Common use of Request for Registration Clause in Contracts

Request for Registration. At any time and from time to time on or after the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Shares, the holders of a majority-in-interest of the (a) Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (b) Insider Shares, may each make a written demand for registration under the Securities Act of all or part of such Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of the receipt by the holder of such notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one (1) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares under this Section 2.1.1.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Representative Shares, Private Units (or underlying securities) and Working Capital Units (or underlying securities) or (ii) three months prior to the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesall other Registrable Securities, the holders of a majority-in-interest of the (a) Insider Warrants such Founder Shares, Representative Shares, Private Units (or Ordinary Shares underlying securities), and Working Capital Units (or underlying securities), or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may each make a written demand for registration under the Securities Act of all or part of such their Founder Shares, Representative Shares, Private Units (or underlying securities), Working Capital Units (or underlying securities), or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying securities) and Working Capital Units (or underlying securities) or (ii) three months prior to the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesall other Registrable Securities, the holders of a majority-in-interest of the (a) Insider Warrants such Private Units (or Ordinary Shares underlying securities), Working Capital Units (or underlying securities) or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may each make a written demand for registration under the Securities Act of all or part of such their Private Units (or underlying securities), Working Capital Units (or underlying securities) or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen ten (1510) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time In the event that the Company fails to time on file, or after if filed fails to maintain the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Shareseffectiveness of, the holders a Shelf Registration Statement, Holders of a majority-in-interest of the (a) Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (b) Insider Shares, Registrable Securities may each make a written demand request for registration under the Securities Act of all or part of such their Registrable Securities (a “Demand Registration”). Any demand for ; provided, that if and so long as a Shelf Registration Statement is on file and effective, then the Company shall have no obligation to effect a Demand Registration shall specify Registration; and provided further, that the type and number of such shares of Registrable Securities proposed to be sold and by the intended method(sHolders making such written request for a Demand Registration shall either (i) have a Market Value of distribution thereofat least $20,000,000 on the date of such request or (ii) shall represent all remaining Registrable Securities held by such Holders. The Company will then notify all holders number of Registrable Securities of the demand, and each holder of Registrable Securities who wishes Demand Registrations which may be made pursuant to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”this Section 2.2(a) shall notify be unlimited; provided that the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of the receipt by the holder of such notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one (1) three Demand Registrations in any 12-month period. Any request for a Demand Registration will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Within 10 days after receipt of such request, the Company will give written notice of such registration request to all other Holders of the Registrable Securities and include in such registration all such Registrable Securities with respect to which the Insider Warrants (Company has received written requests for inclusion therein within 20 Business Days after the receipt by the applicable Holder of the Company’s notice. Each such request will also specify the number of shares of Registrable Securities to be registered and the intended method of disposition thereof. Unless the Holder or Ordinary Shares underlying Holders of a majority of the Insider Warrants) and one (1) Registrable Securities to be registered in such Demand Registration with respect shall consent in writing, no other party, including the Company (but excluding another Holder of a Registrable Security), shall be permitted to the Insider Shares offer securities under this Section 2.1.1any such Demand Registration.

Request for Registration. At Subject to the provisions of Section 5 hereof, at any time and from time to time on any Holder or after Holders holding in the Release Date with respect to (i) the Insider Warrants (aggregate 10% or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Shares, the holders of a majority-in-interest more of the (a) Insider Warrants (shares or Ordinary Shares underlying other units of the Insider Warrants) and (b) Insider Shares, Restricted Stock then outstanding may each make a written demand request for registration under the Securities Act of all or part of such Registrable Securities its or their Restricted Stock pursuant to this Section 2 (a “"Demand Registration”"). Any demand for a Demand Registration shall specify , provided that the type and number of such Registrable Securities shares or other units of Restricted Stock proposed to be sold or distributed pursuant to such registration shall be equal to 10% or more of the aggregate number of shares or other units of Restricted Stock then outstanding, but (if fewer than all outstanding shares or other units of Restricted Stock are proposed to be so sold or distributed) in no event less than 5% of the initial aggregate number of shares or other units of Restricted Stock (subject to appropriate adjustment for any stock dividend, stock split, combination, recapitalization, merger, consolidation, reorganization or other occurrence affecting the number of shares or other units of Restricted Stock then outstanding). Such request will specify the aggregate number of shares or other units of Restricted Stock proposed to be sold or distributed and will also specify the intended method(s) method of distribution disposition thereof. The Company will then notify all holders Within 10 business days after receipt of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of the receipt by the holder of such notice from the Company. Upon any such request, the Demanding Company will give written notice of such registration request to all other Holders shall be entitled to have their Registrable Securities included of Restricted Stock and include in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one (1) Demand Registration such registration all Restricted Stock with respect to which the Insider Warrants (Company has received written requests for inclusion therein within 15 business days after the date on which such notice is so given. Each such request will also specify the number of shares or Ordinary Shares underlying other units of Restricted Stock to be registered and the Insider Warrants) and one (1) intended method of disposition thereof. No party other than a Holder shall be permitted to include securities in any Demand Registration with respect unless the Holder or Holders of a majority of the shares or other units of Restricted Stock to the Insider Shares under this Section 2.1.1be included therein shall have consented thereto in writing.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Warrants (or underlying securities) and Working Capital Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesall other Registrable Securities, the holders of a majority-in-interest of the (a) Insider such Private Warrants (or Ordinary Shares underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may each make a written demand for registration under the Securities Act of all or part of such their Private Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen ten (1510) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying securities) and Working Capital Units (or underlying securities) or (ii) three months prior to the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesall other Registrable Securities, the holders of a majority-in-interest of the (a) Insider Warrants such Founder Shares, Private Units (or Ordinary Shares underlying securities), Working Capital Units (or underlying securities) or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may each make a written demand for registration under the Securities Act of all or part of such their Founder Shares, Private Units (or underlying securities), Working Capital Units (or underlying securities) or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after the Release Date expiration of any lock-up to which an Investor’s shares are subject, if any, provided compliance by the Investors with respect Section 3.4, and provided further there is not an effective Resale Shelf Registration Statement available for the resale of all of the Registrable Securities pursuant to Section 2.1 (and subject to the right of holders to effect Underwritten Takedowns under Section 2.1), (i) CPUH Investors who hold a majority of the Insider Warrants (Registrable Securities held by all CPUH Investors or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Shares, the holders of Allurion Investors who hold either a majority-in-interest majority of the (a) Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (b) Insider SharesRegistrable Securities held by all Allurion Investors, may each make a written demand for registration Registration under the Securities Act of all or part any portion of such their Registrable Securities (on Form S-1 or any similar long-form Registration or, if then available, on Form S-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then will, within five (5) Business Days after receiving such demand, notify all Investors that are holders of Registrable Securities of the demand, and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen five (155) calendar days of Business Days after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 2.2.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect effect: (a) more than one (1) 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 respect 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 Insider Warrants obligation to effect Underwritten Takedowns as set forth in Section 2.1); or (or Ordinary Shares underlying the Insider Warrantsc) and one more than two (12) Underwritten Demand Registration with Registrations in respect to the Insider Shares under this Section 2.1.1of all Registrable Securities held by Investors.

Request for Registration. At If, at any time and from time prior to time on or after the Release Date Expiration ------------------------ Date, any 25% Holders request that the Company file a registration statement under the Securities Act, as soon as practicable thereafter the Company shall use its best efforts to file a registration statement with respect to (i) all Warrant Shares that it has been so requested to include and obtain the Insider Warrants (effectiveness thereof, and to take all other action necessary under federal or Ordinary state law or regulation to permit the Warrant Shares underlying that are held and/or that may be acquired upon the Insider Warrants) and (ii) the Insider Shares, the holders of a majority-in-interest exercise of the (a) Insider Warrants (specified in the notices of the Holders or Ordinary Shares underlying the Insider Warrants) and (b) Insider Shares, may each make a written demand for registration under the Securities Act of all or part of such Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such Registrable Securities proposed holders hereof to be sold or otherwise disposed of, and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of shall maintain such holder’s Registrable Securities in the Demand Registration (compliance with each such holder including shares of Registrable Securities in federal and state law and regulation for the period necessary for such registrationHolders or Holders to effect the proposed sale or other disposition; provided, a “Demanding Holder”) shall notify however, the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of the receipt by the holder of such notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included defer such registration for a period of up to 60 days if and to the extent that its Board of Directors shall in good faith determine that such registration would require disclosure of information not otherwise then required to be disclosed and that such disclosure would adversely affect any material business situation, transaction or negotiation then proposed, contemplated or being engaged in by the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1Company. The Company shall also promptly give written notice to the Holders and the holders of any other Warrants and/or the holders of any Warrant Shares who or that have not be obligated made a request to the Company pursuant to the provisions of this Section 6.2(a) of its intention to effect more than one (1) Demand Registration with respect any required registration or qualification, and shall use its best efforts to effect as expeditiously as possible such registration or qualification of all such other Warrant Shares that are then held and/or that may be acquired upon the Insider Warrants (exercise of the Warrants, the Holder or Ordinary Shares underlying holders of which have requested such registration or qualification, within 15 days after such notice has been given by the Insider Warrants) and one (1) Demand Registration with respect Company, as provided in the preceding sentence. The Company shall be required to the Insider Shares under effect a registration or qualification pursuant to this Section 2.1.16.2(a) on one occasion only.

Request for Registration. At any time and from time to time on or after the Release Date with respect to (i) date that the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider SharesCompany consummates a Business Combination, the holders of a majority-in-interest of the Founder Shares, Private Shares, Private Rights (a) Insider or underlying securities), Private Warrants (or Ordinary Shares underlying securities), Working Capital Warrants (or underlying securities), the Insider Warrants) and (b) Insider Representative’s Shares, or other Registrable Securities, as the case may each be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of such their Founder Shares, Private Shares, Private Warrants (or underlying securities), Private Rights (or underlying securities), the Representative’s Shares, Working Capital Warrants (or underlying securities) or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then will, within ten (10) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested Company, in writing, within fifteen three (153) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Representative Shares, Private Warrants (or underlying securities) and Working Capital Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesall other Registrable Securities, the holders of a majority-in-interest of the (a) Insider such Founder Shares, Representative Shares, Private Warrants (or Ordinary Shares underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may each make a written demand for registration under the Securities Act of all or part of such their Founder Shares, Representative Shares, Private Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying securities), Private Warrants (or underlying securities), Working Capital Units (or underlying securities) and Working Capital Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesall other Registrable Securities, the holders of a majority-in-interest of the such Founder Shares, Private Units (a) Insider or underlying securities), Private Warrants (or Ordinary Shares underlying securities), Working Capital Units (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may each make a written demand for registration under the Securities Act of all or part of such their Founder Shares, Private Units (or underlying securities), Private Warrants (or underlying securities), Working Capital Units (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying securities) and Working Capital Loan Units (or underlying securities) or (ii) three months prior to the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesall other Registrable Securities, the holders of a majority-in-interest of the (a) Insider Warrants such Private Units (or Ordinary Shares underlying securities), Working Capital Loan Units (or underlying securities) or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may each make a written demand for registration under the Securities Act of all or part of such their Private Units (or underlying securities), Working Capital Loan Units (or underlying securities) or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen ten (1510) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after the Release Date with respect to date that the Company consummates a Business Combination, (i) the Insider Warrants (Stifel or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Shares, the holders of a majority-in-interest of the (a) Insider Founder Shares, Private Placement Warrants (or Ordinary Shares underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may each make a written demand for registration under the Securities Act of all or part of such their Founder Shares, Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and its transferees), as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of three (13) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Representative Shares or (ii) three months prior to the Release Date with respect to all other Registrable Securities, but prior to the five-year anniversary of the effective date of the IPO Registration Statement (ithe “Effective Date”) with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Placement Warrants) and (ii) the Insider Shares, the holders of a majority-in-interest of the (a) Insider such Founder Shares, Representative Shares, Placement Shares, Placement Warrants (or Ordinary Shares underlying shares of Common Stock), Placement Rights (or underlying shares of Common Stock) or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may each make a written demand for registration Registration under the Securities Act of all or part of such their Founder Shares, Representative Shares, Placement Shares, Placement Warrants (or underlying shares of Common Stock), Placement Rights (or underlying shares of Common Stock) or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationRegistration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Warrants (or underlying securities) and Working Capital Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesall other Registrable Securities, the holders of a majority-in-interest of the (a) Insider such Private Warrants (or Ordinary Shares underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may each make a written demand for registration under the Securities Act of all or part of such their Private Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Placement Warrants (or underlying Ordinary Shares) and Working Capital Warrants (or underlying Ordinary Shares) or (ii) three months prior to the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesall other Registrable Securities, the holders of a majority-in-interest of the (a) Insider each of such Private Placement Warrants (or underlying Ordinary Shares Shares), Working Capital Warrants (or underlying Ordinary Shares) or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, held by the Investors or their affiliates, or the transferees of the Investors, may each make a written demand for registration under the Securities Act of all or part of such their Private Placement Warrants (or underlying Ordinary Shares), Working Capital Warrants (or underlying Ordinary Shares) or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. At As used in this Agreement, "Restricted Stock" shall mean all shares of Common Stock issued upon exercise of the Options, together with any time and from time to time on securities issued or after the Release Date issuable with respect to (i) the Insider Warrants (any such Common Stock by way of stock dividend or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesstock split or in connection with a combination of shares, the holders of a majority-in-interest of the recapitalization, merger, consolidation or other reorganization or otherwise. As to any particular Restricted Stock, once issued such securities shall cease to be Restricted Stock when (a) Insider Warrants (or Ordinary Shares underlying a registration statement with respect to the Insider Warrants) sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (b) Insider Sharessuch securities shall have been sold pursuant to Rule 144 (or any successor provision) under the Securities Act, or (c) such securities shall have been otherwise transferred, new certificates representing such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent disposition of such securities shall not require registration or qualification of such securities under the Securities Act or any similar state law then in force. The Holder and any permitted assignee of the Holder's rights and duties hereunder are referred to herein as the "Holders." Unless the context otherwise requires, any reference herein to a Holder or Holders of Restricted Stock shall be deemed to include reference to a holder of Options, and any reference herein to a number of shares of Restricted Stock, to a majority in number of shares of Restricted Stock or to all or a portion of shares of Restricted Stock of any Holder or Holders shall be deemed to include reference to a number of shares of Restricted Stock issuable upon exercise thereof or to a combination of shares of Restricted Stock issuable and issued upon exercise of Options (provided that the Company shall not be required to file any registration statement covering resales of Options). Subject to the conditions and limitations set forth in Section 5 of this Agreement, the Holder or Holders of Restricted Stock holding in the aggregate at least 500,000 shares of Restricted Stock may each make a written demand request for registration under the Securities Act of all or part of such Registrable Securities its or their Restricted Stock pursuant to this Section 2 (a “"Demand Registration”"), provided that the number of shares of Restricted Stock proposed to be sold shall be at least 500,000 shares (subject to appropriate adjustment for any stock dividend, stock split, combination, recapitalization, merger, consolidation, reorganization or other occurrence affecting the number of shares of Restricted Stock). Any demand for a Demand Registration shall Such request will specify the type and aggregate number of such Registrable Securities shares of Restricted Stock proposed to be sold and will also specify the intended method(s) method of distribution disposition thereof. The Within ten days after receipt of such request, the Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion give written notice of such holder’s Registrable Securities in the Demand Registration (each such holder including shares registration request to all other Holders of Registrable Securities Restricted Stock and include in such registration, a “Demanding Holder”) shall notify registration all Restricted Stock with respect to which the Company of the number and type of Registrable Securities has received written requests for which registration is requested inclusion therein within fifteen (15) calendar business days of after the receipt by the holder applicable Holder of such notice from the Company's notice. Upon Each such request will also specify the aggregate number of shares of Restricted Stock to be registered and the intended method of disposition thereof. No other party, including the Company (but excluding another Holder of Restricted Stock), shall be permitted to offer securities under any such request, Demand Registration unless the Demanding Holder or Holders shall be entitled to have their Registrable Securities included in requesting the Demand Registration, subject to Section 2.1.4 and the provisos set forth Registration shall consent in Section 3.1.1. The Company shall not be obligated to effect more than one (1) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares under this Section 2.1.1writing.

