Common use of Request for Registration Clause in Contracts

Request for Registration. Subject to the provisions of subsection 2.2.4 and Section 2.4 hereof and provided that the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering the Registrable Securities, the Holders of at least a majority-in-interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group Holders (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. 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 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such 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 and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 Section 2.1.5 and Section 2.4 hereof hereof, at any time and provided that from time to time following the Company does not have an effective Registration Statement pursuant Lock-Up Period applicable to Section 2.1 outstanding covering the Registrable Securitiesany Holder, the (i) Sponsor Holders of who hold at least a majority-in-majority in interest of the then-outstanding number of Registrable Securities held by all Sponsor Holders at such time, or (ii) enGene Holders holding at least a majority in interest of the Vicarious then-outstanding number of Registrable Securities held by all enGene Holders or the Sponsor Group at such time (such Holders described in clauses (i) and (ii), the “Demanding Holders”), in each case, ) 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 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 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 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, the Registration of all Registrable Securities requested by the Demanding Holders and Demand 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. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) two Registrations for the enGene Holders and two Registrations for the Sponsor Holders pursuant to a Demand Registration under this subsection 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such 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 and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement2.1.1.]

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering consummates the Registrable SecuritiesBusiness Combination, (i) Cowen Investments or (ii) the Holders of at least a majority-in-majority in interest of the then-outstanding number of Registrable Securities held by (Cowen Investments or such Holders, as the Vicarious Holders or the Sponsor Group Holders (case may be, 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 (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, 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. 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 2.2.1 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 Cowen Investments which shall be governed by Section 3.6 and (ii) a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on in such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject At any time and from time to time on or after (i) the provisions of subsection 2.2.4 and Section 2.4 hereof and provided date that the Company does not have an effective Registration Statement pursuant consummates a Business Combination with respect to Section 2.1 outstanding covering the Private Securities (or underlying securities) and Working Capital Securities (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the Holders holders of at least a majority-in-interest of such Founder Shares, Private Securities (or underlying securities), Working Capital Securities (or underlying securities) or other Registrable Securities, as the then-outstanding number of Registrable Securities case may be, held by the Vicarious Holders Investors, officers or directors of the Company or their affiliates, or the Sponsor Group Holders (transferees of the “Demanding Holders”), in each case, Investors may make a written demand for Registration registration under the Securities Act of all or part of their Founder Shares, Private Securities (or underlying securities), Working Capital Securities (or underlying 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 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 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, 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, 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 subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three two (32) Demand Registrations pursuant to a Demand Registration under this subsection 2.2.1 with Section 2.1.1 in respect to any or of all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such 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 and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering completes a Business Combination, the Registrable SecuritiesSponsor, or the Holders of at least a majority-in-majority in interest of the then-then issued and outstanding number of Registrable Securities held by (together with the Vicarious Holders or the Sponsor Group Holders (Sponsor, the “Demanding Holders”), in each case, ) 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 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 2.2.1 2.1.1 with respect to any or all Registrable Securities; Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on in such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof and provided that hereof, (a) the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering the Registrable Securities, the Existing Holders of at least a majority-in-interest of the then-outstanding number of Registrable Securities held by the Vicarious Existing Holders, (b) the New Holders of at least a majority-in-interest of the then-outstanding number of Registrable Securities held by the New Holders or (c) the Sponsor Group PIPE Holders of at least a majority-in-interest of the then-outstanding number of Registrable Securities held by the PIPE Holders (the “Demanding Holders”), in each case, may make a written demand for Registration of all or a 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 AHPAC shall, within ten (10) days of the CompanyAHPAC’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 CompanyAHPAC, in writing, within five (5) days after the receipt by the Holder of the notice from the CompanyAHPAC. Upon receipt by the Company AHPAC of any such written notification from a Requesting Holder(s) to the CompanyAHPAC, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company AHPAC shall effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after AHPAC’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, 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. Under no circumstances shall the Company AHPAC be obligated to effect more than (x) an aggregate of three (3) Registrations pursuant to a Demand Registration by the Existing Holders under this subsection 2.2.1 2.1.1 with respect to any or all Registrable Securities; providedSecurities held by such Existing Holders, however, that a Registration (y) an aggregate of three (3) Registrations pursuant to a Demand Registration by the PIPE Holders under this subsection 2.1.1 with respect to any or all Registrable Securities held by such PIPE Holders and (z) an aggregate of three (3) Registrations pursuant to a Demand Registration by the New Holders under this subsection 2.1.1 with respect to any or all Registrable Securities held by such New Holders. Notwithstanding the foregoing, AHPAC shall not be counted for such purposes unless required to give effect to a Registration Statement with respect to such Demand Registration from a Demanding Holder if AHPAC has become effective and all of the registered Registrable Securities requested by pursuant to a Demand Registration from such Demanding Holder in the Requesting Holders preceding one-hundred and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementfifty (150) days.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have consummates an effective Registration Statement pursuant to Section 2.1 outstanding covering initial Business Combination, the Sponsor (or if the Sponsor then holds no Registrable Securities, the Holders of at least a majority-in-majority in interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group Holders Securities) (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 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 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, 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. 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 2.2.1 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on in such Registration Statement Form S-1 have been sold, in accordance with Section 3.1 of this Agreement; provided, further, however, that a Registration shall not be counted for such purposes if the Registrable Securities requested by the Requesting Holders to be registered are any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any such Founder Shares or exercisable for Ordinary Shares and such Founder Shares have previously been registered pursuant to a Demand Registration; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering consummates the Registrable SecuritiesBusiness Combination, the Holders of any Holder that together with its affiliates owns at least a majority-in-20% in interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group Holders (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 file a registration statement 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, 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. 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 2.2.1 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on in such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject At any time commencing three (3) months prior to the provisions of subsection 2.2.4 applicable Release Date, and Section 2.4 hereof and provided that the Company does not have an effective Registration Statement pursuant from time to Section 2.1 outstanding covering the Registrable Securitiestime thereafter, the Holders holders of at least a majority-in-interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders Investor or the Sponsor Group Holders (permitted transferees of the “Demanding Holders”), in each caseInvestor, may make a written demand for Registration registration under the Securities Act of all or part of their Registrable SecuritiesSecurities (a “Demand Registration”); provided, which written that any Registration Statement filed with the Commission with respect to a Demand Registration shall not be declared effective before the applicable Release Date. 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, will 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 of such Holder’s holder including Registrable Securities in such Registrationregistration, a “Requesting Demanding Holder”) shall so notify the Company, Company in writing, writing within five ten (510) 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 the Demand Registration pursuant to a Demand Registration and the Company shall will 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, including by filing a Registration Statement relating thereto as soon as practicablesubject to Sections 2.1.3, but 2.1.4, 3.4 and the provisos set forth in Section 3.1.1. The Company shall not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three two (32) Demand Registrations pursuant to a Demand Registration under this subsection 2.2.1 with Section 2.1.1 in respect to any or all of Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on in such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering the Registrable SecuritiesEffective Time, the (i) New Holders of holding at least a majority-in-majority in interest of the then-outstanding number of Registrable Securities held by all New Holders, (ii) Cowen Investments or (iii) Original Holders holding at least a majority in interest of the Vicarious Holders or the Sponsor Group then-outstanding number of Registrable Securities held by all Original Holders (such New Holders, Cowen Investments or such Original Holders, as the case may be, the “Demanding Holders”), in each case, may make a written demand for Registration of all or part of their Registrable SecuritiesSecurities on Form S-3 (“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, 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-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 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 2.2.1 with respect 2.1.1 initiated by New Holders or (ii) one (1) Registration pursuant to any or all Registrable Securitiesa Demand Registration under this subsection 2.1.1 initiated by Original Holders; provided, however, that a Registration pursuant the foregoing limitation shall not apply to a any Demand Registration initiated by Cowen Investments which shall not be counted for such purposes unless a Registration Statement with respect to such Demand Registration has become effective and all of the Registrable Securities requested governed by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement3.6.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering consummates the Registrable SecuritiesBusiness Combination, (i) the Holders of at least a majority-in-interest of the then-then outstanding number of Registrable Securities held by the Vicarious Holders Sponsor, officers or directors of the Company or their affiliates, or the Sponsor Group Holders transferees of the foregoing, or (ii) Cantor or its designees (the “Demanding Holders”), in each case, 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 practicablenot more than forty five (45) days 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, including and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by filing the Commission as soon as practicable thereafter; provided, however, that the Company may use a Registration Statement relating on Form S-3 or any successor form thereto as soon as practicable, but not more than forty-five (45) if the Company would qualify to use such form within 30 days immediately after the Company’s receipt of date on which the Demand Registrationinitial 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 2.2.1 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of Cantor; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such 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 and the Demanding Holders on in such Demand Registration Statement have been sold, sold in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 and Section 2.4 hereof and provided that the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering the Registrable SecuritiesAt any time, the Holders of at least a majority-in-interest Purchased Shares representing not less than 25% of the then-outstanding aggregate number of Registrable Securities held by (or any lesser amount if the Vicarious Holders or the Sponsor Group Holders request relates to all remaining Registrable Securities) (the “Demanding Holders”), in each case, "Demand Party") may make a two written demand requests for Registration of all or part registration under the Act of their Registrable SecuritiesSecurities (a "Demand Registration"); provided, that no transferee of the Investors or of any such transferee shall be permitted to request a registration pursuant to this Section 2(a) unless the right to make such a request was specifically transferred by the Investors (or any transferee) to such transferee. Any such request shall specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written demand shall describe notice of such registration request within 10 days after the amount and type receipt thereof to all other Holders. Within 15 days after receipt of securities to such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such Registration and the intended method(s) of distribution thereof registration (whether or not such written demand a “Demand Registration”). The Company shall, within ten (10) days Registrable Securities are of the Company’s receipt same series or class as the Registrable Securities that were the subject of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such original 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, include in the Demand Registration of all the Registrable Securities of any such Holder requested by to be so included. Each such request shall specify the Demanding Holders number of Registrable Securities proposed to be sold and Requesting Holders pursuant the intended method of disposition thereof, such method of disposition 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 be subject to the Company’s receipt approval of the Demand Registration. Under no circumstances shall the Company be obligated to effect more if it is other than an aggregate of three a firm commitment underwritten public offering (3) Registrations pursuant to a Demand Registration under this subsection 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration which approval shall not be counted for such purposes unless unreasonably withheld). Upon a Registration Statement with respect to such Demand Registration has become effective and all of demand, 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 on such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.Company will:

