Exhibit 10.5


 


REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT


 


THIS REGISTRATION AND STOCKHOLDER RIGHTS
AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Digital
Transformation Opportunities Corp., a Delaware corporation (the “Company”), Digital Transformation Sponsor
LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder
on the signature page hereto (each such party, together with the Sponsor, and any person or entity who hereafter becomes a
party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively
the “Holders”).


 


RECITALS


 


WHEREAS,
the Company and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of January 8, 2021,
pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares (the “Founder Shares”) of the
Company’s Class B common stock, par value $0.0001 per share;


 


WHEREAS,
the Sponsor has agreed to transfer an aggregate of 225,000 Founder Shares to the other Holders;


 


WHEREAS,
up to an aggregate of 937,500 Founder Shares are subject to forfeiture by the Sponsor if the over-allotment option in connection
with the Company’s initial public offering is not exercised in full;


 


WHEREAS,
the Founder Shares are convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (the
 “Common Stock”), at the time of the initial Business Combination (as defined below) on a one-for-one
basis, subject to adjustment, on the terms and conditions provided in the Company’s amended and restated certificate of incorporation,
as may be amended from time to time;


 


WHEREAS,
on [●], 2021, the Company and the Sponsor entered into that certain Private Placement Warrant Purchase Agreement, pursuant
to which the Sponsor agreed to purchase 5,000,000 warrants (or up to 5,500,000 warrants if the over-allotment option in connection
with the Company’s initial public offering is exercised in full) (together with all other warrants issued by the Company
to the Sponsor on substantially the same terms, the “Private Placement Warrants”), in a private placement
transaction occurring simultaneously with the closing of the Company’s initial public offering, each Private Placement Warrant
entitling the holder to purchase one share of Common Stock at an exercise price of $11.50 per share; and


 


WHEREAS,
the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain
registration rights with respect to certain securities of the Company, as set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual representations, covenants and agreements contained herein, and certain other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:


 


ARTICLE I

DEFINITIONS


 


1.1 Definitions. The terms defined
in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief
Executive Officer or any principal financial officer of the Company, after consultation with counsel to the Company, (i) would
be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus
not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained
therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were
made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed,
and (iii) the Company has a bona fide business purpose for not making such information public.


 






     


     


    

 


“Agreement” shall
have the meaning given in the Preamble.


 


“Board” shall
mean the Board of Directors of the Company.


 


“Block Trade”
shall have the meaning set forth in Section 2.5.


 


“Business Combination”
shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination
with one or more businesses, involving the Company.


 


“Commission” shall
mean the U.S. Securities and Exchange Commission.


 


“Common Stock”
shall have the meaning given in the Recitals hereto.


 


“Company” shall
have the meaning given in the Preamble.


 


“Demand Registration”
shall have the meaning given in subsection 2.1.1.


 


“Demanding Holder”
shall have the meaning given in subsection 2.1.1.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.


 


“Form S-1”
shall have the meaning given in subsection 2.1.1.


 


“Form S-3”
shall have the meaning given in subsection 2.3.


 


“Founder Shares”
shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion
thereof.


 


“Founder Shares Lock-Up Period”
shall mean, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the completion of the
Company’s initial Business Combination or (B) subsequent to the Business Combination, (x) if the last reported
sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the
Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital
stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the
right to exchange their shares of Common Stock for cash, securities or other property.


 


“Holders” shall
have the meaning given in the Preamble.


 


“Insider Letter”
shall mean that certain letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, and each of the Company’s
officers, directors and director nominees.


 


“Maximum Number of Securities”
shall have the meaning given in subsection 2.1.4.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration
Statement or Prospectus, or necessary to make the statements in a Registration Statement not misleading or, in the case of a Prospectus,
not misleading in the light of the circumstances under which they were made.


 


“Nominee” shall
have the meaning given in subsection 5.1.1.


 


“Permitted Transferees”
shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities
prior to the expiration of the Founder Shares Lock-Up Period or Private Placement Lock-Up Period, as the case may be, under the
Insider Letter and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.