Request for Registration. At any time and from time to time on or after the Release 180th day following the Closing Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Shares, the holders of a majority-in-interest at least 40% of the (a) Insider Warrants (or Ordinary Shares underlying Registrable Securities held by the Insider Warrants) and (b) Insider Shares, Holders may each make a three written demand requests of the Company for registration with the SEC, under and in accordance with the provisions of the Securities Act Act, of all or part (but not less than one million (1,000,000) shares of such Registrable Securities) of their Registrable Securities (a “Demand Registration”) by giving written notice to the Company of such demand (a “Demand Notice”), provided that the Company shall be required to effect only one Demand Registration during any six-month period. Each such Demand Notice will specify the number of Registrable Securities proposed to be sold pursuant to such Demand Registration and will also specify the intended method of disposition thereof. The Company shall give written notice, of any Demand Notice by any Holder, which request complies with this Section 2.1(a), within 5 days after the receipt thereof, to each Holder who did not initially join in such request. Within 10 days after receipt of such notice, any such Holder may request in writing that its Registrable Securities be included in such registration, and the Company shall include in the Demand Registration the Registrable Securities of each such Holder requested to be so included, subject to the provisions of Section 2.1(e). Any demand for a Demand Registration Each such request shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) method of distribution disposition thereof. The Company will then notify all holders Promptly after receipt of Registrable Securities of the demandany Demand Notice, and each holder of Registrable Securities who wishes to include all or a portion but in no event later than 60 days after receipt of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationNotice, a “Demanding Holder”) shall notify the Company of shall file a Registration Statement with the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of SEC with respect to the receipt by the holder of such notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand RegistrationNotice and shall use its reasonable best efforts to have such Registration Statement declared effective as promptly as practicable; provided, subject however, that the Company may postpone the filing of such Registration Statement for a period of up to Section 2.1.4 and 90 days (the provisos set forth in Section 3.1.1“Deferral Period”) if the Board of Directors reasonably determines that (i) such a filing would adversely affect any proposed financing, acquisition, divestiture or other material transaction by the Company or (ii) such a filing would otherwise represent an undue hardship for the Company. The Company shall not be obligated entitled to effect request more than one such deferral (1two in the case of events of the type described in clause (i) Demand Registration above) with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) any Demand Registration with respect within any 365-day period. If the Company does elect to defer any such Demand Registration, the Holders requesting such Demand Registration may, at their election by written notice to the Insider Shares under Company, (i) confirm their request to proceed with such Demand Registration upon the expiration of the Deferral Period or (ii) withdraw their request for such Demand Registration in which case no such request for a Demand Registration shall be deemed to have occurred for purposes of this Section 2.1.1Agreement.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying securities) and Working Capital Units (or underlying securities) or (ii) three months prior to the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesall other Registrable Securities, the holders of a majority-in-interest of the (a) Insider Warrants such Private Units (or Ordinary Shares underlying securities), Working Capital Units (or underlying securities) or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may each make a written demand for registration under the Securities Act of all or part of such their Private Units (or underlying securities), Working Capital Units (or underlying securities) or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen ten (1510) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of three (13) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after the Release Date date hereof, if the Company proposes to file a registration statement under the 1933 Act (other than (i) a registration statement on Form S-4 or S-8 or any successor form that may be adopted by the SEC, (ii) a registration statement filed in connection with an exchange offer or offering of securities or debt solely to the Company’s existing security or debt holders, (iii) a registration statement filed as a “shelf” registration pursuant to Rule 415 under the 1933 Act or (iv) the Existing Registration Statement (an “Exempt Offering”)) with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Shares, the holders an offering of a majority-in-interest securities of the same class as the Registrable Securities for the Company’s own account or for the account of any of its security holders, then the Company shall give written notice of such proposed filing to each Investor as soon as practicable (a) Insider Warrants but in no event less than 20 nor more than 60 days before the anticipated filing date). Such notice shall offer each Investor the opportunity to have all or any of the Registrable Securities held by such Investor included in the Registration Statement proposed to be filed or, at the Company’s option, in a separate Registration Statement to be filed concurrently with such Registration Statement (or Ordinary Shares underlying the Insider Warrants) and (b) Insider Shares“Piggy-Back Registration”). Within 15 days after receiving such notice, each Investor may each make a written demand request to the Company that any or all of the Investor’s Registrable Securities be included in the Piggy-Back Registration, which notice shall specify the number of shares to be so included. Subject to Section 3(b) hereof, the Company shall include in the Piggy-Back Registration (or in a separate Registration Statement filed concurrently therewith) all Registrable Securities with respect to which the Company has received a written request for registration under inclusion therein within 15 days after the Securities Act receipt by such Investor of the Company’s notice. The Company may in its discretion withdraw any Registration Statement filed pursuant to this Section 3(a) subsequent to its filing without liability to any Investor except with respect to expenses. Each Investor shall be permitted to withdraw all or part of such Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holderInvestor’s Registrable Securities requested to be included in a Piggy-Back Registration at any time prior to the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of the receipt by the holder effective date of such notice from the Company. Upon Piggy-Back Registration without any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one (1) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares under this Section 2.1.1liability for any registration expenses.

Request for Registration. At any time Subject to the provisions of subsection 2.2.4 and from time to time on or after the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider SharesSection 2.3 hereof, the holders of a majority-in-interest of the (a) Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (b) Insider Shares, Holder may each make a written demand for registration under the Securities Act Registration of all or part a portion of such its then outstanding Registrable Securities which written demand shall describe the amount of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall notify Upon receipt by the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of the receipt by the holder of any such notice written notification from a Holder to the Company. Upon any such request, the Demanding Holders Holder shall be entitled to have their Registrable Securities its Common Stock or other equity 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 such Holder pursuant to such Demand Registration and, subject to Section 2.1.4 and subsection 2.1.1, with respect to which the provisos set forth Company has received a written request for inclusion in Section 3.1.1the Demand Registration from a Holder no later than fifteen (15) days after the date on which notice was given to Holders of the Demand Registration request. The Company shall use its reasonable best efforts to cause the Registration Statement filed pursuant to this subsection 2.2.1 to be declared effective by the Commission or otherwise become effective under the Securities Act as promptly as practicable after the filing thereof. A Demand Registration shall be effected by way of a Registration Statement on Form S-3 or a registration statement on any other appropriate form that the Company is permitted to use. The Company shall not be required to effect a Demand Registration unless the Demand Registration includes Registrable Securities in an amount not less than the Minimum Amount. Under no circumstances shall the Company be obligated to effect more than one (1) Registration pursuant to a Demand Registration under this subsection 2.2.1 in any 12-month period with respect to the Insider Warrants (any or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares under this Section 2.1.1all Registrable Securities.

Request for Registration. At any time and from time to time on or after the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Shares, the The holders of a majority-in-interest of the (a) Insider Warrants (or Ordinary Private Placement Warrants, the Founder Shares underlying and the Insider Warrants) and (b) Insider Shares, Restricted Shares may each make a written demand for registration under the Securities Act of all or part of such Registrable Securities at any time and from time to time on or after: (i) with respect to the Private Placement Warrants, thirty (30) days after the date that UAC consummates the Business Combination; (ii) with respect to the Founder Shares, the earlier of (A) the earlier of (x) one (1) year after the date UAC consummates the Business Combination and (y) the date on which the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for any 20 trading days within any 30-trading day period commencing one hundred and fifty (150) days after UAC consummates the Business Combination, and (B) the date that the Company consummates a subsequent liquidation, merger stock exchange or other similar transaction which results in all shareholders having the right to exchange their Ordinary Shares for cash, securities or other properties; and (iii) with respect to the Restricted Shares, one (1) year after the date UAC consummates the Business Combination (each a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon Within sixty (60) days upon the receipt of any such request, the Demanding Holders Company shall be entitled use its best efforts to have their such Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.13.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with Registrations in respect of all Registrable Securities (not including short-form requests for registration pursuant to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares under this Section 2.1.12.3).

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Working Capital Units (or underlying Ordinary Shares) or the Insider Warrants (and underlying Ordinary Shares) or (ii) three months prior to the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesall other Registrable Securities, the holders of a majority-in-interest of the such Private Units (a) or underlying Ordinary Shares), Working Capital Units (or underlying Ordinary Shares), Insider Warrants (and underlying Ordinary Shares) or Ordinary Shares underlying other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may each make a written demand for registration under the Securities Act of all or part of such their Private Units (or underlying Ordinary Shares), Working Capital Units (or underlying Ordinary Shares), the Insider Warrants (and underlying Ordinary Shares) or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of three (13) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that is three months prior to the Release Date with respect to (i) the Insider Warrants (Founder Shares or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesdate that the Company consummates a Business Combination with respect to all other Registrable Securities, the holders of a majority-in-interest of the (a) Insider such Founder Shares, Representative Shares, Private Warrants (or Ordinary Shares underlying Common Stock), Working Capital Warrants (or underlying Common Stock) or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may each make a written demand for registration under the Securities Act of all or part of such their Founder Shares, Representative Shares, Private Warrants (or underlying Common Stock), Working Capital Warrants (or underlying Common Stock) or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then will, within ten (10) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities, provided that the Representative only may make one (1) demand for a Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares under this Section 2.1.1, and may only make such demand during the five (5) year period beginning on the date hereof.

Request for Registration. At any time and from time to time on or after the Release Date with respect to (i) date that the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider SharesCompany consummates a Business Combination, the holders of a majority-in-interest of the (a) Insider Founder Shares, Private Shares, Private Warrants (or Ordinary underlying securities), Working Capital Warrants (or underlying securities), Representative’s Shares underlying or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may each make a written demand for registration under the Securities Act of all or part of such their Founder Shares, Private Shares, Private Warrants (or underlying securities), Working Capital Warrants (or underlying securities), Representative’s Shares or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then will, within ten (10) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested Company, in writing, within fifteen three (153) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after the Release Date with respect to (i) date that the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider SharesCompany consummates a Business Combination, the holders of a majority-in-interest of the (a) Insider Warrants such Private Units (or Ordinary Shares underlying Common Shares), Working Capital Units (or underlying Common Shares) or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, held by the Sponsor, officers or directors of the Company or their affiliates, or the transferees of the Sponsor, may each make a written demand for registration under the Securities Act of all or part of such their Private Units (or underlying Common Shares), Working Capital Units (or underlying Common Shares) or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify notify, in writing, all holders of Registrable Securities of the demand within ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s his, her or its Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Requesting Holder”, including the holder(s) making the initial demand, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested Company, in writing, within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, the company shall effect such request, as soon as practicable, but not more than 45 days, subject to Section Sections 2.1.4 and the provisos set forth in Section 3.1.1. The Under no circumstances shall the Company shall not be obligated to effect more than one an aggregate of three (13) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Insider Warrants (or Ordinary Shares underlying Registrable Securities requested by the Insider Warrants) and one (1) Demand Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with respect to the Insider Shares under Section 3.1 of this Section 2.1.1Agreement.

Request for Registration. At any time and from time to time on or after the Release Date with respect to date that is (i) in the Insider case of the Warrant Offering Warrants (or underlying Ordinary Shares underlying Shares), after the Insider Warrants) and Company consummates a Business Combination or (ii) in the Insider case of the Initial Shares, three months prior to the Release Date, the holders of a majorityat least one-in-interest sixth (1/6) of the (a) Insider any of such Warrant Offering Warrants (or underlying Ordinary Shares), Initial Shares underlying or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, may each make a written demand for registration under the Securities Act of all or part of such their Warrant Offering Warrants (or underlying Ordinary Shares), Initial Shares or other Registrable Securities Securities, as the case may be (a “Demand Registration”); provided, however that in the event that EBC purchases Warrant Placement Warrants (the “EBC Warrants”), in no event shall the holders of the EBC warrants (or underlying Ordinary Shares) be permitted to exercise such Demand Registration rights more than five years after the effective date of the registration statement relating to the Company's initial public offering. Any demand for a Demand Registration shall specify the type and number of such Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand within ten (10) days from the date of the receipt of such written demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with Registrations under this Section 2.1.1 in respect of all Registrable Securities. Notwithstanding anything herein to the Insider Warrants contrary, in the event that the Registrable Securities are saleable under Rule 144 without current public information by non-affiliates of the Company (or Ordinary Shares underlying the Insider Warrants) and one (1) “144 Eligible Securities”), a holder of 144 Eligible Securities shall not be permitted to make a Demand Registration with respect to the Insider Shares under this Section 2.1.1; provided, however, that to the extent that any holder of 144 Eligible Securities is subject to the volume limitations set forth under Rule 144, then the holder of such 144 Eligible Securities shall be entitled to exercise its Demand Registration rights under this Section 2.1.1 with respect to any 144 Eligible Securities that were not eligible to be sold under Rule 144 due to volume limitations.

Request for Registration. At any If at such time and from time to time on or after the Release Date with respect to (i) Company has qualified for the Insider Warrants use of Form S-3 (or Ordinary Shares underlying any successor form to Form S-3) promulgated under the Insider Warrants) and Securities Act, FSEP VI (ii) the Insider Shares, the holders of a majority-in-interest on behalf of the FS Stockholders) or Xxxx (aon behalf of the Xxxx Stockholders) Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (b) Insider Shares, may each make a written demand request that the Company file a registration statement on Form S-3 for registration under the Securities Act a public offering of shares of all or part of such its or their Registrable Securities (a an “Demand S-3 Registration”); provided, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2 if (i) the Company effected two registration statements on Form S-3 pursuant to this Section 2.2 during the preceding 12-month period or (ii) such S-3 Registration covers an offering of less than $10,000,000 of Registrable Securities. Any demand for a Demand Registration shall such request will specify the type and number of such shares of Registrable Securities proposed to be sold and will also specify the intended method(s) method of distribution disposition thereof. The Company will then notify shall give written notice of such registration request within ten days after the receipt thereof to all holders of Registrable Securities other Stockholders and Other Registration Rights Holders. If FSEP VI (on behalf of the demandFS Stockholders) or Xxxx (on behalf of the Xxxx Stockholders) requests an S-3 Registration meeting all of the foregoing requirements, each of the other Stockholders (or their Permitted Transferees) and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of the receipt by the holder of such notice from the Company. Upon any such request, the Demanding Other Registration Rights Holders shall be entitled to have their submit to the Company, within 10 days after receipt of notice of such request for an S-3 Registration, a written request to join in such S¬3 Registration, and if such a follow-on request is made, thereupon the other Stockholders or Other Registration Rights Holders who made such a follow-on request shall be entitled to include Registrable Securities included in such S-3 Registration on a pro rata basis, determined based on the Demand Registration, subject to Section 2.1.4 Pro Rata Share then held by the participating Stockholders (including Permitted Transferees) and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one (1) Demand Other Registration with respect Rights Holders up to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect number of Registrable Securities proposed to the Insider Shares under this Section 2.1.1be sold in such S¬3 Registration.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Placement Warrants (or underlying securities) and Working Capital Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Founder Shares, (a) the holders of a majority-in-interest of the (a) Insider such Founder Shares, Working Capital Warrants (or Ordinary Shares underlying securities) or Private Placement Warrants (or underlying securities), as the Insider Warrants) and case may be, held by such Holders or (b) Insider SharesMasTec (as applicable, the “Demanding Holder”) may each make a written demand for registration Registration under the Securities Act of all or part of such Registrable Securities their Founder Shares, Working Capital Warrants (or underlying securities) or Private Placement Warrants (or underlying securities), as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen ten (1510) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of (i) two (2) Demand Registrations under this Section 2.1.1 for Demanding Holders other than MasTec and (ii) one (1) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares under this Section 2.1.12.1.1 for MasTec. Notwithstanding anything to the contrary, EarlyBirdCapital, Inc. and its designees may only make a demand on one occasion and only in the five-year period beginning on the effective date of the registration statement on Form S-1 filed with the Commission in connection with the Company’s initial public offering.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares) or Working Capital Units (or underlying Ordinary Shares) or (ii) three months prior to the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Initial Shares, the holders of a majority-in-interest of the (a) Insider Warrants such Private Units (or underlying Ordinary Shares Shares), Working Capital Units (or underlying Ordinary Shares) or the Insider Warrants) and (b) Insider Initial Shares, as the case may each be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of such Registrable Securities their Private Units (or underlying Ordinary Shares), Working Capital Units (or underlying Ordinary Shares) or the Initial Shares, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including demanding to include shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of three (13) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Founder Shares, Private Placement Warrants and Working Capital Loan Securities (or underlying securities) or (ii) three months prior to the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesall other Registrable Securities, the holders of a majority-in-interest of the (a) Insider such Founder Shares, Private Placement Warrants and Working Capital Loan Securities (or Ordinary Shares underlying securities), or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may each make a written demand for registration under the Securities Act of all or part of such their Founder Shares and Private Placement Warrants or Working Capital Loan Securities (or underlying securities or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of three (13) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider SharesClosing, the holders of a majority-in-interest of Registrable Securities then issued and outstanding held by the (a) Insider Warrants (Investors or Ordinary Shares underlying the Insider Warrants) and (b) Insider Sharestransferees of the Investors, may each make a written demand for registration under the Securities Act of all or part of such their Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company Pubco will then notify notify, in writing, all holders of Registrable Securities of the demand within fifteen (15) calendar days of Pubco’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s his, her or its Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, including the holder(s) making the initial demand, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested Pubco, in writing, within fifteen (15) calendar days of after the receipt by the holder of such the notice from the CompanyPubco. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section Sections 2.1.4 and the provisos set forth in Section 3.1.1. The Company Pubco shall not be obligated to effect more than one an aggregate of three (13) Demand Registrations 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 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 Insider Warrants Registrable Securities pursuant this Section 2.1, or (or Ordinary Shares underlying iii) during any period (not to exceed one hundred eighty (180) calendar days) following the Insider Warrants) and one (1) closing of the completion of an offering of securities by Pubco if such Demand Registration with respect would cause Pubco to breach a “lock-up” or similar provision contained in the Insider Shares under this Section 2.1.1underwriting agreement for such offering.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Warrants (or underlying securities) and Working Capital Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesall other Registrable Securities, the holders of a majority-in-interest of the (a) Insider such Founder Shares, Private Warrants (or Ordinary Shares underlying the Insider Warrants) and (b) Insider securities), Representative Shares, Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may each be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of such their Founder Shares, Private Warrants (or underlying securities), Representative Shares, Working Capital Warrants (or underlying securities) or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying securities) and Working Capital Units (or underlying securities) or (ii) three months prior to the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesall other Registrable Securities, the holders of a majority-in-interest of the (a) Insider Warrants such Founder Shares, Representative Shares, Private Units (or Ordinary Shares underlying securities), Working Capital Units (or underlying securities) or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may each make a written demand for registration under the Securities Act of all or part of such their Founder Shares, Representative Shares, Private Units (or underlying securities), Working Capital Units (or underlying securities) or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then will, within ten (10) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities, provided that the Representative only may make one (1) demand for a Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares under this Section 2.1.1, and may only make such demand during the five (5) year period beginning on the date hereof.

