Exhibit 10.4


 


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 One Equity Partners Open Water I Corp., a Delaware corporation
(the “Company”), OEP Open Water I Holdings, LLC, a Delaware limited liability company (the “Sponsor”),
and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and
any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder”
and collectively the “Holders”).


 


RECITALS


 


WHEREAS, the Sponsor currently owns 8,525,000 shares
of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”),
and the other Holders currently own an aggregate of 100,000 shares of Class B Common Stock, which were received from the Sponsor;


 


WHEREAS, the Class B Common Stock are convertible
into the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”),
at the time of the initial Business Combination 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 Private Placement Warrants Purchase Agreement, pursuant to which the Sponsor agreed to purchase
5,691,167 warrants (or up to 6,291,167 warrants if the Underwriters’ (as defined below) option to purchase additional units
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 an intended Business Combination (as defined below), the Sponsor or certain of the Company’s officers
or directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 of such
loans may be convertible into an additional 1,000,000 Private Placement Warrants (the “Working Capital Warrants”);
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 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.


 


“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 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 mean the Class B
Common Stock 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 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.


 


“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 between the Company, the Sponsor and each of the Company’s officers,
directors and director nominees.


 


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


 


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


 


“Nominee” is defined in Section 6.1.


 


“Permitted Transferees” shall mean
a 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 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.


 


“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 (including any shares of Common Stock or other equivalent equity security issued or issuable upon the
conversion of any such Founder Shares or exercisable for Common Stock), (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) the Working Capital
Warrants (including any shares of the Common Stock issued or issuable upon the conversion of working capital loans) (d) any
outstanding shares of the Common Stock or any other equity security (including the shares of the 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, and (e) any
other equity security of the Company issued or issuable with respect to any such shares of the 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:
(i) 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;
(ii) 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; (iii) such securities shall have ceased to be outstanding; or (iv) 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 or the Takedown Requesting Holder initiating an Underwritten Shelf Takedown.


 


“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 from time to time.


 


“Shelf” shall have the meaning given
in subsection 2.3.1.


 


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


 


“Sponsor Director” means an individual
elected to the Board that has been nominated by the Sponsor pursuant to this Agreement.


 


“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 II


REGISTRATIONS


 


2.1. Demand Registration.


 


2.1.1. Request for Registration. Subject to the provisions
of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company
consummates the Business Combination, the Holders of at least a majority in interest 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 five (5) 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 three (3) business days after the receipt by the Holder of the notice from
the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such
Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand
Registration and the Company shall 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;
provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.


 






     


     


    

 


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; 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 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 Underwriters 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
Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advise 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 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. 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 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 seven (7) 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 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 three (3) 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
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 Underwriters selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection
2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.3.3.


 


2.2.2. Reduction of Piggyback Registration. If the managing
Underwriters in an Underwritten Registration that is to be a Piggyback Registration (other than Underwritten Shelf Takedown), in
good faith, advise 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 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, 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, if any, as to which Registration has been requested pursuant to
written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the
Maximum Number of Securities; and (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;


 


(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 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. Shelf Registrations.


 


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 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; a registration statement filed pursuant to this subsection
2.3.1 (a “Shelf”) shall provide for the resale of the Registrable Securities included therein pursuant
to any method or combination of methods legally available to, and requested by, any Holder. Within three (3) days of the Company’s
receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on a Shelf, the Company shall
promptly give written notice of the proposed Registration 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
shall so notify the Company, in writing, within three (3) days after the receipt by the Holder of the notice from the Company.
As soon as practicable thereafter, but not more than ten (10) days after the Company’s initial receipt of such written
request for a Registration on a Shelf, 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 subsection 2.3.1 if 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 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.


 






     


     


    

 


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 including 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 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
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 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.


 


2.3.4. If the managing 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 Common Stock or other
equity 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 respective number of Registrable Securities that each Takedown Requesting Holder has so requested
to be included in such Underwritten Shelf Takedown.


 


2.3.5. The Sponsor 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 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.


 


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 requested by the
Holders or any Underwriters 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 (other than by
way of a document incorporated by reference) 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 Underwriters 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, Underwriters, 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 Underwriters 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 Underwriters 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 Underwriters 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 Underwriters
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 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 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, to
the extent that such rule or such successor rule is available to the Company), 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.


 


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 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 holds any Registrable Securities:


 


5.1.1. The Sponsor shall have the right, but not the obligation,
to designate three individuals to be appointed or nominated, as the case may be, for election to the Board (including any successor,
each, a “Nominee”) by giving written notice to the Company on or before the time such information is
reasonably requested by the Board or the Nominating Committee of the Board, as applicable, for inclusion in a proxy statement for
a meeting of stockholders provided to the Sponsor.


 


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 there are three Sponsor Directors serving on
the Board at all times.


 


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, the Sponsor 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 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 or the size of the Board shall be increased
by one and such vacancy shall be filled with such successor Nominee as promptly as practicable following 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 amended and restated certificate of incorporation or amended and restated
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. Each Nominee may, but does not need to qualify as “independent”
pursuant to listing standards of the New York Stock Exchange (or such other national securities exchange upon which the Company’s
securities are then listed).


 






     


     


    

 


5.1.10. 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, Sponsor shall be entitled
to propose a different nominee to the Board within 30 calendar days of the Company’s notice to Sponsor of its objection to
the Nominee and such replacement Nominee shall be subject to the review process outlined above.


 


5.1.11. The Company shall take all necessary action to cause
a Nominee chosen by the Sponsor, at the request of such Nominee to be elected to the board of directors (or similar governing body)
of each material operating subsidiary of the Company. The Nominee, as applicable, 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:
510 Madison Avenue, 19th Floor, New York, New York 10022, Attention: Jessica Marion, by email at jessica.r.marion@oneequity.com,
with copy to; Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attention: Christian O. Nagler and
Peter S. Seligson, 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.


 






     


     


    

 


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.


 


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 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.


 


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 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. Waivers and Extensions. Any party to this Agreement
may waive any right, breach or default which such party has the right to waive, provided that such waiver will not be effective
against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement. Waivers
may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional.
No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding
breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any
obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.


 


6.11. 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.


 


6.12. 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.


 


6.13. Term. This Agreement shall terminate upon the earlier
of (i) the tenth anniversary of the date of this Agreement and (ii) the date as of which no Registrable Securities remain
outstanding. 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:
	 	ONE EQUITY PARTNERS OPEN WATER I CORP.
	 	 	 
	 	By:	 
	 	Name:	Jessica Marion
	 	Title:	Chief Financial Officer
	 	 
	 	HOLDERS:
	 	OEP OPEN WATER I HOLDINGS, LLC
	 	 	 
	 	By:	 
	 	Name:	Jessica Marion
	 	Title:	Chief Financial Officer



 


[Signature Page to Registration and Stockholder
Rights Agreement]