 






     


     


    

 


 


“Piggyback Registration”
shall have the meaning given in subsection 2.2.1.


 


“Private Placement Lock-Up Period”
shall mean, with respect to Private Placement Warrants that are held by the initial purchasers of such Private Placement Warrants
or their Permitted Transferees, and any of the shares of Common Stock issued or issuable upon the exercise or conversion of the
Private Placement Warrants and that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees,
the period ending 30 days after the completion of the Company’s initial Business Combination.


 


“Private Placement Warrants”
shall have the meaning given in the Recitals hereto.


 


“Pro Rata” shall
have the meaning given in subsection 2.1.4.


 


“Prospectus” shall
mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable Security”
shall mean (a) the shares of Common Stock issued or issuable upon the conversion of any Founder Shares, (b) the Private
Placement Warrants (including any shares of the Common Stock issued or issuable upon the exercise of any such Private Placement
Warrants), (c) any outstanding shares of Common Stock or any other equity security (including the shares of Common Stock issued
or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement or
purchased in the IPO or at any time thereafter, (d) any equity securities (including the shares of Common Stock issued or
issuable upon the exercise of any such equity security) of the Company issuable upon conversion of any working capital loans in
an amount up to $2,000,000 made to the Company by a Holder, and (e) any other equity security of the Company issued or issuable
with respect to any such shares of Common Stock by way of a stock dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular
Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect
to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred,
disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred,
new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company
and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities
shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated
under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions
or limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution
or other public securities transaction.


 


“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the
requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration
statement becoming effective.


 


“Registration Expenses”
shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(A) all registration and filing fees
(including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any
securities exchange on which the Common Stock is then listed;


 


(B) fees and expenses of compliance
with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with
blue sky qualifications of Registrable Securities);


 


(C) printing, messenger, telephone
and delivery expenses;


 






     


     


    

 


(D) reasonable fees and disbursements
of counsel for the Company;


 


(E) reasonable fees and disbursements
of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and


 


(F) reasonable fees and expenses of
one (1) legal counsel selected by the Demanding Holder initiating a Demand Registration to be registered for offer and sale
in the applicable Registration.


 


“Registration Statement”
shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including
the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such
registration statement, and all exhibits to and all material incorporated by reference in such registration statement.


 


“Requesting Holder”
shall have the meaning given in subsection 2.1.1.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended.


 


“Sponsor” shall
have the meaning given in the Preamble.


 


“Sponsor Director”
means an individual elected to the Board that has been nominated pursuant to Section 5.1.


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering or Block Trade
and not as part of such dealer’s market-making activities.


 


“Underwritten Registration”
or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an
Underwriter in a firm commitment underwriting for distribution to the public.


 


ARTICLE II

REGISTRATIONS


 


2.1 Demand Registration.


 


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


 






     


     


    

 


2.1.2 Effective Registration. Notwithstanding
the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration
shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to
a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied
with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration
Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration
is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental
agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless
and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated and (ii) the Demanding Holder
initiating such Demand Registration thereafter affirmatively elects within five (5) days to continue with such Registration
and accordingly notifies the Company in writing of such election within such five (5)-day period; provided, further,
that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that
has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently
terminated.


 


2.1.3 Underwritten Offering. Subject
to the provisions of subsection 2.1.4 and Section 2.4 hereof, if the Demanding Holder so advises the Company
as part of its Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be
in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable
Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the
inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders
proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall
enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by
the Demanding Holder initiating the Demand Registration.


 


2.1.4 Reduction of Underwritten Offering.
If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises
the Company, the Demanding Holder and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable
Securities that the Demanding Holder and the Requesting Holders (if any) desire to sell, taken together with all other Common Stock
or other equity securities that the Company desires to sell and the Common Stock, if any, as to which a Registration has been requested
pursuant to separate written contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds
the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely
affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such
maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”),
then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding
Holder and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding
Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable
Securities that the Demanding Holder and Requesting Holders have requested be included in such Underwritten Registration (such
proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number
of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause
(i), the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum
Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clauses (i) and (ii), the Common Stock or other equity securities of other persons or entities that the Company
is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can
be sold without exceeding the Maximum Number of Securities.


