Exhibit 10.3


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of January 19, 2021, is made and entered into by and among Oyster Enterprises Acquisition Corp., a Delaware corporation
(the “Company”), Oyster Enterprises LLC, a Delaware limited liability company (the “Sponsor”),
and the undersigned parties listed under Holders 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 5.2 of this Agreement,
a “Holder” and collectively the “Holders”).


 


RECITALS


 


WHEREAS, the Company and the Sponsor
have entered into that certain Securities Subscription Agreement, dated as of November 16, 2020, pursuant to which the Sponsor
purchased an aggregate of 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common
stock, par value $0.0001 per share (the “Class B Common Stock”) (up to 750,000 of which are subject to
forfeiture depending on the extent to which the over-allotment option of the Banks (as defined below) in connection with the Company’s
initial public offering is exercised);


 


WHEREAS, the Founder Shares are convertible
into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”),
on the terms and conditions provided in the Company’s amended and restated certificate of incorporation, as may be amended
from time to time;


 


WHEREAS, on January 19, 2021,
the Company and the Sponsor entered into that certain Private Placement Warrants Subscription Agreement, pursuant to which the
Sponsor agreed to purchase an aggregate of 4,450,000 warrants (or up to 4,825,000 warrants pro rata to the extent that the Banks’
over-allotment option in connection with the Company’s initial public offering is exercised) (the “Sponsor Private
Placement Warrants”) from the Company at a price of $1.00 per warrant in a private placement occurring simultaneously
with the closing of the Company’s initial public offering (and the closing of the over-allotment option, if applicable);


 


WHEREAS on January 19 2021, the
Company and Imperial Capital, LLC (“Imperial”) entered into that certain Private Placement Warrants Subscription
Agreement (the “Imperial Warrants Subscription Agreement”), pursuant to which Imperial agreed to purchase an
aggregate of 1,200,000 warrants (or up to 1,380,000 warrants pro rata to the extent that the Banks’ over-allotment option
in connection with the Company’s initial public offering is exercised) (the “Imperial Private Placement Warrants”)
from the Company at a price of $1.00 per warrant in a private placement occurring simultaneously with the closing of the Company’s
initial public offering (and the closing of the over-allotment option, if applicable).


 






    


     


    

 


WHEREAS, on January 19, 2021,
the Company and I-Bankers Securities, Inc. (“I-Bankers” and, together with Imperial, the “Banks”)
entered into that certain Private Placement Warrants Subscription Agreement (the “I-Bankers Warrants Subscription Agreement”
and, together with the Imperial Warrants Subscription Agreement, the “Underwriter Warrant Subscription Agreements”),
pursuant to which I-Bankers agreed to purchase an aggregate of 300,000 warrants (or up to 345,000 warrants pro rata to the extent
that the Banks’ over-allotment option in connection with the Company’s initial public offering is exercised) (those
warrants, together with the Sponsor Private Placement Warrants and the Imperial Private Placement Warrants, the “Private
Placement Warrants”) from the Company at a price of $1.00 per warrant in a private placement occurring simultaneously
with the closing of the Company’s initial public offering (and the closing of the over-allotment option, if applicable);


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor, Alden Global Capital
LLC or any other affiliate of the Sponsor or certain of the Company’s officers and directors may loan to the Company funds
as the Company may require, of which up to $1,500,000 of such loans may be convertible into warrants (“Working Capital
Warrants” and, together with the Private Placement Warrants, the “Warrants”) at a price of $1.00 per
warrant at the option of the lender;


 


WHEREAS, each whole Warrant shall entitle
the holder thereof to purchase one share of Common Stock (subject to adjustment); and


 


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


 


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


 


ARTICLE I

DEFINITIONS


 


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


 


“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 the Chief 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 hereto.


 


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


 






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“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.


 


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


 


“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 hereto.


 


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


 


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


 


“Exchange Act” shall mean
the Securities Exchange Act of 1934, as amended, and as it may be further 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 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 Company’s initial Business Combination, (x) if
the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after
the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital
stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the
right to exchange their shares of common stock for cash, securities or other property.