Request for Registration. At any time and from time to time on or after the Release Date with respect to (i) the Insider date that the Company consummates a Business Combination with respect to the Representative Shares, Private Warrants (or Ordinary Shares underlying the Insider Warrantssecurities), and Working Capital Warrants (or underlying securities) and or (ii) three months prior to the Insider Sharesexpiration of the lockup period (as described in the Registration Statement) with respect to all other Registrable Securities, the holders of a majority-in-interest of the (a) Insider such Founder Shares, Representative Shares, Private Warrants (or Ordinary Shares underlying securities), Working Capital Warrants (or underlying securities), or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may each make a written demand for registration under the Securities Act of all or part of such their Founder Shares, Representative Shares, Private Warrants (or underlying securities), Working Capital Warrants (or underlying securities), or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. (a) At any time and from time to time on or after the Release Date with respect to earlier of (i) the Insider Warrants (September 24, 2023 or Ordinary Shares underlying the Insider Warrants) and (ii) six months after the Insider Shareseffective date of the first registration statement for a firm commitment underwritten public offering of the Company’s Common Stock, the holders of Investors holding a majority-in-interest majority of the shares of Registrable Securities (aan “Investor Demand Registration”) Insider Warrants (or Ordinary Shares underlying may request that the Insider Warrants) and (b) Insider Shares, may each make Company effect a written demand for registration under the Securities Act of all or any part of their respective Registrable Securities, subject to the terms and conditions of this Agreement; provided, however, that solely during the time period set forth in clause (ii), (x) General Atlantic (AL), L.P. and its Affiliates (“General Atlantic”) may request that the Company effect a registration under the Securities Act of all or any part of General Atlantic’s Registrable Securities, subject to the terms and conditions of this Agreement (such Registrable Securities (request, a “General Atlantic Demand Registration”, and together with an Investor Demand Registration, a “Demand Registration”)) and (y) the Investors holding a majority of the shares of Registrable Securities (excluding any Registrable Securities held by General Atlantic in the event General Atlantic does not join the request) may request an Investor Demand Registration. Any demand request (a “Registration Request”) for a Demand Registration shall specify (A) the type and approximate number of such shares of Registrable Securities proposed requested to be sold registered and (B) the intended method(smethod of distribution of such shares. Within 20 days of the receipt of the Registration Request, the Company will give written notice (the “Company Notice”) of distribution thereof. The Company will then notify such requested registration to all other holders of Registrable Securities and will use its best efforts to effect as soon as practicable (and in any event within 90 days of the demand, date such request is given) the registration under the Securities Act requested and each holder of Registrable Securities who wishes to will include in such registration all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall notify the Company of the number and type that holders of Registrable Securities for which request the Company to include in such registration is requested by written notice given to the Company within fifteen (15) calendar 20 days after the date of the receipt by the holder of such notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, Company Notice (subject to Section 2.1.4 and the provisos set forth underwriter cut-backs as provided in Section 3.1.1. The Company shall not be obligated to effect more than one (1) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares under this Section 2.1.1Agreement).

Request for Registration. At The Company, upon written demand (a "DEMAND NOTICE") given at any time and from time to time on or after the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider SharesInitial Exercise Date, of the holders of a majority-in-interest 75% of the (a) Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (b) Insider SharesRegistrable Securities, may each make a written demand for registration agrees to register under the Securities Act of (a "DEMAND REGISTRATION") all or part any portion of such the Registrable Securities (a “Securities. The Demand Registration”). Any demand for a Demand Registration Notice shall specify the type and number of such Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of its receipt of the demandDemand Notice, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including that decides to include shares of Registrable Securities in such registration, a “Demanding Holder”"DEMANDING HOLDER") shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to the provisions hereof. The Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 2.1.4 5.2 hereof and either: (i) the provisos set forth Holder has elected to participate in Section 3.1.1the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of the securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The Company shall not be obligated to effect more than an aggregate of one (1) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares under this Section 2.1.15.1.1 in respect of Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Founder Shares, Private Warrants and Working Capital Loan Securities (or underlying securities) or (ii) three months prior to the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesall other Registrable Securities, the holders of a majority-in-interest of the (a) Insider such Founder Shares, Private Warrants and Working Capital Loan Securities (or Ordinary Shares underlying securities), or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may each make a written demand for registration under the Securities Act of all or part of such their Founder Shares and Private Warrants or Working Capital Loan Securities (or underlying securities or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Representative Shares, Private Units (or underlying securities) Working Capital Units (or underlying securities) and Extension Loan Units (or underlying securities) or (ii) three months prior to the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesall other Registrable Securities, the holders of a majority-in-interest of the (a) Insider Warrants such Founder Shares, Representative Shares, Private Units (or Ordinary Shares underlying securities), Working Capital Units (or underlying securities), Extension Loan Units (or underlying securities) or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may each make a written demand for registration under the Securities Act of all or part of such their Founder Shares, Representative Shares, Private Units (or underlying securities), Working Capital Units (or underlying securities) Extension Loan Units (or underlying securities) or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and ), (ii) the Insider SharesShares and (iii) New Sponsor Warrants (or Ordinary Shares underlying the New Sponsor Warrants), the holders of a majority-in-interest of the (a) Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (b) Insider SharesShares and (c) the New Sponsor Warrants (or Ordinary Shares underlying the New Sponsor Warrants), as a class, may each make a written demand for registration under the Securities Act of all or part of such Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of the receipt by the holder of such notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of three (13) Demand Registration Registrations with respect to (a) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants), (b) and one (1) Demand Registration with respect to the Insider Shares or (c) the New Sponsor Warrants (or Ordinary Shares underlying the New Sponsor Warrants), or any combination of (a), (b) or (c), under this Section 2.1.1.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Founder’s Warrants (or underlying securities) and Working Capital Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesall other Registrable Securities, the holders of a majority-in-interest of the (a) Insider such Founder’s Warrants (or Ordinary Shares underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may each make a written demand for registration under the Securities Act of all or part of such their Founder’s Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen ten (1510) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of three (13) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. (a) At any time time, and from time to time time, on or and after the Release Date with respect to date hereof, any of the Holders (ithe "Initiating Holders") may request in a written notice that the Insider Warrants Company file a registration statement under the Securities Act (or Ordinary Shares underlying a similar document pursuant to any other statute then in effect corresponding to the Insider WarrantsSecurities Act) covering the registration of at least the Minimum Amount of Registrable Securities in the manner specified in such notice; provided that, at the time of such request, such Holders shall have a good faith intention to offer and sell pursuant to such registration statement at least the Minimum Amount of Registrable Securities. Following receipt of any notice under this Section 5.3 the Company shall (x) within ten days notify all other Holders of such request in writing and (iiy) the Insider Sharesthereupon will, the holders of a majority-in-interest of the (a) Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (b) Insider Sharesas expeditiously as possible, may each make a written demand use its best efforts to cause to be filed for registration under the Securities Act all Registrable Securities that the Initiating Holders and such other Holders have, within ten days after the Company has given such notice, requested to be registered in accordance with the manner of all or part disposition specified in such notice by the Initiating Holders; provided, however, that, if (i) (A) the Company is in possession of material non-public information, (B) the Board of Directors of the Company determines in good faith that disclosure of such Registrable Securities material non-public information would not be in the best interests of the Company and its stockholders and (C) the Board of Directors of the Company or the Chief Executive Officer or the Chief Financial Officer of the Company determines (based on advice of counsel) that such prohibition is necessary in order to avoid a “Demand Registration”). Any demand requirement to disclose such material non-public information, or (ii) the Company has made a public announcement relating to an acquisition or business combination transaction including the Company and/or one or more of its subsidiaries (A) that is material to the Company and its subsidiaries taken as a whole (and for such purpose no transaction shall be deemed material unless, on a Demand Registration shall specify pro forma basis and after giving effect thereto, consolidated assets or consolidated revenues of the type Company and number its subsidiaries as of such Registrable Securities proposed to the end of or for the most recently completed fiscal year would be sold increased by at least 10%) and (B) the intended method(s) Board of distribution thereof. The Directors of the Company will then notify all holders or the Chief Executive Officer or the Chief Financial Officer of the Company determines in good faith that offers and sales of Registrable Securities prior to the consummation of such transaction (or such earlier date as the Board of Directors or the Chief Executive Officer or the Chief Financial Officer of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities Company shall determine) is not in the Demand Registration best interests of the Company and its stockholders, then the Company shall not be required to file a registration statement until the earlier of (each such holder including shares of Registrable Securities x) the second day after the conditions in such registration, a “Demanding Holder”clause (i) shall notify or (ii) have ceased to exist and (y) the 30th day following receipt by the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of the receipt by the holder of such notice from the Company. Upon any such requestInitiating Holders under this Section 5.3; provided, further, that, (I) notwithstanding anything to the contrary contained herein, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated required to effect cause any such registration statement to be declared effective prior to the date which is three months from the date hereof and (II) the Company shall not be required to file more than one four registration statements in response to requests pursuant to this Section 5.3. Notwithstanding clause (II) of the second proviso to the immediately preceding sentence, after the third month from the date hereof, if (1) a Transaction Notice is received by Ford from the Company pursuant to Section 3.2, (2) Ford rejects the proposal included in such Transaction Notice and (3) within three months of the date of receipt of the Transaction Notice (such three-month period, the "Demand Registration with respect Period"), the Holders do not make a registration request under Section 5.3 (provided that such a registration request shall be deemed to have been made by the Insider Warrants (Holders during the Demand Period if such a registration request was already pending at the time the Company's request was made, including a registration request in which a registration statement has been declared effective but the Registrable Securities thereunder shall not all have been offered or Ordinary Shares underlying fully distributed), then the Insider Warrants) number of registration requests that may be made by the Holders pursuant to Section 5.3 as to which the Company will be required to pay expenses pursuant to Section 5.8 shall be reduced by one; provided that at least one right to make a registration request under Section 5.3 shall always be paid by the Company; and one (1) provided, further, that any further Transaction Notice received from the Company during any Demand Registration with respect Period shall not lead to a reduction of the Insider Shares number of registration requests under this Section 2.1.15.3 that may be made by the Holders and shall not cause another Demand Period to commence whether or not Ford rejects the proposal included by the Company in such Transaction Notice.

Request for Registration. At any time and from time to time on or after the Release Date with respect to (i) date that the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider SharesCompany consummates a Business Combination, the holders of a majority-in-interest of the (a) Insider Warrants such Private Units (or underlying Ordinary Shares Shares), Working Capital Units (or underlying Ordinary Shares) or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may each make a written demand for registration under the Securities Act of all or part of such their Private Units (or underlying Ordinary Shares), Working Capital Units (or underlying Ordinary Shares) or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify notify, in writing, all holders of Registrable Securities of the demand within ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s his, her or its Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, including the holder(s) making the initial demand, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested Company, in writing, within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section Sections 2.1.4 and 3.5 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of three (13) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities; provided such limitation shall not apply to a Demand Registration initiated by the Maxim Investor, which Investor shall be limited to initiating one Demand Registration pursuant to Section 3.5.

Request for Registration. At any time and (a) Upon the occurrence of a Registration Trigger Event, if the Company shall receive from time to time on or after a Holder (or, in the Release Date event there is more than one Holder as a result of the issuance by the Company of the Notes, the Company shall receive written notice from such Holders acting with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Shares, the holders their rights under this Agreement according to a vote of a majority-in-interest of the (aHolders) Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (b) Insider Shares, may each make a written demand for request that the Company effect any registration with respect to any Registrable Securities, the Company shall use its commercially reasonable efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable state securities laws and appropriate compliance with applicable regulations issued under the Securities Act Act) as may be so requested and as would permit or facilitate the sale and distribution of all or part such portion of such Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of as are specified in such Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities request in the Demand Registration (each such holder including shares of Registrable Securities states specified in such registration, a “Demanding Holder”) shall notify request. Notwithstanding the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of the receipt by the holder of such notice from the Company. Upon any such requestforegoing, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated hereunder to effect more than one such registration unless the proposed public offering price of the securities to be included in such registration shall be at least $100,000 (1) Demand Registration with respect before deducting underwriting discounts and commissions). If the registration request pertains to any Registrable Securities not yet outstanding because conversion rights have not been exercised, Company may condition the registration of such securities on an irrevocable undertaking to pay all expenses incident to such registration if such conversion rights are not exercised prior to the Insider Warrants effective date of the registration statement. Subject to the previous paragraph, the Company shall file (i) a registration statement with the Commission pursuant to Rule 415 under the Securities Act on Form S-3 under the Securities Act (or Ordinary in the event that the Company in ineligible to use such form, such other form as the Company is eligible to use under the Securities Act) covering the Registrable Securities so requested to be registered ("Registration Statement"); (ii) such state securities filings as shall have been requested by the Holder; and (iii) any required filings with The Nasdaq Stock Market, Inc. or exchange where the Shares underlying are traded, as soon as practicable, after receipt of the Insider Warrants) request of the Holder. Thereafter the Company shall use its best efforts to have such Registration Statement and one (1) Demand Registration with respect to the Insider Shares under this Section 2.1.1other filings declared effective.

Request for Registration. At any time and (a) If the Company receives from time to time the Requisite Holders on or after the Release Date with respect to date that is six (i6) months after the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesdate of this Agreement, the holders of a majority-in-interest of the (a) Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (b) Insider Shares, may each make a written demand for request that the Company effect the registration under the Securities Act of all or part a portion of the Registrable Securities (subject to the limitations set forth herein) held by the Requisite Holders, the Company shall promptly give Notice of the proposed registration to all Holders. The Company shall thereupon, as soon as practicable, use its best efforts to effect such registration under the Securities Act as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request (the “Additional 3.01 Holders”) as are specified in a written request received by the Company within thirty (30) days after such Notice from the Company is delivered. Notwithstanding the foregoing, if the Company furnishes to the Requisite Holders a certified resolution of the board of managers of the Company stating that in its good faith judgment after due consideration, it would be seriously detrimental (a “Demand RegistrationDisadvantageous Condition”). Any demand ) to the Company for such a Demand Registration shall specify Statement to be maintained effective, or to be filed and become effective in the type near future, and number that is it is therefore essential to defer the filing of such Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demandregistration statement, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of the receipt by the holder of such notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or, in the Demand Registrationevent no Registration Statement has yet been filed, shall be entitled to defer such filing subject to Section 2.1.4 the limitation set forth below. Upon receipt of any certification of a Disadvantageous Condition, such Requisite Holders shall, if applicable, forthwith discontinue use of the prospectus contained in such Registration Statement. Neither the filing nor the effectiveness of any such Registration Statement may be delayed for a period in excess of ninety (90) days after receipt of the request of the Requisite Holders, and the provisos set forth Company may exercise its delay rights on only one occasion in Section 3.1.1. The Company shall not be obligated to effect more than one (1) Demand Registration connection with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares any registration request under this Section 2.1.13.01(a) or in any twelve-month period. If requested by Requisite Holders, the Company shall, if any Registration Statement shall have been withdrawn, at such time as it is possible or, if later, at the end of the 90-day period following such withdrawal, file a new Registration Statement covering the Registrable Securities that were covered by such withdrawn registration and maintain the effectiveness thereof for such time as is required under this Agreement.