 


2.1.5 Demand Registration Withdrawal.
The Demanding Holder initiating a Demand Registration or a majority-in-interest of the Requesting Holders (if any), pursuant to
a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration
for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their
intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission
with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything
to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a
Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.


 






     


     


    

 


2.2 Piggyback Registration.


 


2.2.1 Piggyback Rights. If, at any
time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration Statement
under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable
for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company
and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a
Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange
offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is
convertible into equity securities of the Company, (iv) for a dividend reinvestment plan, or (v) a Block Trade, then
the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable
but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe
the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of
the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable
Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing
within five (5) days after receipt of such written notice (such Registration, a “Piggyback Registration”).
The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use
its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable
Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the
same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other
disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders
proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall
enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by
the Company.


 


2.2.2 Reduction of Piggyback Registration.
If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith,
advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar
amount or number of the shares of Common Stock that the Company desires to sell, taken together with (i) the Common Stock,
if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities
other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been
requested pursuant to Section 2.2 hereof, and (iii) the Common Stock, if any, as to which Registration has been
requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds
the Maximum Number of Securities, then:


 


(a) If the Registration is undertaken
for the Company’s account, the Company shall include in any such Registration (A) first, the Common Stock or other equity
securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities
of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, Pro Rata,
which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (A) and (B), the Common Stock, if any, as to which Registration
has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can
be sold without exceeding the Maximum Number of Securities;


 


(b) If the Registration is pursuant
to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such
Registration (A) first, the Common Stock or other equity securities, if any, of such requesting persons or entities, other
than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities
of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, Pro Rata, which
can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (A) and (B), the Common Stock or other equity securities that the Company
desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Stock or other
equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written
contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.


 






     


     


    

 


2.2.3 Piggyback Registration Withdrawal.
Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever
upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw
from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect
to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal
by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission
in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection
with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.


 


2.2.4 Unlimited Piggyback Registration
Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted
as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.


 


2.3 Registrations on Form S-3.
The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to
Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale
of any or all of their Registrable Securities on Form S-3 or any similar short form registration statement that may be available
at such time (“Form S-3”); provided, however, that the Company shall not be obligated to effect
such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from
a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice
of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities
who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3
shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company.
As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written
request for a Registration on Form S-3, the Company shall register all or such portion of such Holder’s Registrable
Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder
or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however,
that the Company shall not be obligated to effect any such Registration pursuant to this Section 2.3 if (i) a
Form S-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders
of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities
and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000.


 


2.4 Restrictions on Registration Rights.
If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date
of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration
and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to
subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration
Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the Holders
are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the
Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential
to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a
certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental
to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing
of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than
thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month
period. Notwithstanding anything to the contrary contained in this Agreement, no Registration shall be effected or permitted and
no Registration Statement shall become effective, with respect to any Registrable Securities held by any Holder, until after the
expiration of the Founder Shares Lock-Up Period or the Private Placement Lock-Up Period, as the case may be.


 






     


     


    

 


2.5 Block Trades.


 


2.5.1 Notwithstanding any other
provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective
Form S-3 is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering
not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block
Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10
million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs
to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence
and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade;
provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block
Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in
order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the
Block Trade.


 


2.5.2 Prior to the filing of the applicable
 “red herring” prospectus or prospectus supplement used in connection with a Block Trade, any Demanding Holder initiating
such Block Trade shall have the right to submit a written notification to the Company and the Underwriter or Underwriters (if
any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company
shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this
subsection 2.5.2.


 


2.5.3 Notwithstanding anything to the contrary
in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement.


 


2.5.4 The Demanding Holder in a Block
Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable
nationally recognized investment banks).


