Common use of Request for Registration Clause in Contracts

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

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Representative Shares, Private Units Securities (or underlying shares of Common Stocksecurities) and Over-Allotment Units Working Capital Securities (or underlying shares of Common Stocksecurities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the such Founder Shares, Representative Shares, Private Securities (or underlying securities), Working Capital Securities (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Securities (or underlying securities), Working Capital Securities (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after the date that is (i) the date that after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesSecurities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of a majority-in-interest of the such Insider Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Insider Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units Founder Shares and Working Capital Loan Securities (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stocksecurities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the such Founder Shares and Working Capital Loan Securities (or underlying securities), or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Founder Shares or Working Capital Loan Securities (or underlying securities or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one three (13) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) is three months prior to the Release Date with respect to the Founder Shares or (ii) the date that the Company consummates a Business Combination with respect to all other Registrable Securities, the holders of a majority-in-interest of the such Founder Shares, Private Units (or underlying securities), Working Capital Warrants (or underlying Common Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Founder Shares, Private Units (or underlying securities), Working Capital Warrants (or underlying Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will will, within ten (10) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesAnnouncement Date, the holders of a majorityMajority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company Investors or their affiliates, or the transferees of the Investorstransferees, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of the Private Placement Warrants and Private Placement Warrant Shares (the “First Demand Registration”); provided, however, such Demand Registration shall not be declared effective by the Commission until after the First Release Date. At any time and from time to time on or after the Second Release Date, the holders of a Majority-in-interest held by the Investors or their transferees, may make a written demand for registration under the Securities Act of all or part of the Registrable SecuritiesSecurities (the “Second Demand Registration” and together with the First Demand Registration, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities Securities, as applicable, proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demandDemand Registration, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of (i) one (1) Demand Registration prior to the First Release Date and (ii) not more than two (2) Demand Registrations prior to the Second Release Date under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

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

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock), $15 Exercise Price Sponsor Warrants (or underlying shares of Common Stock) and Over-Allotment Working Capital Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the such Private Units (or underlying shares of Common Stock), $15 Exercise Price Sponsor Warrants (or underlying shares of Common Stock) and Working Capital Units (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Units (or underlying shares of Common Stock), $15 Exercise Price Sponsor Warrants (or underlying shares of Common Stock), Working Capital Units (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units Warrants (or any underlying shares of Common Stock) and securities), Over-Allotment Units Warrants (or any underlying shares of Common Stocksecurities), Working Capital Warrants (or any underlying securities) and Representative Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stocksecurities) and Over-Allotment Working Capital Units (or underlying shares of Common Stocksecurities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the such Private Units (or underlying securities), Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Units (or underlying securities), Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units Founders’ Warrants (or underlying shares of Common Stock) and Over-Allotment Units Working Capital Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the such Founders’ Warrants (or underlying shares of Common Stock), Working Capital Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Founders’ Warrants (or underlying shares of Common Stock), Working Capital Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Ordinary Shares), Commission Units (or underlying shares of Common StockOrdinary Shares) and Working Capital Units (or underlying Ordinary Shares) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the such Private Units (or underlying Ordinary Shares), Commission Units (or underlying Ordinary Shares), Working Capital Units (or underlying Ordinary Shares) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Units (or underlying Ordinary Shares), Commission Units (or underlying Ordinary Shares), Working Capital Units (or underlying Ordinary Shares) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect each of Release Date I as it relates to the Private Units (or underlying shares of Common Stock) 2,500,000 Ordinary Shares and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior Release Date II as it relates to the Release Date with respect to all other Registrable Warrant Securities, as applicable, the holders of a majority-in-interest of the Registrable 2,500,000 Ordinary Shares or Warrant Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares and type of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 below and the provisos set forth in Section 3.1.13.1.1 below. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 Registrations with respect to the Registrable 2,500,000 Ordinary Shares and two (2) Demand Registrations with respect to the Warrant Securities under this Section 2.1.1. In no event shall terminate on a registration statement that has been filed with respect to the fifth anniversary of Warrant Securities be declared effective until the Effective DateCompany has completed its initial business combination.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the First Release Date with respect to all other Registrable SecuritiesDate, the holders of a majority-in-majority in interest of the Registrable SecuritiesUnit Shares, as the case may be, held by Warrants and the Investors, officers or directors of the Company or their affiliates, or the transferees of the InvestorsWarrant Shares collectively, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “"Demand Registration”"). At any time and from time to time on or after the Second Release Date, the holders of a majority in interest of the Initial Investor Shares may request a Demand Registration for all or part of their Registrable Securities. Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demanda requested Demand Registration, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “"Demanding Holder”") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one on (1) Demand Registration at the request of the holders of the Unit Shares, the Warrants and the Warrant Shares, collectively two (2) Demand Registrations at the request of the holders of the Initial Investor Shares, in each case, under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.2.1.1

Request for Registration. At (a) If the Company shall receive at any time and from time to time on or after the earlier of (i) the date admission to trading of the Company’s ordinary shares on any public securities market (including a Listing) and (ii) November 19, 2006, a written request from the Shareholders making such request that the Company consummates file a Business Combination with respect registration statement (other than a registration statement pursuant to Rule 415) under the Securities Act covering the registration of Registrable Securities representing at least 20% in nominal value of the ordinary shares of the Company then outstanding (an Initial Request), then the Company shall, subject to the Private Units terms and conditions of this Agreement, give written notice within fourteen (or underlying shares 14) days of Common Stockreceipt of an Initial Request to all other Shareholders that such an Initial Request has been received. Each such other Shareholder may request, by delivery of written request (all such requests together with the Initial Request, the Requests and each a Request) and Over-Allotment Units to the Company, that the Company also register the number of such Shareholder’s Registrable Securities specified in such notice, provided that the Company receives such Request within fourteen (or underlying shares 14) days of Common Stockthe mailing of such notice by the Company. Any Shareholder making a Request (a Requesting Shareholder) or shall specify (i) the number of Registrable Securities to be registered, (ii) three months prior such Requesting Shareholder’s plan of distribution, including the jurisdictions in which the Registrable Securities are expected to be offered and (iii) whether the Registrable Securities shall be part of an underwritten offering. Subject to the Release Date with respect to all other Registrable Securitiesterms and conditions of this Agreement, including the terms described in this subsection 1.2(a) and the limitations of subsections 1.2(b)-(e), the holders of a majority-in-interest Company shall employ in good faith all reasonable efforts to effect as soon as practicable, and in any event within two hundred ten (210) days of the Registrable Securities, as the case may be, held by the Investors, officers or directors receipt of the Company or their affiliatesInitial Request, or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of only those Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt covered by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one (1) Demand Registration under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective DateRequests.

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 Sponsor’s Warrants (or underlying shares of Common Stock) and Over-Allotment Units Working Capital Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the such Sponsor’s Warrants (or underlying shares of Common Stock), Working Capital Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Sponsor’s Warrants (or underlying shares of Common Stock), Working Capital Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after the date that is (i) the date that after the Company consummates a Business Combination business combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units Insider Securities (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesSecurities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of a majority-in-interest of the such Insider Securities (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Insider Securities (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities(i) the Insider Warrants (or Common Stock underlying the Insider Warrants) and (ii) the Insider Shares, the holders of a majority-in-interest of the Registrable Securities, as (a) Insider Warrants (or Common Stock underlying the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the InvestorsInsider Warrants) and (b) Insider Shares, may each make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their such Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of shares of such Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days after of the receipt by the holder of the such notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one (1) Demand Registration under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on Insider Warrants (or Common Stock underlying the fifth anniversary of Insider Warrants) and one (1) Demand Registration with respect to the Effective DateInsider Shares under this Section 2.1.1.

