Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Board" means the Board of Directors of the Company. "Blackout Period" has the meaning given to such term in Section 2.1(e) of this Agreement. "Business Combination" means the Company's initial business combination, as such term is described in the Company's Amended and Restated Certificate of Incorporati

Section 1.2 — Interpretation In this Agreement, unless the context otherwise requires: (a) the headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement; (b) the words "include," "includes," and "including" when used herein shall be deemed to be followed by the phrase "without limitation," and shall not be construed to limit an

ARTICLE II — REGISTRATION RIGHTS

Section 2.1 — Demand Registration (a) Demand Right. At any time and from time to time after the expiration of the applicable Lock-Up Period with respect to the applicable Registrable Securities, the Holders of a majority-in-interest of the then-outstanding Registrable Securities held by all Holders may make a written demand upon the Company for registration under the Securities Act of all or any part of such Holders'

Section 2.2 — Shelf Registration (a) Shelf Registration Statement. At any time the Company is eligible to use Form S-3 (or any successor form thereto), any demand made by the Holders pursuant to Section 2.1 may request a shelf registration statement on Form S-3 (a "Shelf Registration Statement") that provides for the resale of the Registrable Securities from time to time on a delayed or continuous basis pursuant to R

Section 2.3 — Piggyback Registration (a) Right to Piggyback. If, at any time after the Effective Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities of the Company, whether for the Company's own account or for the account of any stockholder of the Company (other than (i) a registration statement on Form S-4, Form S-8, or any successor f

Section 2.4 — Reduction of Offering; Priority; Cutbacks (a) Underwriter Cutback. If the managing underwriter or underwriters of a proposed offering advise the Company and the Holders that the total number of Registrable Securities and other securities proposed to be included in such registration exceeds the number that can be sold in such offering without materially and adversely affecting the price, timing, or distr

Section 2.5 — Withdrawal (a) Withdrawal from Piggyback Registration. Any Holder of Registrable Securities who has included Registrable Securities in a Piggyback Registration pursuant to Section 2.3 may withdraw all or any portion of such Holder's Registrable Securities from such Piggyback Registration at any time prior to the effectiveness of the applicable Registration Statement by delivering written notice of such

Section 2.6 — Registrations on Form S-1 and Form S-3 (a) Selection of Form. Demand Registrations pursuant to Section 2.1 may be effected on Form S-1 or, when the Company has become eligible to use Form S-3, on Form S-3, at the election of the Holders of a majority-in-interest of the Registrable Securities to be included in such Demand Registration. (b) Election of Form S-3. If the Company becomes eligible for the use

ARTICLE III — REGISTRATION PROCEDURES

Section 3.1 — Company Obligations In connection with any registration of Registrable Securities pursuant to this Agreement, the Company shall use its commercially reasonable efforts to effect and facilitate such registration and the sale and distribution of the Registrable Securities covered thereby, and in furtherance thereof shall: (a) Preparation and Filing. Prepare and file with the Commission a Registration Stat

Section 3.2 — Holder Obligations Each selling Holder shall, in connection with any registration of Registrable Securities pursuant to this Agreement: (a) Information. Furnish to the Company in writing such information regarding such Holder, its Registrable Securities, and the intended method of disposition of such Registrable Securities as shall be reasonably required by the Company in order to effect or maintain the

Section 3.3 — Suspension of Sales (a) Suspension Upon Blackout Notice. Upon receipt of written notice from the Company of the commencement of a Blackout Period pursuant to Section 2.1(e), each Holder shall immediately discontinue any disposition of Registrable Securities pursuant to the applicable Registration Statement until such Holder receives: (i) copies of a supplemented or amended prospectus or prospectus suppl

ARTICLE IV — REGISTRATION EXPENSES

Section 4.1 — Company Expenses All fees, costs, and expenses incurred in connection with any Demand Registration, Piggyback Registration, or Shelf Registration (collectively, "Registration Expenses") shall be borne by the Company, regardless of whether any Registration Statement is filed or becomes effective. Such Registration Expenses shall include, without limitation: (a) all registration and filing fees with the C

Section 4.2 — Selling Expenses Notwithstanding Section 4.1, each selling Holder shall bear and pay, and the Company shall not be responsible for: (a) all underwriting discounts, selling commissions, and stock transfer taxes applicable to the Registrable Securities sold by such Holder in any offering pursuant to a Registration Statement filed hereunder; and (b) all fees and disbursements of any legal counsel or other

ARTICLE V — INDEMNIFICATION AND CONTRIBUTION

Section 5.1 — Indemnification by the Company The Company shall indemnify, defend, and hold harmless, to the fullest extent permitted by law, each selling Holder, its officers, directors, members, managers, partners, employees, agents, and representatives, and each person, if any, who controls such Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each of the foregoing, a

Section 5.2 — Indemnification by Holders Each selling Holder shall, severally and not jointly, indemnify, defend, and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, agents, and representatives, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all

Section 5.3 — Notification (a) Prompt Notice. Any person entitled to indemnification hereunder (the "Indemnified Party") shall promptly notify the party from which indemnification is sought (the "Indemnifying Party") in writing upon becoming aware of any claim, action, suit, proceeding, or investigation for which indemnification may be sought under this Article V (a "Claim"); provided, however, that the failure of th

Section 5.4 — Contribution (a) Contribution Obligation. If the indemnification provided for in Sections 5.1 and 5.2 is unavailable to, or insufficient to hold harmless, an Indemnified Party in respect of any Losses referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Lo

ARTICLE VI — COVENANTS AND OTHER AGREEMENTS

Section 6.1 — Rule 144 Reporting (a) With a view to making available to the Holders the benefits of Rule 144 under the Securities Act (or any similar rule or regulation of the Commission that may at any time permit a Holder to sell securities of the Company to the public without registration under the Securities Act) and other rules and regulations of the Commission that may at any time permit the sale of Registrable

Section 6.2 — Lock-Up Acknowledgment (a) Each Holder acknowledges and agrees that the Registrable Securities held by such Holder (or in which such Holder has a direct or indirect interest) are subject to the transfer restrictions and lock-up provisions set forth in (i) that certain Letter Agreement, dated as of January 19, 2022, by and among the Company, the Sponsor, and the other parties thereto (the "Insider Letter

Section 6.3 — No Inconsistent Agreements (a) The Company shall not, on or after the date of this Agreement, enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders under this Agreement, or that would grant to any person or entity registration rights that are senior to or inconsistent with those granted under this Agreement, without the prior written consent

Section 6.4 — Trust Account Waiver (a) Each Holder acknowledges that the Company has established the Trust Account at Atlantic Seaboard Trust Company, N.A. for the benefit of the Company's public stockholders in accordance with the Investment Management Trust Agreement dated January 19, 2022, and that the Company may disburse monies from the Trust Account only in the circumstances described in the Company's Amended a