 


ARTICLE III

COMPANY PROCEDURES


 


3.1 General Procedures. If at any
time on or after the date the Company consummates a Business Combination the Company is required to effect the Registration of
Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable
Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously
as possible:


 


3.1.1 prepare and file with the Commission
as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts
to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such
Registration Statement have been sold;


 


3.1.2 prepare and file with the Commission
such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be
reasonably requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules, regulations
or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations
thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement
are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;


 






     


     


    

 


3.1.3 prior to filing a Registration Statement
or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable
Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed
to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents
incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus),
and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal
counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;


 


3.1.4 prior to any public offering of Registrable
Securities, use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement
under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities
included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action
necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such
other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other
acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration
Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be
required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction
where it is not then otherwise so subject;


 


3.1.5 cause all such Registrable Securities
to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then
listed;


 


3.1.6 provide a transfer agent or warrant
agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;


 


3.1.7 advise each seller of such Registrable
Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission
suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose
and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop
order should be issued;


 


3.1.8 at least five (5) days prior to
the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus
or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish a copy thereof
to each seller of such Registrable Securities or its counsel;


 


3.1.9 notify the Holders at any time when
a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of
any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement,
and then to correct such Misstatement as set forth in Section 3.4 hereof;


 


3.1.10 permit a representative of the Holders,
the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s
own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees
to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with
the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality agreement,
in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;


 


3.1.11 in connection with such Registration,
including in the event of (i) an Underwritten Offering, (ii) a Block Trade, or (iii) a sale by a broker, placement
agent or sales agent (subject to broker, placement agent or sales agent providing such certification or representation reasonably
requested by the Company’s independent registered public accounts and the Company’s counsel), obtain a “cold
comfort” letter from the Company’s independent registered public accountants, in customary form and covering such matters
of the type customarily covered by “cold comfort” letters and reasonably satisfactory to a majority-in-interest of
the participating Holders and the managing Underwriter, if any, and the applicable broker, placement agent or sales agent, if any,
and;


 






     


     


    

 


3.1.12 in connection with such Registration,
including in the event of (i) an Underwritten Offering, (ii) a Block Trade, or (iii) a sale by a broker, placement
agent or sales agent, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion
and negative assurance letter, dated such date, of counsel representing the Company for the purposes of such Registration, addressed
to the Holders, the broker, placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with
respect to the Registration in respect of which such opinion is being given as the Holders, broker, placement agent, sales agent,
or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably
satisfactory to a majority in interest of the participating Holders;


 


3.1.13 in the event of any Underwritten Offering,
enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter
of such offering;


 


3.1.14 make available to its security holders,
as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the
first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated
thereafter by the Commission);


 


3.1.15 if the Registration involves the Registration
of Registrable Securities involving gross proceeds in excess of $50,000,000, use its reasonable efforts to make available senior
executives of the Company to participate in customary “road show” presentations that may be reasonably requested by
the Underwriter in any Underwritten Offering;


 


3.1.16 otherwise, in good faith, cooperate
reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration;
and


 


3.1.17 upon request of a Holder, the Company
shall (i) authorize the Company’s transfer agent to remove any legend on share certificates of such Holder’s Common
Stock restricting further transfer (or any similar restriction in book entry positions of such Holder) if such restrictions are
no longer required by the Securities Act or any applicable state securities laws or any agreement with the Company to which such
Holder is a party, including if such shares subject to such a restriction have been sold on a Registration Statement, (ii) request
the Company’s transfer agent to issue in lieu thereof shares of Common Stock without such restrictions to the Holder upon,
as applicable, surrender of any stock certificates evidencing such shares of Common Stock, or to update the applicable book entry
position of such Holder so that it no longer is subject to such a restriction, and (iii) use commercially reasonable efforts
to cooperate with such Holder to have such Holder’s shares of Common Stock transferred into a book-entry position at The
Depository Trust Company, in each case, subject to delivery of customary documentation, including any documentation required by
such restrictive legend or book-entry notation.


 


3.2 Registration Expenses. The Registration
Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all
incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts,
brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,”
all reasonable fees and expenses of any legal counsel representing the Holders.