Request for Registration. At any time and from time to time on or after the date that is (i) the date that after the Company consummates a Business Combination business combination with respect to the Private Units Insider Securities (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stocksecurities) or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesSecurities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of a majority-in-interest of the such Insider Securities (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Insider Securities (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Founders’ Units (or underlying shares of Common Stocksecurities) and Over-Allotment Working Capital Units (or underlying shares of Common Stocksecurities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the such Founders’ Units (or underlying securities), Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Founders’ Units (or underlying securities), Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one three (13) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) Stock and Over-Allotment Units (or underlying shares of Common Stockwarrants) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the such Private Units (or underlying shares of Common Stock and warrants) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Units (or underlying shares of common stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At Subject to the provisions of Section 2.01(d) and Section 2.04 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) the date that Investors of at least a majority in interest of the Company consummates a Business Combination with respect to the Private Units (or underlying shares then-outstanding number of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) Registrable Securities or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesCantor, the holders of a majority-in-interest of other underwriters in the Registrable Securities, as Offering and/or their designees (the case may be, held by the “Demanding Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, ”) may make a written demand, on no more than two occasions, demand for registration Registration under the Securities Act of all or part of their Registrable Securities, as which written demand shall describe the case may amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify shall, within 10 days of the Company’s receipt of the Demand Registration, notify, in writing, all holders other Investors of Registrable Securities of the such demand, and each holder Investor of Registrable Securities who thereafter wishes to include all or a portion of such holderInvestor’s Registrable Securities in the a Registration pursuant to a Demand Registration (each such holder including shares Investor that includes all or a portion of such Investor’s Registrable Securities in such registrationRegistration, a “Demanding HolderRequesting Investor”) shall so notify the Company Company, in writing, within fifteen (15) five days after the receipt by the holder Investor of the notice from the Company. Upon receipt by the Company of any such requestwritten notification from a Requesting Investor(s) to the Company, the Demanding Holders such Requesting Investor(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than 45 days immediately after the Company’s receipt of the Demand Registration, subject the Registration of all Registrable Securities requested by the Demanding Investors and Requesting Investors pursuant to Section 2.1.4 and such Demand Registration. Under no circumstances shall the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three Registrations pursuant to a Demand Registration under this Section 2.01(a) with respect to any or all Registrable Securities, including one (1) Demand Registration under this Section 2.1.1 in respect on behalf of all Registrable Securities. AdditionallyCantor, the right to other underwriters in the Offering and/or their designees; provided, however, that a Demand Registration set forth under this Section 2.1.1 with respect to 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 shall terminate requested by the Requesting Investors to be registered on the fifth anniversary behalf of the Effective DateRequesting Investors in such Form S-1 Registration have been sold, in accordance with Section 3.01 of this Agreement.

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 Over-Allotment Units (or underlying shares of Common Stock) Warrants or (ii) three months prior to the Release Date with respect to all other Registrable Securities, but prior to the five-year anniversary of the effective date of the Company’s Form S-1 Registration Statement (File No. 333—251112) (the “Effective Date”), (a) with respect to clause (i) the holders of a majority of the Private Warrants and (b) with respect to clause (ii) the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the InvestorsInitial Shares, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Warrants or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securitiesthis Agreement, the holders Holders of a majoritytwenty-in-interest five percent (25%) of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Securities may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”); provided, however, that the Sponsor shall have one Demand Registration, exercisable in its sole discretion, to register all or part of its Registrable Securities. Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company Purchaser will within twenty (20) days of the Purchaser’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 Purchaser within fifteen ten (1510) days after the receipt by the holder of the notice from the CompanyPurchaser. 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 Purchaser shall not be obligated to effect no more than an aggregate of one three (13) Demand Registration Registrations under this Section 2.1.1 2.2.1 in respect of all Registrable Securities. Additionally, the right to a including any Demand Registration set forth under this Section 2.1.1 with respect to from the Registrable Securities shall terminate on the fifth anniversary of the Effective DateSponsor.

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 Warrants (or underlying shares of Common Stocksecurities) and Over-Allotment Units Working Capital Warrants (or underlying shares of Common Stocksecurities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the such Founder Shares, Representative Shares, Private Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand, on no more than two occasions, demand for registration Registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationRegistration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesCombination, the holders of a majoritynot less than twenty-in-interest five percent (25%) of the then-outstanding Registrable SecuritiesSecurities (calculated, as with respect to Warrants, on the case may be, held by the Investors, officers or directors basis of the Company or their affiliates, or the transferees shares of the Investors, Common Stock underlying such Warrants) may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their such Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof, including whether the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen five (155) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect (a) more than an aggregate of one (1) Demand Registration under this Section 2.1.1 in respect of all Registrable Securities. Additionally, Securities prior to the right to a date that is thirty (30) days following the closing of the Company’s initial Business Combination; (b) more than two (2) Demand Registration set forth Registrations under this Section 2.1.1 with in respect to the of all Registrable Securities shall terminate during the period commencing on the fifth anniversary date that is thirty (30) days following the closing of the Effective Company’s initial Business Combination and ending on the Founder Shares Lock-up Expiration Date; or (c) more than two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities on or following the Founder Shares Lock-up Expiration Date.

Request for Registration. At Subject to this Section 2.1.1 and Section 2.2.4, at any time and from time to time on or after the Closing, either (i) the date that Investors holding a majority-in-interest of the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) Registrable Securities then issued and Over-Allotment Units (or underlying shares of Common Stock) outstanding, or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, Securities held by the Investors, officers Sponsor Group or directors of the Company its affiliates or their affiliates, or the transferees of the Investorstransferees, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Within thirty (30) days following receipt of any request for a Demand Registration, the Company will 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 within fifteen (15) days after the receipt by the holder Investor of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one four (14) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. AdditionallyNotwithstanding anything in this Section 2.1 to the contrary, the right Company shall not be obligated to effect a Demand Registration, (i) if a Piggy-Back Registration set forth under had been available to the Demanding Holder(s) within the ninety (90) days preceding the date of request for the Demand Registration, (ii) within sixty (60) days after the effective date of a previous registration effected with respect to the Registrable Securities pursuant to this Section 2.1, or (iii) during any period (not to exceed one hundred eighty (180) days) following the closing of the completion of an offering of securities by the Company if such Demand Registration would cause the Company to breach a “lock-up” or similar provision contained in the underwriting agreement for such offering. For the avoidance of doubt, each of (a) the Investors holding a majority-in-interest of the Registrable Securities then issued and outstanding, and (b) the holders of a majority-in-interest of the Registrable Securities held by the Sponsor Group or its affiliates or transferees, are permitted to exercise one Demand Registration pursuant to this Section 2.1.1 with respect to the their respective Registrable Securities shall terminate on the fifth anniversary of the Effective DateSecurities.

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 Founders’ Units (or underlying shares of Common Stocksecurities) and Over-Allotment Working Capital Units (or underlying shares of Common Stocksecurities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the such Founders’ Units (or underlying securities), Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Founders’ Units (or underlying securities), Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be (a ““ Demand RegistrationRegistration ”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a ““ Demanding HolderHolder ”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one three (13) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

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

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect each of Release Date I as it relates to the Private Units (or underlying 625,000 shares of Common Stock) Stock and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior Release Date II as it relates to the Release Date with respect to all other Registrable Warrant Securities, as applicable, the holders of a majority-in-interest of the Registrable 625,000 shares of Common Stock or Warrant Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares and type of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations with respect to the 625,000 shares of Common Stock and two (2) Demand Registrations with respect to the Warrant Securities under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to In no event shall a Demand Registration set forth under this Section 2.1.1 registration statement that has been filed with respect to the Registrable Warrant Securities shall terminate on be declared effective until the fifth anniversary of the Effective DateCompany has completed its initial business combination.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Representative Shares, Private Units Warrants (or underlying shares of Common Stock) and Over-Allotment Units Working Capital Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the such Founder Shares, Representative Shares, Private Warrants (or underlying shares of Common Stock), Working Capital Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Warrants (or underlying shares of Common Stock), Working Capital Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At Subject to Sections 2.3 and 6.1, at any time and from time to time on or after the first anniversary of the consummation of the acquisition contemplated by the Definitive Agreement (the “Acquisition”), each of (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, Shares held by the Investors, officers Stockholders or directors the Permitted Transferees of such Stockholders and (ii) the holders of a majority-in-interest of the Company or their affiliates, Founder Shares held by the Stockholders or the transferees Permitted Transferees of the Investorssuch Stockholders, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable SecuritiesSecurities held by such holders, provided that the estimated market value of Registrable Securities to be so registered thereunder is at least $500,000 in the aggregate. Any such requested registration shall be referred to as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Within five (5) business days following receipt of any request for a Demand Registration, the Company will notify in writing all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt in writing, provided that such notice shall be received by the holder Company within ten (10) business days of the Company’s having sent the applicable notice from to such holder or holders. All such requests shall specify the aggregate amount of Registrable Securities to be registered and the intended method of distribution. The Company may include in such registration additional securities of the 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 (one (1) Demand Registration with respect to those holders described in clause (i) of this Section 2.1.1 and one (1) with respect to those holders described in clause (ii) of this Section 2.1.1) under this Section 2.1.1 in respect of all the Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesCombination, the holders of a majority-in-interest of the Founder Shares, Private Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Founder Shares, Private Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will will, within ten (1) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Representative Shares, Private Units (or underlying shares of Common Stocksecurities) and Over-Allotment Working Capital Units (or underlying shares of Common Stocksecurities) or (ii) three nine months prior to after the Release Date consummation of a Business Combination with respect to all other Registrable Securities, the holders of a majority-in-interest of the such Founder Shares, Representative Shares, Private Units (or underlying securities), Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Private Units (or underlying securities), Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will will, within ten (1) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after the date that is (i) the date that after the Company consummates a Business Combination business combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units Insider Securities (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesSecurities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of a majority-in-interest of the such Insider Securities (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Insider Securities (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”"DEMAND REGISTRATION"). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”"DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (ia) the date that the Company consummates a Business Combination with respect to the Private Units Loan Securities (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stocksecurities) or (iib) the date three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two three occasions, and the holders of a majority-in-interest of the Loan Securities, may make a written demand, on no more than one occasion, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one three (13) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesCombination, the holders of a majoritynot less than twenty-in-interest five percent (25%) of the then-outstanding Registrable SecuritiesSecurities (calculated, as with respect to Warrants, on the case may be, held by the Investors, officers or directors basis of the Company or their affiliates, or the transferees shares of the Investors, Common Stock underlying such Warrants) may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their such Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof, including whether the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one four (14) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, except that the right Company shall be obligated to a effect at least two (2) Demand Registration set forth Registrations under this Section 2.1.1 with in respect to the of all Registrable Securities shall terminate on following the fifth anniversary of the Effective Founder Shares Lock-up Expiration Date.