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering consummates the Registrable SecuritiesBusiness Combination, (i) Xxxxx Investments or (ii) the Holders of at least a majority-in-interest fifteen percent (15%) of the then-outstanding number of Registrable Securities (excluding Registrable Securities held by Xxxxx Investments and its Permitted Transferees) (Xxxxx Investments or such Holders, as the Vicarious Holders or the Sponsor Group Holders case may be, (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 practicablepracticable 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, including by filing a Registration Statement relating thereto as soon as practicable, but practicable and not more than forty-five (45) days immediately after the Company’s receipt of the 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 2.2.1 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 Xxxxx Investments, which shall be governed by Section 3.6 and (ii) a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on in such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time following the Company does not have an effective Registration Statement pursuant Effective Time (but subject to Section 2.1 outstanding covering the Registrable SecuritiesArticle V), the Holders of holding at least a majority-in-15% in interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group all Holders (such Holders, the “Demanding Holders”), in each case, ) 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 “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 sixty (60) 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, 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. 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 2.2.1 with respect to any 2.1.1 initiated by New Holders, or all Registrable Securities; provided, however, that a (ii) one (1) Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such Demand Registration has become effective and all of the Registrable Securities requested under this subsection 2.1.1 initiated by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of this AgreementOriginal Holder.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering consummates the Registrable Securitiesinitial Business Combination, (i) the Holders of at least a majority-in-thirty percent (30%) in interest of the then-then outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group Holders (ii) Cantor and/or its designees (the “Demanding Holders”), in each case, ) 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 Holders Holder(s) and Requesting Holders Holder(s) pursuant to such Demand Registration, including by filing a Registration Statement relating thereto as soon as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the 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 2.2.1 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of Cantor and/or its designees; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on in such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering consummates the Registrable SecuritiesBusiness Combination, (i) the Holders of at least a majority-in-interest fifteen percent (15%) of the then-outstanding number of Registrable Securities held by the Vicarious Holders and (ii) Cantor or the Sponsor Group Holders its designees (collectively, 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 (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders Holder(s) and Requesting Holders 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. 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 2.2.1 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of Cantor or its designees; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on in such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided from time to time on or after the date that is 90 days prior to the expiration of the lock-up provisions set forth in the Lock-up Agreement between the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering and the Registrable SecuritiesNew Holders being entered into as of the Effective Date, the New Holders of holding at least a majority-in-majority in interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group all New Holders (such New Holders, the “Demanding Holders”), in each case, may make a written demand for Registration of all or part of their Registrable SecuritiesSecurities on Form S-3 (“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, 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-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 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 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such 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 and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement2.1.1.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering consummates the Registrable Securitiesinitial Business Combination, the Holders of at least a majority-in-thirty percent (30%) in interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group Holders (the “Demanding Holders”), in each case, ) 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 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, 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. 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 2.2.1 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 for resale on behalf of the Requesting Holders and the Demanding Holders on in such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection subsections 2.2.4 and 2.2.5 and Section 2.4 hereof 3.4 hereof, and provided that the Company does not have an effective Registration Statement pursuant to Section 2.1 subsection 2.1.1, outstanding covering all of the Registrable Securities, following the Holders of at least a majority-in-interest expiration of the thenFounder Shares Lock-outstanding number of Registrable Securities held by up Period, the Vicarious Holders Initial Sponsor Shares Lock-up Period, the Final Sponsor Shares Lock-up Period, the Private Placement Lock-up Period or any other applicable lock-up period, as the Sponsor Group Holders (the “case may be, a Demanding Holders”), in each case, 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 Subject to the MNPI Provisions, the Company shall, within ten (10) five days of the Company’s receipt of the 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) 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, 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 60 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, 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. 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 and an aggregate of three Registrations pursuant to a Demand Registration by the New Holders under this subsection 2.2.1 2.1.1 with respect to any or all Registrable Securities; provided. Notwithstanding the foregoing, however, that (i) the Company shall not 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 shall not be counted for (which has become effective) from such purposes unless a Registration Statement Demanding Holder in the preceding 120 days, and (ii) the Company’s obligations with respect to any Demand Registration shall be deemed satisfied so long as the Registration Statement filed pursuant to subsection 2.1.1 includes all of such Demanding Holder’s Registrable Securities and is effective. The registration statement effecting such Demand Registration has become effective shall provide for the sale or resale pursuant to any method or combination of methods legally available to, and requested by, the Holders and shall include a customary “plan of distribution” permitting all lawful means of disposition of the Registrable Securities requested by the Requesting Holders Holders, including block sales, agented transactions, sales directly into the market, distribution to affiliates, partners or equityholders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementother customary provisions.

Request for Registration. Subject At any time, and from time to time after the provisions of subsection 2.2.4 and Section 2.4 hereof and provided that Merger Effective Time, if any, (i) the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering the Registrable Securities, the SPAC Holders of who hold at least a majority-in-interest fifteen per cent (15%) of the then-outstanding number of Registrable Securities held by the Vicarious all SPAC Holders or (ii) Company Holders who hold US$20 million of the Sponsor Group Holders (Registrable Securities held by all Company Holders, as the “Demanding Holders”), in each casecase may be, 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 shallCayCo will, within ten five (105) 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 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, CayCo within five (5) days after the receipt by the Holder holder of the notice from the CompanyCayCo. 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 the Demand Registration, subject to Section 2.2.4 and the provisos set forth in Section 3.1.1. CayCo shall not be obligated to effect: (a) more than one (1) Demand Registration during any six (6)-month period; (b) any Demand Registration at any time there is an effective Resale Shelf Registration Statement on file with the Commission pursuant to a Section 2.1; (c) more than four (4) Underwritten Demand Registration and the Company shall effect, as soon thereafter as practicable, the Registration Registrations in respect of all Registrable Securities requested held by the Demanding Holders and Requesting Holders pursuant SPAC Holders, provided that if the Registrable Securities sought 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 be included in the Company’s receipt of the 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 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand this Section 2.2.1 are not fully included in such Registration for any reason other than solely due to the action or inaction of the Holders including Registrable Securities in such Registration, such Registration shall not be counted for such purposes unless a deemed to constitute one of the Registration Statement with rights granted pursuant to this Section 2.2.1 or (d) more than four (4) Underwritten Demand Registrations in respect to such Demand Registration has become effective and of all of Registrable Securities held by the Holders, provided that if the Registrable Securities requested by the Requesting Holders and the Demanding Holders sought to be registered on behalf included in the Registration pursuant to this Section 2.2.1 are not fully included in such Registration for any reason other than solely due to the action or inaction of the Requesting Holders and the Demanding Holders on Holders, including Registrable Securities, in such Registration, then such Registration Statement have been sold, in accordance with shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 3.1 of this Agreement2.2.1.

Request for Registration. Subject to the provisions of subsection 2.2.4 and Section 2.4 hereof and provided that the Company does not have an effective Registration Statement pursuant to Section 2.1 subsection 2.1.1 outstanding covering the Registrable Securities, following the expiration of the applicable Lock-Up Period, (a) the Existing Holders of at least a majority in interest of the then-outstanding number of Registrable 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 the Vicarious Holders or the Sponsor Group New Holders (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 sixty (60) 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, 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. Under no circumstances shall the Company be obligated to effect more than (x) an aggregate of three (3) Registrations pursuant to a Demand Registration by the Existing Holders under this subsection 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration Securities held by such Existing Holders and (y) an aggregate of three (3) Registrations pursuant to a Demand Registration by the New Holders under this subsection 2.2.1 with respect to any or all Registrable Securities held by such New Holders. Notwithstanding the foregoing, (i) the Company shall not be counted for 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 purposes unless a Registration Statement Demanding Holder in the preceding one hundred and eighty (180) days, or (ii) the Company’s obligations with respect to such any Demand Registration has become effective and shall be deemed satisfied so long as the Registration Statement filed pursuant to subsection 2.1.1 includes all of the such Demanding Holder’s Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementis effective.

Request for Registration. Subject At any time and from time to time on or after the provisions of subsection 2.2.4 and Section 2.4 hereof and provided that the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering the Registrable SecuritiesTriggering Date, the Holders holders of at least a majority-in-interest of all the then-outstanding number of Registrable Securities held by any of (i) the Vicarious Holders HL Investors, EBC, and the EBC Designees in respect of the Registrable Securities held by them, (ii) the Fusion Fuel Shareholders in respect of the Registrable Securities held by them, or (iii) the Directors in respect of the Registrable Securities held by them, as the case may be (but not including Escrow Shares to the extent the Release Date has not occurred, the Fusion Fuel Securities to the extent the Lockup Expiration Date has not occurred, the Director Shares to the extent any contractual transfer restrictions other than restrictions imposed by securities laws have not lapsed, or the Sponsor Group Holders (the “Demanding Holders”UPO Shares, which are covered by Section 2.1.2), in each case, 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 type 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 Within ten (10) days of the CompanyParent’s receipt of the Demand Registration, notify, in writing, Parent will notify all other Holders holders of Registrable Securities of such demandthe demand (including the holders of the UPO Shares), 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 for which the applicable Triggering Date has passed (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, Parent within five ten (510) days after the receipt by the Holder holder of the notice from the CompanyParent. 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, 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 subject to Section 2.1.5 and the provisos set forth in Section 3.1.1. Parent shall not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three two (32) Demand Registrations pursuant to a Demand Registration under this subsection 2.2.1 with Section 2.1.1 in respect to any or of all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such 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 and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 and Section 2.4 hereof and provided that (a) If (i) the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering the Registrable Securitiesshall receive, the at any time after December 31, 1999, a written request from (A) Holders of at least a majority-in-interest fifteen percent (15%) of the then-Registrable Securities then outstanding number referred to in clauses (i) and (ii) of subsection 1.1(g) or (B) Holders of at least thirty percent (30%) of the Registrable Securities then outstanding held by the former holders of the Company's Series J Preferred Stock (a "Series J Investor") that the Company file a registration statement under the Act covering the registration of the Registrable Securities then outstanding, or (ii) the Company shall receive a written request from (W) Holders of at least fifty percent (50%) of the Registrable Securities then outstanding held by the former holders of Investor Registrable Securities (excluding Holders described in clause (X), (Y) or (Z) hereof) as listed on Signature Page C hereto, (X) any Holder who purchased more than 650,000 shares of the Series D Preferred Stock of Medscape as listed on Signature Page D hereto (a "Series D Holder"), (Y) any Holder who purchased more than 260,000 shares of the Series E Preferred Stock of Medscape as listed on Signature Page E hereto (a "Series E Holder"), or (Z) any Holder of Warrant Shares, that the Company file a registration statement on Form S-1 (or similar successor forms) under the Act covering the registration of Registrable Securities held by the Vicarious Holders or the Sponsor Group Holders (the “Demanding Holders”), issued in each case, may make a written demand exchange for Registration of all or part of their Investor Registrable Securities, which written demand shall describe then 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 Registrationthereof, notify, in writing, all other Holders of Registrable Securities give written notice of such demandrequest to all Holders and shall, 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) subject to the Companylimitations of subsection 1.2(b), such Requesting Holder(s) shall be entitled use its reasonable best efforts 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 effect as soon as practicable, but not more than forty-five and in any event within one hundred twenty (45120) days immediately after of the Company’s receipt of such request, the Demand Registration. Under no circumstances shall registration under the Act of all Registrable Securities that the Holders request to be registered within twenty (20) days of the mailing of such notice by the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.2.1 in accordance with respect to any or all Registrable Securities; providedSection 3.5, however, provided that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such 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 pursuant to such request must have an anticipated aggregate public offering price of the Requesting Holders and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementnot less than $5,000,000.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering consummates the Registrable Securitiesinitial Business Combination, the Sponsor or the Holders of at least a majority-in-majority in interest of the then-then outstanding number of Registrable Securities held by the Vicarious Holders or (the Sponsor Group Holders (or such Holders, as the case may be, the “Demanding Holders”), in each case, ) 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 Holders Holder(s) and Requesting Holders Holder(s) pursuant to such Demand Registration, including by filing a Registration Statement relating thereto as soon as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the 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 2.2.1 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on in such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering date the Registrable SecuritiesCorporation consummates the Business Combination, the Holders of at least a majority-in-majority in interest of (a) the then-then outstanding number of Registrable Securities held owned by MIHI Boxwood Sponsor, LLC and/or its Permitted Transferees (the Vicarious Holders “Macquarie Demanding Holders”), (b) the then outstanding number of Registrable Securities owned by Boxwood Management Company, LLC and/or its Permitted Transferees (the “Boxwood Management Demanding Holders”) or (c) the Sponsor Group then outstanding number of Registrable Securities owned by all Holders (collectively with the Macquarie Demanding Holders and the Boxwood Management Demanding Holders, the “Demanding Holders”), in each case, ) 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 Corporation shall, within ten (10) days of the CompanyCorporation’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 all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the CompanyCorporation, in writing, within five (5) days after the receipt by the Holder of the notice from the CompanyCorporation. Upon receipt by the Company Corporation 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 such Demand Registration and the Company Corporation shall effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Corporation’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, 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. Under no circumstances shall the Company Corporation be obligated to effect more than an aggregate one (1) Registration for each of three (3) Registrations the Macquarie Demanding Holders, the Boxwood Management Demanding Holders and the Demanding Holders collectively pursuant to a Demand Registration under this subsection 2.2.1 2.1.1, or more than three (3) Registrations in the aggregate pursuant to Demand Registrations under this subsection 2.1.1, with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on (subject to Section 2.1.4) in such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement. Notwithstanding the foregoing, in the case of the Private Placement Securities acquired or to be acquired by any Macquarie Demanding Holders, the demand for such registration may only be made prior to the fifth (5th) anniversary of the date on which the registration statement on Form S-1 filed by the Corporation with the Commission under the Securities Act in connection with the initial public offering of the Corporation’s Common Stock is declared effective by the Commission (the “Effective Date”), in accordance with the Financial Industry Regulatory Authority (“FINRA”) Rule 5110 (f)(2)(G) (iv).