 


3.3 Requirements for Participation in
Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the Company pursuant
to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities
on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary
questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may
be reasonably required under the terms of such underwriting arrangements.


 






     


     


    

 


3.4 Suspension of Sales; Adverse Disclosure.
Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the
Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented
or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such
supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by
the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration
Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the
inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s
control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness
of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days,
determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the
preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of
the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall
immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.


 


3.5 Reporting Obligations. As long
as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange
Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports
required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and
to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall
take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder
to sell shares of the Common Stock held by such Holder without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by
the Commission), including providing any legal opinions, to the extent such exemption is available to Holders at such time. Upon
the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to
whether it has complied with such requirements.


 


ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1 Indemnification.


 


4.1.1 The Company agrees to indemnify, to
the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each person who controls such
Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’
fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or
preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained
in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the
Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities
Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.


 


4.1.2 In connection with any Registration
Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such
information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus
and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person who controls
the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including
without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration
Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact
required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue
statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein;
provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of
Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to
the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders
of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters
(within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the
Company.


 






     


     


    

 


4.1.3 Any person entitled to indemnification
herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification
(provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the
extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party.
If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified
party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to,
or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for
all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified
party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to
such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or
enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying
party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.


 


4.1.4 The indemnification provided for under
this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party
or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company
and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested
by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification
is unavailable for any reason.


 


4.1.5 If the indemnification provided under
this Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified
party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu
of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such
losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying
party and indemnified party shall be determined by reference to, among other things, whether any action in question, including
any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by,
or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified
party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided,
however, that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds
received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the
losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections
4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party
in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution
pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does
not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection
4.1.5 from any person who was not guilty of such fraudulent misrepresentation.


 


ARTICLE V

STOCKHOLDER RIGHTS


 


5.1 Subject to the terms and conditions
of this Agreement, at any time and from time to time on or after the date that the Company consummates a Business Combination and
for so long as the Sponsor or the future holders of the Founder Shares (or securities into which the Founder Shares convert), as
applicable, holds any Registrable Securities:


 






     


     


    

 


5.1.1 The Sponsor and the future holders of
the Founder Shares (or securities into which the Founder Shares convert) held by the Sponsor as of the date hereof shall have the
right, but not the obligation, to designate three (3) individuals to be appointed or nominated, as the case may be, for election
to the Board (including any successor, each, a “Nominee”) by giving written notice to the Company on
or before the time such information is reasonably requested by the Board, for inclusion in a proxy statement for a meeting of stockholders.


 


5.1.2 The Company will, as promptly as practicable,
use its best efforts to take all necessary and desirable actions (including, without limitation, calling special meetings of the
Board and the stockholders and recommending, supporting and soliciting proxies) so that the applicable number of Sponsor Directors
is serving on the Board at all times during which the nomination rights provided in Section 5.1.1 are applicable.


 


5.1.3 The Company shall, to the fullest extent
permitted by applicable law, use its best efforts to take all actions necessary to ensure that: (i) each Nominee is included
in the Board’s slate of nominees to the stockholders of the Company for each election of directors; and (ii) each Nominee
is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting
of the stockholders of the Company called with respect to the election of members of the Board, and at every adjournment or postponement
thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the
election of members of the Board.


 


5.1.4 If a vacancy occurs because of the death,
disability, disqualification, resignation, or removal of a Sponsor Director or for any other reason during the period in which
rights provided in Section 5.1.1 are applicable, the Sponsor or the future holders of the Founder Shares (or securities into
which the Founder Shares convert), as the case may be, shall be entitled to designate such person’s successor, and the Company
will, as promptly as practicable following such designation, use its best efforts to take all necessary and desirable actions,
to the fullest extent permitted by law, within its control such that such vacancy shall be filled with such successor Nominee.


 


5.1.5 If a Nominee is not elected because
of such Nominee’s death, disability, disqualification, withdrawal as a nominee or for any other reason, the Sponsor or the
future holders of the Founder Shares (or securities into which the Founder Shares convert), as the case may be, shall be entitled
to designate promptly another Nominee and the Company will take all necessary and desirable actions within its control such that
the director position for which such Nominee was nominated shall not be filled pending such designation.