Request for Registration. (i) On each of the 15 month and 18 month anniversaries of the date of this Agreement, the Company shall deliver written notice to the Holders that, beginning on the 15 month anniversary of the date of this Agreement, the Holders have the right to demand registration for the resale of their Registrable Shares pursuant to this Section 2.1. At any time and from time to time on or after (i) following the 20 month anniversary of the date that of this Agreement (or, in the Company consummates a Business Combination with respect to the Private Units (or underlying shares case of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesFireman, the holders 10 month anniversary of a majority-in-interest the date of this Agreement), any Holder or group of Holders that, together with its or their Affiliates, holds more than twenty percent (20%) of the Registrable SecuritiesShares (collectively, as a “Demanding Stockholder”) shall have the case may be, held by the Investors, officers or directors of right to require the Company to prepare and file a registration statement on Form S-1 or their affiliatesS-3 or any similar form or successor to such forms under the Securities Act, or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration any other appropriate form under the Securities Act or the Exchange Act for the resale of all or part of their its Registrable Securities, as the case may be Shares (a “Demand Registration”). Any demand for a Demand Registration shall specify , by delivering to the number of shares of Company written notice stating that such right is being exercised, naming the Demanding Stockholder(s) whose Registrable Securities proposed Shares are to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities included in such registration, a “Demanding Holder”) shall so notify specifying the Company within fifteen (15) days after the receipt by the holder aggregate number of the notice from the Company. Upon any such request, the Demanding Holders shall Stockholder’s Registrable Shares to be entitled to have their Registrable Securities included in the Demand Registrationsuch registration and, subject to Section 2.1.4 2.1(c) hereof, and describing the provisos set forth in Section 3.1.1intended method of distribution thereof to the extent then known (a “Demand Request”). The Company Demanding Stockholders hereunder shall not be obligated to effect more than an aggregate of one (1) Demand Registration under this Section 2.1.1 in respect of all Registrable Securities. Additionally, collectively have the right to require up to two (2) Long-Form Registrations and an unlimited number of Short-From Registrations. The number of Demand Registrations in the form of a Demand Shelf Registration set forth under this Section 2.1.1 with respect to the Registrable Securities (as defined below) shall terminate on the fifth anniversary of the Effective Datebe unlimited.

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 Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesDate, the holders of a majority-in-interest (determined on a fully diluted basis, i.e., assuming the exercise of all Warrants that are Registrable Securities (including Warrants forming a part of Units)) (the “Majority-in-Interest”) of the Registrable Securities, as the case may be, ) held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) Warrants or (ii) three months prior to the Release Date with respect to all other Registrable Securities, but prior to the five-year anniversary of the effective date of the Company’s Form S-1 Registration Statement (File No. 333-[●]) (the “Effective Date”), (a) with respect to clause (i) the holders of a majority of the Private Warrants and (b) with respect to clause (ii) the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the InvestorsInitial Shares, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Warrants or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one three (13) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or any underlying shares of Common Stock) and securities), Over-Allotment Units (or any underlying shares of Common Stocksecurities), Working Capital Units (or any underlying securities) and Representative Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time beginning 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 Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesDate, the holders of a majorityMajority-in-interest of the Registrable Securities, as the case may be, Securities held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, Investors may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares and type of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Within 5 business days following receipt of any request for a Demand Registration, the Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationDemand Registration, a “Demanding Holder”) shall so notify the Company Company, specifying the aggregate amount of such Demanding Holder’s Registrable Securities to be included in the Demand Registration, within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one three (13) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a The Company may include in such Demand Registration set forth under this Section 2.1.1 with respect to additional securities of the class of the Registrable Securities shall terminate on to be registered thereunder, including securities to be sold for the fifth anniversary Company’s own account or the account of the Effective Datepersons who are not holders of Registrable Securities.

Request for Registration. At Subject to and in accordance with this Agreement, at any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesDate, the holders of a majority-in-interest at least 50% of the Registrable Securities, as the case may be, Securities held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”"DEMAND REGISTRATION"). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all other holders of Registrable Securities and Xxxxxx, Xxxxx Xxxxx, Incorporated (so long as Xxxxxx, Xxxxx Xxxxx, Incorporated shall hold Registrable Securities as defined in the FBW Registration Rights Agreement) of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”"DEMANDING HOLDER") shall so notify the Company in writing within fifteen (15) days after the receipt by the holder of the notice from the Company. An election by Xxxxxx, Xxxxx Xxxxx, Incorporated to become a Demanding Holder hereunder shall be deemed an exercise of its demand right pursuant to the FBW Registration Rights Agreement. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securitiestime, the holders of a majority-in-interest of the Registrable Securities, as Securities (determined on a fully diluted basis) (the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors“Majority-in-Interest”), may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case Securities on Form S-1 or any similar long-form registration which may be available to the Company at such time (a “Demand Registration”); provided, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.1.1 if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $250,000. Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will shall promptly notify all other holders of Registrable Securities of the such demand, and each such holder of Registrable Securities who that wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Datein any rolling 12-month period.

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 Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesCombination, the holders of a majority-in-interest of the such Private Units (or underlying Common Shares), Working Capital Units (or underlying Common Shares) or other Registrable Securities, as the case may be, held by the InvestorsSponsor, officers or directors of the Company or their affiliates, or the transferees of the InvestorsSponsor, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Units (or underlying Common Shares), Working Capital Units (or underlying Common Shares) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify notify, in writing, all holders of Registrable Securities of the demand within ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s his, her or its Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, including the holder(s) making the initial demand, a “Demanding Holder”) shall so notify the Company Company, in writing, within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, the company shall effect such request, as soon as practicable, but not more than 45 days, subject to Section Sections 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one three (13) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and Subject to Section 3.5, from time to time on or after (i) the date that expiration of the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and OverLock-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesUp Period, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Securities may make a written demand, on no more than two occasions, demand for registration Registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form S-1 or any similar long-form Registration or, if then available, on Form S-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as the case may be (a “Demand Registration”). .” Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Only to the extent applicable, the Company will notify all 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 within fifteen (15) calendar days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 2.2.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect effect: (a) more than an aggregate of one (1) Demand Registration under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a during any six-month period; or (b) any Demand Registration set forth under this Section 2.1.1 with respect to at any time if there is an effective Resale Shelf Registration Statement for the Registrable Securities shall terminate on file with the fifth anniversary of the Effective DateCommission pursuant to 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 Over-Allotment Units (or underlying shares of Common Stock) or (ii) is three months prior to the Release Date with respect to all other any Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliatesLazard Group, or the transferees Permitted Transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration Registration under the Securities Act of all or part of their Registrable Securities, as Securities provided that the case may estimated market value of Registrable Securities to be so registered thereunder is at least $5,000,000 in the aggregate (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationRegistration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. The Company may include in such registration additional securities of the class or classes of the Registrable Securities to be registered thereunder, including securities to be sold for the Company’s own account or the account of persons who are not holders of Registrable Securities. Upon receipt by the Company of any such requestnotice, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. AdditionallyIn addition, the right Company shall not be required to file a Registration Statement for a Demand Registration set forth under at any time during the 12-month period following the effective date of another Registration Statement filed pursuant to this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date2.1.

