Exhibit 10.13


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this
 “Agreement”), dated as of [ ], is made and entered into by and among Growth Capital Acquisition Corp.,
a Delaware corporation (the “Company”) and Growth Capital Sponsor LLC, a Delaware limited liability company
(the “Sponsor”) (together with any person or entity who hereafter becomes a party to this Agreement pursuant
to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).


 


RECITALS


 


WHEREAS,
the Company intends to consummate an initial public offering (the “IPO”) of the Company’s units
(the “Public Units”), each Public Unit consisting of one Class A common share of the Company, par value
$0.0001 per share (the “Common Stock”), and one warrant; each warrant entitles the holder thereof to
purchase one share of Common Stock at an exercise price of $11.50 per share (“Public Warrants”).


 


WHEREAS, the Sponsor owns an aggregate
of 1,139,584 shares (such shares, the “Founder Shares”) of the Company’s Class B
common stock, par value $0.0001 per share, up to 156,250 of which will be forfeited to the Company for no consideration depending
on the extent to which the underwriters of the Company’s initial public offering (the “IPO”) exercise
their over-allotment option (the “Class B Common Stock”);


 


WHEREAS, the Founder Shares are convertible
into shares of Common Stock, on the terms and conditions provided in the Company’s amended and restated certificate of incorporation;


 


WHEREAS, on [ ], the Company and
the Sponsor entered into that certain Private Placement Warrant Purchase Agreement (the “Private Placement Warrant
Purchase Agreement”), pursuant to which the Sponsor agreed to purchase 1,393,334 warrants (or up to 1,533,334 warrants
if the underwriters in the IPO exercise their over-allotment option) (“Private Placement Warrants”, and
together with the Public Warrants, “Warrants”), in a private placement transaction occurring simultaneously
with the closing of the IPO; each Private Placement Warrant entitles the holder thereof to purchase one share of Common Stock at
a price of $11.50 per share; and


 


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


 


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


 


ARTICLE I


DEFINITIONS


 


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


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Co-Chief
Executive Officers 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.


 


“Aggregate Assumed Purchase
Price” shall have the meaning given in subsection 2.6.


 






     


     


    

 


“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 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.


 


“Electing Holder”
shall have the meaning given in subsection 2.6.


 


“Event” shall
have the meaning given in subsection 2.6.


 


“Event Date” shall
have the meaning given in subsection 2.6.


 


“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. 


 


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


 


“Founder Shares Lock-up Period”
shall mean, with respect to the Founder Shares, the period ending on the earlier of (A) six months 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 60 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 [ ], by and among the Company and the Sponsor.


 


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


 


“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 any prospectus
and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading.


 


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


 






     


     


    

 


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


 


“Private Placement Lock-up Period”
shall mean, with respect to Private Placement Warrants (and securities issuable upon such warrants) that are held by the initial
holders of such Private Placement Warrants or their Permitted Transferees (and their component securities), 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.


 


“Public Units”
shall have the meaning given in the Recitals hereto and shall be deemed the include underlying shares of Common Stock and warrants


 


“Registrable Security”
shall mean (a) the Founder Shares and the shares of Common Stock issued or issuable upon the conversion of any Founder Shares,
(b)  the Private Placement Warrants and any shares of Common Stock issued or issuable upon the exercise of the Private Placement
Warrants, (c) any outstanding shares of Common Stock or any other equity security (including the shares of Common Stock issued
or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement, (d)
any equity securities (including shares of Common Stock issued or issuable upon the exercise of any such equity security) of the
Company issuable upon conversion of any working capital loans made to the Company by a Holder 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 have been sold without registration
pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission);
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 the securities to be registered);


 


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


 






     


     


    

 


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


 


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


 


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


 


“Registration Liquidated Damages”
shall have the meaning given in subsection 2.6.


 


“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.


 


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


 


“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.


 


(a) 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 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, the Registration of all Registrable Securities requested by the Demanding Holder(s) and Requesting
Holder(s) pursuant to such Demand Registration, including by filing a Registration Statement relating thereto as soon as
practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration.
The Company shall use reasonable best efforts to cause such registration to become effective as soon as practicable
thereafter, but in any event within sixty (60) calendar days following the filing of such Registration Statement if the
Registration Statement is not reviewed by the Commission and within ninety (90) calendar days following the filing of such
Registration Statement if the Registration Statement is reviewed by the Commission. Under no circumstances shall the Company
be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under
this subsection 2.1.1 with respect to any or all Registrable
Securities; provided, however, that a Registration shall not be counted for such purposes unless a
Form S-1 or any similar long-form registration statement that may be available at such time
(“Form S-1”) has become effective and all of the Registrable Securities requested by the
Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in
accordance with Section 3.1 of this Agreement.