 


5.1.6 As promptly as reasonably practicable
following the request of any Sponsor Director, the Company shall enter into an indemnification agreement with such Sponsor Director,
in the form entered into with the other members of the Board. The Company shall pay the reasonable, documented out-of-pocket expenses
incurred by the Sponsor Director in connection with his or her services provided to or on behalf of the Company, including attending
meetings or events attended explicitly on behalf of the Company at the Company’s request.


 


5.1.7 The Company shall (i) purchase
directors’ and officers’ liability insurance in an amount determined by the Board to be reasonable and customary and
(ii) for so long as a Sponsor Director serves as a Director of the Company, maintain such coverage with respect to such Sponsor
Director; provided that upon removal or resignation of such Sponsor Director for any reason, the Company shall take all
actions reasonably necessary to extend such directors’ and officers’ liability insurance coverage for a period of not
less than six years from any such event in respect of any act or omission occurring at or prior to such event.


 


5.1.8 For so long as a Sponsor Director serves
as a director of the Company, the Company shall not amend, alter or repeal any right to indemnification or exculpation covering
or benefiting any director nominated pursuant to this Agreement as and to the extent consistent with applicable law, whether such
right is contained in the Company’s certificate of incorporation or bylaws, each as amended, or another document (except
to the extent such amendment or alteration permits the Company to provide broader indemnification or exculpation rights on a retroactive
basis than permitted prior thereto).


 






     


     


    

 


5.1.9 Any Nominee will be subject to the Company’s
customary due diligence process, including its review of a completed questionnaire and a background check. Based on the foregoing,
the Company may object to any Nominee provided (a) it does so in good faith, and (b) such objection is based upon any
of the following: (i) such Nominee was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding
(excluding traffic violations and other minor offenses), (ii) such Nominee was the subject of any order, judgment, or decree
not subsequently reversed, suspended or vacated of any court of competent jurisdiction, permanently or temporarily enjoining such
proposed director from, or otherwise limiting, the following activities: (A) engaging in any type of business practice, or
(B) engaging in any activity in connection with the purchase or sale of any security or in connection with any violation of
federal or state securities laws, (iii) such Nominee was the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right
of such person to engage in any activity described in clause (ii)(B), or to be associated with persons engaged in such activity,
(iv) such proposed director was found by a court of competent jurisdiction in a civil action or by the Commission to have
violated any federal or state securities law, and the judgment in such civil action or finding by the Commission has not been subsequently
reversed, suspended or vacated, or (v) such proposed director was the subject of, or a party to any federal or state judicial
or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to a violation
of any federal or state securities laws or regulations. In the event the Board reasonably finds the Nominee to be unsuitable based
upon one or more of the foregoing clauses (i) through (v) and reasonably objects to the identified director, the Sponsor
or the future holders of the Founder Shares (or securities into which the Founder Shares convert), as applicable, shall be entitled
to propose a different nominee to the Board within 30 calendar days of the Company’s notice to Sponsor or the future holders
of the Founder Shares (or securities into which the Founder Shares convert), as applicable, of its objection to the Nominee and
such replacement Nominee shall be subject to the review process outlined above.


 


5.1.10 The Company shall take all necessary
action to cause a Sponsor Director chosen by the Sponsor or the future holders of the Founder Shares (or securities into which
the Founder Shares convert), as the case may be, to be elected to the board of directors (or similar governing body) of each material
operating subsidiary of the Company to the extent requested by the Sponsor or the future holders of the Founder Shares (or securities
into which the Founder Shares convert), as applicable. Such Sponsor Director shall have the right to attend (in person or remotely)
any meetings of the board of directors (or similar governing body or committee thereof) of each subsidiary of the Company.


