EXHIBIT 10.5


 


REGISTRATION RIGHTS AGREEMENT


WESTERN ACQUISITION VENTURES CORP.


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among each of Western Acquisition
Ventures Corp., a Delaware corporation (the “Company”), Western Acquisition Ventures Sponsor LLC, a Delaware limited liability
company (the “Sponsor”), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2
of this Agreement, including, without limitation, A.G.P./Alliance Global Partners, Inc., a Delaware corporation (each, a “Holder”
and collectively, the “Holders”).


 


RECITALS


 


WHEREAS, On June 9,
2021, the Sponsor purchased 4,312,500 of the Company’s Common Stock (“Common Stock”) for an aggregate purchase price
of $25,000, which includes 1,207,500 shares of Common Stock transferred to A.G.P./Alliance Global Partners after issuance (up to 157,500
shares of which are subject to forfeiture to the extent that the underwriters’ over-allotment option in the Company’s initial
public offering (the “IPO”) is not exercised in full or in part). Such shares are referred to herein as “founder shares”
or “insider shares,” and include an aggregate of up to 562,500 shares that are subject to forfeiture to the extent that the
over-allotment option is not exercised in full or in part so that the Company’s initial stockholders will collectively own 20%
of the Company’s issued and outstanding shares after this offering. None of the Company’s initial stockholders has indicated
any intention to purchase public units in the IPO;


 


WHEREAS, the Sponsor
has entered into a unit subscription agreement with the Company (the “Placement Unit Subscription Agreement”), pursuant to
which the Sponsor agreed to purchase 261,000 units of the Company (each, a “Placement Unit” and collectively, the “Placement
Units”), each Placement Unit consisting of one share of Common Stock (each, a “Placement Share” and collectively, the
 “Placement Shares”) and one redeemable warrant, with each warrant entitling the holder to purchase one-half of a share
of Common Stock at a price of $11.50 per whole share, subject to adjustment (each, a “Placement Warrant” and collectively,
the “Placement Warrants”), in a private placement transaction occurring simultaneously with the closing of the IPO;


 


WHEREAS, in order
to finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined below), the
Sponsor, or an affiliate of the Sponsor or certain of the Company’s officers and directors, may loan to the Company funds as the
Company may require, which loans may be convertible into units (“Working Capital Units”) at a price of $10.00 per unit, each
unit consisting of one share of Common Stock and one-half of one redeemable warrant; 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 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:


 


		(i)	“Adverse
                                            Disclosure” shall mean any public disclosure of material non-public information, of
                                            which disclosure, in the good faith judgment of the Board or the Chairman, Chief Executive
                                            Officer or 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.



 






    


     


    

 


		(ii)	“Agreement”
                                            shall have the meaning given in the Preamble.



 


		(iii)	“Board”
                                            shall mean the Board of Directors of the Company.



 


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



 


		(v)	“Business
                                            Day” shall mean any day, other than a Saturday or a Sunday, that is neither a legal
                                            holiday nor a day on which banking institutions are generally authorized or required by law
                                            or regulation to close in the City of New York, New York.



 


		(vi)	“Commission”
                                            shall mean the Securities and Exchange Commission.



 


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



 


		(viii)	“Company”
                                            shall have the meaning given in the Preamble.



 


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



 


		(x)	“Demanding
                                            Holders” shall have the meaning given in subsection 2.1.1.



 


		(xi)	“Exchange
                                            Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time
                                            to time.



 


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



 


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



 


		(xiv)	“Founder
                                            Shares” shall have the meaning given in the Recitals hereto.



 


		(xv)	“Founder
                                            Shares Lock-up Period” shall mean, with respect to the Founder Shares, the period beginning
                                            on the later of: (i) one year after the date that the registration statement for the
                                            IPO is declared effective by the SEC; and (ii) the consummation by the Company of its
                                            initial business combination, and terminating on the five-year anniversary of the completion
                                            of its initial business combination; provided, in each case, that the Company has an effective
                                            registration statement under the Securities Act covering the shares of common stock issuable
                                            upon exercise of the warrants and a current prospectus relating to such shares of common
                                            stock is available (or the Company permits holders to exercise their warrants on a cashless
                                            basis under the circumstances specified in the warrant agreement).



