Exhibit
        10.5

   

  REGISTRATION
        AND STOCKHOLDER RIGHTS AGREEMENT

   

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

   

  RECITALS

   

  WHEREAS,
      the Company and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of January [__], 2021,
      pursuant to which the Sponsor purchased an aggregate of 6,037,500 shares (the “Founder Shares”) of the
      Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”);

   

  WHEREAS,
      the Sponsor subsequently transferred an aggregate of 190,000 Founder Shares to the other Holders;

   

  WHEREAS,
      up to an aggregate of 787,500 Founder Shares are subject to forfeiture by the Sponsor if the over-allotment option in connection
      with the Company’s initial public offering is not exercised in full;

   

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

   

  WHEREAS,
      on January [__], 2021, the Company and the Sponsor entered into that certain Warrant Purchase Agreement, pursuant to which the
      Sponsor agreed to purchase 4,133,333 warrants (or up to 4,553,333 warrants if the over-allotment option in connection with the
      Company’s initial public offering is exercised in full) (together with all other warrants issued by the Company to the Sponsor
      on substantially the same terms, the “Private Placement Warrants”), in a private placement transaction
      occurring simultaneously with the closing of the Company’s initial public offering, each Private Placement Warrant entitling
      the holder to purchase one share of Common Stock at an exercise price of $11.50 per share; and

   

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

   

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

   

  ARTICLE
        I

      DEFINITIONS

   

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

   

  “Adverse
          Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith
      judgment of the Chief Executive Officer or any principal financial officer of the Company, after consultation with counsel to
      the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration
      Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make
      the statements contained therein (in the

   

  
     

    
      

    

  

   

  case
      of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading,
      (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has
      a bona fide business purpose for not making such information public.

   

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

   

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

   

  “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.

   

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

   

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

   

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

   

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

   

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

   

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

   

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

   

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

   

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

   

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

   

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

   

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

   

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

   

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

   

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

   

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

   

  
     

    
      

    

  

   

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

   

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

   

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

   

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

   

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

   

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

   

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

   

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

   

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

   

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

   

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

   

  
     

    
      

    

  

   

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

   

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

   

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

   

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

   

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

   

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

   

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

   

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

   

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

   

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

   

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

   

  ARTICLE
        II

      REGISTRATIONS

   

  2.1
      Demand Registration.

   

  2.1.1
      Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time
      and from time to time on or after the date the Company consummates the Business Combination, any Holder that together with its
      affiliates owns at least 20% in interest of the then-outstanding number of Registrable Securities (the “Demanding
          Holder”) may make a written demand for Registration of all or part of its Registrable Securities, which written
      demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution
      thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the
      Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand,
      and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable
      Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s
      Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in
      writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any
      such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their
      Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter
      as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration,
      the Registration of all Registrable Securities requested by the Demanding Holder and Requesting Holders pursuant to such Demand
      Registration. Under no circumstances shall the Company be obligated to effect more than two (2) Registrations per eligible Holder
      pursuant to a Demand Registration under this subsection 2.1.1; provided, however, that a Registration shall
      not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such
      time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting
      Holders to be registered on behalf of the

   

  
     

    
      

    

  

   

  Requesting
      Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.

   

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

   

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

   

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

   

  2.1.5
      Demand Registration Withdrawal. The Demanding Holder initiating a Demand Registration or a majority-in-interest of the
      Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a
      Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and
      the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the
      Registration Statement filed with the

   

  
     

    
      

    

  

   

  Commission
      with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything
      to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with
      a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.

   

  2.2
      Piggyback Registration.

   

  2.2.1
      Piggyback Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes
      to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other
      obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of
      stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant
      to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other
      benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii)
      for an offering of debt that is convertible into equity securities of the Company 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 Common Stock, if any, as to which Registration has been demanded pursuant to separate written
      contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable
      Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Common Stock, if any,
      as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders
      of the Company, exceeds the Maximum Number of Securities, then:

   

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

   

  (b)
      If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the
      Company shall include in any such Registration (A) first, the Common Stock or other equity securities, if any, of such requesting
      persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number
      of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause
      (A), the Registrable Securities

   

  
     

    
      

    

  

   

  of
      Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, Pro Rata, which
      can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities
      has not been reached under the foregoing clauses (A) and (B), the Common Stock or other equity securities that the Company desires
      to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum
      Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Stock or other equity securities
      for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual
      arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

   

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

   

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

   

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

   

  2.4
      Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s
      good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date
      of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt
      of a Demand Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable
      efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration
      and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in
      the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as
      a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall
      furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board
      it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is
      therefore essential to defer the filing of such Registration Statement. In such event, the Company shall

   

  
     

    
      

    

  

   

  have
      the right to defer such filing for a period of not more than thirty (30) days; provided, however, that the Company shall not defer
      its obligation in this manner more than once in any 12-month period. Notwithstanding anything to the contrary contained in this
      Agreement, no Registration shall be effected or permitted and no Registration Statement shall become effective, with respect to
      any Registrable Securities held by any Holder, until after the expiration of the Founder Shares Lock-Up Period or the Private
      Placement Lock-Up Period, as the case may be.

