Exhibit 10.5


 





REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among LF Capital
Acquisition Corp. II, a Delaware corporation (the “Company”), Level Field Capital II, LLC, a Delaware
limited liability company (the “Sponsor”), and the undersigned parties listed under “Holders”
on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party
to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).


 


RECITALS


 


WHEREAS, the Company
and the Sponsor entered into that certain Securities Subscription Agreement, dated as of March 5, 2021, pursuant to which the Sponsor
purchased an aggregate of 100 shares of the Company’s common stock, par value $0.0001 per share, which were split and reclassified
into 6,468,750 shares (the “Initial Founder Shares”) of the Company’s Class B common stock, par
value $0.0001 per share (the “Class B Common Stock”), upon the effectiveness of the Certificate of Amendment
to the Company’s Certificate of Incorporation filed on October 26, 2021;


 


WHEREAS, the Sponsor
subsequently transferred an aggregate of 80,000 Founder Shares to the other Holders, leaving the Sponsor with an aggregate of 6,388,750
shares of Class B Common Stock (the “Founder Shares”);


 


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”), on the terms and conditions provided in the Company’s amended and restated Certificate of Incorporation;


 


WHEREAS, on [●],
2021, (i) the Company entered into those certain Private Placement Warrant Purchase
Agreements with each of the Sponsor and Jefferies LLC (“Jefferies”) and (ii) the Company and certain funds and
accounts managed by subsidiaries of BlackRock, Inc. (the “Anchor Investor”) entered into those certain Subscription
Agreements (each of (i) and (ii), a “Private Placement Warrant Purchase Agreement” and, together, the “Private
Placement Warrant Purchase Agreements”), pursuant to which the Sponsor, Jefferies and the Anchor Investor agreed to purchase
an aggregate of 11,000,000 warrants (or up to 12,350,000 warrants if the over-allotment option in connection with the Company’s
initial public offering is exercised in full) (the “Private Placement Warrants”), in a private placement transaction
occurring simultaneously with the closing of the Company’s initial public offering;


 


WHEREAS, in order
to finance the Company’s transaction costs in connection with its search for and consummation of an initial Business Combination
(as defined blow), the Sponsor, an affiliate of the Sponsor, certain of the Company’s officers and directors or other third
parties may loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into
private placement-equivalent warrants (“Working Capital Warrants”) at a price of $1.00 per warrant at
the option of the lender; 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
1



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 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.


 


“Anchor Investor”
shall have the meaning given in the Recitals hereto.


 


“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 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 it may be amended from time to time.


 


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


 


“Form S-3”
shall have the meaning given in subsection 2.3.1.


 


“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 and (B) subsequent to the initial Business Combination,
(x) if the closing 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.


 






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


 


“Insider Letters”
shall mean those certain letter agreements, each dated as of [●], 2021, by and between the Company and each of the Company’s
officers and directors and the Sponsor.


 


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


 


“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, Private Placement Lock-up Period or any
other lock-up period, as the case may be, under the Insider Letters, the Private Placement Warrant Purchase Agreements, this Agreement
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, the Private Placement Warrants and any 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.


 


“Private Placement
Warrant Purchase Agreement” and “Private Placement Warrant Purchase Agreement” shall have
the meanings given in the Recitals hereto.


 


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


 


“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 Founder Shares, (b) the Private Placement Warrants (including any shares of 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, (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 $1,500,000 made to the Company by a Holder (including the Working Capital Warrants and shares of Common
Stock issued or issuable upon the exercise of the Working Capital Warrants), and (e) any other equity security of the Company issued
or issuable with respect to any such share 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:


 






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(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 majority-in-interest
of the Demanding Holders 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.


 






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


 


“Sponsor”
shall have the meaning given in the Recitals hereto.


 


“Subsequent Shelf
Registration” shall have the meaning given in subsection 2.3.2.


 


“Takedown Requesting
Holder” shall have the meaning given in subsection 2.3.3.


 


“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.


 


“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.


 


“Underwritten Shelf
Takedown” shall have the meaning given in subsection 2.3.3.


  


“Working Capital
Warrants” shall have the meaning given in the Recitals hereto.


 


ARTICLE
2



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 at least fifteen percent (15%) of the then-outstanding number of Registrable Securities (the
“Demanding Holders”) 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 Holders and Requesting Holders pursuant
to such Demand Registration. 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 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) 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 the 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 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
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 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, 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 that the Company desires to sell, which 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 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 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
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) 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 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 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:


 






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(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 based on the number of Registrable Securities that each Holder has requested
be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested
to be included in such Underwritten Registration, 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.