Request for Registration. Subject to the provisions of subsection 2.2.4 and Section 2.4 hereof 3.4, in the event that any Insider holds Registrable Securities that are not registered pursuant to Section 2.1, at any time and from time to time, (a) the Sponsor, (b) Sponsor Members and SPAC Anchor Investors holding at least 15% of the Registrable Securities (provided that the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering aggregate gross proceeds of the Registrable SecuritiesSecurities proposed to be sold by such Demanding Holders in such Demand Registration, either individually or together with other Demanding Holders, is reasonably expected to exceed $10,000,000), or (c) the Holders of at least Company Shareholder (individually, a majority-in-interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group Holders (“Demanding Holder,” collectively, 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 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 in no event more than thirty (30) calendar days 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, 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. 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 2.2.1 with respect to any or all Registrable Securities; providedin the aggregate on behalf of the Sponsor, howeverSponsor Members, that a Registration and SPAC Anchor Investors and (ii) an aggregate of three (3) Registrations pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such Demand Registration has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered under this subsection 2.2.1 on behalf of the Requesting Holders Company Shareholder, and the Demanding Holders on such Registration Statement have been sold, Company shall not be obligated to participate in accordance with Section 3.1 more than an aggregate of this Agreementfour (4) Demand Registrations in any twelve-month period.

Request for Registration. Subject to the provisions of subsection 2.2.4 and Section 2.4 hereof and provided that the Company does not have an effective Registration Statement pursuant to Section subsection 2.1 outstanding covering the Registrable Securities, the Holders of at least a majority-in-interest of the then-then outstanding number of Registrable Securities held by (i) the Vicarious QSi Holders or (ii) the Sponsor Group Holders (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. 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 2.2.1 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such 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 and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof 2.4, at any time and provided that from time to time following the Company does not have an effective Registration Statement pursuant Closing Date (but subject to Section 2.1 outstanding covering the Sponsor Shares Lock-up Period, the AJAX Private Placement Warrants Lock-up Period or any lock-up restrictions set forth in the Memorandum and Articles of Association, as applicable), (i) Xxxx Xxxxxxxxxx, (ii) any member of the DMGV Group holding Registrable Securities, the or (iii) Holders of at least a majority-in-interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders Sponsor Group (Xxxx Xxxxxxxxxx, such member of the DMGV Group or the Sponsor Group Holders in clause (iii), as the case may be, the “Demanding HoldersHolder”), in each case, 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 demand, a “Demand Registration”). The Company shall, within ten no later than (105) days of following 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) Holder to the Company, such Demand Requesting Holder(s) Holder shall be entitled to have their its 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 Holder and the Demand Requesting Holders Holder(s), if any, pursuant to such Demand Registration, including by filing a Registration Statement relating thereto as soon as practicable, but not no more than forty-five (45) days immediately after the Company’s receipt of the 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 2.2.1 with respect 2.1.1 initiated by Xxxx Xxxxxxxxxx, (ii) three (3) Registrations pursuant to any a Demand Registration under this subsection 2.1.1 initiated by a member of the DMGV Group, or all Registrable Securities(iii) two (2) Registrations pursuant to a Demand Registration under this subsection 2.1.1 initiated by the Sponsor Group; provided, however, that to the extent that the Sponsor Group continues to own any Registrable Securities following the exercise of its two (2) Demand Registrations as a result of its Registrable Securities included in an Underwritten Offering being reduced in accordance with subsection 2.1.4, the Sponsor Group shall be entitled to one (1) additional Registration pursuant to a Demand Registration shall not be counted for such purposes unless under this subsection 2.1.1. The Company’s obligations to include the Registrable Securities held by a Registration Statement with respect to such Holder in a Demand Registration has become effective are contingent upon such Holder furnishing in writing to the Company such information regarding the Holder, the securities of the Company held by the Holder and all the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Requesting Holders Company to effect the registration of the Registrable Securities, and the Holder shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling shareholder in similar situations. If any Demanding Holders to be registered on behalf of the Holder or Demand Requesting Holders Holder so elects, a Demand Registration may involve a Permitted Distribution in Kind, and the Company will reasonably assist with such distribution in the manner reasonably requested by such Demanding Holders on such Registration Statement have been soldHolder or Demand Requesting Holder and in compliance with the Securities Act and the Exchange Act, in accordance with Section 3.1 of this Agreementas applicable.

Request for Registration. Subject At any time and from time to time after the provisions expiration of subsection 2.2.4 and the lock-up period provided for in this Agreement to which an Investor’s shares are subject, provided compliance by the Investors with Section 2.4 hereof 3.5, and provided that the Company does further there is not have an effective Resale Shelf Registration Statement available for the resale of the Registrable Securities pursuant to Section 2.1 outstanding covering 2.1, (i) Sponsor or (ii) Company Investors and their Permitted Transferees who collectively hold 5% of the Registrable Securities, as the Holders of at least a majority-in-interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group Holders (the “Demanding Holders”), in each casecase may be, 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 S-1 or any similar long-form Registration or, which written if then available, on Form F-3 or 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 shallTopCo will, within ten (10) days of the CompanyTopCo’s receipt of the Demand Registration, notify, in writing, 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, TopCo within five fifteen (515) days after the receipt by the Holder holder of the notice from the CompanyTopCo. 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 the Demand Registration, subject to Section 2.2.4 and the provisos set forth in Section 3.1.1. TopCo 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 a Section 2.1; (c) more than three (3) Underwritten Demand Registration and the Company shall effect, as soon thereafter as practicable, the Registration Registrations in respect of all Registrable Securities requested held 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 Sponsor; or (d) more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Underwritten Demand Registrations pursuant to a Demand Registration under this subsection 2.2.1 with in respect to any or of all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such Demand Registration has become effective and all of the Registrable Securities requested held by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders on such Registration Statement have been sold, Company Investors in accordance with Section 3.1 of this Agreementany 24-month period.

Request for Registration. Subject At any time and from time to time on or after (i) the provisions of subsection 2.2.4 and Section 2.4 hereof and provided date that the Company does not have an effective Registration Statement pursuant consummates a Business Combination with respect to Section 2.1 outstanding covering the Founder’s Units (or underlying securities) and Working Capital Units (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the Holders holders of at least a majority-in-interest of such Founder’s Units (or underlying securities), Working Capital Units (or underlying securities) or other Registrable Securities, as the then-outstanding number of Registrable Securities case may be, held by the Vicarious Holders Sponsor, officers or directors of the Company or their affiliates, or the Sponsor Group Holders (transferees of the “Demanding Holders”), in each caseSponsor, may make a written demand for Registration registration under the Securities Act of all or part of their Founder’s Units (or underlying securities), Working Capital Units (or underlying 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 shall, will within ten (10) 10 days of the Company’s receipt of the Demand Registration, notify, in writing, Registration 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, Company within five ten (510) 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, 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 subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration. 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 2.2.1 with Section 2.1.1 in respect to any or of all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such 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 and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after 180 days after the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering the Registrable SecuritiesProspectus Date, the Holders of at least a majority-in-interest twenty per cent (20%) of the then-outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group Holders (the “Demanding Holders”), in each case, ) may make a written demand for Registration of all or part at least fifteen percent (15%) of their the then-outstanding number of 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, 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. 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 2.2.1 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on in such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 Subsection 2.1.4 and Section 2.4 hereof hereof, at any time and provided from time to time on or after the date that is 90 days prior to the final expiration (the “Expiration Date”) of the lock-up provisions set forth in the Lock-up Agreement between the Company does not have an effective Registration Statement pursuant to Section 2.1 and the Original Holders and certain New Holders being entered into as of the Effective Date, (i) New Holders holding at least 20% of the then-outstanding covering the number of Registrable SecuritiesSecurities held by all New Holders (such New Holders, the “Demanding New Holders”) or (ii) Original Holders of holding at least a majority-in-majority in interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group all Original Holders (such Original Holders, the “Demanding Original Holders”), in each case, may make a written demand for Registration of all or part of their Registrable SecuritiesSecurities on Form S-3 (“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 amount, not to be less than $10 million, 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 effectfile the form, 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-forty five (45) days immediately after the Company’s receipt of the Demand Registration, and in no case prior to the Expiration Date, for 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 three (3i) two (2) Registrations pursuant to a Demand Registration under this subsection 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration on behalf of the Demanding Original Holders and (ii) two (2) Registrations pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such 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 Demanding New Holders and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of under this Agreementsubsection 2.1.1.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering consummates the Registrable SecuritiesBusiness Combination, (i) the Holders of at least a majority-in-majority in interest of the then-outstanding number of Registrable Securities held by or (ii) Cantor, the Vicarious Holders or other underwriters in the Sponsor Group Holders Offering and/or their designees (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 (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, 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. 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 2.2.1 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of Cantor, the other underwriters in the Offering and/or their designees; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on in such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 Subsection 2.1.4 and Section 2.4 hereof hereof, at any time and provided from time to time on or after the date that is 90 days prior to the final expiration (the “Expiration Date”) of the lock-up provisions set forth in the Lock-up Agreement between the Company does not have an effective Registration Statement pursuant to Section 2.1 and the New Holders or the Original Holders being entered into as of the Effective Date, (i) New Holders holding at least 20% of the then-outstanding covering the number of Registrable SecuritiesSecurities held by all New Holders (such New Holders, the “Demanding New Holders”) or (ii) Original Holders of holding at least a majority-in-majority in interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group all Original Holders (such Original Holders, the “Demanding Original Holders”), in each case, may make a written demand for Registration of all or part of their Registrable SecuritiesSecurities on Form S-3 (“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 amount, not to be less than $25 million, 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 effectfile the form, 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-forty five (45) days immediately after the Company’s receipt of the Demand Registration, and in no case prior to the Expiration Date, for 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 three (3i) two (2) Registrations pursuant to a Demand Registration under this subsection 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration on behalf of the Demanding Original Holders and (ii) two (2) Registrations pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such 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 Demanding New Holders and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of under this Agreementsubsection 2.1.1.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering date the Registrable SecuritiesParent consummates a Business Combination, (a) the Holders of at least a majoritymajority in interest of the then-in-outstanding number of Registrable Securities held by Original Holders or (b) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group Additional Holders (in each case, 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 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 than forty five (45) days immediately after the Parent’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, 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. 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 2.2.1 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form F-1, or any similar long-form registration statement that may be available at such Demand Registration time (“Form F-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 on in such Form F-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 and Section 2.4 hereof and provided that the Company does not have an effective Registration Statement pursuant to Section subsection 2.1 outstanding covering the Registrable Securities, the Holders of at least a majority-in-interest of the then-then outstanding number of Registrable Securities held by the Vicarious Hyperfine Holders or the Sponsor Group Holders (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. Under no circumstances shall the Company be obligated to effect more than (i) one Demand Registration under this subsection 2.2.1 at the request of one or more Sponsor Group Holders or (ii) an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such 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 and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.2.5 and Section 2.4 hereof Sections 2.4, 2.6 and provided that 3.4 hereof, at any time and from time to time on or after the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering Closing Date, each of (a) the Registrable SecuritiesSponsors, (b) the Holders of at least a majority-in-interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group CCMP Holders (the “CCMP Demanding Holders”), and (c) the Oak Hill Holders (the “Oak Hill Demanding Holders”, and together with the Sponsors and the CCMP Demanding Holders, the “Demanding Holders”), in each case, 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 promptly following the Company’s receipt of the a Demand RegistrationRegistration (but in no event more than two (2) business days thereafter), 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 any of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a any 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. Each Requesting Holder shall be permitted to include up to such number of Registrable Securities in a Registration pursuant to a Demand Registration equal to such Requesting Holder’s pro rata share determined based on the number of Registrable Securities that the Demanding Holder proposes to sell in such Demand Registration as compared to the number of outstanding Registrable Securities held by the Demanding Holder immediately prior to such Demand Registration. 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 pro rata portion of 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-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 up to the pro rata portion of Registrable Securities requested by the 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 CCMP Holders, and (B) one (1) Registration pursuant to a Demand Registration initiated by the Oak Hill Holders and the Sponsors, in each case under this subsection 2.2.1 with respect to any or all Registrable Securities; provided, however, that (i) a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to that may be available at such Demand Registration time has become effective and all of the Registrable Securities requested entitled to be included by the Demanding Holders and the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders on in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement, and (ii) a Shelf Underwritten Offering effected by a Block Trade shall not be a Demand Registration. Notwithstanding the foregoing, Jefferies may not exercise its Demand Registration rights after October 8, 2025, and may not exercise its demand rights on more than one occasion.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering date the Registrable SecuritiesCorporation consummates the Business Combination, the Holders of at least a majority-in-majority in interest of (a) the then-then outstanding number of Registrable Securities held owned by MIHI and/or its Permitted Transferees (the Vicarious Holders “Macquarie Demanding Holders”), (b) the then outstanding number of Registrable Securities owned by Modern Media and/or its Permitted Transferees (the “MM Demanding Holders”) or (c) the Sponsor Group then outstanding number of Registrable Securities owned by all Holders (the “Sponsor Demanding Holders” and, collectively with the Macquarie Demanding Holders and the MM Demanding Holders, the “Demanding Holders”), in each case, ) 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 Corporation shall, within ten (10) days of the CompanyCorporation’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 all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the CompanyCorporation, in writing, within five (5) days after the receipt by the Holder of the notice from the CompanyCorporation. Upon receipt by the Company Corporation 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 such Demand Registration and the Company Corporation shall effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Corporation’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, 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. Under no circumstances shall the Company Corporation be obligated to effect more than an aggregate one (1) Registration for each of three (3) Registrations the Macquarie Demanding Holders, the MM Demanding Holders and the Sponsor Demanding Holders pursuant to a Demand Registration under this subsection 2.2.1 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on (subject to Section 2.1.4) in such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement. Notwithstanding the foregoing, in the case of Sponsor Loan Warrants (including shares of Common Stock issued or issuable upon the exercise of any such Sponsor Loan Warrants), the Corporation shall not be obliged to effect more than one (1) Registration pursuant to a Demand Registration under this subsection 2.1.1, and the demand for such registration may only be made at any time after the expiration of the Lock-Up Period and prior to the fifth (5th) anniversary of the date on which the registration statement on Form S-1 filed by the Corporation with the Commission under the Securities Act in connection with the initial public offering of the Corporation’s Common Stock is declared effective by the Commission (the “Effective Date”), in accordance with the Financial Industry Regulatory Authority (“FINRA”) Rule 5110 (f)(2)(G) (iv). For purposes of this subsection 2.1.1, “Lock-Up Period” means the period beginning on the Effective Date and ending 180 days immediately following the Effective Date.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering consummates the Registrable SecuritiesBusiness Combination, the Holders (other than Cantor and its permitted designees) of at least a majority-in-majority in interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group Holders Cantor and its permitted designees (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 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 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, 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. 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 2.2.1 2.1.1 with respect to any or all Registrable SecuritiesSecurities including one (1) Demand Registration on behalf of Cantor and its designees; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on in such Form S-1 Registration Statement have been sold, in accordance with Section 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 2.2.4 Section 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering the Registrable Securitiesdate hereof, the (i) New Holders of holding, individually or collectively, at least a majority-in-thirty percent (30%) in interest of the then-then issued and outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group all New Holders (such New Holders, the “Demanding 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 all Original Holders (such Original Holders, in each case, the “Demanding Original 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, in writing, Registration notify 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 Statement 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 Registration, a “Requesting 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 notice, the Requesting Holder(s) to the Company, such Requesting Holder(s) 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, 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 subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of (i) three (3) Demand Registrations pursuant to a Demand Registration under this subsection 2.2.1 with respect to any Section 2.1.1 initiated by New Holders or all Registrable Securities; provided, however, that a Registration pursuant to a (ii) three (3) Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such 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 and the Demanding Holders on such Registration Statement have been sold, in accordance with Registrations under this Section 3.1 of this Agreement.2.1.1