Request for Registration. At any time and from time to time Commencing on or after the Release Date with respect to date which is sixteen (i16) months after the Insider Warrants (or Ordinary Shares underlying consummation date of the Insider Warrants) and (ii) the Insider SharesInitial Public Offering, the holders of a majority-in-interest of Cambay Holders and the (a) Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (b) Insider Shares, GIP Holders may each make one written request (to be executed by Holders owning a written demand majority of the Registrable Securities of the Cambay Holders or GIP Holders, as the case may be) for registration under the Securities Act of all or part of such its or their Registrable Securities (a “Major Holder Demand Registration”); provided, however, that the right to request a Major Holder Demand Registration shall lapse as to such group of Holders if the Cambay Holders or the GIP Holders, as the case may be, cease to own Registrable Securities in an amount in excess of 7.5% of the Common Stock of the Company, calculated in accordance with the methodology for calculating the percentage ownership of a Person for purposes of the Ownership Limit pursuant to Article VI of the Company’s Articles of Incorporation. In addition, in the event that the Company fails to file, or if filed fails to maintain the effectiveness of, a Shelf Registration Statement, Holders of Registrable Securities may make a written request for registration under the Securities Act of all or part of its or their Registrable Securities (a “Default Demand Registration,” and together with a Major Holder Demand Registration, a “Demand Registration”). Any demand for ; provided, that if and so long as a Shelf Registration Statement is on file and effective, then the Company shall have no obligation to effect a Default Demand Registration shall specify Registration; and provided, further, that the type and number of such shares of Registrable Securities proposed to be sold and by the intended method(s) Holders making such written request for a Default Demand Registration shall have a Market Value of distribution thereof. The Company will then notify all holders of Registrable Securities of at least $10 million on the demand, and each holder of Registrable Securities who wishes to include all or a portion date of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of the receipt by the holder of such notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1demand. The Company shall not be obligated to effect more than one (1) Demand Registration in any twelve-month period. Subject to the foregoing, the number of Default Demand Registrations which may be made pursuant to this Section 2.2 shall be unlimited. Any request for a Demand Registration will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Within ten (10) days after receipt of such request, the Company will give written notice of such registration request to all other Holders of the Registrable Securities and include in such registration all such Registrable Securities with respect to which the Insider Warrants Company has received written requests for inclusion therein within twenty (20) Business Days after the receipt by the applicable Holder of the Company’s notice. Each such request will also specify the number of shares of Registrable Securities to be registered and the intended method of disposition thereof. Unless the Holder or Ordinary Shares underlying Holders of a majority of the Insider Warrants) and one (1) Registrable Securities to be registered in such Demand Registration with respect shall consent in writing, no other party, including the Company (but excluding another Holder of a Registrable Security), shall be permitted to the Insider Shares offer securities under this Section 2.1.1any such Demand Registration.

Request for Registration. At any time and from time to time on or after the Release Date with respect expiration of a lock-up to which such shares are subject, if any, (i) Company Investors who hold a majority in interest of the Insider Warrants (Registrable Securities held by all Company Investors or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Shares, the holders of a majority-in-interest Pardes Investors who hold at least thirty percent (30%) of the (a) Insider Warrants (or Ordinary Shares underlying Registrable Securities held by all Pardes Investors, as the Insider Warrants) and (b) Insider Sharescase may be, may each make a written demand for registration Registration under the Securities Act of all or part any portion of such their Registrable Securities (on Form S-1 or any similar long-form Registration or, if then available, on Form S-3. Each Registration requested pursuant to this Section 2.2.1 is referred to herein as a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all Investors that are holders of Registrable Securities of the demand, and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationRegistration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the such holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 2.2.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect effect: (A) more than one (1) Demand Registration with respect to the Insider Warrants during any six (or Ordinary Shares underlying the Insider Warrants6)-month period; (B) and one (1) any Demand Registration at any time there is an effective Resale Shelf Registration Statement on file with the Commission pursuant to Section 2.1; (C) more than two (2) Underwritten Demand Registrations in respect to of all Registrable Securities held by the Insider Shares Company Investors, each of which will also count as an Underwritten Takedown of the Company Investors under this Section 2.1.12.1.5(c)(ii); or (D) more than two (2) Underwritten Demand Registrations in respect of all Registrable Securities held by Pardes Investors, each of which will also count as an Underwritten Takedown of Pardes Investors under Section 2.1.5(c)(iii).

Request for Registration. At any time and from time to time on or after (i) the date that is three months prior to the Release Date with respect to (i) the Insider Warrants (Founder Shares or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesdate that the Company consummates a Business Combination with respect to all other Registrable Securities, the holders of a majority-in-interest of the (a) Insider such Founder Shares, Private Warrants (or Ordinary underlying securities), Working Capital Warrants (or underlying Common Stock). EBC Founder Shares underlying or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, held by the Investors, officers or directors of the Company or their affiliates or EarlyBird, or the transferees of the Investors, may each make a written demand for registration under the Securities Act of all or part of such their Founder Shares, Private Warrants (or underlying securities), Working Capital Warrants (or underlying Common Stock), EBC Founder Shares or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then will, within ten (10) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.1 in respect of all Registrable Securities. Notwithstanding anything to the contrary in this Section 2.1.1, EarlyBird will be entitled to request a Demand Registration on only one occasion, and only during the five-year period beginning on the effective date of the registration statement for the Company’s initial public offering.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Warrants (or underlying securities) and Working Capital Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesall other Registrable Securities, the holders of a majority-in-interest of the (a) Insider such Founder Shares, Private Warrants (or Ordinary Shares underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may each make a written demand for registration under the Securities Act of all or part of such their Founder Shares, Private Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after the Release Date with respect to date that is thirty (i30) days after the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider SharesCompany consummates an Initial Business Combination, the holders of a majority-in-interest of any class of Registrable Securities, held by the (a) Insider Warrants (Investors or Ordinary Shares underlying the Insider Warrants) and (b) Insider SharesPermitted Transferees of the Investors, may each make a written demand for registration under the Securities Act of all or part of each such class of Registrable Securities held by such holders; provided that the estimated market value of Registrable Securities of all classes to be so registered thereunder is at least $500,000 in the aggregate; and provided further that any Registration Statement for Unreleased Registrable Securities may not become effective until after such Registrable Securities (have become Released Registrable Securities. Any such requested registration shall be referred to as a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Within five (5) Business Days following receipt of any request for a Demand Registration, the Company will then notify in writing all holders of Registrable Securities of the class or classes to be registered of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company in writing; provided that such notice shall be received by the Company within ten (10) Business Days of the number Company’s having sent the applicable notice to such holder or holders. All such requests shall specify the class and type aggregate amount of Registrable Securities for which to be registered and the intended method of distribution. The Company may include in such registration is requested within fifteen (15) calendar days additional securities of the receipt by class or classes of the holder of such notice from Registrable Securities to be registered thereunder, including securities to be sold for the Company’s own account or the account of Persons who are not holders of Registrable Securities. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one (1) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares under this Section 2.1.1.to

Request for Registration. At any time and from time to time on or after one month after the Release Date Company has filed its first annual report on Form 20-F with respect to the Commission after the Closing (i) as defined under the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider SharesMerger Agreement), the holders of a majority-in-interest holding 50% or more of the (a) Insider Warrants (outstanding PIPE Registrable Securities, held by the PIPE Investors, or Ordinary Shares underlying the Insider Warrants) and (b) Insider Sharestransferees of the PIPE Investors, may each make a written demand for registration under the Securities Act of all or part of such their PIPE Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of PIPE Registrable Securities proposed to be sold and the intended method(s) of distribution thereof, to the extent then known. The Company will then notify all holders of PIPE Registrable Securities of the demand, and each holder of PIPE Registrable Securities who wishes to include all or a portion of such holder’s PIPE Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationRegistration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their PIPE Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one (1) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares under this Section 2.1.12.1.1 in respect of all PIPE Registrable Securities. The Company shall not be obligated to Register or qualify PIPE Registrable Securities pursuant to this Section 2.1 if the PIPE Investors may request a Registration on Form X-0, X-0, or any similar short-form registration pursuant to applicable PIPE Registration Rights Agreement.

Request for Registration. At Holder agrees to execute on an expedited basis any time and from time to time on or lockup agreements reasonably requested by the managing underwriter for the Initial Public Offering; provided, however, that the lockup period shall not exceed 180 days after the Release Date consummation of the Initial Public Offering. Without limiting the generality of the foregoing, Holder agrees, for the benefit of the Company and the underwriters for the Initial Public Offering, that no Holder or any affiliate or family member thereof will directly or indirectly sell, transfer or otherwise dispose of any shares of Restricted Stock (as defined below) prior to the expiration of 180 days after the consummation of the Initial Public Offering (such expiration date shall be referred to herein as the "Lockup Expiration Date"). As used in this Agreement, "Restricted Stock" shall mean all shares of Common Stock issued to Holder pursuant to the Contribution and Exchange Agreement and owned by any Holder after the Initial Public Offering, together with any securities issued or issuable with respect to (i) the Insider Warrants (any such Common Stock by way of stock dividend or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesstock split or in connection with a combination of shares, the holders recapitalization, merger, consolidation or other reorganization, or otherwise. As to any particular shares of a majority-in-interest of the Restricted Stock, such securities shall cease to be Restricted Stock when (a) Insider Warrants (or Ordinary Shares underlying a registration statement with respect to the Insider Warrants) sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (b) Insider Sharessuch securities may be distributed to the public pursuant to Rule 144 (or any successor provision) under the Securities Act (even though not actually sold pursuant thereto), (c) such securities shall have been otherwise transferred, new certificates representing such securities not bearing a legend restricting transfer shall have been delivered by the Company and subsequent disposition of such securities (without any volume limitations) shall not require registration or qualification of such securities under the Securities Act or any similar state law then in force, (d) such securities shall have ceased to be outstanding, or (e) the Holder or Holders thereof shall agree in writing to terminate this Agreement (each Holder and any permitted assignee of such Holder's rights and duties hereunder are referred to herein as the "Holders" or individually as a "Holder"). Subject to the conditions and limitations set forth in Section 4 of this Agreement, at any time after the Lockup Expiration Date, one or more Holders may each make a written demand request for registration under the Securities Act of all or part of such Registrable Securities its or their Restricted Stock pursuant to this Section 1 (a “"Demand Registration”"), provided that the Minimum Number (as hereinafter defined) of shares of Restricted Stock shall be registered in such offering. Any demand The term "Minimum Number" shall mean the lesser of (i) 50% of the initial number of shares of Restricted Stock issued pursuant to the Contribution and Exchange Agreement (as adjusted for any stock splits, stock combinations, stock dividends or recapitalizations that are effected after the Initial Public Offering) or (ii) 100% of the number of shares of Restricted Stock then beneficially owned by all of the Holders in the aggregate. The Holder making such a request for a Demand Registration shall is sometimes herein referred to as the "Designating Holder." Such request will specify the type and aggregate number of such Registrable Securities shares of Restricted Stock proposed to be sold and will also specify the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of the receipt by the holder of such notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one (1) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares under this Section 2.1.1.method of

Request for Registration. At any time and from time to time on or after the Release Date latter of: (i) with respect to Series A Preferred Shares — six months shall have elapsed from the effective date of the Initial Public Offering; (i) with respect to Preferred B Shares, the Insider Warrants date that is three (3) years from the closing of the Series B Share Purchase Agreement or Ordinary Shares underlying six months shall have elapsed from the Insider Warrants) and effective date of the Initial Public Offering; (ii) the Insider with respect to Preferred C Shares, the date that is three (3) years from the first closing of the Series C Share Purchase Agreement or six months shall have elapsed from the effective date of the Initial Public Offering; (iii) with respect to Preferred D Shares, the date that is three (3) years from the First Closing Date as defined in the Series D Share Purchase Agreement or six months shall have elapsed from the effective date of the Initial Public Offering; (iv) with respect to Preferred E Shares, the date that is three (3) years from the First Closing Date as defined in the Series E Share Purchase Agreement or six months shall have elapsed from the effective date of the Initial Public Offering; the holders of a majority-in-interest of the (a) Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (b) Insider Shares, may each make a written demand for registration under the Securities Act of all or part of such Preferred Registrable Securities (a the “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding HolderInitiating Holders”) shall notify have the Company of right to make several separate written demands (but the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of the receipt by the holder of such notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one two (12) demands), that the Company file a registration statement under the Securities Act covering the public sale of all or part of the Registrable Securities owned by such Initiating Holders (a “Demand”), provided, however, that any such Demand Registration must include the registration of Registrable Securities with respect to an aggregate offering price of at least US$5,000,000. Upon the Insider Warrants (or Ordinary Shares underlying occurrence of such Demand, the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares under this Section 2.1.1.Company will:

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying securities) and Working Capital Units (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Shares, the holders of a majority-in-interest of the (a) Insider Warrants such Private Units (or Ordinary Shares underlying securities), Working Capital Units (or underlying securities) or other Registrable Securities, as the Insider Warrantscase may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, or (ii) and Cantor Xxxxxxxxxx & Co. or its designees (b) Insider Shares“Cantor”), may each make a written demand for registration under the Securities Act of all or part of such their Private Units (or underlying securities), Working Capital Units (or underlying securities) or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three (3) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities including the one (1) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares under this Section 2.1.1on behalf of Cantor.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Founders’ Units (or underlying securities) and Working Capital Units (or underlying securities) or (ii) three months prior to the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesall other Registrable Securities, the holders of a majority-in-interest of the (a) Insider Warrants such Founders’ Units (or Ordinary Shares underlying securities), Working Capital Units (or underlying securities) or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, held by the Investor, officers or directors of the Company or their affiliates, or the transferees of the Investor, may each make a written demand for registration under the Securities Act of all or part of such their Founders’ Units (or underlying securities), Working Capital Units (or underlying securities) or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen ten (1510) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Representative Shares, Private Units (or underlying securities) and Working Capital Units (or underlying securities) or (ii) three months prior to the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesall other Registrable Securities, the holders of a majority-in-interest of the (a) Insider Warrants such Founder Shares, Representative Shares, Private Units (or Ordinary Shares underlying the Insider Warrantssecurities) and Working Capital Units (bor underlying securities) Insider Sharesor other Registrable Securities, as the case may each be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of such their Founder Shares, Representative Shares, Private Units (or underlying securities) and Working Capital Units (or underlying securities) or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and or from time to time on or after the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharestime, the holders of a majority-in-interest of Investor (and/or its Permitted Transferees) then owning, individually or in the (a) Insider Warrants (or Ordinary Shares underlying aggregate, at least the Insider Warrants) and (b) Insider Shares, Requisite Share Number may each make a written demand request for registration under the Securities Act of all or part of such its or their Registrable Securities (a “an “ Investor Demand Registration”); provided that the Holder or Holders making the request are together requesting that at least the Requisite Share Number of their shares be registered; provided further that the Company shall not be obligated to effect more than three (3) Demand Registrations, collectively, for the Investor and/or its Permitted Transferees. Any demand for a Demand Registration shall specify At any time on or after the type and number of such Registrable Securities proposed to be sold and date which is 180 days following the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities closing of the demandQualified IPO, Xxxxx X. Xxxxxxxxxxx (and/or his Permitted Transferees) then owning, individually or in the aggregate, at least the Requisite Share Number (and each holder for this purpose, shares held by the other Existing Stockholders may be included if such Existing Stockholders elect to join in the request) may make a written request for registration under the Securities Act of Registrable Securities who wishes to include all or a portion part of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of the receipt by the holder of such notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have his or their Registrable Securities included (an “ES Demand Registration”); provided that Xxxxx X. Xxxxxxxxxxx (and/or his Permitted Transferees) and the other Existing Stockholders joining in the Demand Registration, subject to Section 2.1.4 and request are together requesting that at least the provisos set forth in Section 3.1.1. The Requisite Share Number of their shares be registered; provided further that the Company shall not be obligated to effect more than one (1) Demand Registration, in the aggregate, for the Existing Stockholders and/or their Permitted Transferees. Any such request will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. The Company shall give written notice of such registration request within ten days after the receipt thereof to all other Holders and Other Registration with respect Rights Holders. If one or more of the Existing Stockholders requests an ES Demand Registration meeting all of the foregoing requirements (the “Initial Request”), the Investor (or its Permitted Transferees), any Existing Stockholder (or its Permitted Transferees) who did not join in the Initial Request, and any Other Registration Rights Holder shall be entitled to submit to the Insider Warrants Company, within ten (10) days after receipt of notice of the Initial Request, a written request (the “Follow-on Request”) to join in such ES Demand Registration, and thereupon Investor, each Existing Stockholder who made the Initial Request or a Follow-on Request, and each Other Registration Rights Holder who made a Follow-on Request shall be entitled to include Registrable Securities in such Demand Registration on a pro rata basis, determined based on the Pro Rata Share then held by the Investor and the Existing Stockholders (in each case including any Permitted Transferees) and the Other Registration Rights Holders up to the number of Registrable Securities proposed to be sold in such ES Demand Registration; provided, that any such ES Demand Registration initiated by one or more of the Existing Stockholders shall be treated as the Existing Stockholders’ one (1) permitted Demand Registration and not as one of the Investor’s three (3) permitted Demand Registrations. If the Investor requests an Investor Demand Registration meeting all of the foregoing requirements, each of the Existing Stockholders (or Ordinary Shares underlying the Insider Warrantstheir Permitted Transferees) and each of the Other Registration Rights Holders shall be entitled to submit to the Company, within ten (10) days after receipt of notice of the Investor’s request for an Investor Demand Registration, a written request to join in such Investor Demand Registration, and if such a follow-on request is made, thereupon the Existing Stockholders or Other Registration Rights Holders who made such a follow-on request shall be entitled to include Registrable Securities in such Investor Demand Registration on a pro rata basis, determined based on the Pro Rata Share then held by the Investor and the Existing Stockholders (in each case including Permitted Transferees) and the Other Registration Rights Holders up to the number of Registrable Securities proposed to be sold in such Investor Demand Registration; provided, that each such Investor Demand Registration shall count as one of the Investor’s three (3) Demand Registrations and not as the one (1) Demand Registration with respect to which the Insider Shares under this Section 2.1.1Existing Stockholders are, collectively, entitled. The Company shall not have any right to participate in a Demand Registration.