 


ARTICLE VI

MISCELLANEOUS


 


6.1 Notices. Any notice or communication
under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified,
postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing
evidence of delivery, or (iii) transmission by hand delivery or electronic mail. Each notice or communication that is mailed,
delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the
case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered
by courier service, hand delivery or electronic mail, at such time as it is delivered to the addressee (with the delivery receipt
or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication
under this Agreement must be addressed, if to the Company, to: 10485 NE 6th Street, Unit 3930, Bellevue, WA 98004, Attention: Kevin
Nazemi, with copy to: Paul Hastings LLP, 515 South Flower St, Twenty-Fifth Floor, Los Angeles, California 90071, Attn: Jonathan
Ko, and, if to any Holder, at such Holder’s address as set forth in the Company’s books and records. Any party may
change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change
of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 6.1.


 


6.2 Assignment; No Third Party Beneficiaries.


 


6.2.1 This Agreement and the rights, duties
and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.


 


6.2.2 Prior to the expiration of the Founder
Shares Lock-Up Period or the Private Placement Lock-Up Period, as the case may be, no Holder may assign or delegate such Holder’s
rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities
by such Holder to a Permitted Transferee, but only if such Permitted Transferee agrees to become bound by the transfer restrictions
set forth in this Agreement and other applicable agreements.


 






     


     


    

 


6.2.3 This Agreement and the provisions hereof
shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the
Holders, which shall include Permitted Transferees.


 


6.2.4 This Agreement shall not confer any
rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 6.2
hereof.


 


6.2.5 No assignment by any party hereto of
such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the
Company shall have received (i) written notice of such assignment as provided in Section 6.1 hereof and (ii) the
written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of
this Agreement (which may be accomplished by executing and delivering an additional counterpart signature page to this Agreement).
Any transfer or assignment made other than as provided in this Section 6.2 shall be null and void.


 


6.3 Severability. This Agreement
shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms
to such invalid or unenforceable provision as may be possible that is valid and enforceable.


 


6.4 Counterparts. This Agreement
may be executed in multiple counterparts (including electronic or PDF counterparts), each of which shall be deemed an original,
and all of which together shall constitute the same instrument, but only one of which need be produced. A signed copy of this Agreement
delivered by e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original
signed copy of this Agreement.


 


6.5 Entire Agreement. This Agreement
(including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto)
constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous
agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.


 


6.6 Governing Law; Venue. NOTWITHSTANDING
THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (I) THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS
ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION
AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY
IN THE STATE OF NEW YORK.


 


6.7 Waiver of Trial by Jury. Each
party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding
(whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions contemplated
hereby, or the actions of the Sponsor in the negotiation, administration, performance or enforcement hereof.


 


6.8 Amendments and Modifications.
Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the
time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or
any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing,
any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder of the
shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall
require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto
or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall
operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies
under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or
thereunder by such party.


 






     


     


    

 


6.9 Titles and Headings. Titles and
headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this
Agreement.


 


6.10 Remedies Cumulative. In the
event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement,
the Holders may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance
of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any
power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without
being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive,
and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred
by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.


 


6.11 Other Registration Rights. The
Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require the Company
to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the
Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents
and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions
and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.


 


6.12 Term. This Agreement shall terminate
upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all
of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period
referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated
thereafter by the Commission)) or (B) the Holders of all of the Registrable Securities are permitted to sell the Registrable
Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities
sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.


 


[SIGNATURE PAGES FOLLOW]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	DIGITAL TRANSFORMATION OPPORTUNITIES CORP.,
	 	a Delaware corporation
	 	 
	 	By:	 
	 	Name:	Kyle Francis
	 	Title:	Chief Financial Officer
	 	 	 
	 	HOLDERS:
	 	 
	 	DIGITAL TRANSFORMATION SPONSOR LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	 
	 	Name:	Kevin Nazemi
	 	Title:	Manager



 


	 	OTHER HOLDERS:
	 	 
	 	 
	 	Kyle
    Francis
	 	 
	 	 
	 	Bradley Fluegel
	 	 
	 	 
	 	Heather Zynczak
	 	 
	 	 
	 	Jim Moffatt







 





[Signature Page to Registration
and Stockholder Rights Agreement]