 


2.3.1              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”)
or, if the Company is ineligible to use Form S-3, on Form S-1; provided, however, that the Company shall not be obligated to effect such
request through an Underwritten


 






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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 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 Company shall maintain each registration statement
pursuant to this Section 2.3 (a “Shelf”) in accordance with the terms hereof, and shall prepare and file
with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep such Shelf continuously
effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer
any Registrable Securities included on such Shelf. In the event the Company files a Shelf on Form S-1, the Company shall use its
commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use
Form S-3. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to
Section 2.1.


 


2.3.2.            If any Shelf ceases
to be effective under the Securities Act for any reason at any time while Registrable Securities included thereon are still outstanding,
the Company shall use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become
effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf),
and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably
expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement
(a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities included on such Shelf,
and pursuant to any method or combination of methods legally available to, and requested by, any Holder. If a Subsequent Shelf Registration
is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective
under the Securities Act as promptly as is reasonably practicable after the filing thereof and (ii) keep such Subsequent Shelf Registration
continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no
longer any Registrable Securities included thereon. Any such Subsequent Shelf Registration shall be on Form S-3 to the extent that the
Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form. In the event
that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon request
of a Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by
either, at the Company’s option, a Shelf (including by means of a post-effective amendment) or a Subsequent Shelf Registration and
cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration shall be subject
to the terms hereof; provided, however, the Company shall only be required to cause such Registrable Securities to be so covered once
annually after inquiry of the Holders.


 


2.3.3.            At
any time and from time to time after a Shelf has been declared effective by the Commission, the Sponsor and the Takedown Requesting Holder
(as defined below) (if any) may request to sell all or any portion of its Registrable Securities in an underwritten offering that is registered
pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated
to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (including piggyback securities
and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $10,000,000. All requests for Underwritten
Shelf Takedowns shall be made by giving written notice to the Company at least 48 hours prior to the public announcement of such Underwritten
Shelf Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown
and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company shall include
in any Underwritten Shelf Takedown the Registrable Securities requested to be included by any Holder (each a “Takedown Requesting
Holder”) at least 24 hours prior to the public announcement of such Underwritten Shelf Takedown pursuant to written contractual
piggyback registration rights of such holder (including to those set forth herein). The Sponsor and the Takedown Requesting Holder (if
any) shall have the right to select the underwriter(s) for such offering (which shall consist of one or more reputable nationally recognized
investment banks), subject to the Company’s prior approval, which shall not be unreasonably withheld, conditioned or delayed. For
purposes of clarity, any Registration effected pursuant to this subsection 2.3.3 shall not be counted as a Registration pursuant to a
Demand Registration effected under Section 2.1 hereof.


 






     9


     


    

 


2.3.4.             If
the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Sponsor and the Takedown
Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Takedown Requesting
Holders (if any) desire to sell, taken together with all other Common Stock or other equity securities that the Company desires to sell,
exceeds the Maximum Number of Securities, then the Company shall include in such Underwritten Shelf Takedown, as follows: (i) first, the
Registrable Securities of the Sponsor 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 Registrable Securities of the
Takedown Requesting Holders, if any, that can be sold without exceeding the Maximum Number of Securities, determined pro rata based on
the number of Registrable Securities that each Takedown Requesting Holder has requested be included in such Underwritten Shelf Takedown
and the aggregate number of Registrable Securities that the Takedown Requesting Holders have requested to be included in such Underwritten
Shelf Takedown, which can be sold without exceeding the Maximum Number of Securities.


 


2.3.5.             The
Sponsor and the Takedown Requesting Holder (if any) shall have the right to withdraw from an Underwritten Shelf Takedown for any or no
reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from
such Underwritten Shelf Takedown prior to the public announcement of such Underwritten Shelf Takedown. Notwithstanding anything to the
contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten
Shelf Takedown prior to a withdrawal under this subsection 2.3.5.


  


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.             
Waiver. Notwithstanding anything in this Agreement
to the contrary, (A) each of [●] (collectively, the “BlackRock Holders”) hereby waives any
and all rights (i) to receive notice of a Demand Registration relating to any Underwritten Offering as provided for in this Section
2 or (ii) participate in any such Underwritten Offering, and (B) the Company hereby agrees not to notify any of the BlackRock Holders
of any Underwritten Offering or provide any of the BlackRock Holders with any information relating thereto.