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering consummates the Registrable SecuritiesBusiness Combination, (i) the Holders of at least a majority-in-interest of the then-then outstanding number of Registrable Securities held by the Vicarious Holders Sponsor, officers or directors of the Company or their affiliates, or the Sponsor Group Holders transferees of the foregoing, or (ii) Cantor or its designees (the “Demanding Holders”), in each case, 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 practicablenot more than forty five (45) days 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, including and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by filing the Commission as soon as practicable thereafter; provided, however, that the Company may use a Registration Statement relating on Form S-3 or any successor form thereto as soon as practicable, but not more than forty-five (45) if the Company would qualify to use such form within 30 days immediately after the Company’s receipt of date on which the Demand Registrationinitial 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 2.2.1 2.1.1 with respect to any or all Registrable Securities, including the one (1) Demand Registration on behalf of Cantor; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such 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 and the Demanding Holders on in such Demand Registration Statement have been sold, sold in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to Section 2.4, at any time and from time to time after the provisions of subsection 2.2.4 and Section 2.4 hereof and provided that the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering the Registrable SecuritiesClosing, the Holders of at least (i) Investors holding a majority-in-interest of the then-outstanding number of Exchange Investor Registrable Securities held by then issued and outstanding, or (ii) Investors holding a majority-in-interest of the Vicarious Holders or the Sponsor Group Holders (the “Demanding Holders”), in each caseInitial Investor Registrable Securities, 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, 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 subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. Pubco shall not be obligated under this Section 2.1.1 to effect more than forty-five (45x) days immediately after an aggregate of two (2) Demand Registrations initiated by Investors holding Exchange Investor Registrable Securities or (y) an aggregate of two (2) Demand Registrations initiated by Investors holding Initial Investor Registrable Securities. Notwithstanding anything in this Section 2.1 to the Company’s receipt of the Demand Registration. Under no circumstances contrary, Pubco shall the Company not be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration, (i) if a Piggy-Back Registration under this subsection 2.2.1 had 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 the Registrable Securities pursuant this Section 2.1, or (iii) during any or all Registrable Securities; provided, however, that a Registration pursuant period (not to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to exceed one hundred eighty (180) days) following the closing of the completion of an offering of securities by Pubco if such Demand Registration has become effective and all of would cause Pubco to breach a “lock-up” or similar provision contained in 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 on underwriting agreement for such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementoffering.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, and provided that the Company does not have an effective Registration Statement pursuant to Section 2.1 2.3 outstanding covering the Registrable Securities, (a) the Existing Holders of at least a majority-in-majority in interest of the then-outstanding number of Registrable Securities held by the Vicarious Existing Holders, (b) the New Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the New Holders or (c) any Holder meeting the Sponsor Group Holders Shelf Threshold (as defined below) (the “Demanding Holders”), in each case, 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 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 (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 effectfile, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Registration Company’s receipt of the Demand Registration, a Form S-3 Shelf or, if Form S-3 is not then available to the Company, a Form S-1 Shelf covering all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration, including by filing a Registration and shall use reasonable best efforts to cause such Registration Statement relating thereto to become effective as soon promptly as practicable, but practicable after filing. The Company shall not more than forty-five (45) days immediately after the Company’s receipt of the 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 2.2.1 2.1.1 with respect to any or all of the Registrable Securities; provided, however, that in no event shall the Existing Holders be entitled to less than one (1) Demand Registration (such registration an “Existing Holder Demand Registration”); provided, further that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 Shelf or any similar long-form registration statement that may be available at such Demand Registration time 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 on in such Form S-1 Shelf Registration Statement have been sold, in accordance with Section 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 2.2.4 Section 2.1.4, Section 2.3 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering closing of the Registrable SecuritiesMerger, the Holders of holding at least a majority-in-majority in interest of the then-outstanding number of Registrable Securities held by all the Vicarious Holders or the Sponsor Group Holders (such Holders, the “Demanding Holders”), in each case, 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 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 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 sixty (60) days immediately after the Company’s receipt of the Demand Registration (or 120 days if the Commission notifies the Company that it will “review” the Registration Statement for such Registration), 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. 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 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such 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 and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.2.1.1