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 Placement Warrants (or underlying shares of Common Stock) and Over-Allotment Units Working Capital Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all the Initial Shares or other Registrable Securities, the holders of a majority-in-interest of the each of such Private Placement Warrants (or underlying shares of Common Stock), Working Capital Warrants (or underlying shares of Common Stock), Initial Shares or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Placement Warrants (or underlying shares of Common Stock), Working Capital Warrants (or underlying shares of Common Stock), Initial Shares or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

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

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securitiestime, the holders of a majority-in-interest of the Registrable Securities, as the case may be, Securities held by the InvestorsInvestor Parties in respect of a Warrant (determined on a fully diluted basis, officers or directors and assuming the issuance of all Registrable Securities underlying such Warrant, the Company or their affiliates, or the transferees of the Investors“Majority-in-Interest “), may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”Registration “). Any such demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will shall promptly notify all holders of Investor Parties holding Registrable Securities of the such demand, and each holder of Registrable Securities Investor Party who wishes to include all or a portion of such holderInvestor Party’s Registrable Securities in the Demand Registration (each such holder Investor Party including shares of Registrable Securities in such registration, a “Demanding Holder”Holder “) shall so notify the Company within fifteen (15) days after the receipt by the holder Investor Party of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all the Registrable Securities. AdditionallySecurities underlying each Warrant (i.e., an aggregate of four (4) Demand Registrations in total); provided, however, that the right Company shall not be obligated to a Demand cause the Registration set forth under this Section 2.1.1 Statement with respect to any such Demand Registration to become effective at any time prior to the Registrable Securities shall terminate on date that is two years following the fifth anniversary of Initial Closing Date (as defined in the Effective DateWarrants).

Request for Registration. At any time and from time to time on or after the Closing Date of the Business Combination, either (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, Securities held by the Investors, officers or directors of the Company Investors or their affiliates, or the transferees of the Investors, (ii) the Sponsor or its affiliates or transferees and/or (iii) Roivant Sciences Ltd. or its affiliates or transferees, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their the Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the 57 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 one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. AdditionallyFor the avoidance of doubt, each of (a) the right holders of a majority-in-interest of the Registrable Securities held by the Investors, (b) the Sponsor and (c) Roivant Sciences Ltd. are permitted to exercise a Demand Registration set forth under pursuant to this Section 2.1.1 with respect to the their respective Registrable Securities shall terminate on the fifth anniversary of the Effective DateSecurities.

Request for Registration. At any time from and from after the Closing Date, each time to time on or after (i) the date that the Company consummates proposes to file a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of all its security holders of any class of equity security (other than (A) a registration statement on Form S-4 or part S-8 (or any substitute form that is adopted by the Commission) or (B) a registration statement filed in connection with an exchange offer or offering of their securities solely to the Company's existing security holders), the Company shall give written notice of such proposed filing to the Holders of Registrable SecuritiesSecurities as soon as practicable (but in no event less than ten business days before the anticipated filing date), as and such notice shall offer such Holders the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the opportunity to register such number of shares of Registrable Securities proposed as each such Holder may request (which request shall specify the Registrable Securities intended to be sold disposed of by such Holder and the intended method(smethod of distribution thereof) (a "Piggy-Back Registration"). The Company shall use reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any other similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. The Company will notify all holders Any Holder shall have the right to withdraw its request for inclusion of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s its Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”any registration statement pursuant to this Section 9.4(a) shall so notify by giving written notice to the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1withdrawal. The Company shall not be obligated to effect more than an aggregate of one (1) Demand may withdraw a Piggy-Back Registration under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect at any time prior to the Registrable Securities time it becomes effective, provided that the Company shall terminate on give immediate notice of such withdrawal to the fifth anniversary Holders of the Effective Date.Registrable

Request for Registration. At Subject to Section 2.4, 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 Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesClosing Date, the holders of Investors holding a majority-in-interest of the Registrable SecuritiesSecurities then issued and outstanding (for the avoidance of any doubt, Escrow Shares as held under the case may be, held by the Investors, officers or directors terms of the Company Escrow Agreement or their affiliates, or the transferees other escrow arrangements shall be counted towards any majority-in-interest determination on behalf of the Investors, Investors under this Agreement) may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company Within thirty (30) days following receipt of any request for a Demand Registration, Pubco will 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 Pubco within fifteen (15) days after the receipt by the holder Investor of the notice from the CompanyPubco. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company Pubco shall not be obligated to effect more than an aggregate of one four (14) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. AdditionallyNotwithstanding anything in this Section 2.1 to the contrary, the right Pubco shall not be obligated to effect a Demand Registration, (i) if a Piggy-Back Registration set forth had been available to the Demanding Holder(s) within the one hundred twenty (120) days preceding the date of request for the Demand Registration, including because Pubco has sent a notice under this Section 2.1.1 2.2.1 that it proposes to file a Registration Statement for an offering for a capital raise on behalf of Pubco, (ii) within sixty (60) days after the effective date of a previous registration effected with respect to the Registrable Securities shall terminate on pursuant this Section 2.1 or (iii) during any period (not to exceed one hundred eighty (180) days) following the fifth anniversary closing of the Effective Datecompletion of an offering of securities by Pubco if such Demand Registration would cause Pubco to breach a “lock-up” or similar provision contained in the underwriting agreement for such 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 shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesTriggering Date, the holders of a majority-in-interest of all the outstanding Registrable Securities, as the case may be, Securities held by the InvestorsInvestors (but not including Escrow Shares, officers or directors of to the Company or their affiliatesextent the Release Date has not occurred, or the transferees of Restricted Warrants, to the Investors, extent the applicable Lock-Up Period has not ended) may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company Holdco will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company Holdco within fifteen (15) days after the receipt by the holder of the notice from the CompanyHoldco. 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 Holdco shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after following expiration of the Lock-Up Period, (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the holders of Registrable Securities, as or (ii) any of Cantor Xxxxxxxxxx & Co. (“Cantor”), Chardan Capital Markets, LLC (“Chardan”), TriArtisan TGIF Partners LLC, MJTA Associates III TGIF LLC (together with TriArtisan TGIF Partners LLC, “TriArtisan”), or MFP Partners, L.P. (“MFP”), or any of their respective transferees who have acquired at least 50% of the case may be, Registrable Securities held by one of such parties on the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investorsdate hereof and executed a joinder to this Agreement, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen twenty (1520) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one five (15) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally; provided, the right that each of Xxxxxx, Xxxxxxx, TriArtisan and MFP shall be entitled to a make one (1) Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective DateRegistration.

Request for Registration. At any time and from time to time on or after the first anniversary of the Date of Closing, (i) the date that Cash Investors constituting a Holder or Holders of in excess of 25% of the Company consummates a Business Combination with respect to Registrable Securities held by all of the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) Cash Investors or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders 2003 Noteholders and GeoLease constituting a Holder or Holders of a majority-in-interest in excess of 25% of the Registrable Securities, as the case may be, Securities held by the Investors, officers or directors all of the Company or their affiliates, or the transferees of the Investors2003 Noteholders and GeoLease, may make a written demand, on no more than two occasions, request for registration under the Securities Act ("Demand Registration") of all or part of its or their Registrable Securities, as ; provided that the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one (1) three Demand Registration under this Section 2.1.1 Registrations in respect of the Registrable Securities held by the Cash Investors and shall not be obligated to effect more than two Demand Registrations in respect of the Registrable Securities held by the 2003 Noteholders and GeoLease. Such request will specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Within 10 Business Days after receipt of such request, the Company will give written notice of such registration request to all other Holders of Common Shares, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act, and include in such registration all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 Securities with respect to which the Company has received written requests for inclusion therein from the Holders thereof within 15 Business Days after receipt by the applicable Holder of the Company's notice. Each such request will also specify the aggregate number of Registrable Securities to be registered and the intended method of disposition thereof. Unless the Holder or Holders of a majority in aggregate number of the Registrable Securities to be registered in such Demand Registration shall terminate on consent in writing, no party other than the fifth anniversary Holders initially requesting the Demand Registration and those providing subsequent written request for inclusion in the Demand Registration pursuant to this Section, including the Company (but excluding another Holder of the Effective DateCommon Shares), shall be permitted to offer securities under any such Demand Registration.