Request for Registration. At any time and from time to time on or after the Release Date with respect Company has completed an initial public offering of common stock and warrants (the "IPO") and shall no longer be restricted from commencing a second registration pursuant to applicable law, one or more Stockholders holding in the aggregate at least 7% of the shares of outstanding Common Stock (each an "Initiating Holder") may request in writing that the Company effect pursuant to this Section 6 the registration of any of such Initiating Holders' Stockholder Shares under the Securities Act (a "Demand Registration"). The Initiating Holder's request shall specify the Stockholder Shares requested to be registered, the proposed amounts thereof, and the intended method of disposition by such Initiating Holders. Upon receipt of the initiating Holder's written request, the Company shall promptly give written notice of such requested registration to all Stockholders, and thereupon the Company will, as expeditiously as reasonably possible, use its best efforts to effect the registration of: (i) the Insider Warrants (or Ordinary Stockholder Shares underlying which the Insider Warrants) Company has been so requested to register by the Initiating Holder, for disposition in accordance with the intended method of disposition stated in such request, and (ii) the Insider Sharesall other Stockholder Shares owned by Stockholders, the holders of a majority-in-interest of the (a) Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (b) Insider Shares, may each make which shall have made a written demand request to the Company for registration under the Securities Act of all or part of such Registrable Securities thereof (a “Demand Registration”). Any demand for a Demand Registration which request shall specify the type and number of such Registrable Securities proposed Stockholder Shares requested to be sold registered, the proposed amounts thereof and the intended method(smethod of disposition by such Stockholder) of distribution thereof. The Company will then notify all holders of Registrable Securities of within thirty (30) days after the demand, and each holder of Registrable Securities who wishes to include all or a portion receipt of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of the receipt by the holder of such written notice from the Company. Upon any such request, all to the Demanding Holders shall extent requisite to permit the disposition by the holders of the securities constituting Stockholder Shares so to be entitled to have their Registrable Securities included in registered, provided that the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated required to effect more than one (1) Demand Registration any registration pursuant to this Section 6 if it is a registration with respect to which the Insider Warrants (or Ordinary Shares underlying Company is not required to pay expenses pursuant to Section 6(b)(i) unless the Insider Warrants) and one (1) Demand Registration with respect Company shall have received assurances satisfactory to it that the Insider Shares under this Section 2.1.1Initiating Holder will bear the expenses of registration.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares) or Working Capital Units (or underlying Ordinary Shares) or (ii) three months prior to the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesall other Registrable Securities, the holders of a majority-in-interest of the (a) Insider Warrants such Private Units (or underlying Ordinary Shares Shares), Working Capital Units (or underlying Ordinary Shares) or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may each make a written demand for registration under the Securities Act of all or part of such their Private Units (or underlying Ordinary Shares), Working Capital Units (or underlying Ordinary Shares) or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of three (13) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and or from time to time on or after the Release Date with respect to date that is 180 days after the date hereof (or such earlier date (i) as would permit the Insider Warrants (Company to cause any filings required hereunder to be filed on the 180th day after the date hereof or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Shares, the holders of a majority-in-interest as is permitted by waiver of the (a) Insider Warrants (lock up provisions of the Underwriting Agreement), FSEP VI, on behalf of the FS Entities then owning, individually or Ordinary Shares underlying in the Insider Warrants) and (b) Insider Sharesaggregate, at least the Requisite Share Number, may each make a written demand request to the Company for registration under the Securities Act of all or part of such its or their Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify ; provided, however, that FSEP VI must request that at least the type and number Requisite Share Number of such Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities shares of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities FS Entities be registered in such registration, a “Demanding Holder”) shall notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of the receipt by the holder of such notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration; and provided, subject to Section 2.1.4 and further, that the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one three (13) Demand Registration with respect to Registrations requested by FSEP VI on behalf of the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) FS Entities. Only FSEP VI may initiate a Demand Registration with respect to on behalf of the Insider Shares FS Entities under this Section 2.1.12.1(a) and all actions to be taken in connection with such a Demand Registration shall be determined by FSEP VI in its sole discretion. Any request for a Demand Registration permitted hereunder shall specify the number of shares of Registrable Securities proposed to be sold by the requesting party or parties and will also specify the intended method of disposition thereof. The Company shall give written notice of such request for Demand Registration within ten (10) days after the receipt thereof to all Stockholders (and their Permitted Transferees) other than those who initiated such request. If FSEP VI requests a Demand Registration meeting all of the foregoing requirements, each other Stockholder (and its Permitted Transferees) and each of the Other Registration Rights Holders shall be entitled to submit to the Company, within ten (10) days after receipt of the Company’s notice regarding the request for a Demand Registration, a written request to join in such Demand Registration, and if such a follow-on request is made, thereupon such other Stockholders (and their Permitted Transferees) or Other Registration Rights Holders who made such a follow-on request shall be entitled to include their Registrable Securities in such Demand Registration on a pro rata basis, determined based on the Pro Rata Share then held by the FS Entities (including Permitted Transferees thereof), the Other Stockholders (including Permitted Transferees thereof) and the Other Registration Rights Holders up to the number of Registrable Securities proposed to be sold in such Demand Registration, in each case subject to Section 2.3. The Company shall not have any right to sell securities for its own account in a Demand Registration.

Request for Registration. At any time and from time to time on or after the Release Date with respect expiration of a lock-up to which such shares are subject, if any, (i) ROCH Investors who hold a majority in interest of the Insider Warrants (Registrable Securities held by all ROCH Investors or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Shares, the holders of Company Investors who hold a majority-in-majority in interest of the (a) Insider Warrants (or Ordinary Shares underlying Registrable Securities held by all Company Investors, as the Insider Warrants) and (b) Insider Sharescase may be, may each make a written demand for registration Registration under the Securities Act of all or part any portion of such their Registrable Securities (on Form S-1 or any similar long-form Registration or, if then available, on Form S-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company ParentCo will then notify all Investors that are holders of Registrable Securities of the demand, and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested ParentCo within fifteen (15) calendar days of after the receipt by the holder of such the notice from the CompanyParentCo. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 2.2.4 and the provisos set forth in Section 3.1.1. The Company ParentCo shall not be obligated to effect effect: (a) more than one (1) Demand Registration with respect to the Insider Warrants during any six-month period; (or Ordinary Shares underlying the Insider Warrantsb) and one (1) any Demand Registration at any time there is an effective Resale Shelf Registration Statement on file with the Commission pursuant to Section 2.1; (c) more than two Underwritten Demand Registrations in respect to of all Registrable Securities held by the Insider Shares ROCH Investors, each of which will also count as an Underwritten Takedown of the ROCH Investors under this Section 2.1.12.1.5(c)(ii); or (d) more than two Underwritten Demand Registrations in respect of all Registrable Securities held by the Company Investors, each of which will also count as an Underwritten Takedown of the Company Investors under Section 2.1.5(c)(iii).

Request for Registration. At any time and from time to time on or after (i) the date that is three months prior to the Release Date with respect to (i) the Insider Warrants (Founder Shares or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesdate that the Company consummates a Business Combination with respect to all other Registrable Securities, the holders of a majority-in-interest of the (a) Insider such Founder Shares, Representative Shares, Private Warrants (or underlying Ordinary Shares Shares), Working Capital Warrants (or underlying Ordinary Shares) or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may each make a written demand for registration under the Securities Act of all or part of such their Founder Shares, Representative Shares, Private Warrants (or underlying Ordinary Shares), Working Capital Warrants (or underlying Ordinary Shares) or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then will, within ten (10) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after the Release Date with respect to (i) date that the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider SharesCompany consummates a Business Combination, the holders of a majority-in-interest of the Founder Shares, Private Shares, Private Rights (a) Insider or underlying securities), Private Warrants (or Ordinary Shares underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may each make a written demand for registration under the Securities Act of all or part of such their Founder Shares, Private Shares, Private Warrants (or underlying securities), Private Rights (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then will, within ten (10) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested Company, in writing, within fifteen three (153) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock), Private Commission Units (or underlying shares of Common Stock) and Working Capital Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesall other Registrable Securities, the holders of a majority-in-interest of the (a) Insider Warrants such Private Units (or Ordinary Shares underlying shares of Common Stock), Private Commission Units (or underlying shares of Common Stock), Working Capital Units (or underlying shares of Common Stock) or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may each make a written demand for registration under the Securities Act of all or part of such their Private Units (or underlying shares of Common Stock), Private Commission Units (or underlying shares of Common Stock), Working Capital Units (or underlying shares of Common Stock) or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after one month after the Release Date Company has filed its first annual report on Form 20-F with respect to the Commission after the Closing (i) as defined under the Insider Warrants (Merger Agreement), the holders holding 50% or Ordinary more of the outstanding Common Shares underlying the Insider WarrantsPIPE Registrable Securities (which shall not include Common Shares purchasable pursuant to any Warrant unless and until such Warrant is duly exercised) and (ii) held by the Insider SharesPIPE Investors, or the holders of a majority-in-interest transferees of the (a) Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (b) Insider SharesPIPE Investors, may each make a written demand for registration under the Securities Act of all or part of such their PIPE Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of PIPE Registrable Securities proposed to be sold and the intended method(s) of distribution thereof, to the extent then known. The Company will then notify all holders of PIPE Registrable Securities of the demand, and each holder of PIPE Registrable Securities who wishes to include all or a portion of such holder’s PIPE Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationRegistration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their PIPE Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one (1) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares under this Section 2.1.12.1.1 in respect of all PIPE Registrable Securities. The Company shall not be obligated to Register or qualify PIPE Registrable Securities pursuant to this Section 2.1 if the PIPE Investors may request a Registration on Form X-0, X-0, or any similar short-form registration pursuant to applicable PIPE Registration Rights Agreement.

Request for Registration. At Subject to Section 2.4, at any time and from time to time on or after the Release Date with respect to Closing, either (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Shares, the holders of Investors holding a majority-in-interest of the (a) Insider Warrants (or Ordinary Shares underlying the Insider Warrants) Registrable Securities then issued and outstanding and (bii) Insider SharesFounder Holders holding a majority-in-interest of the Founder Securities that are 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 investors and not the voting rights of those Registrable Securities,), may each make a written demand for registration under the Securities Act of all or part of such their Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company Within thirty (30) days following receipt of any request for a Demand Registration, Pubco will then notify all holders of other Investors holding Registrable Securities of the demand, and each holder of Investor holding Registrable Securities who wishes to include all or a portion of such holderInvestor’s Registrable Securities in the Demand Registration (each such holder Investor including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested Pubco within fifteen (15) calendar days of after the receipt by the holder Investor of such the notice from the CompanyPubco. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company Pubco shall not be obligated to effect more than one an aggregate of four (14) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities. For the avoidance of doubt, each of (a) the holders of a majority-in-interest of the Registrable Securities held by the Investors, and (b) the Founder Holders, are permitted to exercise two Demand Registrations pursuant to this Section 2.1.1 with respect to their respective 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 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 Insider Warrants Registrable Securities pursuant this Section 2.1, or (or Ordinary Shares underlying iii) during any period (not to exceed one hundred eighty (180) days) following the Insider Warrants) and one (1) closing of the completion of an offering of securities by Pubco if such Demand Registration with respect would cause Pubco to breach a “lock-up” or similar provision contained in the Insider Shares under this Section 2.1.1underwriting agreement for such offering.

Request for Registration. At any time and from time to time on or after the Release Date with respect expiration of a lock-up to which such shares are subject, if any, (i) Company Investors who hold a majority in interest of the Insider Warrants (Registrable Securities held by all Company Investors or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Shares, the holders of Clarus Investors who hold at least a majority-in-interest majority of the (a) Insider Warrants (or Ordinary Shares underlying Registrable Securities held by all Clarus Investors, as the Insider Warrants) and (b) Insider Sharescase may be, may each make a written demand for registration Registration under the Securities Act of all or part any portion of such their Registrable Securities (on Form S-1 or any similar long-form Registration or, if then available, on Form S-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all Investors that are holders of Registrable Securities of the demand, and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 2.2.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect effect: (a) more than one (1) Demand Registration with respect to the Insider Warrants during any six-month period; (or Ordinary Shares underlying the Insider Warrantsb) and one (1) any Demand Registration at any time there is an effective Resale Shelf Registration Statement on file with the Commission pursuant to Section 2.1; (c) more than 2 Underwritten Demand Registrations in respect to of all Registrable Securities held by the Insider Shares Company Investors, each of which will also count as an Underwritten Takedown of the Company Investors under this Section 2.1.12.1.5(c)(ii); or (d) more than 2 Underwritten Demand Registrations in respect of all Registrable Securities held by Clarus Investors, each of which will also count as an Underwritten Takedown of Clarus Investors under Section 2.1.5(c)(iii).

Request for Registration. At any time and from time to time on or after the Release Date with respect to date that is (i) in the Insider case of the Placement Warrants (or underlying Ordinary Shares underlying Shares), after the Insider Warrants) and Company consummates a Business Combination or (ii) in the Insider case of the Initial Shares, three months prior to the Release Date, the holders of a majorityat least one-in-interest sixth (1/6) of the (a) Insider any of such Placement Warrants (or underlying Ordinary Shares), Initial Shares underlying or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, may each make a written demand for registration under the Securities Act of all or part of such their Placement Warrants (or underlying Ordinary Shares), Initial Shares or other Registrable Securities Securities, as the case may be (a “Demand Registration”); provided, however that in no event shall the holders of the EBC warrants (or underlying Ordinary Shares) be permitted to exercise such Demand Registration rights more than five years after the effective date of the registration statement relating to the Company's initial public offering. Any demand for a Demand Registration shall specify the type and number of such Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand within ten (10) days from the date of the receipt of such written demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with Registrations under this Section 2.1.1 in respect of all Registrable Securities. Notwithstanding anything herein to the Insider Warrants contrary, in the event that the Registrable Securities are saleable under Rule 144 without current public information by non-affiliates of the Company (or Ordinary Shares underlying the Insider Warrants) and one (1) “144 Eligible Securities”), a holder of 144 Eligible Securities shall not be permitted to make a Demand Registration with respect to the Insider Shares under this Section 2.1.1; provided, however, that to the extent that any holder of 144 Eligible Securities is subject to the volume limitations set forth under Rule 144, then the holder of such 144 Eligible Securities shall be entitled to exercise its Demand Registration rights under this Section 2.1.1 with respect to any 144 Eligible Securities that were not eligible to be sold under Rule 144 due to volume limitations.