 


		(xvi)	“Holders”
                                            shall have the meaning given in the Preamble.



 


		(xvii)	“IPO”
                                            shall have meaning set forth in the Recitals hereto.



 






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		(xviii)	“Letter
                                            Agreement” shall mean that certain letter agreement dated as of [ ], 2021 by and among
                                            the Company, the Sponsor, and each of the Company’s officers, directors, and director
                                            nominees.



 


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



 


		(xx)	“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, or Prospectus (in the case of a Prospectus in the
                                            light of the circumstances under which they were made) not misleading.



 


		(xxi)	“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 Placement Unit Lock-up Period, as the case may be, under the Letter
                                            Agreement, the Placement Unit Subscription Agreements and any other applicable agreement
                                            between such Holder and the Company, and to any transferee thereafter.



 


		(xxii)	“Piggy-back
                                            Registration” shall have the meaning given in Section 2.2.1.



 


		(xxiii)	“Placement
                                            Share” or “Placement Shares” shall have the meaning given in the Recitals
                                            hereto.



 


		(xxiv)	“Placement
                                            Unit Lock-up Period” shall mean, with respect to the Placement Units, Placement Shares,
                                            Placement Warrants, and any of the shares of Common Stock issued or issuable upon the exercise
                                            of such Placement Warrants, a period beginning on the date of the issuance of the Placement
                                            Units (including Placement Shares, Placement Warrants, and any of the shares of Common Stock
                                            issued or issuable upon the exercise of such Placement Warrants) and terminating 30 days
                                            after the consummation of a Business Combination, subject to certain exceptions set forth
                                            in the Letter Agreement and the Placement Unit Subscription Agreements.



 


		(xxv)	“Placement
                                            Unit” or “Placement Units” shall have the meaning given in the Recitals
                                            hereto.



 


		(xxvi)	“Placement
                                            Warrant” or “Placement Warrants” shall have the meaning given in the Recitals
                                            hereto.



 


		(xxvii)	“Pro
                                            Rata” shall have the meaning given in Section 2.1.4.



 


		(xxviii)	“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 materials incorporated by reference in such prospectus.



 


		(xxix)	“Prospectus
                                            Date” shall mean the date of the final Prospectus filed with the Commission and relating
                                            to the IPO.



 


		(xxx)	“Registrable
                                            Security” shall mean: (a) the Founder Shares; (b) the Placement Warrants
                                            (including any shares of Common Stock issued or issuable upon the exercise of any such Placement
                                            Warrants); (c) the Placement Shares; (d) any outstanding shares of Common Stock
                                            or any other equity security (including the Common Stock issued or issuable upon the exercise
                                            of any other equity security) held by a Holder as of the date of this Agreement; (e) 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 made to the Company by a Holder (including the Working Capital Units and any shares
                                            of Common Stock issuable upon the exercise of the warrants included in the Working Capital
                                            Units); and, (f) 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 stock, acquisition, recapitalization, consolidation, reorganization,
                                            stock exchange, stock reconstruction, and amalgamation or contractual control arrangement
                                            with, purchasing all or substantially all of the assets of, or engagement in any other similar
                                            transaction; provided, however, that, as to any particular Registrable Security, such securities
                                            shall cease to be Registrable Securities when: (i) a Registration Statement with respect
                                            to the sale of such securities shall have become effective under the Securities Act, at the
                                            earlier of: (A) one year following the date the Registration Statement is declared effective,
                                            or (B) the date that such securities shall have been sold, transferred, disposed of
                                            or exchanged in accordance with such Registration Statement; (ii) such securities may
                                            otherwise be 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; (iii) such
                                            securities shall have ceased to be outstanding; (iv) such securities have been sold
                                            to, or through, a broker, dealer or underwriter in a public distribution or other public
                                            securities transaction; or, (v) such securities have been sold without registration
                                            pursuant to Section 4(a)(1) of the Securities Act or Rule 144 or Rule 145
                                            promulgated under the Securities Act (or any successor rule promulgated thereafter by
                                            the Commission).