 






     


     


    

 


2.1.2 Effective Registration.
Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration pursuant
to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the
Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the
Company has complied with all of its obligations under this Agreement with respect thereto; provided, further,
that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration
pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or
state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to
have been declared effective, unless and until, (a) such stop order or injunction is removed, rescinded or otherwise terminated,
and (b) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect
to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days,
of such election; and provided, further, that the Company shall not be obligated or required to file another
Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant
to a Demand Registration becomes effective or is subsequently terminated. 


 


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


  


2.1.4 Reduction of
Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand
Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that
the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire
to sell, taken together with all other Common Stock or other equity securities that the Company desires to sell and the
shares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual
piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or
maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed
offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar
amount or maximum number of such securities, as applicable, the
 “Maximum Number of Securities”), then the
Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding
Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each
Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate
number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such
Underwritten Registration (such proportion is referred to herein as “Pro Rata”))
that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders (Pro Rata, based on
the respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their
Registrable Securities pursuant to subsection 2.2.1 hereof, without exceeding the Maximum Number of
Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (i) and (ii), Common Stock or other equity securities that the Company desires to sell, which can be sold
without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (i), (ii) and (iii), 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 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 shares of Common Stock that the Company desires to sell, taken together with (i) the shares of Common
Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or
entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration
has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock, if any, as
to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders
of the Company, exceeds the Maximum Number of Securities, then:


 


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


 






     


     


    

 


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


 


2.2.3 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. Any Holder of Registrable Securities may at any time, and from time to time, request in writing that the
Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the
Commission), register the resale of any or all of their Registrable Securities on Form S-3 or any similar short form
registration statement that may be available at such time
(“Form S-3”); provided, however, that the Company shall not be
obligated to effect such request through an Underwritten Offering. Within 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 fifteen (15) days after the Company’s initial receipt of such written request for a Registration on
Form S-3, the Company shall file a registration statement covering 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. The Company shall use reasonable best efforts to cause such registration to become effective as soon as practicable
thereafter, but in any event within sixty (60) calendar days following the filing of such Registration Statement if the
Registration Statement is not reviewed by the Commission and within ninety (90) calendar days following the filing of such
Registration Statement if the Registration Statement is reviewed by the
Commission; provided, however, that the Company shall not be obligated to effect any such
Registration pursuant to Section 2.3 hereof if (i) a Form S-3 is not available for such
offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the
Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity
securities (if any) at any aggregate price to the public of less than $5,000,000.


 






     


     


    

 


2.4 Restrictions on Registration
Rights. If 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, the Holders have requested an Underwritten Registration and (A) the
Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer or (B) in the good
faith judgment of the Board such Registration would be materially 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 materially 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.


 


2.5 [RESERVED].


 


2.6. Effect of Failure to File and Obtain
and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement, as applicable, is not filed with the
Commission on or prior to the filing deadline set forth in Section 2.1.1 or 2.3, as applicable, (ii) the Registration Statement,
as applicable, is not declared effective by the Commission (or otherwise does not become effective) for any reason on or prior
to the effectiveness deadline set forth in Section 2.1.1, 2.3, or 2.5, as applicable, or (iii) after its effective date, (A)
such Registration Statement ceases for any reason (including, without limitation, by reason of a stop order or the Company’s
failure to update the Registration Statement) to remain continuously effective as to all Registrable Securities thereunder for
which it is required to be effective pursuant to this Agreement or (B) the Holders are not permitted to utilize the prospectus
in such Registration Statement to resell Registrable Securities (any such failure or breach in clauses (i) through (iii) above
being referred to as an “Event,” and, for purposes of clauses (i), (ii), or (iii), the date on which
such Event occurs, being referred to as an “Event Date”), then in addition to any other rights the Holders
may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if
the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each
Holder, at each such Holder’s election (each, an “Electing Holder”), an amount in cash, as liquidated
damages and not as a penalty (the “Registration Liquidated Damages”), equal to two percent (2.0%) of
the Aggregate Assumed Purchase Price (as defined below) paid by such Electing Holder for the Registrable Securities for which no
Registration Statement is filed, effective, or available for use as provided in clauses (i) through (iii), in each case, as applicable.
Notwithstanding anything herein to the contrary, this Section 2.6 shall not apply with respect to Events relating to Registration
Statements contemplated by Section 2.1.1 and Section 2.3 until after the consummation of the Company’s initial Business Combination.
Such payments shall be made to each Electing Holder in cash no later than ten (10) business days after the first Event Date and
the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of two percent (2.0%) per
month on any Registration Liquidated Damages that shall not be paid by the applicable payment date until such amounts are paid
in full. For purposes of this Section 2.6, the “Aggregate Assumed Purchase Price” shall mean the sum
of $11.00 multiplied by the aggregate amount of Registrable Securities constituting Units; $10.00 multiplied by the aggregate amount
of Registrable Securities constituting shares of Common Stock, and $2.00 multiplied by the aggregate amount of Registrable Securities
constituting whole Warrants, for which no such Registration Statement, is filed, effective, or available for use as provided in
clauses (i) through (iii), in each case, as applicable, with respect to such Registrable Securities.