Request for Registration. At any time and from time to time on or after the Release Date with respect to date that is (i) in the Insider case of the Private Placement Warrants (or underlying Ordinary Shares underlying Shares), after the Insider Warrants) and Company consummates a Business Combination or (ii) in the Insider case of the Initial Shares, three months prior to the Release Date, (A) the holders of a majority-in-interest of the (a) Insider such Private Placement Warrants (or underlying Ordinary Shares), Initial Shares underlying or other Registrable Securities, as the Insider Warrantscase may be, and (B) Xxxxxx & Xxxxxxx, LLC (“Xxxxxx”) and the other underwriters in the Company’s initial public offering (b“IPO”) Insider Shares, may each make a one written demand for registration under the Securities Act of all or part of such their Private Placement Warrants (or underlying Ordinary Shares), Initial Shares or other Registrable Securities Securities, as applicable (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. At any time Notwithstanding Seller's, its Partners', and from time Shaheen's (hereinafter in this Article 12 referred to time on or after as "Holders") present intentions to acquire the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) Stephan Common Stock for xxx xxxpose of investment, as set forth in this Agreement, Stephan shall prepare and (ii) the Insider Sharesxxxx a registration statement, the holders of a majority-in-interest of the (a) Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (b) Insider Shares, may each make a written demand for registration under the Securities Act of with respect to all or part of such Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demandStephan Common Stock then xxxxx by Holders, as and each holder of Registrable Securities who wishes to include all or a portion of when such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall notify the Company of the number and type of Registrable Securities for which registration filing is requested within fifteen (15) calendar days of the receipt by the holder of Holders; provided, however, that such notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company request shall not be obligated made by Holders before one (I ) year from the Closing Date. Stephan shall use its bexx xxxxrts to make the registration statement effective as promptly as practicable, including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act. Stephan shall not be oblixxxxx xo effect, or to take any action to effect more than any such registration pursuant to this Section 12.1 after Stephan has initiated one xxxx xegistration pursuant to this Section 12.1 (counting for these purposes only registrations which have been declared or ordered effective). For purpose of this Section 12.1, Holders shall have three (3) years, commencing one (1) Demand Registration with respect year from the Closing Date, within which to exercise their rights to request such registration but if registration of all of the Shares has not occurred by the end of such three (3) years, then Stephan agrees to registex xxx xf the unregistered Shares immediately upon the expiration of such three (3) years. Notwithstanding anything to the Insider Warrants (or Ordinary Shares underlying contrary set forth herein, Stephan shall not be requxxxx xx register the Insider Warrants) Stephan Common Stock if ix xxx xpinion of counsel to Stephan the disposition xx xxx Stephan Common Stock is exxxxx xrom the registration and one (1) Demand Registration with respect to prospectus requirements of the Insider Shares under this Section 2.1.1Act.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Representative Shares, Private Warrants (or underlying securities), Working Capital Warrants (or underlying securities) and Extension Loan Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesall other Registrable Securities, the holders of a majority-in-interest of the (a) Insider such Founder Shares, Representative Shares, Private Warrants (or Ordinary Shares underlying securities), Working Capital Warrants (or underlying securities), Extension Loan Warrants (or underlying securities) or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors may each make a written demand for registration under the Securities Act of all or part of such their Founder Shares, Representative Shares, Private Warrants (or underlying securities), Working Capital Warrants (or underlying securities), Extension Loan Warrants (or underlying securities) or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or and after a Triggering Date and subject to the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) terms and (ii) the Insider Sharesconditions hereof, the holders of Purchaser may make a majority-in-interest written request to AEC to file with the Commission a registration statement and such other documents, including a prospectus, as may be necessary in order to comply with the provisions of the Securities Act so as to permit a public offering and sale of up to all of the Registrable Securities issued and issuable upon conversion of the Notes. The request described in this paragraph (a) Insider Warrants (or Ordinary Shares underlying is hereinafter referred to as a "Demand Registration." The Purchaser shall have the Insider Warrants) and (b) Insider Shares, may each make right to withdraw its request for a Demand Registration by giving written demand for notice to AEC of its request to withdraw at any time prior to effectiveness of the registration under statement therefor; provided that in the Securities Act of all or part event of such Registrable Securities withdrawal, the Purchaser shall be responsible for all fees and expenses (including fees and expenses of its counsel) incurred by the Purchaser prior to such withdrawal; and provided further that the Purchaser may make, in the aggregate, not more than three (3) requests for a “Demand Registration”)Registration hereunder. Any demand for request to effect a Demand Registration shall specify the type and number amount of such Registrable Securities proposed to be sold and shall also specify the intended method(s) method of distribution disposition thereof. The Company will then Within ten (10) days following any such Demand Registration request, AEC shall notify all any other holders of Registrable Securities of such request. Within fifteen (15) days following the demanddate of such notice, and each any such other holder of Registrable Securities who wishes covered by such Demand Registration request shall notify AEC as to whether such holder desires to include all or a portion of such holder’s any Registrable Securities held by such holder in the aggregate Registrable Securities covered by such Demand Registration (each such request. Whether or not any holder including shares of Registrable Securities elects to include any Registrable Securities in such registrationDemand Registration, a “Demanding Holder”) such Demand Registration shall notify the Company be counted as one of the three Demand Registration requests permitted hereunder as to such holder. There shall be permitted hereunder only one Demand Registration request during any twelve (12) month period. The minimum aggregate number and type of Registrable Securities for which that must be covered by any registration is requested within fifteen (15) calendar days of the receipt by the holder of such notice from the Company. Upon any such request, the Demanding Holders statement prepared in response to a Demand Registration request shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one (1) Demand Registration with respect to the Insider Warrants 100,000 Convertible Shares (or Ordinary Shares underlying the Insider Warrants) and one equivalent amount of Conversion Shares). (1) Demand Registration with respect to the Insider Shares under this Section 2.1.1.b)

Request for Registration. At any time and from time to time on or after the Release Date with respect to (i) the Insider Warrants (or Ordinary Sponsors’ Shares underlying Release Date, with respect to the Insider Warrants) Sponsors’ Shares, Working Capital Shares and Deferred Commission Shares; and (ii) the Insider date that is three (3) months prior to the Founders’ Shares Release Date, with respect to the Founders’ Shares, the holders of a majority-in-interest of the (a) Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (b) Insider Shares, any class of Registrable Securities may each make a written demand for registration under the Securities Act of all or part of each such class of Registrable Securities (held by such holders, provided that the estimated market value of Registrable Securities of all classes to be so registered thereunder is at least $500,000 in the aggregate. Any such requested registration shall be referred to as a “Demand Registration”). Any demand for a Demand Registration shall specify the type class and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Within five (5) Business Days following receipt of any request for a Demand Registration, the Company will then notify in writing all holders of Registrable Securities (other than the holders of the demandFounders’ Shares, if such notice is to be delivered prior to the Founders’ Shares Release Date), and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company in writing, provided that such notice shall be received by the Company within ten (10) Business Days of the number Company’s having sent the applicable notice to such holder or holders. All such requests shall specify the class and type aggregate amount of Registrable Securities for which registration is requested within fifteen (15) calendar days to be registered and the intended method of distribution. The Company may include in such Demand Registration additional securities of the receipt by class or classes of the holder of such notice from Registrable Securities to be registered thereunder, including securities to be sold for the Company’s own account or the account of Persons who are not holders of Registrable Securities. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that the Company shall not be obligated to effect more than one (1) registration pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all of the Insider Warrants (or Ordinary Shares underlying Deferred Commission Shares. In addition, the Insider Warrants) and one (1) Company shall not be required to file a Registration Statement for a Demand Registration with respect at any time during the 12-month period following the effective date of another Registration Statement filed pursuant to the Insider Shares under this Section 2.1.12.1.

Request for Registration. At any time and from time to time on or after the Release Date with respect to (i) the Insider Warrants (or Ordinary Sponsors’ Shares underlying Release Date, with respect to the Insider Warrants) Sponsors’ Shares, Working Capital Shares and Deferred Commission Shares; and (ii) the Insider date that is three (3) months prior to the Founders’ Shares Release Date, with respect to the Founders’ Shares, the holders of a majority-in-interest of the (a) Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (b) Insider Shares, any class of Registrable Securities may each make a written demand for registration under the Securities Act of all or part of each such class of Registrable Securities (held by such holders, provided that the estimated market value of Registrable Securities of all classes to be so registered thereunder is at least $500,000 in the aggregate. Any such requested registration shall be referred to as a “Demand Registration”). Any demand for a Demand Registration shall specify the type class and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Within five (5) Business Days following receipt of any request for a Demand Registration, the Company will then notify in writing all holders of Registrable Securities (other than the holders of the demandFounders’ Shares, if such notice is to be delivered prior to the Founders’ Shares Release Date), and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company in writing, provided that such notice shall be received by the Company within ten (10) Business Days of the number Company’s having sent the applicable notice to such holder or holders. All such requests shall specify the class and type aggregate amount of Registrable Securities for which registration is requested within fifteen (15) calendar days to be registered and the intended method of distribution. The Company may include in such Demand Registration additional securities of the receipt by class or classes of the holder of such notice from Registrable Securities to be registered thereunder, including securities to be sold for the Company’s own account or the account of Persons who are not holders of Registrable Securities. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities. In addition, the Company shall not be required to file a Registration Statement for a Demand Registration at any time during the 12-month period following the effective date of another Registration Statement filed pursuant to this Section 2.1.

Request for Registration. At any time and from time to time on or after the Release Date Closing with respect to (i) the Insider Warrants Registrable Securities (or Ordinary Shares underlying securities) held by the Insider Warrants) and (ii) Holders or any permitted transferees of the Insider SharesHolders, the holders of a majority-in-interest of the (a) Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (b) Insider Shares, Holders may each make a written demand demand, on no more than three occasions, for registration under the Securities Act of all or part of such their Registrable Securities Securities, as the case may be (a “Demand Registration”); provided, however that the request for the initial Demand Registration shall be deemed to have been made by all Holders with respect to all of the Registrable Securities upon the Closing and the Company shall be required to use commercially reasonable efforts to file or confidentially submit a Registration Statement relating to such initial Demand Registration within six (6) months after the Closing. Any further demand for a Demand Registration shall specify the type and number of such Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demanddemand after the initial Demand Registration, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of three (13) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities, and in no event shall any holder make a written demand within 180 days of any prior demand for a Demand Registration.

Request for Registration. At any time and from time to time on or after the Release Date with respect to (i) date which ------------------------ is 180 days following the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Shares, the holders of a majority-in-interest closing of the (a) Insider Warrants (Initial Public Offering, any Holder or Ordinary Shares underlying Holders owning, individually or in the Insider Warrants) and (b) Insider Sharesaggregate, at least the Requisite Share Number may each make a written demand request for registration under the Securities Act of all or part of such its or their Registrable Securities (a “"Demand Registration”"); provided that the Holder or Holders making the request are together requesting -------- that the Requisite Share Number be registered; provided further that the Company -------- ------- shall not be obligated to effect (i) more than two (2) Demand Registrations for the FS Stockholder and its Permitted Transferees and permitted assignees, as a group; or (ii) more than two (2) Demand Registrations for the Existing Stockholders and their Permitted Transferees as a group. Any demand for a Demand Registration shall Such request will specify the type and number of such shares of Registrable Securities proposed to be sold and will also specify the intended method(s) method of distribution disposition thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion shall give written notice of such holder’s Registrable Securities in registration request within ten days after the receipt thereof to all other Holders and the Minority Holders. If an Existing Stockholder requests a Demand Registration, the FS Stockholder (or its Permitted Transferees or permitted assignees) shall be entitled to submit to the Company, within ten (10) days after receipt of notice of such Existing Stockholder's request for a Demand Registration, a written request for a Demand Registration (the "Simultaneous Registration") and shall thereby join in the request of such Existing Stockholder, and thereupon each such holder including shares of the Existing Stockholders and FS Stockholder shall be entitled to include Registrable Securities in such registrationDemand Registration on a pro rata basis, a “Demanding Holder”) shall notify determined based on the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of the receipt Pro Rata Share then held by the holder of such notice from the Company. Upon any such requestFS Stockholders, the Demanding Holders shall be entitled to have their Registrable Securities included Existing Stockholders (in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one (1) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares under this Section 2.1.1.each case

Request for Registration. At any time and from time to time on or after the Release Date with respect expiration of a lock-up to which such shares are subject, if any, (i) Company Investors who hold a majority in interest of the Insider Warrants (Registrable Securities held by all Company Investors or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Shares, the holders of Gemini Investors who hold at least a majority-in-interest majority of the (a) Insider Warrants (or Ordinary Shares underlying Registrable Securities held by all Gemini Investors, as the Insider Warrants) and (b) Insider Sharescase may be, may each make a written demand for registration Registration under the Securities Act of all or part any portion of such their Registrable Securities (on Form S-1 or any similar long-form Registration or, if then available, on Form S-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all Investors that are holders of Registrable Securities of the demand, and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 2.2.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect effect: (a) more than one (1) Demand Registration with respect to the Insider Warrants during any six-month period; (or Ordinary Shares underlying the Insider Warrantsb) and one (1) any Demand Registration at any time there is an effective Resale Shelf Registration Statement on file with the Commission pursuant to Section 2.1; (c) more than 2 Underwritten Demand Registrations in respect to of all Registrable Securities held by the Insider Shares Company Investors, each of which will also count as an Underwritten Takedown of the Company Investors under this Section 2.1.12.1.5(c)(ii); or (d) more than 2 Underwritten Demand Registrations in respect of all Registrable Securities held by Gemini Investors, each of which will also count as an Underwritten Takedown of Gemini Investors under Section 2.1.5(c)(iii).

Request for Registration. At any time and from time to time on or after the Release Date with respect expiration of any lock-up to which such securities are subject pursuant to any Lock-Up Agreement, (x) (i) holders of at least 25% of the Insider Warrants (then outstanding number of Registrable Securities or Ordinary Shares underlying the Insider Warrants) and (ii) if less than all the Insider SharesRegistrable Securities of the Investors listed on Schedule 2 are registered pursuant to the PIPE Registration Statement, any of the holders of Investors listed on Schedule 2, (y) the Sponsor (who shall not be permitted to demand more than three Demand Registrations pursuant to this Section 2.2.1) or (z) Key Executive(s) holding a majority-in-majority in interest of the Registrable Securities held by all Key Executives (ain each case, the “Initial Demanding Holders”) Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (b) Insider Shares, may each make a written demand for registration Registration under the Securities Act of at least 15% (or in a case where a Key Executive is the Initial Demanding Holder, such percentage as determined by such Key Executive, or in a case of an Investor listed on Schedule 2 being the Initial Demanding Holder, such percentage as determined by such Investor provided it is no less than all or part of such the Registrable Securities then held by such Investor that were not registered pursuant to the PIPE Registration Statement) (or in a case where the Sponsor is the Initial Demanding Holder, such percentage as determined by the Sponsor) of the then outstanding number of Registrable Securities, on Form F-1 or, if then available, on Form F-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company PubCo will then notify all Investors that are holders of Registrable Securities of the demand, and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationregistration including the Initial Demanding Holders, a “Demanding Holder” and collectively, the “Demanding Holders”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested PubCo within fifteen (15) calendar 15 days of after the receipt by the holder of such the notice from the CompanyPubCo. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 2.2.4 and the provisos set forth in Section 3.1.13.1.2. The Company Under no circumstances shall not PubCo be obligated to effect more than one (1i) three Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.2.1 (in cases where the Initial Demanding Holder is not a Key Executive), (ii) one Demand Registration under this Section 2.2.1 (in cases where the Initial Demanding Holder is a Key Executive), (iii) one Demand Registration under this Section 2.2.1(x)(ii), and (iv) three Demand Registrations under this Section 2.2.1 (in cases where the Initial Demanding Holder is the Sponsor).

Request for Registration. At any time and Subject to Section 3.5, from time to time on or after the Release Date with respect to expiration of the Lock-Up Period, (i) Company Holders who hold a majority in interest of the Insider Warrants (Registrable Securities held by all Company Holders or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Shares, the holders of One Energy Holders who hold at least a majority-in-interest majority of the (a) Insider Warrants (or Ordinary Shares underlying Registrable Securities held by all One Energy Holders, as the Insider Warrants) and (b) Insider Sharescase may be, ,may each make a written demand for registration Registration under the Securities Act of all or part any portion of such their Registrable Securities (on Form S-1 or any similar long-form Registration or, if then available, on Form S-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders Holders that are Holders of Registrable Securities of the demand, and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 2.2.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect effect: (a) more than one (1) Demand Registration with respect to the Insider Warrants during any six-month period; or (or Ordinary Shares underlying the Insider Warrantsb) and one (1) any Demand Registration at any time if there is an effective Resale Shelf Registration Statement for the Registrable Securities on file with respect the Commission pursuant to the Insider Shares under this Section 2.1.12.1.