   

  ARTICLE
        III

      COMPANY PROCEDURES

   

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

   

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

   

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

   

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

   

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

   

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

   

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

   

  
     

    
      

    

  

   

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

   

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

   

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

   

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

   

  3.1.11
      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);

   

  3.1.15
      if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use
      its reasonable efforts to make available senior executives of the Company to participate in customary “road show”
      presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; 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
      he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that
      the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice),
      or until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial
      effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company
      to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable
      to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action
      to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest
      period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose.
      In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their
      receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale
      or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during
      which it exercised its rights under this Section 3.4.

   

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

   

  ARTICLE
        IV

      INDEMNIFICATION AND CONTRIBUTION

   

  4.1
      Indemnification.

   

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

   

  
     

    
      

    

  

   

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

   

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

   

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

   

  4.1.5
      If the indemnification provided under this Section 4.1 hereof from the indemnifying party is unavailable or insufficient
      to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein,
      then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by
      the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate
      to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations.
      The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether
      any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to
      state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the
      indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to
      correct or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5
      shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability.
      The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include,
      subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees,

   

  
     

    
      

    

  

   

  charges
      or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that
      it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation
      or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection
        4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall
      be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.

   

  ARTICLE
        V

      STOCKHOLDER RIGHTS

   

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

   

  5.1.1
      The Sponsor and the future holders of the Founder Shares (or the securities into which the Founder Shares convert) held by the
      Sponsor as of the date hereof shall have the right, but not the obligation, to designate (a) three (3) individuals, for so long
      as such persons continue to hold, collectively, at least 50% of the Founder Shares (or the securities into which the Founder Shares
      convert) held by the Sponsor as of the date hereof, (b) two (2) individuals, for so long as such persons continue to hold, collectively,
      at least 30% of the Founder Shares (or the securities into which the Founder Shares convert) held by the Sponsor as of the date
      hereof, and (c) one (1) individual, for so long as such persons continue to hold, collectively, at least 20% of the Founder Shares
      (or the securities into which the Founder Shares convert) held by the Sponsor as of the date hereof, in each case, to be appointed
      or nominated, as the case may be, for election to the Board (including any successor, each, a “Nominee”)
      by giving written notice to the Company on or before the time such information is reasonably requested by the Board or the Nominating
      and Corporate Governance Committee of the Board, as applicable, for inclusion in a proxy statement for a meeting of stockholders.

   

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

   

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

   

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

   

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

   

  
     

    
      

    

  

   

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

   

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

   

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

   

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

   

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

   

  
     

    
      

    

  

   

  ARTICLE
        VI

      MISCELLANEOUS

   

  6.1
      Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States
      mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery
      in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, 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: 300 Carnegie Center, Suite 150, Princeton, NJ 08540, Attention: David W. Crane, with copy
      to: Ropes & Gray LLP, Ropes & Gray LLP, 1211 Avenue of the Americas, New York, NY 10036, Attention: Paul Tropp and Emily
      Oldshue, and, if to any Holder, at such Holder’s address or facsimile number as set forth in the Company’s books and
      records. Any party may change its address for notice at any time and from time to time by written notice to the other parties
      hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section
        6.1.

   

  6.2
      Assignment; No Third Party Beneficiaries.

   

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

   

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

   

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

   

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

   

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

   

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

   

  6.4
      Counterparts. This Agreement may be executed in multiple counterparts (including 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. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be
      deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

   

  
     

    
      

    

  

   

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

   

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

   

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

   

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

   

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

   

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

   

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

   

  6.12
      Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii)
      the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event
      prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor
      rule promulgated thereafter by the Commission)) or (B) the Holders of all of the Registrable Securities are permitted to sell
      the Registrable Securities under Rule 144 (or any similar provision)

   

  
     

    
      

    

  

   

  under
      the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section
        3.5 and Article IV shall survive any termination.

   

  [SIGNATURE
        PAGES FOLLOW]

   

  
     

    
      

    

  

   

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

   

  	 	COMPANY:
	 	 
	 	Climate Real Impact Solutions II Acquisition Corporation,
	 	a Delaware corporation
	 	 
	 	By:	 
	 	Name:	John A. Cavalier
	 	Title:	Chief Financial Officer
	 	 	 
	 	HOLDERS:
	 	 
	 	Climate Real Impact Solutions II Sponsor, LLC, 
	 	a Delaware limited liability company
	 	 
	 	By:	 
	 	Name:	John A. Cavalier
	 	Title:	Manager
	 	 
	 	 	 
	 	Name:	Dawn Lippert
	 	 
	 	 	 
	 	Name:	Tanuja Dehne
	 	 
	 	 	 
	 	Name:	Richard Kauffman
	 	 
	 	 	 
	 	Name:	Anne Frank-Shapiro
	 	 
	 	 	 
	 	Name:	Daniel Gross
	 	 
	 	 	 
	 	Name:	Amir Mehr
	 	 
	 	 	 
	 	Name:	Stephen Moch
	 	 	 


   

  

  [Signature
      Page to Registration and Stockholder Rights Agreement]

   

  
     

    
      

    

  

   

  	 	 	 
	 	Name:	 Kristofer Holz
	 	 	 
	 	 	 
	 	Name:	 Evelyn Marti
	 	 	 
	 	 	 
	 	Name:	 Christine Avots
	 	 	 
	 	 	 
	 	Name:	 Alex Urbahn 
	 	 	 
	 	 	 
	 	Name:	 Ron Lumbra


   

  [Signature
      Page to Registration and Stockholder Rights Agreement]