Request for Registration. At any time and from time to time on or after the date that is (i) the date that after the Company consummates a Business Combination business combination with respect to the Private Units Insider Warrants (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stocksecurities) or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesSecurities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of a majority-in-interest of the such Insider Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Insider Shares, Insider Warrants or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after the date that is (i) the date that after the Company consummates a Business Combination business combination with respect to the Private Units Insider Warrants (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common StockOrdinary Shares) or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesSecurities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of a majority-in-interest of the such Insider Warrants (or underlying Ordinary Shares) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Insider Warrants (or underlying Ordinary Shares) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At Subject to and in accordance with this Agreement, at any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the applicable Release Date with respect to all other Registrable SecuritiesDate, the holders of a majority-in-interest at least 50% of the then Registrable Securities, as the case may be, Securities held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “"Demand Registration”"). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all other holders of Registrable Securities and the Underwriters party to the Underwriter Registration Rights Agreement (the "IPO Underwriter") (so long as said IPO Underwriter shall hold Registrable Securities as defined in the Underwriter Registration Rights Agreement) of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “"Demanding Holder”") shall so notify the Company in writing within fifteen (15) days after the receipt by the holder of the notice from the Company. An election by an IPO Underwriter to become a Demanding Holder hereunder shall be deemed an exercise of its demand right pursuant to the Underwriter Registration Rights Agreement. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) Warrants or (ii) three months prior to the Release Date with respect to all other Registrable Securities, but prior to the five-year anniversary of the effective date of the Company’s Form S-1 Registration Statement (File No. 333-249458) (the “Effective Date”), (a) with respect to clause (i) the holders of a majority of the Private Warrants and (b) with respect to clause (ii) the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the InvestorsInitial Shares, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Warrants or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect each of Release Date I as it relates to the Private Units (or underlying 12,937,500 shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior , Release Date II as it relates to the Private Warrant Securities and Release Date with respect III as it relates to all other Registrable the Sponsor Warrant Securities, as applicable, the holders of a majority-in-interest of the Registrable 12,937,500 shares of Common Stock, the 15,600,000 Private Warrant Securities and the 2,500,000 Sponsor Warrant Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investor or the transferees of the InvestorsInvestor, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares and type of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demanddemand within ten (10) days from the receipt of the Demand Registration, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations with respect to the 12,937,500 shares of Common Stock, two (2) Demand Registrations with respect to the Private Warrant Securities and two (2) Demand Registrations with respect to the Sponsor Private Warrant Securities under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At Subject to and in accordance with this Agreement, at any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the applicable Release Date with respect to all other Registrable SecuritiesDate, the holders of a majority-in-interest at least 50% of the then Registrable Securities, as the case may be, Securities held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all other holders of Registrable Securities and the Underwriters party to the Underwriter Registration Rights Agreement (the “IPO Underwriter”) (so long as said IPO Underwriter shall hold Registrable Securities as defined in the Underwriter Registration Rights Agreement) of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company in writing within fifteen (15) days after the receipt by the holder of the notice from the Company. An election by an IPO Underwriter to become a Demanding Holder hereunder shall be deemed an exercise of its demand right pursuant to the Underwriter Registration Rights Agreement. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units Sponsors’ Warrants (or underlying shares of Common Stock) and Over-Allotment Units Working Capital Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the such Sponsors’ Warrants (or underlying shares of Common Stock), Working Capital Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Sponsors’ Warrants (or underlying shares of Common Stock), Working Capital Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At Subject to the terms and conditions of this Agreement and of the Lock-Up Agreements, at any time and from time to time on or after (i) the date that the Company consummates a Business Combination hereof with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Registrable Securities (the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, “Demanding Holder”) may make a written demand, on no more than two occasions, demand for registration Registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company 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 registrationeach, a “Demanding Demand Requesting Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holder and the Demand Requesting 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, to be effected by the Company as soon as reasonably practicable, but in no event later than ninety (90) days after receipt of such Demand Registration. The Company shall not be obligated to effect (i) more than an aggregate of one three (13) Demand Registration under this Section 2.1.1 Registrations in respect of all Registrable Securities. Additionally, the right to aggregate; (ii) a Demand Registration set forth under this Section 2.1.1 with respect to within ninety (90) days of a Demand Takedown or within one hundred eighty (180) days of a prior Demand Registration; or (iii) a Demand Registration unless the market value of the Registrable Securities shall terminate to be registered is at least $10,000,000. 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 fifth anniversary effective date of the Effective Dateregistration statement on Form S-1 filed with the Commission in connection with DD3’s initial public offering.

Request for Registration. At any time and from time to time on or after the date that is (i) the date that after the Company consummates a Business Combination business combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesSecurities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of a majority-in-interest of the such Insider Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Insider Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “"Demand Registration”"). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “"Demanding Holder”") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after a date that is (i) the date that after the Company consummates a Business Combination business combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesSecurities (to the extent not previously registered by the Company pursuant to the preceeding subclause (i)), the holders of a majority-in-interest of the such Insider Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Insider Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination Combination, with respect to the Private Units Placement Warrants (or underlying shares of Common Stock) and Over-Allotment Units Working Capital Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date Date, with respect to all other Registrable Securities, the holders of a majority-in-interest of the such Private Placement Warrants (or underlying shares of Common Stock), Working Capital Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Placement Warrants (or underlying shares of Common Stock), Working Capital Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) is three months prior to the Release Date Initial Demand Date, with respect to all other any Registrable Securities, the holders of a majorityat least 25%, on an as-in-interest converted to Common Stock basis, of the Registrable Securities, as the case may be, Securities held by the Investors, officers or directors of Investors and the Company or their affiliates, or the transferees Permitted Transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration Registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”); provided, that any Registration Statement filed with the Commission with respect to a Demand Registration need not be declared effective prior to the Initial Demand Date. Any demand for a Demand Registration shall specify the number of shares amount of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationRegistration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. The Company may include in such Registration additional securities of the class or classes of the Registrable Securities to be registered thereunder, including securities to be sold for the Company’s own account or the account of persons who are not holders of Registrable Securities. Upon receipt by the Company of any such requestnotice, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. AdditionallyIn addition, the right Company shall not be required to file a Registration Statement for a Demand Registration set forth under within 180 days following the last date on which a Registration Statement filed in respect of a Registration hereunder, if any, was effective. Registrations effected pursuant to Section 2.3 shall not be counted as Demand Registrations effected pursuant to this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date2.1.1.

Request for Registration. At any time and from time to time on or after the date that is (i) the date that after the Company consummates a Business Combination business combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units Insider Securities (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesSecurities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of a majority-in-interest of the such Insider Securities (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Insider Securities (or underlying securities) or other Registrable Securities, as the case may be (a “Demand RegistrationDEMAND REGISTRATION”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding HolderDEMANDING HOLDER”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates Announcement Date, a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and OverMajority-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majorityIn-in-interest Interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Demanding Holders may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their 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 SecuritiesSecurities (the “Second Demand Registration” and together with the First Demand Registration, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares and type of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationDemand Registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of (i) one (1) Demand Registration prior to the Second Release Date and (ii) not more than two (2) Demand Registrations after the Second Release Date under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) securities), Forward Purchase Shares and Over-Allotment Working Capital Units (or underlying shares of Common Stocksecurities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the such Founder Shares, Private Units (or underlying securities), Forward Purchase Shares, Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Founder Shares, Private Units (or underlying securities), Forward Purchase Shares, Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Equity Investor may make an unlimited number of written requests (each a written demand, on no more than two occasions, "Demand") for registration under the Securities Act of all or part of their its Registrable Securities, as the case may be Securities (a “"Demand Registration”"). Any demand , (ii) on or after December 10, 2002, Purchasers owning, individually or in the aggregate, at least the Requisite Shares may make up to two Demands for a Demand Registration and (iii) after an Initial Public Equity Offering, GPII and GPII-A, collectively, may make one Demand if GPII and GPII-A have collectively purchased $20,000,000 in Senior Common Stock pursuant to the Subscription Agreement and may make one additional Demand if GPII and GPII-A have collectively purchased $40,000,000 in Senior Common Stock pursuant to the Subscription Agreement. Any such Demand will specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Subject to the other provisions of this Section 2.1, the Company shall give written notice of such Demand within 10 days after the receipt thereof to all other Holders. Within 30 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration, and the Company shall include in the Demand Registration the Registrable Securities of any such selling Holder requested to be so included. Each such request by such other selling Holders shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) method of distribution disposition thereof. The Upon a Demand, the Company will notify (y) prepare, file and use its commercially reasonable efforts to cause to become effective within 90 days of such Demand a Registration Statement in respect of all holders of the Registrable Securities which Holders request for inclusion therein; provided that if such Demand occurs during a Black Out Period or a period (not to exceed 180 days) during which the Company is prohibited or restricted from issuing or selling Common Stock pursuant to any underwriting or purchase agreement relating to an underwritten public offering of Common Stock or securities convertible into or exchangeable for Common Stock under Rule 144A or registered under the Securities Act or any agreement with a securityholder of the demandCompany exercising registration rights (a "Lock Up Period"), and each holder of Registrable Securities who wishes the Company shall not be required to include all or a portion notify the Holders of such holder’s Registrable Securities Demand or file such Registration Statement prior to the end of the Black Out Period or Lock Up Period, as the case may be, in the Demand Registration (each such holder including shares of Registrable Securities in such registrationwhich event, a “Demanding Holder”) shall so notify the Company within fifteen (15) will use its commercially reasonable efforts to cause such Registration Statement to become effective no later than 90 days after the receipt by the holder end of the notice from Black Out Period or Lock Up Period, as the Company. Upon any case may be, and (z) keep such request, Registration Statement effective for the Demanding Holders shall be entitled to have their shorter of (a) 180 days (the "Effectiveness Period") and (b) such period of time as all of the Registrable Securities included in such Registration Statement have been sold thereunder. Notwithstanding anything set forth in the immediately preceding sentence, the Company may (I) postpone the filing period, suspend the effectiveness of any registration, suspend the use of any Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference (other than an effective registration statement being used for an underwritten offering) in the event that, and for a period, in the case of any particular Demand Registration, subject not 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 exceed an aggregate of one 90 days (1"Black Out Period") Demand if (i) an event or circumstance occurs as a result of which the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented would, in the Company's good faith judgment, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under this Section 2.1.1 which they were made, not misleading, and (ii) the Company determines in respect its good faith judgment that (A) the disclosure of all Registrable Securities. Additionallysuch event at such time would have a material adverse effect on the business, operations or prospects of the Company or (B) the disclosure otherwise relates to a material business transaction or any other material matter, which has not yet been publicly disclosed; provided, further, that, if the effectiveness of any Registration Statement is suspended as a result of a Black Out Period, the right Effectiveness Period shall be extended by the number of days in any Black Out Period and (II) at any time prior to an Initial Public Equity Offering by the Company, postpone the filing of one Demand Registration, by giving written notice thereof to all Holders, for a Demand period not to exceed an aggregate of 180 days ("Postponement Period"); provided, that at the end of the Postponement Period the Company will use its commercially reasonable efforts to cause a Registration set forth under this Section 2.1.1 Statement with respect to the all Registrable Securities shall terminate on of Holders electing to participate in such Demand Registration to become effective within 90 days after the fifth anniversary end of the Effective DatePostponement Period. In the event of the occurrence of any Black Out Period during an Effectiveness Period or Lock Up Period, the Company will promptly notify the Holders of Registrable Securities thereof 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 Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) Warrants or (ii) three months prior to the Release Date with respect to all other Registrable Securities, but prior to the five-year anniversary of the effective date of the Company’s Form S-1 Registration Statement (File No. 333-[●]) (the “Effective Date”), (a) with respect to clause (i) the holders of a majority of the Private Warrants and (b) with respect to clause (ii) the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the InvestorsInitial Shares, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Warrants or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after the Closing Date of the Business Combination, either (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, Securities held by the Investors, officers or directors of the Company Investors or their affiliates, or the transferees of the Investors, or (ii) the Sponsor Group or its affiliates or transferees, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their the Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. AdditionallyFor the avoidance of doubt, each of (a) the right holders of a majority-in-interest of the Registrable Securities held by the Investors, and (b) the Sponsor Group, are permitted to a exercise one Demand Registration set forth under pursuant to this Section 2.1.1 with respect to the their respective Registrable Securities shall terminate on the fifth anniversary of the Effective DateSecurities.