 






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ARTICLE
3



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 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;


 






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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 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;


 


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 (such representative to be selected by a majority
of the participating 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; and provided, further, the Company may not include the name of any Holder or Underwriter or any information
regarding any Holder or Underwriter 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 or Underwriter and providing each such Holder
or Underwriter a reasonable amount of time to review and comment on such applicable document, which comments the Company shall
include unless contrary to applicable law;


 


3.1.11.              
obtain a “cold comfort” letter from the Company’s independent registered
public accountants in the event of an Underwritten Registration, in customary form and covering such matters of the type customarily
covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to
a majority-in-interest of the participating Holders;


 


3.1.12.              
on the date the Registrable Securities are delivered for sale pursuant to such Registration,
obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the
Holders, the 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, 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);


 






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3.1.15.              
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


 


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.


 


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 such Holder 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 such Holder 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 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. 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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3.6.             
Limitations on Registration Rights. Notwithstanding anything herein to the contrary, (i) Jefferies may not exercise its rights
under Sections 2.1 and 2.2 hereunder after five (5) and seven (7) years after the commencement of sales in the Company’s initial
public offering, respectively, and (ii) Jefferies may not exercise its rights under Section 2.1 more than one
 time. 


 


ARTICLE
4



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.






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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 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
5



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, telecopy, telegram 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, telecopy, telegram or facsimile, 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: (i) 1909 Woodall Rodgers Freeway, Suite
500, Dallas, TX 75201, Attention: Scott Reed, or (ii) sreed@lfcapital.co (in each case of (i) and (ii), with a copy (which shall
not constitute notice) to Martin Nussbaum, Esq. at martin.nussbaum@dechert.com) and, if to any Holder, at such Holder’s address
or contact information 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 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.


 


5.2.2.                  
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;
provided that such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement.


 


5.2.3.                  
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.


 


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.


 


5.3.             
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.


 


5.4.             
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.


 






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5.5.             
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.


 


5.6.             
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.


 


5.7.             
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 (which majority interest must include Jefferies if such amendment
or modification affects in any way the rights of Jefferies hereunder), 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, (a) any amendment hereto or waiver hereof that adversely affects one Holder, solely in
that Holder’s 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 and (b) any amendment hereto or waiver hereof
that adversely affects the right of any BlackRock Holder shall require the consent of such entity. 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.


 


5.8.             
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.


 


5.9.             
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 their 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.


 


5.10.          
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.


 






     17


     


    

 


5.11.          
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 Registrable Securities are permitted to sell the Registrable Securities without registration pursuant to 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]


 






     18


     


    

 





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


 





	 	COMPANY:
	 	 
	 	LF
CAPITAL ACQUISITION CORP. II,
	 	a
Delaware corporation
	 	 
	 	By:	 
	 	 
	 	Name:	Scott Reed
	 	 
	 	Title:	President, Chief
Executive Officer
	 	 
	 	SPONSOR:
	 	 
	 	LEVEL
FIELD CAPITAL II, LLC,
	 	a
Delaware limited liability company









 





	 	By:	LEVEL FIELD PARTNERS II, LLC,
	 	 	its managing member
	 	 	 	 
	 	By:	LEVEL FIELD MANAGEMENT II, LLC,
	 	 	its managing member
	 	 	 	 
	 	By:	 
	 	 	Name: Elias Farhat
	 	 	Title: Member
	 	 	 	 
	 	By:	 
	 	 	Name: Djemi Traboulsi
	 	 	Title: Member









 


[Signature Page to Registration Rights Agreement]


 






    	 



    	 



    

 


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


 





	 	HOLDERS:
	 	 
	 	JEFFERIES
LLC
	 	 
	 	By:
	 	 
	 	By:	 
	 	Name:
	 	Title
	 	 
	 	[●]
	 	 
	 	By:
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	[●]
	 	 
	 	By:
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	[●]
	 	 
	 	By:
	 	 
	 	By:	 
	 	Name:
	 	Title:








 


[Signature Page to Registration Rights Agreement]


 






    	 



    	 



    

 


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


 





	 	HOLDERS:
	 	 
	 	ROBERT BLACK
	 	 
	 	 
	 	JAMES HODGE
	 	 
	 	 
	 	HABIB KAIROUZ
	 	 
	 	 
	 	JODI SHELTON
	 	 





 


[Signature Page to Registration Rights Agreement]