 






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		(xxxi)	“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.



 


		(xxxii)	“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.
                                            (“FINRA”) 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 majority-in-interest of the Demanding Holders initiating a Demand
                                            Registration to be registered for offer and sale in the applicable Registration.



 


		(xxxiii)	“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 materials incorporated by reference in such registration
                                            statement.



 


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



 


		(xxxv)	“Securities
                                            Act” shall mean the U.S. Securities Act of 1933, as amended from time to time.



 


		(xxxvi)	“Sponsor”
                                            shall have the meaning given in the Preamble.



 


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



 


		(xxxviii)	“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.



 






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		(xxxix)	“Working
                                            Capital Units” shall have the meaning given in the Recitals hereto.



 


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, the Holders of a majority-in-interest of the then outstanding number
                                            of Registrable Securities (the “Demanding Holders”), may make a written demand
                                            for Registration under the Securities Act of all or part of their Registrable Securities,
                                            which written demand shall describe the amount and type of securities to be included in such
                                            Registration and the intended method(s) of distribution thereof (such written demand
                                            a “Demand Registration”). The Company shall, within ten (10) days of the
                                            Company’s receipt of the Demand Registration, notify, in writing, all other Holders
                                            of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter
                                            wishes to include all or a portion of such Holder’s Registrable Securities in a Registration
                                            pursuant to a Demand Registration (each such Holder that includes all or a portion of such
                                            Holder’s Registrable Securities in such Registration, a “Requesting Holder”)
                                            shall so notify the Company, in writing, within five (5) Business Days after the receipt
                                            by the Holder of the notice from the Company. Upon receipt by the Company of any such written
                                            notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall
                                            be entitled to have their Registrable Securities included in a Registration pursuant to a
                                            Demand Registration and the Company shall, not more than forty five (45) days after the Company’s
                                            receipt of the Demand Registration, file a Registration Statement on Form S-1 or any
                                            similar long-form registration statement that may be available at that time (“Form S-1”)
                                            with respect to all Registrable Securities requested by the Demanding Holders and Requesting
                                            Holders pursuant to such Demand Registration, and shall use its reasonable best efforts to
                                            cause such Registration Statement to be declared effective by the Commission as soon as practicable
                                            thereafter; provided, however, that the Company may use a Registration Statement on Form S-3
                                            or any successor form thereto if the Company would qualify to use such form within 30 days
                                            after the date on which the initial demand request is given and the Company shall not be
                                            required to file such Registration Statement until it is so qualified. Under no circumstances
                                            shall the Company be obligated to effect more than an aggregate of three (3) Registrations
                                            pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all
                                            Registrable Securities; provided, however, that a Registration shall not be counted for such
                                            purposes unless a Registration Statement 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 Demand 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, however, 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, (x) such stop order or injunction is removed, rescinded or otherwise
                                            terminated, and (y) a majority-in-interest of the Demanding Holders initiating such
                                            Demand Registration thereafter affirmatively elect to continue with such Registration and
                                            accordingly notify the Company in writing, but in no event later than five (5) days,
                                            of such election; and, 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.



 






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		2.1.3	Underwritten
                                            Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof,
                                            if a majority-in-interest of the Demanding Holders so advise the Company as part of their
                                            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 a majority-in-interest of the Demanding Holders 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
                                            Holders and the Requesting Holders (if any) in writing that the dollar amount or number of
                                            Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire
                                            to sell, taken together with all other shares of Common Stock or other equity securities
                                            that the Company desires to sell and the shares of 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 Holders 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 Holders and Requesting Holders have collectively 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 Registrable Securities of Holders (Pro Rata, based on the respective number
                                            of Registrable Securities that each Holder has so requested) exercising their rights to register
                                            their Registrable Securities pursuant to subsection 2.2.1 hereof, which can be sold without
                                            exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum
                                            Number of Securities has not been reached under the foregoing clauses (i) and (ii),the
                                            shares of Common Stock or other equity securities that the Company desires to sell that can
                                            be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the
                                            extent that the Maximum Number of Securities has not been reached under the foregoing clauses
                                            (i), (ii) and (iii), the shares of 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.