Request for Registration. At Subject to and in accordance with this Agreement, at any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesDate, the holders of a majority-in-interest at least 50% of the Registrable Securities, as the case may be, Securities held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”"DEMAND REGISTRATION"). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all other holders of Registrable Securities and Deutsche Bank Securities Inc. (so long as Deutsche Bank Securities Inc. shall hold Registrable Securities as defined in the DBSI Registration Rights Agreement) of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”"DEMANDING HOLDER") shall so notify the Company in writing within fifteen (15) days after the receipt by the holder of the notice from the Company. An election by Deutsche Bank Securities Inc. to become a Demanding Holder hereunder shall be deemed an exercise of its demand right pursuant to the DBSI Registration Rights Agreement. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect each of Release Date I as it relates to the Private Units (or underlying shares of Common Stock) Founder Shares and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior Release Date II as it relates to the Release Date with respect to all other Registrable Warrant Securities, as applicable, the holders of a majority-in-interest of the Registrable Founder Shares or the Warrant Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares and type of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demanddemand within ten (10) days from the receipt of the Demand Registration, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations with respect to the Founder Shares and two (2) Demand Registrations with respect to the Warrant Securities under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after the date that is (i) the date that after the Company consummates a Business Combination business combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesSecurities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of a majority-in-interest of the such Insider Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Insider Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”"DEMAND REGISTRATION"). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”"DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) is three months prior to the Release Date with respect to all other Registrable SecuritiesDate, the holders of a majority-in-interest of the Registrable SecuritiesInsider Securities or the Initial Shares, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration Registration under the Securities Act of all or part of their Registrable SecuritiesInsider Securities or the Initial Shares, as the case may be (a “Demand Registration”); provided, however, that the holders of a majority-in-interest of the Initial Shares can make a Demand Registration no earlier than the Release Date for the Release Date of any time following the consummation of a Business Combination that the last sale’s price of the Company’s shares of Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 day trading period and the holders of a majority-in-interest of the Insider Securities can make a Demand Registration no earlier that the consummation of a Business Combination for the Release Date of 90 days after the consummation of a Business Combination. Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of such Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationRegistration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination Combination, with respect to the Private Units (or underlying shares of Common Stock) Sponsor’s Shares and Over-Allotment Units (or underlying shares of Common Stock) Working Capital Shares or (ii) three months prior to the Release Date Date, with respect to all other Registrable Securities, the holders of a majority-in-interest of the such Sponsor’s Shares, Working Capital Shares or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Sponsor’s Shares, Working Capital Shares or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units Warrants (or underlying shares of Common Stock) Ordinary Shares), Private Shares and Over-Allotment Units (or underlying shares of Common Stock) Loan Securities, or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the such Private Warrants (or underlying Ordinary Shares), Private Shares or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Warrants (or underlying Ordinary Shares), Private Shares or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common StockStock and Warrants) and Over-Allotment Working Capital Units (or underlying shares of Common StockStock and Warrants) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the such Private Units (or underlying shares of Common Stock and Warrants), Working Capital Units (or underlying shares of Common Stock and Warrants) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Units (or underlying shares of Common Stock and Warrants), Working Capital Units (or underlying shares of Common Stock and Warrants) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect each of Release Date I as it relates to the Private Units (or underlying 2,875,000 shares of Common Stock) , which will not be before one year from the consummation of the initial Business Combination, and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior Release Date II as it relates to the Release Date with respect to all other Registrable Warrant Securities, which will not be before the business day following the consummation of the initial Business Combination, as applicable, the holders of a majority-in-interest of the Registrable 2,875,000 shares of Common Stock or the 3,000,000 Warrant Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares and type of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demanddemand within ten (10) days from the receipt of the Demand Registration, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationDemand Registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations with respect to the 2,875,000 shares of Common Stock and two (2) Demand Registrations with respect to the Warrant Securities under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to In no event shall a Demand Registration set forth under this Section 2.1.1 registration statement that has been filed with respect to the Registrable Warrant Securities shall terminate on be declared effective until the fifth anniversary of the Effective DateCompany has completed its initial Business Combination.

Request for Registration. At If at any time and from time after the closing date of an initial Public Offering, any Equity Securities are proposed to time on be sold or after (i) disposed, either for the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors account of the Company or their affiliatesfor the account of a security holder or holders, in a Public Offering (other than in connection with any exchange offer, a registration relating solely to the sale of Securities to participants in a Company stock plan, or an offering of securities solely to the transferees Company's existing security holders), the Company shall (a) promptly give to each Rights Holder with rights remaining under this Section 4.2 notice of such proposed offering, including a description of the Investorssecurities to be offered, may make a written demandstatement of the anticipated number and dollar amount of securities to be offered, on no more than two occasionsidentifying any proposed underwriter or representative of the underwriters, for registration and describing the proposed method of distribution (including, without limitation, a list of the jurisdictions in which the Company intends to attempt to register or qualify such securities under applicable state securities law) and the Securities Act anticipated timing of all or part of their Registrable the offering, and (b) include in the appropriate Registration Statement covering such Equity Securities, as and in any underwriting relating thereto, all of the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(sspecified in a written request made by any Rights Holder with rights remaining under this Section 4.2 (a "Piggy-Back Registration") of distribution thereof. The Company will notify all holders of Registrable Securities within thirty (30) days after receipt of the demandnotice of the proposed offering, and each holder except as set forth below in this Section. If the registration pursuant to this Section involves an Underwritten Public Offering, all of Registrable Securities who wishes the Rights Holder proposing to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including distribute shares of Registrable Securities in through such registration, a “Demanding Holder”Underwritten Public Offering (the "Selling Holders") shall so notify and the Company within fifteen (15) days after shall enter into an underwriting agreement in customary form with the receipt by the holder underwriter or representative of the notice from underwriters named in the Company. Upon any such request, the Demanding Holders shall be entitled 's notice given pursuant 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 one (1) Demand Registration under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective DateSection.