Request for Registration. At any time and from time to time on or after the date that is three months prior to the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider SharesDate, the holders of (A) a majority-in-interest of the (a) Insider Warrants (Registrable Securities held by the Investors or Ordinary Shares underlying the Insider Warrants) transferees of the Investors, may make two written demands for registration under the Securities Act of all or part of their Registrable Securities and (bB) Insider Sharesthe Registrable Securities held by Shrem, Fudim, Xxxxxx & Co. Ltd. and Shrem, Fudim, Xxxxxx - Technologies Ltd., acting together, may each make a one written demand for registration under the Securities Act of all or part of such their Registrable Securities (each, a “Demand RegistrationDEMAND REGISTRATION”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding HolderDEMANDING HOLDER”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. It is understood that if two or more Demanding Holders make a collective Demand Registration, such Demand Registration will count pursuant to this Section 2.1.1 as a Demand Registration for each such Demanding Holder. The Company shall not be obligated to effect more than one an aggregate of three (13) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of Registrable Securities. Furthermore, the Company shall not be obligated (A) to effect more than one Demand Registration in any six-month period or (B) to honor a request for a Demand Registration within a six-month period following the completion of a Company Registration pursuant to Section 2.2.1 in which one or more Demanding Holders sold Registrable Securities pursuant to a Piggy-Back Registration.

Request for Registration. At Subject to the provisions of Section 5 hereof, at any time and from time to time on or after the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Shares, the holders of a majority-in-interest effective date of the (a) Insider Warrants (registration statement for Initial Public Offering any Holder or Ordinary Shares underlying Holders holding in the Insider Warrants) and (b) Insider Shares, aggregate 10% or more of the shares or other units of the Restricted Stock then outstanding may each make a written demand request for registration under the Securities Act of all or part of such Registrable Securities its or their Restricted Stock pursuant to this Section 2 (a “Demand Registration”). Any demand for a Demand Registration shall specify , provided that the type and number of such Registrable Securities shares or other units of Restricted Stock proposed to be sold or distributed pursuant to such registration shall be equal to 10% or more of the aggregate number of shares or other units of Restricted Stock then outstanding, but (if fewer than all outstanding shares or other units of Restricted Stock are proposed to be so sold or distributed) in no event less than 5% of the initial aggregate number of shares or other units of Restricted Stock outstanding as of the date of this Agreement (subject to appropriate adjustment for any stock dividend, stock split, combination, recapitalization, merger, consolidation, reorganization or other occurrence affecting the number of shares or other units of Restricted Stock then outstanding). Such request will specify the aggregate number of shares or other units of Restricted Stock proposed to be sold or distributed and will also specify the intended method(s) method of distribution disposition thereof. The Company will then notify all holders Within 10 business days after receipt of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of the receipt by the holder of such notice from the Company. Upon any such request, the Demanding Company will give written notice of such registration request to all other Holders shall be entitled to have their Registrable Securities included of Restricted Stock, if any, and include in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one (1) Demand Registration such registration all Restricted Stock with respect to which the Insider Warrants (Company has received written requests for inclusion therein within 15 business days after the date on which such notice is so given. Each such request will also specify the number of shares or Ordinary Shares underlying other units of Restricted Stock to be registered and the Insider Warrants) and one (1) intended method of disposition thereof. No party other than a Holder shall be permitted to include securities in any Demand Registration with respect unless the Holder or Holders of a majority of the shares or other units of Restricted Stock to the Insider Shares under this Section 2.1.1be included therein shall have consented thereto in writing.

Request for Registration. At any time and from time to time on or after the Release Date expiration of any lock-up to which an Investor’s shares are subject, if any, provided compliance by the Investors with respect Section 3.4, and provided further there is not an effective Resale Shelf Registration Statement available for the resale of the Registerable Securities pursuant to Section 2.1 (i) ARYA Investors who hold a majority of the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and Registrable Securities held by all ARYA Investors, (ii) the Insider Shares, the holders of Dievini or (iii) Company Investors (other than Dievini) who hold a majority-in-interest majority of the (a) Insider Warrants (or Ordinary Shares underlying Registrable Securities held by all Company Investors, as the Insider Warrants) and (b) Insider Sharescase may be, may each make a written demand for registration Registration under the Securities Act of all or part any portion of such their Registrable Securities (on Form F-1 or any similar 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 specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all Investors that are holders of Registrable Securities of the demand, and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 2.2.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect effect: (a) more than one (1) Demand Registration with respect to the Insider Warrants during any six-month period; (or Ordinary Shares underlying the Insider Warrantsb) and one (1) any Demand Registration at any time there is an effective Resale Shelf Registration Statement on file with the Commission pursuant to Section 2.1; (c) more than three Underwritten Demand Registrations in respect to the Insider Shares under this Section 2.1.1of all Registrable Securities held by ARYA Investors; (d) more than three Underwritten Demand Registrations in respect of all Registrable Securities held by Company Investors (excluding dievini) or (e) more than nine Underwritten Demand Registrations in respect of all Registrable Securities held by dievini.

Request for Registration. At any time and from time to time on or after the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider SharesAnnouncement Date, the holders of a majority-in-interest of the (a) Insider Demanding Holders who are holders of the Warrants (or Ordinary Shares underlying and the Insider Warrants) and (b) Insider Shares, shares of Common Stock issuable upon exercise thereof may each make a written demand for registration under the Securities Act of all or part of their Warrants and the shares of Common Stock issuable upon exercise of the Warrants (the "First Demand Registration"); provided, however, such First Demand Registration shall not be declared effective by the Commission until after the First Release Date. At any time and from time to time on or after the Second Release Date, a majority-in-interest of the Demanding Holders may make a written demand for registration under the Securities Act of all or part of the Registrable Securities (a “the "Second Demand Registration”" and together with the First Demand Registration, a "Demand Registration"). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “"Demanding Holder”") shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than (i) one (1) Demand Registration with respect prior to the Insider Warrants First Release Date and (or Ordinary Shares underlying the Insider Warrantsii) and one not more than two (12) Demand Registration with respect Registrations prior to the Insider Shares Second Release Date under this Section 2.1.12.1.1 in respect of Registrable Securities.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Working Capital Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesall other Registrable Securities, the holders of a majority-in-interest of the (a) Insider Warrants such Private Units (or Ordinary Shares underlying the Insider Warrantsshares of Common Stock) and Working Capital Units (bor underlying shares of Common Stock) Insider Sharesor other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may each make a written demand for registration under the Securities Act of all or part of such their Private Units (or underlying shares of Common Stock). Working Capital Units (or underlying shares of Common Stock) or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. At any time and from time to time on or after the Release Date with respect to (i) during the Insider Warrants (three year period commencing on the Conversion Date or Ordinary Shares underlying the Insider Warrants) and (ii) prior to the Insider SharesConversion Date (A) during any period in which less than two million shares of Common Stock (such number to be appropriately adjusted for stock dividends, stock splits, recapitalizations and other transactions that affect the capitalization of the Company) are held of record or beneficially by Public Stockholders or (B) after the first anniversary of this Agreement and until the Company has affected a Qualified Offering if the Company has failed prior to the first anniversary of this Agreement to effect a Qualified Offering (individually and collectively, the holders "Demand Registration Period"), any Holder or Holders of a majority-in-interest not less than 25% of the then outstanding Registrable Securities (athe "Demand Requesting Holder(s)") Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (b) Insider Shares, may each make a written demand request of the Company (a "Demand Request") for registration under the Securities Act (a "Demand Registration") of all or part of such its or their Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify Securities; provided, however, that the type and number of such Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities requested to be registered shall have a Fair Market Value in excess of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the $20,000,000. Any Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of the receipt by the holder of such notice from the Company. Upon any such request, the Demanding Holders shall Period may be entitled to have their Registrable Securities included in the Demand Registration, subject extended pursuant to Section 2.1.4 and the provisos set forth in Section 3.1.14(c). The Company shall not be obligated to effect more than register Registrable Securities (x) during the period set forth in clause (i) of the first sentence in the first paragraph of this Section 2(a) on two occasions only, (y) during the period set forth in clause (ii)(A) of the first sentence in the first paragraph of this Section 2(a) on one occasion only and (1z) during the period from the first anniversary of this Agreement to the Conversion Date (pursuant to the terms of Section 2(a)(ii)(B)) on one occasion only; provided, however, upon the occurrence of the Conversion Date, the Liquidity Event Demand Right and the Qualified Offering Demand Right, if applicable, shall expire and upon the exercise of a Liquidity Event Demand Right by the Holders, if applicable, prior to the exercise of a Qualified Offering Demand, the Qualified Offering Demand Right shall expire. At any time following a Demand Registration by any Demand Requesting Holder or Holders pursuant to this Section 2, a Demand Requesting Holder or Holders may make a subsequent Demand Request only if not less than 180 days (the "Blackout Period") has elapsed from the later of (A) the date of effectiveness of the prior Demand Registration or (B) the date of effectiveness of any registration under the Securities Act with respect to an offering of any equity securities by the Insider Warrants Company for its own account or an offering of securities of the Company initiated by any other holder of demand registration rights (or Ordinary Shares underlying other than an Exempt Registration Statement). Notwithstanding the Insider Warrants) and one (1) foregoing, such Holders may make such a subsequent Demand Request during the Blackout Period in the event that the date of effectiveness of either registration referred to in the preceding sentence falls within 180 days of the end of the Demand Registration with respect to the Insider Shares under this Section 2.1.1Period.

Request for Registration. At Holder agrees to execute on an expedited basis any time and from time to time on or lockup agreements reasonably requested by the managing underwriter for the Initial Public Offering; provided, however, that the lockup period shall not exceed 180 days after the Release Date consummation of the Initial Public Offering. Without limiting the generality of the foregoing, Holder agrees, for the benefit of the Company and the underwriters for the Initial Public Offering, that no Holder or any affiliate or family member thereof will directly or indirectly sell, transfer or otherwise dispose of any shares of Restricted Stock (as defined below) prior to the expiration of 180 days after the consummation of the Initial Public Offering (such expiration date shall be referred to herein as the "Lockup Expiration Date"). As used in this Agreement, "Restricted Stock" shall mean all shares of Common Stock issued to Holder pursuant to the Contribution and Exchange Agreement and owned by any Holder after the Initial Public Offering, together with any securities issued or issuable with respect to (i) the Insider Warrants (any such Common Stock by way of stock dividend or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesstock split or in connection with a combination of shares, the holders recapitalization, merger, consolidation or other reorganization, or otherwise. As to any particular shares of a majority-in-interest of the Restricted Stock, such securities shall cease to be Restricted Stock when (a) Insider Warrants (or Ordinary Shares underlying a registration statement with respect to the Insider Warrants) sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (b) Insider Sharessuch securities may be distributed to the public pursuant to Rule 144 (or any successor provision) under the Securities Act (even though not actually sold pursuant thereto), (c) such securities shall have been otherwise transferred, new certificates representing such securities not bearing a legend restricting transfer shall have been delivered by the Company and subsequent disposition of such securities (without any volume limitations) shall not require registration or qualification of such securities under the Securities Act or any similar state law then in force, (d) such securities shall have ceased to be outstanding, or (e) the Holder or Holders thereof shall agree in writing to terminate this Agreement (each Holder and any permitted assignee of such Holder's rights and duties hereunder are referred to herein as the "Holders" or individually as a "Holder"). Subject to the conditions and limitations set forth in Section 4 of this Agreement, at any time after the Lockup Expiration Date, one or more Holders may each make a written demand request for registration under the Securities Act of all or part of such Registrable Securities its or their Restricted Stock pursuant to this Section 1 (a “"Demand Registration”"), provided that the Minimum Number (as hereinafter defined) of shares of Restricted Stock shall be registered in such offering. Any demand The term "Minimum Number" shall mean the lesser of (i) 50% of the initial number of shares of Restricted Stock issued pursuant to the Contribution and Exchange Agreement (as adjusted for any stock splits, stock combinations, stock dividends or recapitalizations that are effected after the Initial Public Offering) or (ii) 100% of the number of shares of Restricted Stock then beneficially owned by all of the Holders in the aggregate. The Holder making such a request for a Demand Registration shall is sometimes herein referred to as the "Designating Holder." Such request will specify the type and aggregate number of such Registrable Securities shares of Restricted Stock proposed to be sold and will also specify the intended method(s) method of distribution disposition thereof. The Company will then notify all holders of Registrable Securities of Holders shall have the demand, and each holder of Registrable Securities who wishes right to include all or a portion of such holder’s Registrable Securities two Demand Registrations in the Demand Registration (each such holder including shares of Registrable Securities in such registrationaggregate; provided, a “Demanding Holder”) shall notify however, that the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of the receipt by the holder of such notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall may not be obligated to effect elect more than one (1) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares under this Section 2.1.1.Demand

Request for Registration. At any time and from time to time on or after the Release Date with respect to date hereof, (i) one or more Investors other than Cathay (the Insider Warrants “Non-Cathay Investors”) holding at least 1,000,000 Registrable Securities in the aggregate (subject to adjustment in the event of a stock split, consolidation or Ordinary Shares underlying the Insider Warrantsrecapitalization) and (ii) the Insider Shares, the holders of a majority-in-interest of the (a) Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (b) Insider Shares, Cathay may each make a separate written demand for registration under the Securities Act of all or part (but not less than 500,000, subject to adjustment in the event of such a stock split, consolidation or recapitalization) of their respective Registrable Securities (a “Demand Registration”). Any such demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The In the event of a demand by one or more Non-Cathay Investors, the Company will then notify all holders other Non-Cathay Investors of Registrable Securities the demand within ten (10) days from the receipt of the demand, and each holder of Non-Cathay Investor that holds Registrable Securities who and wishes to include all or a portion of such holder’s its Registrable Securities in the Demand Registration of the Non-Cathay Investors (each such holder including shares of Registrable Securities in such registrationtogether with the Non-Cathay Investors demanding the Demand Registration, a the “Non-Cathay Demanding HolderHolders”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. In the case of a demand by one or more Non-Cathay Investors, each Non-Cathay Demanding Holder shall be referred to as a “Demanding Holder”, and in the case of a demand by Cathay, Cathay shall be referred to as the “Demanding Holder”. Upon any such requesta demand for a Demand Registration, the Demanding Holders Holder(s) shall be entitled to have their Registrable Securities included in the a Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one two (12) Demand Registration with Registrations pursuant to clause (i) of the first sentence of this Section 2.1.1 and two (2) additional Demand Registrations pursuant to clause (ii) of the first sentence of this Section 2.1.1 in respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares of Registrable Securities. Registrable Securities registered under this Section 2.1.1shall remain subject to the transfer restrictions set forth in Section 5.3 of the Merger Agreement.

Request for Registration. At any time and from time to time on or after the Release Date with respect expiration of any lock-up to which such securities are subject pursuant to any Lock-Up Agreement, (x) (i) holders of at least 25% of the Insider Warrants (then outstanding number of Registrable Securities or Ordinary Shares underlying the Insider Warrants) and (ii) if less than all the Insider SharesRegistrable Securities of the Investors listed on Schedule 2 are registered pursuant to the PIPE Registration Statement, any of the holders of Investors listed on Schedule 2, (y) the Sponsor (who shall not be permitted to demand more than three Demand Registrations pursuant to this Section 2.2.1) or (z) Key Executive(s) holding a majority-in-majority in interest of the Registrable Securities held by all Key Executives (ain each case, the “Initial Demanding Holders”) Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (b) Insider Shares, may each make a written demand for registration Registration under the Securities Act of at least 15% (or in a case where a Key Executive is the Initial Demanding Holder, such percentage as determined by such Key Executive, or in a case of an Investor listed on Schedule 2 being the Initial Demanding Holder, such percentage as determined by such Investor provided it is no less than all or part of such the Registrable Securities then held by such Investor that were not registered pursuant to the PIPE Registration Statement) (or in a case where the Sponsor is the Initial Demanding Holder, such percentage as determined by the Sponsor) of the then outstanding number of Registrable Securities, on Form F-1 or, if then available, on Form F-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company PubCo will then notify all Investors that are holders of Registrable Securities of the demand, and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationregistration including the Initial Demanding Holders, a “Demanding Holder” and collectively, the “Demanding Holders”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested PubCo within fifteen (15) calendar 15 days of after the receipt by the holder of such the notice from the CompanyPubCo. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 2.2.4 and the provisos set forth in Section 3.1.13.1.2. The Company Under no circumstances shall not PubCo be obligated to effect more than one (1i) three Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.1.2.2.1 (in cases where the Initial Demanding Holder is not a Key Executive), (ii) one Demand Registration under this Section 2.2.1 (in cases where the Initial Demanding Holder is a Key Executive), (iii) one Demand Registration under this Section 2.2.1(x)(ii), and

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock, including the shares of Common Stock issued or issuable upon the exercise of any Warrants), Over-Allotment Units (or underlying shares of Common Stock, including the shares of Common Stock issued or issuable upon the exercise of any Warrants), the Units included in the Unit Purchase Option (and underlying shares of Common Stock, including the shares of Common Stock issued or issuable upon the exercise of any Warrants), if any, and Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, but prior to the five-year anniversary of the effective date of the Company’s Form S-1 Registration Statement (iFile No. 333-[●]) (the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Shares“Effective Date”), the holders of a majority-in-interest of the (a) Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (b) Insider SharesRegistrable Securities, may each make a written demand demand, on no more than two occasions, for registration under the Securities Act of all or part of such their Registrable Securities Securities, as the case may be (a “Demand Registration”” ). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”” ) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities. Notwithstanding the foregoing, the Representative and its related persons may not have more than one Demand Registration at the Company’s expense.

