a) only one (1) of which is required to be an underwritten offering. The Company shall not be required to effect a registration statement that pursuant to Section 1.1(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be available at such time (“Form S-1”) has become effective and all of required under the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this AgreementAct.

Request for Registration. Subject to the provisions of subsection 2.01(d) and contained in this Section 2.04 hereof2.1, at any time and from time to time beginning on or after the date on which the Company consummates is a registrant entitled to use Form S-3 of the Business CombinationCommission (or any successor form thereto) to offer outstanding securities for the account of the Holders, (i) FL Co-Investment and Intrepid Financial Partners one or (ii) the more Holders of at least a majority in interest 30% of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners then outstanding (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registrationeach, a “Requesting Holder”) shall so notify may, from time to time, request in writing (a “Demand Request”) that the Company, in writing, within five (5) days after Company effect the receipt registration under the Securities Act of a specified number of Registrable Securities held by the Holder Requesting Holders, specifying the intended method of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration distribution thereof if other than pursuant to an underwritten offering (a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the “Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securities”); provided, however, that the Company will in no event be required to effect more than three (i3) this limitation shall Demand Registrations in total; provided, further that the Company will in no event be required to effect more than one (1) Demand Registration in any 12-month period; provided, further, that the Company will not apply be obligated to take any action to effect any Demand Registration initiated within 90 days immediately following the effective date of any registration statement pertaining to an underwritten public offering of equity securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan). The Company shall cooperate with the Holders in order to facilitate communications among such Holders solely for the purpose of obtaining the consent of a sufficient number of Holders to request a Demand Registration pursuant to the first sentence of this Section 2.1, including by FL Co-Investment providing a list of securityholders of the Company with their respective ownership of Registrable Securities and Intrepid Financial Partnerscontact information, which shall be governed by Section 3.06used solely for purposes of this Agreement. Upon receipt of a Demand Request, and (ii) that the Company will cause to be included in a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that on an appropriate form under the Securities Act, filed with the Commission as promptly as reasonably practicable but in any event not later than 90 days after receiving a Demand Request (the “Required Filing Date”), such Registrable Securities as may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the such Requesting Holders in their Demand Request together with any other Registrable Securities of the same class as requested by Joining Holders joining in such Form S‑1 Registration have been sold, request pursuant to Section 2.2 hereof. The Company shall use its reasonable best efforts to cause any such registration statement to be declared effective by the Commission as promptly as practicable after such filing but in accordance with Section 3.01 any event not later than 150 days following the date of this Agreementthe Demand Request.

Request for Registration. Subject to the provisions of subsection 2.01(d) and Section 2.04 hereof, at any time and from time to time on or after the date If the Company consummates the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) the Holders of at least shall receive a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each request from any Holder of Registrable Securities who thereafter wishes then outstanding that the Company file a Registration Statement under the Securities Act on Form S-3 (a "Form S-3 Registration"), the Company will: (a) promptly give written notice of the proposed registration to include all other holders of any other securities of the Company; and (b) as soon as practicable, file a Form S-3 Registration Statement covering all or a such portion of such Holder’s Holders' Registrable Securities as are specified in a Registration pursuant to a Demand Registration (each such Holder that includes request, together with all or a such portion of such Holder’s the Registrable Securities of any other Holders joining in such Registration, a “Requesting Holder”) shall so notify request (to the Company, in writing, extent such other Holders make their written request for inclusion within five fifteen (515) days after the receipt by the Holder of the written notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securities); provided, however, that (i) this limitation the Company shall not apply be obligated to effect any Demand such registration pursuant to this Section 13C(i): (1) if the Form S-3 is not available for such offering by the Holders; (2) if the Holders, 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 an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $100,000; (3) if the Company shall furnish to the Holders a certificate signed by the Chairman and Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration initiated by FL Co-Investment and Intrepid Financial Partnersto be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 Registration Statement for a period of not more than ninety (90) days after receipt of the request of the Holders under this Section 13C(i); provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; (4) during the period ending one hundred eighty (180) days after the effective date of a Piggyback Registration, provided that the Holders making the request for the Form S-3 Registration were entitled to sell all securities they requested to be governed by included in the Piggyback Registration; or (5) if the Company has, within the twelve month period preceding the date of such request, already effected three Form S-3 Registrations for Holders pursuant to this Section 3.0613C(i). Subject to the foregoing, and (ii) that the Company shall file a Registration Statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of the Holders. Registrations effected pursuant to this Section 13C(i) shall not be counted for such purposes unless as a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders Demand Registration effected pursuant to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this Agreement13A(i).