Request for Registration. Subject At any time and from time to ------------------------ time on or after the provisions date which is six (6) months following the closing of subsection 2.2.4 and Section 2.4 hereof and provided that the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering the Registrable SecuritiesInitial Public Offering, the Minority Holders of at least a majority-in-interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group Holders (the “Demanding Holders”), in may each case, may make a written demand request for Registration registration under the 1933 Act of all or part of their respective Registrable SecuritiesSecurities (which registration may be effected on Form S-3 if the Company is eligible to use such Form) (with respect to each Minority Holder, 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 “"Minority Holder Demand Registration”"); provided that each Minority Holder shall -------- have only one Minority Holder Demand Registration right. The Company shall, shall give written notice of any such Minority Holder Demand Registration request within ten (10) days of after the Company’s receipt of the Demand Registration, notify, in writing, thereof to all Holders and to all other Holders of Registrable Securities of such demandMinority Holders, 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 as applicable. Within twenty (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 (520) days after the receipt of such notice by the any Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Companyor Minority Holder, as applicable, such Requesting Holder(s) shall be entitled to have their Holder or Minority Holder, as applicable, may request in writing that Registrable Securities be included in a Registration pursuant to a Demand Registration such registration and the Company shall effect, as soon thereafter as practicable, include in the Minority Holder Demand Registration of all the Registrable Securities of any such Holder or any of its Affiliates or Minority Holder, or any of its Affiliates, requested by to be so included; provided that, unless the Demanding Holders and Requesting Holders pursuant to Minority Holder who has made such Minority -------- Holder Demand RegistrationRegistration Request shall consent in writing, no other party, 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 , shall be permitted to offer securities under such Minority Holder Demand Registration. Under no circumstances Each Selling Holder Notice shall specify the Company number of shares of Registrable Securities proposed to be obligated to effect more than an aggregate sold and the intended method of three (3) Registrations pursuant to a Demand Registration under this subsection 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a disposition thereof. No Minority Holder Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such 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 and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementan underwritten offering.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.2.5 and Section Sections 2.4 hereof and 3.4 hereof, and provided that the Company does not have an effective Registration Statement pursuant to Section 2.1 subsection 2.1.1, outstanding covering the Registrable Securities, following the Holders of at least a majority-in-interest expiration of the thenFounder Shares Lock-outstanding number of Registrable Securities held by up Period, the Vicarious Holders Private Placement Lock-up Period or any other lock-up period, as the Sponsor Group Holders (the “case may be, a Demanding Holders”), in each case, 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 two (102) days of the Company’s receipt of the Demand Registration, notify, in writing, writing all other Holders of Registrable Securities (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 Founder Shares Lock-up Period, Private Placement Lock-up Period or any other lock-up period, as the case may be) 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, 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 sixty (60) 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, 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. Under no circumstances shall the Company be obligated to effect more than (A) an aggregate of three two (32) Registrations pursuant to a Demand Registration initiated by the Existing Holders and (B) an aggregate of five (5) Registrations pursuant to a Demand Registration initiated by the New Holders, in each case under this subsection 2.2.1 with respect to any or all Registrable Securities; provided. Notwithstanding the foregoing, however, that (i) the Company shall not 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 shall not be counted for from such purposes unless a Registration Statement Demanding Holder in the preceding one hundred and eighty (180) days, or (ii) the Company’s obligations with respect to such any Demand Registration has become effective and shall be deemed satisfied so long as the Registration Statement filed pursuant to subsection 2.1.1 includes all of the such Demanding Holder’s Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementis effective.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering consummates the Registrable SecuritiesBusiness Combination, the Holders of at least a majority-in-interest fifteen percent (15%) of the then-outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group Holders (the “Demanding Holders”), in each case, ) 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 five (45) days immediately after the Company’s receipt of the Demand Registration, the filing of a Registration Statement to effect 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. 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 2.2.1 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on in such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.5 and Section 2.4 hereof hereof, at any time and provided that from time to time following the Company does not have an effective Registration Statement pursuant Lock-Up Period applicable to Section 2.1 outstanding covering any Holder under Article V hereof, (i) the Registrable Securities, the Sponsor or (ii) New Holders of holding at least a majority-in-majority in interest of the then-outstanding number of Registrable Securities held by the Vicarious all New Holders or the Sponsor Group at such time (such Holders described in clauses (i) and (ii), the “Demanding Holders”), in each case, ) 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 in any event no later than one hundred and twenty (120) days 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, 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. 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 2.2.1 with respect to any Section 2.1.1: (i) for the Sponsor, two (2) Registrations; or all Registrable Securities; provided(iii) for the New Holders, howeveracting by a majority in interest, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such 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 and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementtwo (2) Registrations.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided from time to time on or after the date that the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering completes a Business Combination, either Sponsor (the Registrable Securities, “Demanding Sponsor”) or the Holders of at least a majority-in-majority in interest of the then-then issued and outstanding number of Registrable Securities held by (such Demanding Sponsor or Holders, as the Vicarious Holders or the Sponsor Group Holders (case may be, the “Demanding Holders”), in each case, ) 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, 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 subject to Section 2.1.4 and the Company’s receipt of the 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 2.2.1 Section 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on in such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 and Section 2.4 hereof and provided 3.4, in the event that the Company does any Insider holds Registrable Securities that are not have an effective Registration Statement registered pursuant to Section 2.1 outstanding covering 2.1, at any time and from time to time following the Closing, (a) the Sponsor, (b) Arrowroot Insiders holding a majority of the Registrable Securities, the Holders of at least a majority-in-interest of the then-outstanding number of Registrable Securities then held by the Vicarious Holders Arrowroot Insiders, or (c) the Sponsor Group Holders iLearningEngines Insiders holding a majority of the Registrable Securities then held by the iLearningEngines Insiders (individually, a “Demanding Holder,” collectively, 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 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 Business 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 in no event more than thirty (30) calendar days 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, 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. 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 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration in the aggregate on behalf of the Sponsor and the Arrowroot Insiders and (ii) an aggregate of three (3) Registrations pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such Demand Registration has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered under this subsection 2.2.1 on behalf of the Requesting Holders iLearningEngines Insiders, and the Demanding Holders on such Registration Statement have been sold, Company shall not be obligated to participate in accordance with Section 3.1 more than an aggregate of this Agreementfour (4) Demand Registrations in any twelve-month period.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.01(d) and Section 2.4 hereof 2.04 hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering consummates the Registrable SecuritiesBusiness 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-outstanding number of Registrable Securities, excluding Registrable Securities held by the Vicarious Holders FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or the Sponsor Group Holders (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 2.2.1 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 pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on in such Form S‑1 Registration Statement have been sold, in accordance with Section 3.1 3.01 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided from time to time following the Second Merger Effective Time (but subject to Article V), any Holder or Holders that the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering the Registrable Securities, the Holders Securities with a value of at least a majority-in-interest $25,000,000 based on the average closing price of the then-outstanding number applicable class of Registrable Securities held by in the Vicarious Holders or preceding thirty (30) trading days prior to the Sponsor Group Holders date of such determination (such Holders, the “Demanding Holders”), in each case, ) 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 “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 sixty (60) 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, 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. 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 2.2.1 with respect to any 2.1.1 initiated by Vine Holders, or all Registrable Securities; provided, however, that a Registration (ii) three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 initiated by the Kcompany Holder. Notwithstanding the foregoing, the Company shall not be counted for such purposes unless obligated to file a Registration Statement with respect to such Demand Registration has become effective and all of prior to 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 on such Registration Statement have been sold, in accordance with Section 3.1 of this AgreementFiling Deadline.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering expiration of, as applicable, the Registrable SecuritiesFounder Lock-up Period, the Investor Lock-up Period or the PrinceRidge Lock-up Period, the Holders of at least a majoritytwenty-in-interest five percent (25%) of the then-then outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group Holders (the ““ Demanding HoldersHolders ”), in each case, ) may make a written demand for Registration of all or part at least fifteen percent (15%) of their the then outstanding number of 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 RegistrationRegistration ”). 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 HolderHolder ”) 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, 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. 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 2.2.1 2.1.1 with respect to any or all Registrable Securities; providedprovided , howeverhowever , that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or F-1 or any similar long-form registration statement that may be available at such Demand Registration time (“ Form S-1 or F-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 on in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement. In addition, PrinceRidge (or any other FINRA member) shall not be able to effect a Demand Registration after five (5) years from the effective date of the Company’s registration statement with respect to its initial public offering.

Request for Registration. Subject to the provisions of subsection 2.2.4 and Section 2.4 hereof 3.4, at any time and provided that from time to time following the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering the Registrable SecuritiesClosing, the Holders of at least a majority-in-interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group Holders (the “any Demanding Holders”), in each case, 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 in no event more than thirty (30) calendar days 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, 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. 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 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration in the aggregate on behalf of the Sponsor and the Xxxx Insiders and (ii) an aggregate of three (3) Registrations pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such Demand Registration has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered under this subsection 2.2.1 on behalf of the Requesting Holders NKGen Insiders, and the Demanding Holders on such Registration Statement have been sold, Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations in accordance with Section 3.1 of this Agreementany twelve-month period.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering consummates the Registrable SecuritiesBusiness Combination, (i) the Holders of at least a majority-in-majority in interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders Sponsor, officers or directors of the Company or their affiliates, or the Sponsor Group Holders transferees of the foregoing, (ii) Cantor or its designees, or (iii) CCM or its designees (the “Demanding Holders”), in each case, ) 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 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, 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. 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 2.2.1 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on in such Registration Statement Form S-1Registration have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering consummates the Registrable Securitiesinitial Business Combination (i) the Sponsor, (ii) the Holders of at least a majority-in-thirty percent (30%) in interest of the then-then outstanding number of Registrable Securities (excluding Registrable Securities held by the Vicarious Sponsor and its Permitted Transferees) or (iii) the Holders or of a majority in interest of the Underwriter Warrants (the Sponsor Group Holders (or such Holders, as the case may be, the “Demanding Holders”), in each case, ) 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 Holders Holder(s) and Requesting Holders Holder(s) pursuant to such Demand Registration, including by filing a Registration Statement relating thereto as soon as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the 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 2.2.1 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on in such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 and compliance with Section 2.4 hereof and provided that the Company does 3.4 hereof, if there is not have an effective Resale Shelf Registration Statement available for the resale for the Registrable Securities pursuant to Section 2.1 outstanding covering 2.1, at any time and from time to time on or after the Registrable Securitiesdate that is 180 days from the consummation of the Business Combination, the Holders of who hold at least a majority-in-majority in interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group Holders (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 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, 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. 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 [●]1% of the Company’s then outstanding Common Stock, (2) more than an aggregate of one (1) Demand Registration during any six-month period, (3) more than three (3) Demand Registrations in total pursuant to a this Section 2.2.1, or (4) any Demand Registration under this subsection 2.2.1 at any time there is an effective Resale Shelf Registration Statement on file with respect to any or all Registrable Securities; provided, however, that a Registration the Commission pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such 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 and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement2.1.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.2.5 and Section Sections 2.4 hereof and provided that 3.4 hereof, at any time and from time to time on or after the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering Closing Date, each of (a) the Registrable SecuritiesSponsor (the “Sponsor Demanding Holder”), the Holders of and (b) at least a majority-in-majority in interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or Co-Founders (the “New Demanding Holders,” together with the Sponsor Group Holders (Demanding Holders, the “Demanding Holders”), in each case, ) 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”). 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 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 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, including by filing a Registration Statement relating thereto as soon as practicable, but . The Company shall not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration. Under no circumstances shall the Company be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration or a Shelf Underwritten Offering initiated by the Sponsor and (B) an aggregate of three (3) Registrations pursuant to a Demand Registration or a Shelf Underwritten offering initiated by the Co-Founders, in each case under subsection 2.1.3 or this subsection 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to that may be available at such Demand Registration time has become effective and all of the Registrable Securities requested by the Requesting Demanding Holders and the Demanding Requesting Holders to be registered on behalf of the Requesting Demanding Holders and the Demanding Requesting Holders on in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering consummates the Registrable SecuritiesBusiness Combination, (i) the Holders of at least a majority-in-interest fifteen percent (15%) of the then-outstanding number of Registrable Securities held by or (ii) the Vicarious Holders Representative or the Sponsor Group Holders its Permitted Transferees (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 (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, 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. 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 2.2.1 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of Cantor or its Permitted Transferees; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on in such Form S-1 Registration Statement have been sold, in accordance with Section 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 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering consummates the Registrable SecuritiesBusiness Combination, (i) the Holders of at least a majority-in-interest of the then-then outstanding number of Registrable Securities held by the Vicarious Holders Sponsor, officers or directors of the Company or their affiliates, or the Sponsor Group Holders transferees of the foregoing, (ii) Cantor or its designees, or (iii) CCM or its designees (the “"Demanding Holders”"), in each case, 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 practicablenot more than forty five (45) days 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, including and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by filing the Commission as soon as practicable thereafter; provided, however, that the Company may use a Registration Statement relating on Form S-3 or any successor form thereto as soon as practicable, but not more than forty-five (45) if the Company would qualify to use such form within 30 days immediately after the Company’s receipt of date on which the Demand Registrationinitial 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 2.2.1 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such 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 and the Demanding Holders on in such Demand Registration Statement have been sold, sold in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, and provided that the Company does not have an effective Registration Statement pursuant to Section 2.1 2.3 outstanding covering the Registrable Securities, (a) the Existing Holders of at least a majority-in-majority in interest of the then-outstanding number of Registrable Securities held by the Vicarious Existing Holders, (b) the New Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the New Holders or (c) any Holder meeting the Sponsor Group Holders Shelf Threshold (as defined below) (the “Demanding Holders”), in each case, 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 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 (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 effectfile, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Registration Company’s receipt of the Demand Registration, a Form S-3 Shelf or, if Form S-3 is not then available to the Company, a Form S-1 Shelf covering all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration, including by filing a Registration and shall use reasonable best efforts to cause such Registration Statement relating thereto to become effective as soon promptly as practicable, but not more than forty-five (45) days immediately practicable after the Company’s receipt of the Demand Registrationfiling. 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 2.2.1 2.1.1 with respect to any or all of the Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Coxxx Xnvestments and Crxxx-Xxxxxx, which shall be governed by Section 3.6; (ii) that in no event shall the Existing Holders be entitled to fewer than one (1) Demand Registration (such registration an “Existing Holder Demand Registration”); (iii) a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 Shelf or any similar long-form registration statement that may be available at such Demand Registration time 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 on in such Form S-1 Shelf Registration Statement have been sold, in accordance with Section 3.1 of this Agreement; and (iv) an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time, any of (i) the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering BC Holder, (ii) the Registrable SecuritiesMedina Holder, (iii) the Sponsor Holder, or (iv) the Holders of at least a majority-in-20% in interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or (together with the Sponsor Group Holders (Holder, BC Holder and the Medina Holder, 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 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 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, 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. 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 2.2.1 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on in such Registration Statement Form S-1 have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering consummates the Registrable SecuritiesBusiness Combination, (i) the Holders of at least a majority-in-thirty percent (30%) in interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group Holders (ii) Cantor and its permitted designees (the “Demanding Holders”), in each case, ) 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 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, 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. 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 2.2.1 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of Cantor and its designees; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 for resale on behalf of the Requesting Holders and the Demanding Holders on in such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering consummates the Registrable SecuritiesBusiness Combination, (i) the Holders of at least a majority-in-interest of the then-then outstanding number of Registrable Securities held by the Vicarious Holders Initial Stockholders, officers or directors of the Company or their affiliates, or the Sponsor Group Holders transferees of the Initial Stockholders, or (ii) Cantor or its designees (the “Demanding Holders”), in each case, 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 practicablenot more than forty five (45) days 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, including and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by filing the Commission as soon as practicable thereafter; provided, however, that the Company may use a Registration Statement relating on Form S-3 or any successor form thereto as soon as practicable, but not more than forty-five (45) if the Company would qualify to use such form within 30 days immediately after the Company’s receipt of date on which the Demand Registrationinitial 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 2.2.1 2.1.1 with respect to any or all Registrable Securities, including the one (1) Demand Registration on behalf of Cantor; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such 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 and the Demanding Holders on in such Demand Registration Statement have been sold, sold in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering consummates the Registrable Securitiesinitial Business Combination, the Holders of at least a majority-in-thirty percent (30%) in interest of the then-then outstanding number of Registrable Securities held by (such Holders, as the Vicarious Holders or the Sponsor Group Holders (case may be, the “Demanding Holders”), in each case, ) 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 Holders Holder(s) and Requesting Holders Holder(s) pursuant to such Demand Registration, including by filing a Registration Statement relating thereto as soon as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the 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 2.2.1 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on in such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time (but subject to Article V), (i) Amber GT or (ii) the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering the Registrable Securities, the Perceptive Holders of holding at least a majority-in-majority in interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group all Perceptive Holders (as the case may be, the “Demanding Holders”), in each case, 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 thirty (30) 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; provided, 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. Under no circumstances shall 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 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such Demand Registration has become effective and all of the Registrable Securities requested by the Requesting Holders and 2.1.1 if the Demanding Holders to be registered on behalf of the and Demand Requesting Holders and the Demanding Holders on such Registration Statement have been sold, in accordance propose to sell Registrable Securities with Section 3.1 aggregate proceeds of this Agreementless than $25,000,000.