Request for Registration. At any time and from time to time ------------------- ------------------------ on or after the earlier of (i1) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) 140th day following an Initial Public Equity Offering or (ii2) three months prior to the Release Date with respect to all other Registrable Securities, the holders occurrence of a majority-in-interest of Triggering Event, Holders owning, individually or in the Registrable Securitiesaggregate, as at least the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Requisite Shares may make up to two written requests (a written demand, on no more than two occasions, "Demand") for registration under the Securities Act of all or part of ------ their Registrable Securities, as Securities (a "Demand Registration"); provided that (i) it ------------------- -------- shall not be necessary to exercise any Warrants except in connection with a sale of the case underlying Registrable Securities and (ii) no Demand may be (a “Demand Registration”)made to register Registrable Securities constituting or underlying Series B Warrants prior to the Triggering Event with respect to such Registrable Securities. Any demand for a such Demand will specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Subject to the other provisions of this Section 2.1, the Issuer shall give written notice of such Demand within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration and the Issuer shall include in the Demand Registration the Registrable Securities of any such selling Holder requested to be so included. Each such request by such other selling Holders shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) method of distribution disposition thereof. The Company Upon a Demand, the Issuer will notify (i) prepare and file within 45 days of such Demand and use its reasonable best efforts to cause to become effective within 90 days of such filing a Registration Statement in respect of all holders of the Registrable Securities which Holders request for inclusion therein; provided that if such Demand occurs during a Black Out Period (as defined below) -------- or a period (not to exceed 180 days) during which the Issuer is prohibited or restricted from issuing, selling or registering Common Stock pursuant to any underwriting or purchase agreement relating to an underwritten public offering of Common Stock or securities convertible into or exchangeable for Common Stock under Rule 144A or registered under the Securities Act or any agreement with a securityholder of the demandIssuer exercising registration rights pursuant to the agreements set forth in Schedule 1 attached hereto (a "Lock-Up ---------- ------- Period"), and each holder the Issuer shall not be required to file such Registration Statement ------ prior to the end of Registrable Securities who wishes the Black Out Period or Lock-Up Period, as the case may be, in which event, the Issuer will use its best efforts to include all or a portion cause such Registration Statement to become effective no later than the later of (a) 180 days after such holder’s Registrable Securities in the Demand Registration Demand, (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”b) shall so notify the Company within fifteen (15) 90 days after the receipt by the holder end of the notice from Black Out Period or Lock-Up Period or (c) the Company. Upon any such requestdate that would otherwise apply under this clause (i) above, as the case may be; provided, further, that in the case of a Lock-Up Period under an -------- ------- underwriting agreement for the Initial Public Equity Offering, the Demanding Holders foregoing proviso shall be entitled to have their not otherwise delay the Issuer's obligations hereunder and (ii) keep such Registration Statement effective for the shorter of (a) 60 days and (b) such period of time as all of the Registrable Securities included in such Registration Statement have been sold thereunder (the "Effectiveness Period"). -------------------- Notwithstanding anything set forth in the immediately preceding sentence, the Issuer may postpone the filing period, suspend the effectiveness of any registration, suspend the use of any Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference (other than an effective registration statement being used for an underwritten offering) in the event that, and for a period, in the case of any particular Demand Registration, subject not 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 exceed an aggregate of one 60 days (1"Black Out Period") Demand if (i) an event or circumstance occurs ---------------- and is continuing as a result of which the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented would, in the Issuer's good faith judgment, based on advice of qualified counsel, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under this Section 2.1.1 which they were made, not misleading, and (ii)(A) the Issuer determines in respect its good faith judgment that the disclosure of all Registrable Securities. Additionallysuch event at such time would have a material adverse effect on the business, operations or prospects of the Issuer or (B) the disclosure otherwise relates to a material business transaction which has not yet been publicly disclosed; provided, further that, if the effectiveness of any Registration Statement is -------- ------- suspended as a result of a Black Out Period, the right to a Demand Registration set forth under this Section 2.1.1 Effectiveness Period shall be extended by the number of days in any Black Out Period. Any suspension with respect to the Registration Statement shall not be limited in the aggregate (other than as set forth above), but each such Black Out Period shall continue only for as long as reasonably necessary, in the good faith judgment of the Issuer, to avoid the circumstances described in clauses (i) and (ii) above or to amend the Registration Statement or supplement the Prospectus to comply with the requirements of the Securities Act. In the event of the occurrence of any Black Out Period during an Effectiveness Period or Lock-Up Period, the Issuer will promptly notify the Holders of Registrable Securities shall terminate on the fifth anniversary of the Effective Datethereof 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 each of Release Date I as it relates to the Private Units (or underlying shares of Common Stock) Founder Shares and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior Release Date II as it relates to the Release Date with respect to all other Registrable Warrant Securities, as applicable, the holders of a majority-in-interest of the Registrable Founder Shares or the Warrant Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares and type of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demanddemand within ten (10) days from the receipt of the Demand Registration, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations with respect to the Founder Shares and two (2) Demand Registrations with respect to the Warrant Securities under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to In no event shall a Demand Registration set forth under this Section 2.1.1 registration statement that has been filed with respect to the Registrable Warrant Securities shall terminate on be declared effective until the fifth anniversary of the Effective DateCompany has completed its initial Business Combination.

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 (i) Holders holding in the date that the Company consummates a Business Combination with respect to the Private Units (aggregate 50% or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest more of the Registrable Securities, as the case may be, held by the Investors, officers shares or directors other units of the Company or their affiliates, or the transferees of the Investors, Restricted Stock then outstanding may make a written demand, on no more than two occasions, request for registration under the Securities Act of all or part of its or their Registrable Securities, as the case may be Restricted Stock pursuant to this Section 2 (a “Demand Registration”), provided that the number of shares or other units of Restricted Stock proposed to be sold or distributed pursuant to such registration shall be equal to 20% 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 10% 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). Any demand 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 of disposition thereof. Within 10 business days after receipt of such request, the Company will give written notice of such registration request to all other Holders of Restricted Stock, if any, and include in such registration all Restricted Stock with respect to which the Company has received written requests for a Demand Registration shall 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 other units of Registrable Securities proposed Restricted Stock to be sold registered and the intended method(s) method of distribution disposition thereof. The Company will notify all holders No party other than a Holder shall be permitted to include securities in any Demand Registration unless the Holder or Holders of Registrable Securities a majority of the demand, and each holder shares or other units of Registrable Securities who wishes Restricted Stock to include all or a portion of such holder’s Registrable Securities be included therein shall have consented thereto in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one (1) Demand Registration under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Datewriting.

Request for Registration. At any time and from time to time on or after the Closing Date of the Business Combination, either (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, Securities held by the Investors, officers or directors of the Company Investors or their affiliates, or the transferees of the Investors, or (ii) the Sponsor Group or its affiliates or transferees, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their the Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one three (13) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, provided that if the right Registrable Securities sought to a be included in the Registration pursuant to this Section 2.1.1 are not fully included in such Registration for any reason other than solely due to the action or inaction of the Investors including Registrable Securities in such Registration, such Registration shall not be deemed to constitute an Demand Registration set forth under pursuant to this 2.1.1. 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 Sponsor Group, are permitted to exercise at least one Demand Registration pursuant to this Section 2.1.1 with respect to the their respective Registrable Securities shall terminate on the fifth anniversary of the Effective DateSecurities.

Request for Registration. At any time from and from after the Closing Date, each time to time on or after (i) the date that the Company consummates proposes to file a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of all its security holders of any class of equity security (other than (A) a registration statement on Form S-4 or part S-8 (or any substitute form that is adopted by the Commission) or (B) a registration statement filed in connection with an exchange offer or offering of their securities solely to the Company's existing security holders), the Company shall give written notice of such proposed filing to the Holders of Registrable SecuritiesSecurities as soon as practicable (but in no event less than ten business days before the anticipated filing date), as and such notice shall offer such Holders the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the opportunity to register such number of shares of Registrable Securities proposed as each such Holder may request (which request shall specify the Registrable Securities intended to be sold disposed of by such Holder and the intended method(smethod of distribution thereof) (a "Piggy-Back Registration"). The Company shall use reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any other similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. The Company will notify all holders Any Holder shall have the right to withdraw its request for inclusion of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s its Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”any registration statement pursuant to this Section 9.4(a) shall so notify by giving written notice to the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1withdrawal. The Company shall not be obligated to effect more than an aggregate of one (1) Demand may withdraw a Piggy-Back Registration under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect at any time prior to the time it becomes effective, provided that the Company shall give immediate notice of such withdrawal to the Holders of Registrable 14 Securities shall terminate on the fifth anniversary of the Effective Daterequested to be included in such Piggy-Back Registration.

Request for Registration. At any time and from time to time on or after the Closing Date of the Business Combination, either (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, Securities held by the Investors, officers or directors of the Company Investors or their affiliates, or the transferees of the Investors, (ii) the Sponsor or its affiliates or transferees and/or (iii) Roivant Sciences Ltd. or its affiliates or transferees, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their the Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. AdditionallyFor the avoidance of doubt, each of (a) the right holders of a majority-in-interest of the Registrable Securities held by the Investors, (b) the Sponsor and (c) Roivant Sciences Ltd. are permitted to exercise a Demand Registration set forth under pursuant to this Section 2.1.1 with respect to the their respective Registrable Securities shall terminate on the fifth anniversary of the Effective DateSecurities.