Request for Registration. Subject to the provisions of subsection 2.01(d) and Section 2.04 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) After the Closing, Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, all of the “Demanding Holders”) Holders may make up to two written requests for a written demand for Demand Registration of all or any part of their the Registrable SecuritiesSecurities held by the Holders; provided that (A) each such Demand Registration by the Holders must be in respect of Registrable Securities with a fair market value of at least $3,000,000 on the date such request is made or all of the Registrable Securities held by the requesting Holders if the aggregate fair market value of all of such Registrable Securities is less than $3,000,000 and (B) the Holders shall not be entitled to a Demand Registration if, which written demand shall describe during the amount and type of securities to be included 120 days preceding such request, the Holders had requested a Demand Registration, unless the Company preempted such Demand Registration in such Registration accordance with Section 2.1(e) or the Company postponed the filing thereof in accordance with Section 3.1(a) and the intended method(s) of distribution thereof (requesting Holders withdrew the request for such written demand a “Demand Registration”). The Company shallNotwithstanding the foregoing, within ten (10) days the Holders shall not be entitled to make a Demand Registration while the Initial Holder is either the chief executive officer or a director of the Company’s receipt . (ii) Any request for a Demand Registration will specify the aggregate number of shares of Registrable Securities proposed to be sold by the Requesting Holders and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Agreement or the inability of the Requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the Requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Company is in compliance in all material respects with its obligations under this Agreement), then, subject to Section 2.1(b), such Demand Registration shall be deemed to have been effected; provided that (i) if the Demand Registration does not become effective because a material adverse change has occurred, or is reasonably likely to occur, in the condition (financial or otherwise), business, assets or results of operations of the Company and its subsidiaries taken as a whole subsequent to the date of the written request made by the Requesting Holders, (ii) if the Company withdraws the Demand Registration for any reason or preempts the request for the Demand Registration, notify(iii) if, after the Demand Registration has become effective, an offering of Registrable Securities pursuant to a registration is interfered with by any stop order, injunction, or other order or requirement of the SEC or other governmental agency or court or (iv) if the Demand Registration is withdrawn at the request of the Requesting Holders pursuant to Section 2.1(f) or Section 3.1(a), then the Demand Registration shall not be deemed to have been effected and will not count as a Demand Registration. (iii) Upon receipt of any request for a Demand Registration by holders of a majority of the Registrable Securities held by all of the Holders, the Company shall promptly (but in writing, any event within 10 days) give written notice of such proposed Demand Registration to all other Holders and all such Holders shall have the right, exercisable by written notice to the Company within 20 days of their receipt of the Company's notice, to elect to include in such Demand Registration such portion of their Registrable Securities of as they may request. All such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled Holders requesting to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 the preceding sentence shall be deemed to be "Requesting Holders" for purposes of this AgreementSection 2.1.