 






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		2.1.5	Demand
                                            Registration Withdrawal. A majority-in-interest of the Demanding Holders 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 in their sole discretion to
                                            withdraw from a Registration pursuant to such Demand Registration 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	Piggy-back Registration.



 


		2.2.1	Piggy-back
                                            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, as part of a merger, consolidation or similar transaction or for an 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; or, (iv) for a dividend reinvestment
                                            plan, 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) Business Days after receipt of such written notice
                                            (such Registration a “Piggy-back Registration”). The Company shall, in good faith,
                                            cause such Registrable Securities to be included in such Piggy-back 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 Piggy-back 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. The Company may postpone or withdraw the filing or the effectiveness of a
                                            Piggyback Registration at any time in its sole discretion.



 






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		2.2.2	Reduction
                                            of Piggy-back Registration. If the managing Underwriter or Underwriters in an Underwritten
                                            Registration that is to be a Piggy-back Registration, in good faith, advises the Company
                                            and the Holders of Registrable Securities participating in the Piggy-back 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 shares of 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 2.2.1 hereof; and, (iii) the
                                            shares of 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 shares of 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 shares of 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; and,



 


		(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 shares of 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 shares of 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 shares of 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	Piggy-back
                                            Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw
                                            from a Piggy-back 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 Piggy-back Registration prior to the effectiveness of the Registration
                                            Statement filed with the Commission with respect to such Piggy-back Registration. The Company
                                            (in its sole discretion or as the result of a request for withdrawal by persons pursuant
                                            to separate written contractual obligations) may postpone or withdraw the filing or effectiveness
                                            of a Piggy-back Registration. Notwithstanding anything to the contrary in this Agreement,
                                            the Company shall be responsible for the Registration Expenses incurred in connection with
                                            the Piggy-back Registration prior to its withdrawal under this subsection 2.2.3.



 






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		2.2.4	Unlimited
                                            Piggy-back 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; provided, however, that the rights to demand a Piggy-back
                                            Registration under this Section 2.2 shall terminate on the second anniversary of the
                                            consummation of the Business Combination.



 


		2.3	Registrations on Form S-3.



 


Provided that the Company has qualified for the
use of a Registration Statement on Form S-3 or any successor form thereto, any Holder 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 ten (10) 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 five (5) days after the receipt by the Holder of the notice from the Company. As
soon as practicable thereafter, but not more than thirty (30) days after the Company’s initial receipt of such written request
for a Registration on Form S-3, the Company shall file a Registration Statement on Form S-3 with respect to the Registrable
Securities of such Holder(s) 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,
and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as
practicable thereafter; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3
hereof 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. The rights to demand
Registration on Form S-3 under this Section 2.3 shall terminate on the third anniversary of the Business Combination.


 


2.4            Restrictions
on Registration Rights. The Company shall not be obligated to effect any Demand Registration within 180 days after the effective
date of a previous Demand Registration or a previous Piggy-back Registration in which holders of Registrable Securities were permitted
to register, and actually sold, 75% of the Registrable Securities requested to be included therein. The Company may postpone for up to
120 days the filing or effectiveness of (A) a Registration Statement for a Demand Registration if 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 (B) a Registration Statement for a Demand Registration or a Registration on Form S-3 if the Registration Statement
is required under applicable law, rule or regulation to contain: (i) financial statements that are unavailable to the Company
for reasons beyond the Company’s control; (ii) audited financial statements as of a date other than the Company’s fiscal
year end (unless the Holders requesting Registration agree to pay the reasonable expenses of this audit); (iii) pro forma financial
statements that are required to be included in a registration statement; or (iv) if the Board determines in its reasonable good
faith judgment that such Demand Registration would (x) materially interfere with a significant acquisition, corporate organization
or other similar transaction involving the Company, (y) require the Company to make an Adverse Disclosure, or (z) render the
Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority-in-interest
of the Registrable Securities initiating a Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn,
such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all Registration
Expenses in connection with such Registration. The Company may delay a Demand Registration hereunder only twice in any period of twelve
consecutive months.