Request for Registration. Subject to the provisions of subsection 2.2.4 and Section 2.4 hereof and provided that the Company does not have an effective Registration Statement pursuant to Section subsection 2.1 outstanding covering the Registrable Securities, the Holders of at least a majority-in-interest of the then-then outstanding number of Registrable Securities held by the Vicarious Butterfly Holders or the Sponsor Group Holders (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. 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 2.2.1 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such 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 and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.2.5 and Section Sections 2.4 and 3.4 hereof and provided that the Company Holdco does not have an effective Registration Statement pursuant to Section 2.1 outstanding subsection 2.1.1 covering the Registrable Securities, the Holders of holding at least a majority-in-interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group Holders (the “Demanding Holders”), in each case, 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, 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 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 Registration 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 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to that may be available at such Demand Registration time has become effective and all of the Registrable Securities requested by the Requesting 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 Requesting DR Demanding Holders and the DR Requesting Holders (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders on and the SUO Requesting Holders) in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject At any time and from time to time after the provisions expiration of subsection 2.2.4 and any lock-up to which an Investor’s shares are subject, if any, provided compliance by the Investors with Section 2.4 hereof 3.4, and provided that the Company does further there is not have an effective Resale Shelf Registration Statement available for the resale of all of the Registrable Securities pursuant to Section 2.1 outstanding covering (and subject to the Registrable Securitiesright of holders to effect Underwritten Takedowns under Section 2.1), the Holders of at least (i) SPAC Investors who hold a majority-in-interest majority of the then-outstanding number of Registrable Securities held by all SPAC Investors or (ii) CERo Investors who hold a majority of the Vicarious Holders or the Sponsor Group Holders (the “Demanding Holders”), in each caseRegistrable Securities held by all CERo Investors, may make a written demand for Registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form S-l 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 shallwill within five (5) Business Days after receiving such demand, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, 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) days Business 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 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 two (2) Demand Registration during any twelve-month period (not including any Underwritten Takedown); (b) any Demand Registration at any time there is an effective Resale Shelf Registration Statement on file with the Commission pursuant to Section 2.1 that is not subject to a reduction of registered shares under Section 2.1.4 (and subject to the obligation to effect Underwritten Takedowns as set forth in Section 2.1); or (c) more than three (3) Underwritten Demand Registration and the Company shall effect, as soon thereafter as practicable, the Registration Registrations in respect of all Registrable Securities requested held 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. 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 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such 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 and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of this AgreementSPAC Investors.

Request for Registration. Subject to the provisions of subsection 2.2.4 and contained in this Section 2.4 hereof and provided 2.1, beginning on the date 120 days after the Effective Date, any Holder or Holders may from time to time request (each, a "Requesting Holder") in writing (a "Demand Request") that the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering effect the Registrable Securitiesregistration under the Securities Act of that number or principal amount, as the Holders of at least a majority-in-interest of the then-outstanding number case may be, of Registrable Securities held requested and owned by the Vicarious Holders or the Sponsor Group Holders (the “Demanding Holders”Requesting Holder(s), 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 specifying the intended method(s) method of distribution thereof if other than an underwritten offering (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. 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 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a (if Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such Demand Registration has become effective and Requests have been delivered by Holders of less than all of the Registrable Common Securities requested or Registrable Debt Securities, as applicable, outstanding at the time of such requests) Holders of Registrable Securities of not less than (i) the greater of (A) 15% of the Registrable Common Securities outstanding at the time of such request (subject to adjustment for any subdivision or combination of Registrable Common Securities), and (B) $10,000,000 in anticipated aggregate offering price of Registrable Common Securities, or (ii) $25,000,000 in aggregate principal amount of Registrable Debt Securities outstanding at the time of such request, shall have delivered Demand Requests; and provided, further, that the Company will in no event be required to effect more than (x) two Demand Registrations in any 12-month period or (y) four Demand Registrations, two of which may be initiated by the Requesting Holders with respect to the Registrable Common Securities and two of which may be initiated by the Demanding Holders with respect to the Registrable Debt Securities under this Agreement. The Company shall, solely for the purpose of obtaining the consent of sufficient Holders to be registered on behalf request a Demand Registration pursuant to this Section 2.1, use its best efforts to provide the Holders with (i) a list of record securityholders of the Requesting Company with their respective ownership of Registrable Securities and contact information and (ii) such additional information as the Holders may request in connection therewith, which list and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 additional information shall be used solely for purposes of this Agreement. Upon receipt of a Demand Request, the Company will cause to be included in a registration statement on an appropriate form under the Securities Act, filed with the Commission as promptly as reasonably practicable but in any event not later than 75 days after receiving a Demand Request (the "Required Filing Date"), such Registrable Securities as may be requested by 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 request pursuant to Section 2.2. 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 any event not later than 120 days following the date of the Demand Request.

Request for Registration. Subject to the provisions of subsection 2.2.4 Section 2.1.4 and Section 2.4 hereof hereof, at any time and provided from time to time on or after the date that is six (6) months after the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering the Registrable SecuritiesClosing Date, the Holders of at least a majority-in-twenty percent (20%) in interest of the then-then outstanding number of Registrable Securities held by (excluding Warrants that will not be exercisable at the Vicarious Holders or anticipated effective date of the Sponsor Group Holders Registration Statement) (the “Demanding Holders”), in each case, ) 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 Holders Holder(s) and Requesting Holders Holder(s) pursuant to such Demand Registration, including by filing a Registration Statement relating thereto as soon as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the 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 2.2.1 Section 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to on Form S-1 or any similar long-form registration statement that may be available at such Demand Registration time 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 on in such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.2.5 and Section Sections 2.4 hereof and provided that 3.4 hereof, at any time and from time to time on or after the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering Closing Date, each of (a) the Registrable SecuritiesFounder (the “Founder Demanding Holder”), the Holders of and (b) at least a majority-in-majority in interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group New Holders (the “New Demanding Holders,” together with the Founder Demanding Holders, the “Demanding Holders”), in each case, ) 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”). 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 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 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, including by filing a Registration Statement relating thereto as soon as practicable, but . The Company shall not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration. Under no circumstances shall the Company be obligated to effect more than (1) an aggregate of three (3) Registrations pursuant to a Demand Registration or a Shelf Underwritten Offering initiated by the Founder and (2) an aggregate of three (3) Registrations pursuant to a Demand Registration or a Shelf Underwritten offering initiated by the New Holders, in each case under subsection 2.1.3 or this subsection 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to that may be available at such Demand Registration time has become effective and all of the Registrable Securities requested by the Requesting Demanding Holders and the Demanding Requesting Holders to be registered on behalf of the Requesting Demanding Holders and the Demanding Requesting Holders on in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering consummates the Registrable SecuritiesBusiness Combination, (i) the Holders of at least a majority-in-interest majority of the then-outstanding number of Registrable Securities held by or (ii) the Vicarious Holders Representative or the Sponsor Group Holders its designees or Permitted Transferees (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 (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, 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. 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 2.2.1 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on in such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject At any time, and from time to time, after the provisions expiration of subsection 2.2.4 and Section 2.4 hereof and provided that any lock-up period to which the Company does not have Holders may be subject, when an effective Resale Shelf Registration Statement pursuant to Section 2.1 outstanding covering is on file with the Registrable Securities, the Commission: (a) (i) Holders of at least a majority-in-15% in interest of the then-then outstanding number of Registrable Securities held collectively by the Vicarious Holders or the Sponsor Group SPAC Holders (“Demanding SPAC Holders”) or (ii) Holders of at least a majority in interest of the then outstanding number of Registrable Securities held collectively by the Company Holders (“Demanding Company Holders” and, together with the Demanding SPAC Holders, the “Demanding Holders” and each a “Demanding Holder”), in each caseas the case may be, may make request to sell all or any portion of their Registrable Securities in an Underwritten Takedown and (b) to the extent Domesticated SPAC is not eligible to use a written demand for Registration Statement on Form S-3 after twelve months after the date of this Agreement, the Demanding Holders may require Domesticated SPAC to file a Registration on Form S-1 to effect an underwritten offering or other coordinated offering of all or part any portion of their Registrable SecuritiesSecurities (“Underwritten Demand Registration” and, which written demand together with an Underwritten Takedown, a “Demand Registration”); provided in each case that Domesticated SPAC shall describe the amount and type of securities only be obligated to effect an underwritten offering if such offering shall include Registrable Securities proposed to be included sold by the Demanding Holder(s) with a total offering price reasonably expected to exceed, in such the aggregate, $40 million (the “Minimum Takedown Threshold”). The SPAC Holders, on the one hand, and the Company Holders, on the other hand, may each demand not more than two (2) Demand Registrations pursuant to this Section 2.2.1 in any 12-month period. Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof (such written demand a “Demand Registration”)thereof. The Company shallDomesticated SPAC will, within ten five (105) 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 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 of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, Domesticated SPAC within five (5) days after the receipt by the Holder holder of the notice from the Company. Upon receipt by the Company of Domesticated SPAC and, upon any such written notification from a Requesting Holder(s) to the Companyrequest, such Requesting Holder(s) shall be deemed Demanding Holders and shall be entitled to have their Registrable Securities included in a the Demand Registration, subject to Section 2.2.4 and the provisos set forth in Section 3.1.1. Domesticated SPAC shall not be obligated to effect: (a) any Demand Registration at any time there is an effective Resale Shelf Registration Statement on file with the Commission pursuant to Section 2.1, (b) more than two Underwritten Takedowns in any twelve-month period, (c) more than one (1) Underwritten Demand Registration during any twelve-month period, (d) more than two Underwritten Demand Registrations at the request of Demanding SPAC Holders, or (e) more than two Underwritten Demand Registrations at the request of Demanding Company Holders, provided that if the Registrable Securities sought to be included in the Registration pursuant to a Demand this Section 2.2.1 are not fully included in such Registration and for any reason other than solely due to the Company shall effect, as soon thereafter as practicable, action or inaction of the Registration of all Holders including Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to in 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. 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 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand such Registration shall not be counted for such purposes unless a deemed to constitute an Underwritten Demand Registration Statement with respect pursuant to this 2.2.1. Notwithstanding anything to the contrary contained in this Agreement, in no event shall any Holder or any transferee thereof request an underwritten offering during any lock-up period applicable to such 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 and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of this AgreementPerson.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering consummates the Registrable Securitiesinitial Business Combination, (i) the Holders of at least a majority-in-fifteen percent (15%) in interest of the then-then outstanding number of Registrable Securities held by Securities, or (ii) the Vicarious Holders Underwriters (or the Sponsor Group Holders their permitted designees) (the “Demanding Holders”), in each case, ) 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 Holders Holder(s) and Requesting Holders Holder(s) pursuant to such Demand Registration, including by filing a Registration Statement relating thereto as soon as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the 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 2.2.1 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such 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 and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. (a) Subject to the provisions conditions of subsection 2.2.4 and this Section 2.4 hereof and provided ‎1.2, if the Company shall receive at any time following the earlier of (i)five (5) years after the date of this Agreement or (ii) six (6) months following the Initial Offering, a written request from the holders of the Preferred Shares holding more thanfifty percent (50%) of the Registrable Securities (the “Initiating Holders”) that the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding file a registration statement under the Act covering the registration of Registrable Securities, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders (other than the Initiating Holders), and subject to the limitations of this Section ‎1.2, use best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). Notwithstanding any other provision of this Section ‎1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of at least such Registrable Securities on a majority-in-interest pro rata basis based on the number of Ordinary Shares issued or issuable upon conversion of Preferred Shares held by all such Holders, provided, however, that in any event the then-outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group Holders (the “Demanding Holders”), in each case, may make a written demand for Registration holders of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to Series B-1 Preferred Sharesto 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. 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 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration underwriting shall not be counted for such purposes reduced unless a Registration Statement with respect to such Demand Registration has become effective and all of other securities are first entirely excluded from 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 on such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementunderwriting.