Request for Registration. At any time and from time to time on or after the date that is three months prior to the applicable Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesfor a class of Registrable Securities, the holders of a majority-in-interest of the (a) Insider Warrants (Registrable Securities of such class held by the Investors or Ordinary Shares underlying the Insider Warrants) and (b) Insider SharesPermitted Transferees of the Investors, may each make a written demand for registration under the Securities Act of all or part of each such class of Registrable Securities (held by such holders, provided that the estimated market value of Registrable Securities of all classes to be so registered thereunder is at least $500,000 in the aggregate. Any such requested registrations shall be referred to as a “Demand Registration”). Any demand for a Demand Registration shall specify the number and type and number of such Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Within five (5) business days following receipt of any request for a Demand Registration, the Company will then notify in writing all holders of Registrable Securities of the class or classes to be registered of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company in writing, provided that such notice shall be received by the Company within ten (10) business days of the number Company’s having sent the applicable notice to such holder or holders. All such requests shall specify the class and type aggregate amount of Registrable Securities for which to be registered and the intended method of distribution. The Company may include in such registration is requested within fifteen (15) calendar days additional securities of the receipt by class or classes of the holder of such notice from Registrable Securities to be registered thereunder, including securities to be sold for the Company’s own account or the account of Persons who are not holders of Registrable Securities. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one two (12) Demand Registration Registrations in the aggregate with respect to the Insider Sponsor’s Warrants or the underlying shares of Common Stock under subclause (or Ordinary Shares underlying the Insider Warrantsi) of this Section 2.1.1 and one shall not be obligated to effect more than three (13) Demand Registration with Registrations in respect to of the Insider Shares Founders’ Common Stock under subclause (ii) of this Section 2.1.1. In addition, the Company shall not be required to file a Registration Statement for a Demand Registration at any time during the 12-month period following the effective date of another Registration Statement filed pursuant to this Section 2.1.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock and Warrants) and Working Capital Units (or underlying shares of Common Stock and Warrants) or (ii) three months prior to the Release Date with respect to (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Sharesall other Registrable Securities, the holders of a majority-in-interest of the (a) Insider Warrants such Private Units (or Ordinary Shares underlying the Insider shares of Common Stock and Warrants), Working Capital Units (or underlying shares of Common Stock and Warrants) and (b) Insider Sharesor other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may each make a written demand for registration under the Securities Act of all or part of such their Private Units (or underlying shares of Common Stock and Warrants), Working Capital Units (or underlying shares of Common Stock and Warrants) or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that EarlyBirdCapital, Inc. will not have more than one (1) Demand Registration with respect pursuant to this section at the Insider Warrants (or Ordinary Shares underlying Company’s expense; and provided, further, however, that EarlyBirdCapital, Inc. may not exercise the Insider Warrants) and one (1) foregoing Demand Registration with respect to right more than five (5) years from the Insider Shares under this Section 2.1.1Effective Date.

Request for Registration. At Unless this Warrant is exercised pursuant to Section 1.1(b) hereof, if, at any time prior to the fifth anniversary of the date hereof, Holders holding the greater of (i) at least twenty-five percent (25%) of the combined total of Warrant Shares issuable and from Warrant Shares outstanding pursuant to the First Warrant and any subsequent warrant issued by Diamond to S3 or (ii) one hundred percent (100%) of such shares issued or issuable pursuant to the First Warrant, at such time request that the Company file a registration statement on Form S-3 (or Form S-1 if Form S-3 is not then available to time on or after the Release Date Company) under the Securities Act, as soon as practicable thereafter the Company shall use its commercially reasonable efforts to file a registration statement with respect to all Warrant Shares that it has been so requested to include (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants"Demand Registration") and obtain the effectiveness thereof, and to take all other action necessary under any federal or state law or regulation to permit the Warrant Shares that are held and/or that may be acquired upon the exercise of the Warrants specified in the notices of the Holders or holders thereof to be sold or otherwise disposed of, and the Company shall maintain such compliance with each such federal and state law and regulation for the period necessary for such Holders or holders to effect the proposed sale or other disposition, which period shall be not less than thirty (ii30) days; provided, however, the Insider Shares, Company shall be entitled to defer such registration for a period of up to forty-five (45) days if and to the extent that its Board of Directors shall determine that such registration would interfere with a pending corporate transaction. The Company shall also promptly give written notice to the Holders and the holders of any other Warrants and/or the holders of any Warrant Shares who or that have not made a majority-in-interest request to the Company pursuant to the provisions of this Section 2.2(a) of its intention to effect any required registration or qualification, and shall use its commercially reasonable efforts to effect as expeditiously as possible such registration or qualification of all such other Warrant Shares that are then held and/or that may be acquired upon the exercise of the (a) Insider Warrants (Warrants, the Holder or Ordinary Shares underlying the Insider Warrants) and (b) Insider Shares, may each make a written demand for registration under the Securities Act of all or part of such Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all which have requested such registration or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall notify the Company of the number and type of Registrable Securities for which registration is requested qualification within fifteen (15) calendar days of the receipt after such notice has been given by the holder of such notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated required to effect more than a registration or qualification pursuant to this Section 2.2(a) on a total of one (1) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares under this Section 2.1.1occasion.

Request for Registration. At If, at any time and following the 180th day after any registration statement covering an initial public offering of the Common Stock of the Company shall have become effective, the Company shall receive from time to time on a Holder or after Holders owning in excess of 5% of the Release Date Registrable Securities, including any securities convertible into Registrable Securities, a written request that the Company effect any registration with respect to all or a part of the Registrable Securities (ieach such request, a "DEMAND"), the Company will, as soon as practicable, but in any event no later than ninety (90) days after receipt of such request, use its reasonable best efforts to effect such registration (including, without limitation, the Insider Warrants execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws (or Ordinary Shares underlying except that the Insider WarrantsCompany shall not be required to qualify the offering under the blue sky laws of any jurisdiction in which the Company would be required to execute a general consent to service of process unless the Company is already subject to service in such jurisdiction) and (ii) the Insider Shares, the holders of a majority-in-interest of the (a) Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (b) Insider Shares, may each make a written demand for registration appropriate compliance with applicable regulations issued under the Securities Act Act) as may be so requested and as would permit or facilitate the sale and distribution of all or part such portion of such Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of as are specified in such Registrable Securities proposed to be sold and the intended method(s) of distribution thereofrequest. The Company will then shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request. The registration statement filed pursuant to the Demand of such Holder may, subject to the provisions of Section 4.1(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company now or hereinafter in effect are entitled to include their securities in any such registration (collectively, "OTHER STOCKHOLDERS") and may include securities of the Company being sold for the account of the Company. The Company shall promptly give notice of any registration proposed under this Section 4.1 to such Other Stockholders. Following receipt of any Demand under this Section 4.1, the Company shall immediately notify all holders of Registrable Securities of the demand, Other Stockholders from whom notice has not been received and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) Other Stockholders shall notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar have 30 days of the from receipt by the holder of such notice from the Company. Upon any such request, Company to notify the Demanding Holders shall be entitled Company of their desire to have their Registrable Securities included participate in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1registration. The Company shall not be obligated use its reasonable best efforts to effect more than one (1) Demand Registration register under the Securities Act, for public sale in accordance with respect to the Insider Warrants (or Ordinary Shares underlying method of distribution specified in such notices from requesting Other Stockholders, the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares under this Section 2.1.1number of Registrable Securities specified in such notices.

Request for Registration. At Subject to and in accordance with this Agreement, at any time and from time to time on or after the Release Date with respect to later of (i1) the Insider Warrants (or Ordinary Shares underlying date upon which the Insider Warrants) Unit Purchase Option becomes exercisable as therein provided and (ii2) the Insider Sharesfirst anniversary of the date hereof and prior to the fifth anniversary of the date hereof, the holders of a majority-in-interest at least 50% of the (a) Insider Warrants (Registrable Securities held by the IPO Underwriter or Ordinary Shares underlying the Insider Warrants) and (b) Insider Sharesits transferees, may each make a written demand (a "Demand Request") for registration under the Securities Act of all or part of such their Registrable Securities (a “"Demand Registration”"). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all other holders of Registrable Securities and the Founders (so long as the Founders or their transferees shall hold Registrable Securities as defined in the Founders Registration Rights Agreement) of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “"Demanding Holder”") shall so notify the Company of the number and type of Registrable Securities for which registration is requested in writing within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one (1) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares under this Section 2.1.12.1.1 in respect of Registrable Securities. In addition, the Company shall not be obligated to effect any Demand Registration under this Section 2.1.1 if, within 20 days of receipt of a written demand for a Demand Registration, the Company agrees to purchase the Registrable Securities from the requesting Holders, in the case of the Warrants, at a price equal to the difference between the exercise price of the Warrants and the Current Market Value on the date of the Demand Request and in the case of the Common Stock, at the Current Market Value on the date of the Demand Request.

Request for Registration. At any time and from time to time on or after the Release Date expiration of any lock-up to which an Investor’s shares are subject, if any, provided compliance by the Investors with respect Section 3.4, and provided further there is not an effective Resale Shelf Registration Statement available for the resale of all of the Registrable Securities pursuant to Section 2.1 (and subject to the right of holders to effect Underwritten Takedowns under Section 2.1), (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Shares, the holders of AHAC Investors who hold a majority-in-interest majority of the Registrable Securities held by all AHAC Investors or (aiii) Insider Warrants Hunter Investors who hold either (A) in the aggregate 5% of the outstanding shares of Class A Common Stock or Ordinary Shares underlying (B) a majority of the Insider Warrants) and (b) Insider SharesRegistrable Securities held by all Hunter Investors, as the case may be, may each make a written demand for registration Registration under the Securities Act of all or part any portion of such their Registrable Securities (on Form S-1 or any similar long-form Registration or, if then available, on Form S-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all Investors that are holders of Registrable Securities of the demand, and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen five (155) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 2.2.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect effect: (a) more than one (1) 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 respect 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 Insider Warrants obligation to effect Underwritten Takedowns as set forth in Section 2.1); or (or Ordinary Shares underlying the Insider Warrantsc) and one more than three (13) Underwritten Demand Registration with Registrations in respect to the Insider Shares under this Section 2.1.1of all Registrable Securities held by AHAC Investors.

Request for Registration. At any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Sponsors’ Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i) the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and (ii) the Insider Shares)), the holders of a majority-in-interest of the (a) Insider such Sponsors’ Warrants (or Ordinary Shares underlying shares of Common Stock) or other Registrable Securities, as the Insider Warrants) and (b) Insider Sharescase may be, held by the Investors or the transferees of the Investors, may each make a written demand for registration under the Securities Act of all or part of such their Sponsors’ Warrants (or underlying shares of Common Stock) or other Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Within five business days following receipt of any request for a Demand Registration, the Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of all Registrable Securities.

Request for Registration. At Subject to and in accordance with this Agreement, at any time and from time to time on or after the Release Date with respect to later of (i1) the Insider Warrants (or Ordinary Shares underlying date upon which the Insider Warrants) Unit Purchase Option becomes exercisable as therein provided and (ii2) the Insider Sharesfirst anniversary of the date hereof and prior to the fifth anniversary of the date hereof, the holders of a majority-in-interest at least 50% of the (a) Insider Warrants (Registrable Securities held by the IPO Underwriters or Ordinary Shares underlying the Insider Warrants) and (b) Insider Sharestheir transferees, may each make a written demand (a "Demand Request") for registration under the Securities Act of all or part of such their Registrable Securities (a “"Demand Registration”"). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all other holders of Registrable Securities and the Founders (so long as the Founders or their transferees shall hold Registrable Securities as defined in the Founders Registration Rights Agreement) of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “"Demanding Holder”") shall so notify the Company of the number and type of Registrable Securities for which registration is requested in writing within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one (1) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares under this Section 2.1.12.1.1 in respect of Registrable Securities. In addition, the Company shall not be obligated to effect any Demand Registration under this Section 2.1.1 if, within 20 days of receipt of a written demand for a Demand Registration, the Company agrees to purchase the Registrable Securities from the requesting Holders, in the case of the Warrants, at a price equal to the difference between the exercise price of the Warrants and the Current Market Value on the date of the Demand Request and in the case of the Common Stock, at the Current Market Value on the date of the Demand Request.

Request for Registration. At any time and from time to time on or after the Release Date date that is (i) after the Company consummates an Initial Business Combination with respect to (i) the Insider Sponsors’ Warrants (or underlying Ordinary Shares underlying the Insider Warrants) and Shares); (ii) the Insider earlier of (x) nine months after the consummation of an Initial Business Combination or (y) the date the shares are released from escrow, with respect to the Founders’ Ordinary Shares; and (iii) one hundred and eighty (180) days after the IPO with respect to all other Registrable Securities otherwise acquired, (to the extent not previously registered by the Company pursuant to the preceding subclause (i) or (ii)), the holders of a majority-in-interest of any class of Registrable Securities, held by the (a) Insider Warrants (Investors or Ordinary Shares underlying the Insider Warrants) and (b) Insider SharesPermitted Transferees of the Investors, may each make a written demand (for a total of two demands) for registration under the Securities Act of all or part of each such class of Registrable Securities held by such holders, provided that the estimated market value of Registrable Securities of all classes to be so registered thereunder is at least $500,000 in the aggregate and provided further that any Registration Statement for Unreleased Registrable Securities may not become effective until after such Registrable Securities (have become Released Registrable Securities. Any such requested registration shall be referred to as a “Demand Registration”). .” Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Within five (5) business days following receipt of any request for a Demand Registration, the Company will then notify in writing all holders of Registrable Securities of the class or classes to be registered of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company in writing, provided that such notice shall be received by the Company within ten (10) business days of the number Company’s having sent the applicable notice to such holder or holders. All such requests shall specify the class and type aggregate amount of Registrable Securities for which to be registered and the intended method of distribution. The Company may include in such registration is requested within fifteen (15) calendar days additional securities of the receipt by class or classes of the holder of such notice from Registrable Securities to be registered thereunder, including securities to be sold for the Company’s own account or the account of Persons who are not holders of Registrable Securities. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company Company, if so requested, shall not be obligated to effect more than one an aggregate of two (12) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares Registrations under this Section 2.1.12.1.1 in respect of the Registrable Securities. In addition, the Company shall not be required to file a Registration Statement for a Demand Registration at any time during the 6-month period following the effective date of another Registration Statement filed pursuant to this Section 2.1.

Request for Registration. At Subject to and in accordance with this Agreement, at any time and from time to time on or after the Release Date with respect to later of (i1) the Insider Warrants (or Ordinary Shares underlying date upon which the Insider Warrants) Unit Purchase Option becomes exercisable as therein provided and (ii2) the Insider Sharesfirst anniversary of the date hereof and prior to the fifth anniversary of the date hereof, the holders of a majority-in-interest at least 50% of the (a) Insider Warrants (Registrable Securities held by the IPO Underwriter or Ordinary Shares underlying the Insider Warrants) and (b) Insider Sharesits transferees, may each make a written demand (a “Demand Request”) for registration under the Securities Act of all or part of such their Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of such shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all other holders of Registrable Securities and the Founders (so long as the Founders or their transferees shall hold Registrable Securities as defined in the Founders Registration Rights Agreement) of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested in writing within fifteen (15) calendar days of after the receipt by the holder of such the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one (1) Demand Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares under this Section 2.1.12.1.1 in respect of Registrable Securities. In addition, the Company shall not be obligated to effect any Demand Registration under this Section 2.1.1 if, within 20 days of receipt of a written demand for a Demand Registration, the Company agrees to purchase the Registrable Securities from the requesting Holders, in the case of the Warrants, at a price equal to the difference between the exercise price of the Warrants and the Current Market Value on the date of the Demand Request and in the case of the Common Stock, at the Current Market Value on the date of the Demand Request.