 






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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:


 


		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 requested by any Holder 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 and either (i) any underwriter over-allotment option has terminated
                                            by its terms, or (ii) the underwriters have advised the Company that they will not exercise
                                            such option or any remaining portion thereof;



 


		3.1.3	Furnish
                                            without charge to the Underwriters, if any, and each Holder of Registrable Securities included
                                            in such Registration, or such Holders’ legal counsel, copies of the Prospectus included
                                            in such Registration Statement (including each preliminary Prospectus), and each amendment
                                            and supplement thereto (in each case including all exhibits thereto and documents incorporated
                                            by reference therein), and such other documents as the Underwriters and each Holder of Registrable
                                            Securities included in such Registration or the legal counsel for any such Holders may reasonably
                                            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 any Holder of
                                            Registrable Securities included in such Registration Statement (in light of their intended
                                            plan of distribution) may reasonably 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 reasonably 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	Use
                                            commercially reasonable efforts to 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;



 






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		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 commercially 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 and its counsel, including,
                                            without limitation, providing copies promptly upon receipt of any comment letters received
                                            with respect to any such Registration Statement or Prospectus. The Company shall not include
                                            the name of any Holder or any information regarding any Holder in any Registration Statement
                                            or Prospectus, any amendment or supplement to such Registration Statement or Prospectus,
                                            any document that is to be incorporated by reference into such Registration Statement or
                                            Prospectus, or any response to any comment letter, without the prior written consent of such
                                            Holder and providing each such Holder a reasonable amount of time to review and comment on
                                            such applicable document, which comments the Company shall include unless contrary to applicable
                                            law;



 


		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	In
                                            the event of an Underwritten Offering, permit the participating Holders to rely on any “cold
                                            comfort” letter from the Company’s independent registered public accountants
                                            provided to the managing Underwriter of such offering;



 


		3.1.11	In
                                            the event of an Underwritten Offering, permit the participating Holders to rely on any opinion(s) of
                                            counsel representing the Company for the purposes of such Registration issued to the managing
                                            Underwriter of such offering covering legal matters with respect to the Registration;



 


		3.1.12	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;



 


		3.1.13	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, and which requirement will be deemed to be satisfied if the Company timely files
                                            complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act and
                                            otherwise complies with Rule 158 under the Securities Act;



 


		3.1.14	If
                                            the Registration involves the Registration of Registrable Securities involving gross proceeds
                                            in excess of $25,000,000, 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; and,



 






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		3.1.15	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.



 


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 all 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 they are advised in writing
by the Company that the use of the Prospectus may be resumed and they have 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 reasonably
practicable after the time of such notice) and, if so directed by the Company, each Holder shall deliver to the Company (at the Company’s
expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable
Securities at the time of receipt of such notice. If the 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: (i) financial
statements that are unavailable to the Company for reasons beyond the Company’s control; (ii) audited financial statements
as of a date other than the Company’s fiscal year end (unless the Holders requesting Registration agree to pay the reasonable expenses
of this audit); or (iii) pro forma financial statements that are required to be included in a registration statement, 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 no more than 180 days. 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 use reasonable best efforts 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 upon request by a Holder furnish such Holder with true and complete copies of 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 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, including providing any legal
opinions. 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.


 






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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
                                            reasonable 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 (plus local 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.



 






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		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 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.



 






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ARTICLE V

MISCELLANEOUS


 


5.1            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, electronic mail or facsimile. 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, electronic mail or facsimile, at such time as it is delivered to the addressee
(with the delivery receipt of the intended recipient 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 to the Company at:


 


Western Acquisition Ventures Corp.  