Request for Registration. At any time and from time Subject to time on or after Section 9 hereof, if Investors holding not less than 50% of the Registrable Securities submits a written request (ia “Demand Notice”) to the date Company that the Company consummates a Business Combination register Registrable Securities under and in accordance with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”), then, the Company shall (i) within 5 business days after the date of receipt of such notice (the “Demand Filing Date”), give written notice of the proposed registration to all other Investors; and (ii) as soon as practicable, use its reasonable efforts to effect such registration as may be so requested and 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 Investors joining in such request as are specified in written requests received by the Company within 20 days after the date the Company mails the written notice referred to in clause (i) above. Any demand for If a Demand Registration shall specify is an Underwritten Offering and the managing underwriters advise the Company in writing that in their opinion the number of shares Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities proposed to and other securities, if any, which can be sold and in an orderly manner in such offering within a price range acceptable to the intended method(s) Investors holding a majority of distribution thereof. The the Registrable Securities initially requesting registration, the Company will notify all holders include in such registration prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective Investors thereof on the basis of the demand, and each holder amount of Registrable Securities who wishes to include all or owned by each such Investor. Without the written consent of Investors holding a portion majority of such holder’s the Registrable Securities in at the Demand Registration (each such holder including shares time of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject no securities may be registered pursuant 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) such Demand Registration under this Section 2.1.1 in respect of all other than Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) is three months prior to the applicable Release Date with respect to all other the Registrable Securities, the holders Holders of a majority-in-interest interest, on an as-converted to Common Stock basis, of the such Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Securities may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable SecuritiesSecurities (such demand, as the case may be (a “Demand Registration”); provided that any Registration Statement filed with the Commission with respect to a Demand Registration shall not be declared effective before the applicable Release Date. Any demand for a Demand Registration shall specify the class and number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will promptly notify all holders of Registrable Securities Holders of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holderHolder’s Registrable Securities in the Demand Registration (each such holder Holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company in writing within fifteen (15) 10 days after the receipt by the holder Holder of the notice from the Company. Upon receipt by the Company of any such requestnotice, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 Sections 2.1(d) and the provisos set forth in Section 3.1.12.1(f). The Company shall not be obligated to effect more than an aggregate of one (1) two Demand Registration under this Section 2.1.1 Registrations in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after the date that is (i) the date that after the Company consummates a Business Combination business combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units Founder Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesSecurities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of a majority-in-interest of the such Founder Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Founder Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one three (13) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after the earlier of (ix) April 1, 2008 and (y) the date that the Company consummates a Business Combination with respect to the Private Units is ninety (or underlying shares of Common Stock90) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months days prior to the Release Date with respect to all other Registrable SecuritiesDate, (i) the holders of a majority-in-interest of the Registrable Securities, as the case may be, Securities held by the Investors, officers or directors of the Company or their affiliates, Spire Investors or the transferees of the Spire Investors, or (ii) the holders of a majority-in-interest of the Registrable Securities held by the Wachovia Investor or the transferees of the Wachovia Investor may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demanddemand (together with all holders of Registrable Securities under the Existing Registration Rights Agreement), and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Spire Investors and the Wachovia Investor shall each be entitled to require the Company shall not be obligated to effect more than an aggregate of one (1) Demand Registration under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At Subject to Section 2.4, at any time and from time to time on or after (i) the date that one (1) month anniversary of the Company consummates a Business Combination Closing Date with respect to the Private Units (or underlying shares of Common StockCompany Shares) and Over-Allotment or Working Capital Units (or underlying shares of Common Stock) or Company Shares), (ii) three months prior to the Release Date with respect to all other Registrable SecuritiesInitial Shares or (iii) nine months after the Closing date with respect to the Merger Consideration Shares, the holders of a majority-in-interest majority of all of the Existing Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Securities or the transferees of the InvestorsMerger Consideration Shares, calculated on an as-converted to Company Shares basis, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be be, that are not currently registered (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all other holders of Registrable Securities of the demanddemand within twenty (20) days following receipt of any request for a 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 demanding to include shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than two (2) Demand Registration in any one (1) year period or more than an aggregate of three (3) Demand Registrations for any Registrable Securities under this Section 2.1.1 except that Escrow Shares that are then Registrable Securities following their release to their holders may have one (1) Demand Registration under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective DateRegistration.

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 Over-Allotment Units (or underlying shares of Common Stock) or (ii) is three months prior to the Release Date with respect to all other any Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees Permitted Transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration Registration under the Securities Act of all or part of their Registrable Securities, as Securities provided that the case may estimated market value of Registrable Securities to be so registered thereunder is at least $ in the aggregate (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationRegistration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. The Company may include in such registration additional securities of the class or classes of the Registrable Securities to be registered thereunder, including securities to be sold for the Company’s own account or the account of persons who are not holders of Registrable Securities. Upon receipt by the Company of any such requestnotice, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. AdditionallyIn addition, the right Company shall not be required to file a Registration Statement for a Demand Registration set forth under at any time during the 12-month period following the effective date of another Registration Statement filed pursuant to this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date2.1.

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 each of Release Date I as it relates to the Private Units (or underlying 1,125,000 shares of Common Stock) Stock and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior Release Date II as it relates to the Release Date with respect to all other Registrable Warrant Securities, as applicable, the holders of a majority-in-interest of the Registrable 1,125,000 shares of Common Stock or Warrant Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, Investors or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares and type of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demanddemand within ten (10) days from the receipt of the Demand Registration, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations with respect to the 1,125,000 shares of Common Stock and two (2) Demand Registrations with respect to the Warrant Securities under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to In no event shall a Demand Registration set forth under this Section 2.1.1 registration statement that has been filed with respect to the Registrable Warrant Securities shall terminate on be declared effective until the fifth anniversary of the Effective DateCompany has completed its initial Business Combination.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Date, any holder of Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Securities may make a written demand, on no more than two occasions, demand for registration (a “Demand”) under the Securities Act of all or part of their its Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Each Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demandDemand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company, which notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. 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 one (1) Demand Registration effect, under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a (a) any Demand Registration set forth under this Section 2.1.1 unless (i) the holders of Registrable Securities making Demands propose to sell an aggregate of at least (x) $5,000,000 of Registrable Securities (based on a closing price of the securities in the principal trading market for the securities on a date within thirty (30) days prior to the date of the initial Demand) and (y) 1% of the Company’s outstanding securities and (ii) at least 20% of the Registrable Securities are proposed to be registered in such Demand Registration, or (b) more than (x) one Demand Registration during any consecutive nine (9) month period or (y) an aggregate of two (2) Demand Registrations. The Company may include in any Demand Registration additional shares of Common Stock for sale for its own account or for the account of any other Person who has been granted piggyback registration rights. If the Company receives conflicting instructions, notices or elections from two (2) or more Persons with respect to the same Registrable Securities shall terminate on Securities, then the fifth Company may act upon the basis of the instructions, notice or election received from the registered owner of such Registrable Securities. No Investor may request a Demand Registration pursuant to this Section 2.1 at any time after the seventh (7th) anniversary of the Effective Release Date.

Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common StockSecurities) and Over-Allotment Working Capital Units (or underlying shares of Common StockSecurities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities, (i) the holders of a majority-in-interest of the such Private Units (or underlying Securities), Working Capital Units (or underlying Securities) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, or (ii) Cantor Xxxxxxxxxx & Co. or its designees (“Cantor”), may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Private Units (or underlying Securities), Working Capital Units (or underlying Securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one three (13) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, Securities including the right to a one (1) Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary behalf of the Effective DateCantor.

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 Over-Allotment Units (or underlying shares of Common Stock) 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 (the “Effective Date”) with respect to the Placement Warrants, the holders of a majority-in-interest of the such Founder Shares, Representative Shares, Placement Shares, Placement Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand, on no more than two occasions, demand for registration Registration under the Securities Act of all or part of their Founder Shares, Representative Shares, Placement Shares, Placement Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationRegistration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.

Request for Registration. At any time and from time to time on or after the date that is (i) in the date that case of the Insider Warrants (or underlying Ordinary Shares), after the Company consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock) or (ii) in the case of the Initial Securities (or underlying Shares and Warrants), three months prior to the Release Date with respect to all other Registrable SecuritiesDate, the holders of a majority-in-interest of the such Insider Warrants (or underlying Ordinary Shares), Initial Securities (or underlying Shares and Warrants) or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions, demand for registration under the Securities Act of all or part of their Insider Warrants (or underlying Ordinary Shares), Initial Securities or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities. Additionally, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall terminate on the fifth anniversary of the Effective Date.