Request for Registration. Subject At any time and from time to time after the provisions of subsection 2.2.4 and Section 2.4 hereof and provided that the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering the Registrable SecuritiesClosing, the Holders of at least Investors holding a majority-in-interest of the then-Registrable Securities then issued and outstanding (for the avoidance of any doubt, throughout this Agreement, such determination is based on the number of Registrable Securities held by the Vicarious Holders or Investors and not the Sponsor Group Holders (the “Demanding Holders”voting rights of those Registrable Securities), in each case, 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 fifteen (such written demand a “Demand Registration”). The Company shall, within ten (1015) calendar days of the Company’s following receipt of the any request for a Demand Registration, Pubco will notify, in writing, 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 CompanyPubco, in writing, within five fifteen (515) calendar 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, 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 subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. Pubco shall not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration. Under no circumstances shall the Company 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, Pubco shall not be obligated to effect a Demand Registration, (i) if a Piggy-Back Registration under this subsection 2.2.1 had been available to the Demanding Holder(s) within the one hundred twenty (120) calendar days preceding the date of request for the Demand Registration, (ii) within sixty (60) calendar days after the effective date of a previous registration effected with respect to the Registrable Securities pursuant this Section 2.1, or (iii) during any or all Registrable Securities; provided, however, that a Registration pursuant period (not to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to exceed one hundred eighty (180) calendar days) following the closing of the completion of an offering of securities by Pubco if such Demand Registration has become effective and all of would cause Pubco to breach a “lock-up” or similar provision contained in 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 on underwriting agreement for such Registration Statement have been sold, in accordance with Section 3.1 of this Agreementoffering.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering consummates the Registrable SecuritiesBusiness Combination, the Holders of (i) any Holder that together with its affiliates owns at least a majority-in-20% in interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders Securities, or the Sponsor Group Holders (ii) Cantor or its permitted designees (the “Demanding HoldersHolder”), in each case, ) may make a written demand for Registration of all or part of their its 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-forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holder 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 per eligible Holder pursuant to a Demand Registration under this subsection 2.2.1 with respect to any or all Registrable Securities2.1.1; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on in such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering consummates the Registrable SecuritiesBusiness Combination, the Holders of at least a majority-in-majority in interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group Holders (the “Demanding Holders”), in each case, 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 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, 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. 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 2.2.1 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on in such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering consummates the Registrable SecuritiesBusiness Combination, (i) Xxxxx Investments or (ii) the Holders of at least a majority-in-majority in interest of the then-outstanding number of Registrable Securities held by (Xxxxx Investments or such Holders, as the Vicarious Holders or the Sponsor Group Holders (case may be, 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 (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, 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. 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 2.2.1 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 Xxxxx Investments which shall be governed by Section 3.6 and (ii) a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on in such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering consummates the Registrable Securities, initial Business Combination (i) the Holders of at least a majority-in-thirty percent (30%) in interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group Holders (such Holders, the “Demanding Holders”), in each case, ) 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 Holders Holder(s) and Requesting Holders Holder(s) pursuant to such Demand Registration, including by filing a Registration Statement relating thereto as soon as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the 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 2.2.1 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on in such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 and Section 2.4 hereof and provided that the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering the Registrable SecuritiesAt any time, the Holders of at least a majority-in-interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group Holders (the “Demanding Holders”), in each case, Holder may make a written demand request per 12-month period (specifying the intended method of disposition) for Registration registration under the Securities Act (each, a "Demand Registration") of all or part of their such Holder's Registrable SecuritiesSecurities (but such part, which written demand shall describe together with the amount and type number of securities requested by other Holders to be included in such Demand Registration and pursuant to this Section 2.1, shall have an estimated market value at the intended method(s) time of distribution thereof such request (such written demand based upon the then market price of a “Demand Registration”). The Company shall, within ten (10) days share of Common Stock of the Company’s receipt ) of at least $10,000,000). Notwithstanding the foregoing, the Company shall not be required to file any registration statement on behalf of any Holder within six months after the effective date of any earlier registration statement so long as the Holder requesting the Demand Registration was given a notice offering it the opportunity to sell Registrable Securities under the earlier registration statement and such Holder did not request that all of its Registrable Securities be included; provided, however, that if a Holder requested that all of its Registrable Securities be included in the earlier registration statement but not all were so included through no fault of the Demand RegistrationHolder, notifysuch Holder may, in writingbut shall not be obligated to, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes require the Company to include all or a portion of such Holder’s Registrable Securities in a Registration file another registration statement pursuant to a Demand Registration (each subject, in the event of a Demand Registration for less than all such remaining Registrable Securities, to the same $10,000,000 limitation set forth above) exercised by such Holder that includes all or a portion within six months of the effective date of such Holder’s earlier registration statement. Within ten days after receipt of a request for a Demand Registration, the Company shall give written notice (the "Notice") of such request to all other Holders and shall include in such registration all Registrable Securities in such Registration, a “Requesting Holder”) shall so notify that the Company, in writing, Company has received written requests for inclusion therein within five (5) 15 days after the receipt Notice is given (the "Requested Securities"). Thereafter, the Company may elect to include in such registration additional Shares to be issued by the Holder of the notice from the Company. Upon receipt In such event for purposes only of Section 2.3 (other than the first sentence thereof) and not for purposes of any other provision or Section hereof (including, without limitation, Section 3), (a) such shares to be issued 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. 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 2.2.1 connection with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect deemed to such Demand Registration has become effective and all of the be Registrable Securities requested by and (b) the Requesting Holders and the Demanding Holders Company shall be deemed to be registered on behalf a Holder thereof. All requests made pursuant to this Section 2.1 shall specify the aggregate number of the Requesting Holders and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of this AgreementRegistrable Securities to be registered.

Request for Registration. Subject to the provisions of subsection 2.2.4 Sections 2.1.1, 2.8 and Section 2.4 hereof 2.9 hereof, at any time and provided that from time to time on or after the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering date the Registrable SecuritiesCharterhouse Demand Period ends, (i) the Charterhouse Holders, (ii) the GS Holders or (iii) the Holders of at least a majority-in-thirty percent (30%) in interest of the then-then outstanding number of Registrable Securities held by the Vicarious Holders (any of (i), (ii) or the Sponsor Group Holders (iii), the “Demanding Holders”), in each case, ) 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) methods of distribution thereof (such written demand demand, a “Demand Registration”); provided that no shares that are subject to a Lock-Up Period at the time that the Registration Statement that is subject to such Demand Registration is required to be filed may be included in such Demand Registration or counted towards such 30% in interest of the Demanding Holders. The Company shall, within ten (10) 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) 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) Holder to the Company, 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 effect, as soon thereafter as reasonably practicable, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration, including by filing using commercially reasonable efforts to file a Registration Statement relating thereto as soon as reasonably practicable, but not more than forty-five (45) 45 days immediately after the Company’s receipt of the Demand Registration. Under no circumstances shall ; provided the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect required to such 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 and the Demanding Holders on file such Registration Statement have been sold, (or an amendment thereto) during any period for which it has not yet filed financial statements with the Commission that would be required to be included in accordance with Section 3.1 such Registration Statement and the due date for filing of this Agreementsuch financial statements under the rules and regulations of the Commission has not yet elapsed.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof 2.5 hereof, at any time and provided that from time to time on or after (A) the Company does not have an effective Registration Statement pursuant date PubCo consummates the Business Combination with respect to Section 2.1 outstanding covering the Tranche A Registrable Securities, or (B) the date PubCo consummates the Business Combination with respect to the Tranche B Registrable Securities, (i) the Holders of at least a majority-in-majority in interest of the then-outstanding number of the Tranche A Registrable Securities, and (ii) the Holders of at least a majority in interest of the then-outstanding number of the Tranche B Registrable Securities held by (each such Holders of the Vicarious Holders or same tranche of the Sponsor Group Holders (relevant Registrable Securities, the “Demanding Holders”), in each case, ) may make a written demand for Registration under the Securities Act of all or part of their respective Registrable SecuritiesSecurities in that tranche on Form F-3 (or, if Form F-3 is not available to be used by PubCo at such time, on Form F-1 or another appropriate form permitting Registration of the relevant 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 PubCo shall, within ten (10) days of the CompanyPubCo’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 CompanyPubCo, in writing, within five (5) 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 Companyrequest, 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 practicablepracticable after PubCo’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, 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. Under no circumstances shall the Company PubCo be obligated to effect effect, (i) with respect to any Tranche A Registrable Securities, more than an aggregate of three one (31) Registrations Registration pursuant to a Demand Registration under this subsection 2.2.1 2.1.1, and (ii) with respect to any or all Tranche B Registrable Securities; provided, however, that a more than an aggregate of one (1) Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such 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 and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of under this Agreementsubsection 2.1.1.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering consummates the Registrable Securitiesinitial Business Combination, (i) the Holders of at least a majority-in-thirty percent (30%) in interest of the then-then outstanding number of Registrable Securities held by or (ii) the Vicarious Holders Representatives and/or their affiliates or the Sponsor Group Holders designees (the “Demanding Holders”), in each case, ) 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 Holders Holder(s) and Requesting Holders Holder(s) pursuant to such Demand Registration, including by filing a Registration Statement relating thereto as soon as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the 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 2.2.1 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Representatives and/or their affiliates or designees; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on in such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.2.5 and Section Sections 2.4 hereof and provided that 3.4 hereof, at any time and from time to time on or after the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering Closing Date, each of (a) the Registrable Securities, the Gores Holders of at least a majority-in-majority in interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group Gores Holders (the “Gores Demanding Holders”), and (b) the Shay Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Shay Holders (the “Shay Demanding Holders,” together with the Gores Demanding Holders, the “Demanding Holders”), in each case, 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 promptly following the Company’s receipt of the a Demand Registration, notify, in writing, writing all other Holders of Registrable Securities (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 Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) 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 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, including by filing a Registration Statement relating thereto as soon as practicable, but . The Company shall not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration. Under no circumstances shall the Company 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 Shay Holders, in each case under this subsection 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to that may be available at such Demand Registration time has become effective and all of the Registrable Securities requested by the Requesting Demanding Holders and the Demanding Requesting Holders to be registered on behalf of the Requesting Demanding Holders and the Demanding Requesting Holders on in such Registration Statement have been sold, in accordance with Section 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 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have consummates an effective Registration Statement pursuant to Section 2.1 outstanding covering initial Business Combination, the Sponsor (or if the Sponsor then holds no Registrable Securities, the Holders of at least a majority-in-majority in interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group Holders Securities) (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 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, 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. Under no circumstances shall the Company be obligated to effect more than an aggregate of three four (34) Registrations pursuant to a Demand Registration under this subsection 2.2.1 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on in such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement; provided, further, however, that a Registration shall not be counted for such purposes if the Registrable Securities requested by the Requesting Holders to be registered are any shares of Class A Common Stock or other equivalent equity security issued or issuable upon the conversion of any such Alignment Shares or exercisable for Class A Common Stock and such Alignment Shares have previously been registered pursuant to a Demand Registration; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time following the Company does not have an effective Registration Statement pursuant Effective Time (but subject to Section 2.1 outstanding covering the Registrable SecuritiesArticle V), the Holders of (i) Key Seller Stockholders holding at least a majority-in-interest of the then-outstanding number of Registrable Securities held by all Key Seller Stockholders, or (ii) the Vicarious Holders Sponsor (such Key Seller Stockholders or the Sponsor Group Holders (Sponsor, as the case may be, the “Demanding Holders”), in each case, ) 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 sixty (60) 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, 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. 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 2.2.1 with respect to any 2.1.1 initiated by Key Seller Stockholders, or all Registrable Securities; provided, however, that a (ii) one (1) Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such Demand Registration has become effective and all of the Registrable Securities requested under this subsection 2.1.1 initiated by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of this AgreementSponsor.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering expiration of the Registrable SecuritiesFounder Lock-up Period, Sponsor Lock-up Period or EBC Lock-up Period, as applicable, the Holders of at least a majoritytwenty-in-interest five per cent (25%) of the then-then outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group Holders (the “Demanding Holders”), in each case, ) may make a written demand for Registration of all or part at least fifteen percent (15%) of their the then outstanding number of 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, 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. 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 2.2.1 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form F-1 or any similar long-form registration statement that may be available at such Demand Registration time (“Form F-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 on in such Form F-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering consummates the Registrable SecuritiesBusiness Combination, the Holders of at least a majority-in-thirty percent (30%) in interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group Holders (ii) Rxxx Parties and their respective designees (the “Demanding Holders”), in each case, ) 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 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, 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. 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 2.2.1 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of all of the Rxxx Parties and their respective designees; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 for resale on behalf of the Requesting Holders and the Demanding Holders on in such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 and Section 2.4 hereof 3.4, at any time and provided that from time to time following the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering the Registrable Securitiesdate of this Agreement, the Holders of at least a majority-in-interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group Holders (the “Demanding Holders”), in each case, 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 in no event more than thirty (30) calendar days 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, 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. 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 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such 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 and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of this AgreementHolder.