Request for Registration. Subject to the provisions of subsection 2.01(d(a) and Section 2.04 hereof, Upon receipt at any time and of a written request from time to time on one or after the date the Company consummates the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners or (ii) more of the Holders of at least a majority in interest of Registrable Securities that the then-outstanding number of Company register Registrable Securities, excluding the Company shall, within 10 days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of Section 2(b), use its best efforts to effect as soon as practicable, and in any event within 90 days of the receipt of such request, to register all Registrable Securities held by FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as applicable, that the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities Holders request to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, registration within ten (10) 20 days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities mailing of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify written notice by the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.01(a) with respect to any or all Registrable Securities; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 2(a): (i) this limitation shall not apply If the Holders together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities at an aggregate price (estimated in good faith) to the public (net of any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and underwriters' discounts or commissions) of less than $20,000,000. (ii) If the Company has, within the 12-month period preceding the date of such request, already effected two registration statements for the Holders pursuant to this Section 2(a) and such registrations have been declared or ordered effective; (iii) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company or its shareholders for a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may to be available filed at such time time, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 2(a) shall be deferred for a period not to exceed 30 days from the date of receipt of written request from the Holders; provided, however, that the Company may not utilize this right more than once in any 12-month period; or (“Form S-1”iv) The Company, within the 60-day period preceding the date of such request, has become effective effected a registration of securities in which the Holders of Registrable Securities requesting registration pursuant to this Section 2(a) were entitled to participate to the fullest extent they desired pursuant to Section 3. (b) If the Holders initiating the registration request hereunder (the "Initiating Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2 and all the Company shall include such information in the written notice referred to in Section 2(a). The underwriter will be selected by the Initiating Holders holding a majority of the Registrable Securities requested by the Requesting Holders to be registered on behalf (a "Majority-in-Interest" of the Requesting Holders Holders) and shall be reasonably acceptable to the Board of Directors of the Company. In such event, the right of any Holder to include his Registrable Securities in such Form S‑1 Registration have been soldregistration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a Majority-in-Interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 5(e)) enter into an underwriting agreement in usual and customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2, if the underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in accordance with proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) In the event of an underwritten registration pursuant to this Section 3.01 2, the Company, if requested by a Majority-In-Interest of this Agreementthe Initiating Holders, shall agree not to, and shall cause its executive officers and directors not to, effect any public sale or distribution of the Common Stock of the Company or similar securities or securities convertible into, or exchangeable or exercisable for, Common Stock during the 180-day period following the effective date of a Registration Statement relating to a public offering of Registrable Shares if the managing underwriter or underwriters determine such public sale or distribution would have a material adverse effect on such offering. 3.

Request for Registration. Subject to the provisions of subsection 2.01(d) and Section 2.04 hereof2.4, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) FL Co-Investment and Intrepid Financial Partners the one (1) month anniversary of the Closing Date with respect to the Private Units (or underlying Company Shares) or Working Capital Units (or underlying Company Shares), (ii) three months prior to the Holders Release Date with respect to Initial Shares or (iii) nine months after the Closing date with respect to the Merger Consideration Shares, the holders of at least a majority in interest of all of the then-outstanding number of Registrable Securities, excluding Existing Registrable Securities held by FL Coor the Merger Consideration Shares, calculated on an as-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holdersconverted to Company Shares basis, as applicable, the “Demanding Holders”) may make a written demand for Registration registration under the Securities Act of all or part of their Registrable Securities, which written as the case may be, that are not currently registered (a “Demand Registration”). Any demand for a Demand Registration shall describe specify the amount and type number of securities Registrable Securities proposed to be included in such Registration sold and the intended method(s) of distribution thereof (such written demand a “Demand Registration”)thereof. The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, will notify all other Holders holders of Registrable Securities of such demandthe demand within twenty (20) days following receipt of any request for a Demand Registration, and each Holder holder of Registrable Securities who thereafter wishes to include all or a portion of such Holderholder’s Registrable Securities in a Registration pursuant to a the Demand Registration (each such Holder that includes all or a portion holder demanding to include shares of such Holder’s Registrable Securities in such Registrationregistration, a “Requesting Demanding Holder”) shall so notify the Company, in writing, Company within five fifteen (515) days after the receipt by the Holder holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, such Requesting Holder(s) Demanding Holders shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, subject to Section 2.1.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. Under no circumstances The Company shall the Company not be obligated to effect more than two (2) Demand Registration in any one (1) year period or more than an aggregate of three (3) Demand Registrations pursuant to a Demand Registration for any Registrable Securities under this subsection 2.01(a) with respect to any or all Registrable Securities; provided, however, Section 2.1.1 except that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) Escrow Shares that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the are then Registrable Securities requested by the Requesting Holders following their release to be registered on behalf of the Requesting Holders in such Form S‑1 Registration their holders may have been sold, in accordance with Section 3.01 of this Agreementone (1) Demand Registration.