42 Broadway, 12th Floor 


New York, New York 10004 


Attention: Stephen Christoffersen 


Email: schristoffersen@westacqventures.com


 


with a copy to:


 


Reed Smith LLP 


599 Lexington Avenue 


New York, NY 10022 


Attention: Ari Edelman, Esq. and
Marc D. Hauser, Esq. 


Email: AEdelman@reedsmith.com and mhauser@reedsmith.com


 


and to the Holders,
at such Holder’s address referenced in Schedule A.


 


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 5.1.


 


		5.2	Assignment; No Third Party Beneficiaries.



 


		5.2.1	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. Prior to the expiration of the Founder Lock-up
                                            Period or Placement Unit Lock-up Period, as the case may be, no Holder may assign or delegate
                                            his, her or its rights, duties or obligations under this Agreement in whole or in part. Notwithstanding
                                            the above, as it applies to the Registrable Securities, the Holder may transfer such securities
                                            during the respective lock-up period to any Permitted Transferee (as such term is defined
                                            in that certain Warrant Agreement between the Company and Continental Stock Transfer &
                                            Trust Company) but only if such Permitted Transferee agrees to become bound by the transfer
                                            restrictions set forth in this Agreement, the Letter Agreement and, if applicable, the Placement
                                            Unit Subscription Agreements.



 


		5.2.2	Except
                                            as set forth in subsection 5.2.1 hereof, this Agreement and the rights, duties and obligations
                                            of the Holders of Registrable Securities hereunder may be assigned or delegated by such Holder
                                            of Registrable Securities in conjunction with and to the extent of any transfer of Registrable
                                            Securities by any such Holder.



 


		5.2.3	This
                                            Agreement and the provisions hereof shall be binding upon and shall inure to the benefit
                                            of each of the Holders, the permitted assigns and its successors and the permitted assigns
                                            of the Holders.



 


		5.2.4	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 5.2 hereof.



 


		5.2.5	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 5.1 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 an addendum
                                            or certificate of joinder to this Agreement). Any transfer or assignment made other than
                                            as provided in this Section 5.2 shall be null and void.



 






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5.3            Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile 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.


 


5.4            Governing
Law; Venue. THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION. Any legal suit, action or proceeding arising out of or based
upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States or the courts
of the State of New York in each case located in the city of New York, and each party irrevocably submits to the exclusive jurisdiction
of such courts in any such suit, action or proceeding.


 


EACH PARTY HERETO ACKNOWLEDGES
AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND,
THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


5.5         Amendments
and Modifications. Upon the written consent of the Company and the Holders of at least
a majority in interest of the then outstanding Registrable Securities, 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 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.


 


5.7            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.


 


5.8            Termination.
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 either been sold pursuant to a Registration Statement or cease to be Registrable
Securities (but in no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174
thereunder) or (B) the Holders of all 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 page follows]


 






    -16-


     


    







 


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


 


	 	COMPANY:
	 	 
	 	WESTERN ACQUISITION VENTURES CORP.
	 	a Delaware corporation
	 	 
	 	By:	     
	 	Name: Stephen Christoffersen
	 	Title: Chief Executive Officer
	 	 
	 	HOLDERS:
	 	 
	 	WESTERN ACQUISITION VENTURES SPONSOR LLC
	 	 
	 	a Delaware limited liability company
	 	 
	 	By:	     
	 	Name:
	 	Title:
	 	 
	 	A.G.P./ALLIANCE GLOBAL PARTNERS, INC.
	 	 
	 	a Delaware corporation
	 	 
	 	By: 	                   
	 	Name:                    
	 	Title:                    



 


[Registration Rights Agreement]


 






    


     


    

 


Schedule A


 


	Holder	 	Address
	Western Acquisition Ventures Sponsor, LLC	 	42 Broadway, 12th Floor; New York, New York 10004
	A.G.P./Alliance Global Partners, Inc.	 	590 Madison Avenue, 28th Floor, New York, NY 10022