Request for Registration. Subject to the provisions of subsection 2.2.4 subsections 2.1.4, 2.3.1 and Section 2.4 hereof hereof, at any time and provided that the Company does not have an effective Registration Statement pursuant from time to Section 2.1 outstanding covering the Registrable Securitiestime, the one or more Holders of at least a majority-in-interest of the then-outstanding number of Registrable Securities held by (x) constituting at least thirty percent (30%) of the Vicarious Holders or Registrable Securities then outstanding and (y) having a total offering price (before deduction of underwriting discounts) reasonably expected to exceed, in the Sponsor Group Holders aggregate $50 million (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 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 five (45) days 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, 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. 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 2.2.1 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to on Form S-1 or any similar long-form registration statement that may be available at such Demand Registration time (“Form S-1”) has become effective and all at least fifty percent (50%) 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 on in such Form S-1 Registration Statement have been sold, in accordance with Section 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 2.2.4 2.2.5 and Section Sections 2.4 and 3.4 hereof and provided that the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding subsection 2.1.1 or subsection 2.1.2 covering the Registrable Securities, the Holders of at least a majority-in-interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or the (a) Sponsor Group Holders Holdco, (the “Demanding Holders”), in each caseb) Chardan and (c) Monex, may make a written demand for Registration of all or part of their Registrable Securities on (i) Form S-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 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, 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, the Registration of all Registrable Securities requested by the DR Demanding Holders and DR Requesting Holders pursuant to such Demand Registration, including by filing a Registration Statement relating thereto as soon as practicable, but . The Company shall not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3x) two (2) Registrations pursuant to a Demand Registration or a Shelf Underwritten Offering initiated by Sponsor Holdco and (y) one (1) Registrations pursuant to a Demand Registration or a Shelf Underwritten Offering initiated by Chardan under subsection 2.1.3 or this subsection 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to that may be available at such Demand Registration time has become effective and all of the Registrable Securities requested by the Requesting 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 Requesting DR Demanding Holders and the DR Requesting Holders (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders on and the SUO Requesting Holders) in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.2.5 and Section Sections 2.4 hereof and provided that 3.4 hereof, at any time and from time to time after the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering date the Registrable SecuritiesClosing Date, each of (a) the Initial Holders and EarlyBirdCapital Holders of at least a majority-in-majority in interest of the then-outstanding number of Registrable Securities held by the Vicarious Initial Holders or the Sponsor Group and EarlyBirdCapital Holders (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), in each case, may make a written demand for Registration of all or part of their Registrable Securities, 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 promptly following the Company’s receipt of the a 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. 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 effectuse its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicable, as soon thereafter as practicable, but not more than forty-five (45) days following the Company’s receipt of the Demand Registration, for 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 . The Company shall not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration. Under no circumstances shall the Company be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2.1 2.2 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to that may be available at such Demand Registration time 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 Demanding Holders and the Demanding Requesting Holders on in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.4 and Section 2.4 hereof and provided that the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering the Registrable Securitieshereof, each of (i) FA Co-Investment, (ii) the Holders of at least a majority-in-thirty percent (30%) in interest of the then-then outstanding number of Registrable Securities held by the Vicarious Sponsor (excluding Registrable Securities held by FA Co-Investment and its Permitted Transferees) (the “Sponsor Holders”) and (iii) Holders of at least fifteen percent (15%) in interest of the then outstanding number of Registrable Securities held by the P3 Holders (FA Co-Investment, the Sponsor Holders or the Sponsor Group Holders (P3 Holders, as the case may be, the “Demanding Holders”), in each case, ) 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 Holders Holder(s) and Requesting Holders Holder(s) pursuant to such Demand Registration, including by filing a Registration Statement relating thereto as soon 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 Company, a Form S-1 Shelf, 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 Founders under this subsection 2.2.1 with respect to any or all Registrable SecuritiesSecurities held by such Founders or (y) more than an aggregate of three (3) Registrations pursuant to a Demand Registration by the P3 Holders under this subsection 2.2.1 with respect to any or all Registrable Securities held by such P3 Holders; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FA Co-Investment, which shall be governed by Section 3.6 and (ii) a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such 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 and the Demanding Holders on in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering consummates the Registrable Securities, initial Business Combination (i) Xxxxx Investments and Xxxxx-Xxxxxx 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 Xxxxx Investments, Xxxxx-Xxxxxx and their respective Permitted Transferees) (Xxxxx Investments and Xxxxx-Xxxxxx or such Holders, as the Vicarious Holders or the Sponsor Group Holders (case may be, the “Demanding Holders”), in each case, ) 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 Holders Holder(s) and Requesting Holders Holder(s) pursuant to such Demand Registration, including by filing a Registration Statement relating thereto as soon as practicable, but not more than forty-forty five (45) days immediately after the Company’s receipt of the 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 2.2.1 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 Xxxxx Investments and Xxxxx-Xxxxxx, which shall be governed by Section 3.6 and (ii) a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on in such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions limitations contained in this Section 2.1(a), at any time after the date hereof any Holder or Holders of subsection 2.2.4 and Section 2.4 hereof and provided that an aggregate of Registrable Securities representing 25% or more of all the Registrable Securities may make written requests (individually, a "Request") to the Company does not have an effective Registration Statement pursuant for the registration of the offer and sale of some or all of the Holders' Registrable Securities under the Securities Act (such registration being hereinafter referred to as a "Demand Registration"). Subject to the penultimate sentence of Section 2.1 outstanding covering the Registrable Securities2.1(b), the Company shall have no obligation to effect more than two (2) Demand Registrations, including, for such purposes only, any Piggy-Back Registration offered to the Holders of at least a majority-in-interest of under Section 2.2, unless the then-outstanding Company is unable to include all shares requested to be included in any such registration. Any Request will specify the number of Registrable Securities held by the Vicarious Holders or the Sponsor Group Holders (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 proposed to be included in such Registration sold and the intended method(s) of distribution disposition thereof (such written demand a “Demand Registration”)and shall also state the firm intent of the Holder to offer Registrable Securities for sale. The Company shall, shall give written notice of such Request within ten (10) 10 days of after the Company’s receipt thereof to all other Holders. Within 20 days after receipt of such notice by any such Holder, such Holder may request in writing that all or any portion of its Registrable Securities be included in such Registration Statement and the Company shall include in the Registration Statement for such Demand Registration, notify, in writing, Registration the Registrable Securities of all Holders that requested to be so included. Each such request by such other Holders shall specify the number of Registrable Securities proposed to be sold and the intended method(s) of such demand, disposition thereof and each shall also state the firm intent of the Holder of to offer Registrable Securities who thereafter wishes for sale. Notwithstanding the foregoing, the Company shall not be requested to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to effect a Demand Registration (each such Holder that includes all i) unless the Request has been made at least 90 days since the last Registration Statement (other than a shelf registration under Rule 415 of the Securities Act or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”Registration Statement on Form S-8) 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 was filed by the Company and (ii) with respect to shares of any Common Stock issuable upon conversion of 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 Series B Preferred Stock that are held by the Demanding Holders and Requesting Holders pursuant to Purchaser at the time of such Demand Registration, including by filing unless the Purchaser provides the Company with a Registration Statement relating thereto as soon as practicable, but not more than forty-five (45) written statement of its firm intent to sell its Series B Preferred Stock within 90 days immediately after the Company’s receipt of the 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 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such 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 and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering consummates the Registrable SecuritiesBusiness Combination, either Sponsor (the “Demanding Sponsor”) or the Holders of at least a majority-in-majority in interest of the then-then issued and outstanding number of Registrable Securities held by (such Demanding Sponsor or Holders, as the Vicarious Holders or the Sponsor Group Holders (case may be, the “Demanding Holders”), in each case, ) 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 five (45) days immediately after the Company’s receipt of the Demand Registration, the filing of a Registration Statement or a supplement or amendment to a Registration Statement to effect the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration, including by filing a ; provided that such Registration Statement relating thereto (if not already effective) shall be declared effective as soon after such filing as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration. Under no circumstances shall the Company be obligated to effect (i) a Registration pursuant to a Demand Registration covering less than one third of Registrable Securities held by either Sponsor on the date of closing of the Company’s initial public offering or (ii) more than an aggregate of three four (34) Registrations pursuant to a Demand Registration under this subsection 2.2.1 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on in such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject During such time when there is no effective Resale Shelf Registration Statement, at any time, and from time to time after the provisions of subsection 2.2.4 and Section 2.4 hereof and provided that Merger Effective Time, if any, (i) the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering the Registrable Securities, the SPAC Holders of who hold at least a majority-in-interest fifteen per cent (15%) of the then-outstanding number of Registrable Securities held by the Vicarious all SPAC Holders or (ii) Company Holders who hold US$20 million of the Sponsor Group Holders (Registrable Securities held by all Company Holders, as the “Demanding Holders”), in each casecase may be, 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 shallCayCo will, within ten five (105) 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 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, CayCo within five (5) days after the receipt by the Holder holder of the notice from the CompanyCayCo. 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 the Demand Registration, subject to a Section 2.2.4 and the provisos set forth in Section 3.1.1. CayCo shall not be obligated to effect: (a) more than one (1) Demand Registration and the Company shall effect, as soon thereafter as practicable, the Registration during any six (6)-month period; or (b) more than six (6) Underwritten Demand Registrations in respect of all Registrable Securities requested held by the Demanding Holders and Requesting Holders pursuant Holders, provided that if the Registrable Securities sought 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 be included in the Company’s receipt of the 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 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand this Section 2.2.1 are not fully included in such Registration for any reason other than solely due to the action or inaction of the Holders, then such Registration shall not be counted for such purposes unless deemed to constitute a Registration Statement with respect to such Demand Registration has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders pursuant to be registered on behalf of the Requesting Holders and the Demanding Holders on such Registration Statement have been sold, in accordance with this Section 3.1 of this Agreement2.2.1.

Request for Registration. Subject to the provisions of subsection 2.2.4 2.1.4 and Section 2.4 hereof hereof, at any time and provided that from time to time on or after the date the Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering consummates the Registrable Securitiesinitial Business Combination, (i) the Zxxxxx Entity and (ii) the Holders of at least a majority-in-20% in interest of the then-outstanding number of Registrable Securities held by the Vicarious Holders or the Sponsor Group Holders ((i) and (ii) individually and collectively, 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 demand, a “Demand Registration”). The Company shall, within ten five (105) 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 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, 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. 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 2.2.1 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to Form S-1 or any similar long-form registration statement that may be available at such Demand Registration 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 on in such Form S-1 Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.