 






     


     


    

 


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 any Holder or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions
applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep
the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance
with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;


 


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 each Holder of Registrable
Securities included in such Registration, and each such Holder’s 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 each Holder 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 any Holder 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,
furnish a copy thereof to each seller of such Registrable Securities and its counsel, including, without limitation, providing
copies promptly upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus; 


 






     


     


    

 


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


 


3.1.10 permit a representative of the
Holders (such representative to be selected by a majority of the participating Holders), the Underwriters, if any, and any attorney
or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in the preparation
of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably
requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however,
that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory
to the Company, prior to the release or disclosure of any such information; and provided further, the Company may not
include the name of any Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration Statement
or Prospectus, any amendment or supplement to such Registration Statement or Prospectus, any document that is to be incorporated
by reference into such Registration Statement or Prospectus, or any response to any comment letter, without the prior written consent
of such Holder or Underwriter and providing each such Holder or Underwriter a reasonable amount of time to review and comment on
such applicable document, which comments the Company shall include unless contrary to applicable law;


 


3.1.11 obtain a “cold comfort”
letter from the Company’s independent registered public accountants in the event of an Underwritten Registration which the
participating Holders may rely on, 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 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 the shares of Common Stock held by such Holder without registration under the Securities Act within the limitation
of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter
by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder
a written certification of a duly authorized officer as to whether it has complied with such requirements.


 


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 affiliates, 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) permit such indemnifying party to assume
the defense of such claim with counsel reasonably satisfactory to the indemnified party if the indemnifying party provides notice
of such to the indemnified party within 30 days of the indemnifying party’s receipt of notice of such claim. After notice
from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be
liable to the indemnified party for any other legal expenses except as provided below and except for the reasonable costs of investigation
subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ
its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified
party unless (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party,
(2) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available
to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3) a
conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the
indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf
of the indemnified party) or (4) the indemnifying party has not in fact employed counsel to assume the defense of such action
or counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable time after receiving notice of the
commencement of the action; in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the
expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection
with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other
charges of more than one separate firm admitted to practice in such jurisdiction (plus local counsel) at any one time for all such
indemnified party or parties. 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). No indemnifying
party shall, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any
pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 4 (whether or not any indemnified
party is a party thereto), unless such settlement, compromise or consent (1) includes an express and unconditional release
of each indemnified party, in form and substance reasonably satisfactory to such indemnified party, from all liability arising
out of such litigation, investigation, proceeding or claim and (2) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.


 


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


MISCELLANEOUS


 


5.1 Notices. Any notice or communication
under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified,
postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing
evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile. Each notice or communication that
is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received,
in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered
by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the addressee (with the delivery
receipt 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: The Chrysler Building, 405 Lexington Ave, New York,
NY 10174, and, if to any Holder, at such Holder’s address or contact information as set forth in the Company’s books
and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties
hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.


 


5.2 Assignment; No Third Party Beneficiaries.


 


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


 


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


 


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


 


5.2.4 This Agreement shall not confer
any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement, including Section
4.1 and Section 5.2 hereof.


 


5.2.5 No assignment by any party
hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless
and until the Company shall have received (i) written notice of such assignment as provided
in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably
satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an
addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in
this Section 5.2 shall be null and void.


 






     


     


    

 


5.3 Counterparts. This Agreement
may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original,
and all of which together shall constitute the same instrument, but only one of which need be produced.


 


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


 


5.5 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.


 


5.6 Prior Agreements. Each party
hereto represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar
terms and conditions between the parties hereto and in the event of a conflict between any such agreement or agreements and this
Agreement, the terms of this Agreement shall prevail.


 


5.7 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) with respect to any Holder, such Holder ceasing to hold Registrable Securities.


 


5.8 Most Favored Nation. Without
the prior written consent of the Sponsor, the Company has not provided, and shall not provide, to any party, contract terms, rights
or benefits more favorable, in form or substance, than those provided to the Sponsor by this Agreement, unless, in any such case,
the Sponsor has been provided with such contract terms, rights and benefits.


 


[Signature Page Follows]


 






     


     


    

 


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


 


	 	COMPANY:
	 	 
	 	GROWTH CAPITAL ACQUISITION CORP.,
	 	a Delaware corporation
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:   
	 	 	 
	 	HOLDER:
	 	 
	 	GROWTH CAPITAL SPONSOR LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:   
	 	 


 


[Signature Page to Registration
Rights Agreement- Growth Capital Acquisition Corp.-Growth Capital Sponsor LLC]