 


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


 


“Insider Letter” shall
mean that certain letter agreement, dated as of January 19, 2021, by and among the Company, the Sponsor and each of the
Company’s officers and directors.


 






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“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.


 


“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, and pursuant
to the Insider Letter, the Underwriter Warrants Subscription Agreements 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 (i) Private Placement Warrants that are held by the initial purchasers of such Private Placement
Warrants or their Permitted Transferees and (ii) any shares of Common Stock issued or issuable upon the exercise or conversion
of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement Warrants or their Permitted
Transferees, the period ending 30 days after the completion of the Company’s initial Business Combination.


 


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


 


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


 


“Registrable Security”
shall mean (a) the shares of Common Stock issued or issuable upon the conversion of any Founder Shares, (b) the Warrants
(including any shares of Common Stock issued or issuable upon the exercise of any such Warrants), (c) any outstanding share
of Common Stock or any other equity security (including, without limitation, the shares of Common Stock issued or issuable upon
the exercise or conversion of any other equity security, units comprising shares of Common Stock and warrants, and warrants) of
the Company held by a Holder as of the date of this Agreement, and (d) any other equity security of the Company issued or
issuable with respect to any of the securities described in the foregoing clauses (a) – (c) 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 security shall cease to be a Registrable Security when: (A) a
Registration Statement with respect to the sale of such security shall have become effective under the Securities Act and such
security shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such
security shall have been otherwise transferred, a new certificate for such security not bearing a legend restricting further transfer
shall have been delivered by the Company and subsequent public distribution of such security shall not require registration under
the Securities Act; (C) such security shall have ceased to be outstanding; (D) such security may be sold without registration
pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated by the Commission)(but with
no volume or other restrictions or limitations); or (E) such security has been sold to, or through, a broker, dealer or underwriter
in a public distribution or other public securities transaction.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Registration Statement”
shall mean any registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and
regulations promulgated thereunder (other than a Registration Statement on Form S-4 or Form S-8, or their successors),
which registration statement 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, and as may be further amended from time to time.


 


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


 






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“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.


 


“Underwriter Warrants Subscription
Agreements” shall have the meaning given in the Recitals hereto.


 


“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.


 


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


 


“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 a 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), 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
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.


 






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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 the 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 interfered with by any stop order or injunction of the Commission, federal
or state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not
to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated,
and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect
to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days,
of such election; and provided, further, that the Company shall not be obligated or required to file another Registration
Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration
becomes effective or is subsequently terminated.


 


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 shares of Common Stock or other equity securities that the Company desires to sell and the shares
of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration
rights held by any other stockholders of the Company 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 the Underwritten 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 to 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) 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 requested to 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)
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), 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 (iv) fourth, to the extent the Maximum Number
of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Common Stock or other equity
securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written
contractual arrangements with such persons that can be sold without exceeding the Maximum Number of Securities.


 






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2.1.5            Demand
Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest
of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from
a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and
the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the
Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such
Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration
Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection
2.1.5.


 


2.2         Piggyback
Registration.


 


2.2.1            Piggyback
Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a
Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders
of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1
hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan,
(ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an
offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then
the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable
but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe
the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of
the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable
Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing
within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”).
The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use
its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable
Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in such Piggyback Registration on the
same terms and conditions as any similar securities of the Company included in such Piggyback 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.


 






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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 securities that the Company desires to sell, taken together with (i) the shares
of Common Stock or other equity securities, 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
or other equity securities, 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 requested to 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; 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 or other equity securities, 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;


 






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(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 hereof, pro rata, based on the respective number of Registrable Securities that each Holder has requested
to 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 (or in the case of an Underwritten Registration pursuant to Rule 415
under the Securities Act, at least two Business Days prior to the time of pricing of the applicable offering). The Company (whether
on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual
obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any
time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the
Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its
withdrawal under this subsection 2.2.3.


 


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


 


2.3         Registrations
on Form S-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the
Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission),
register the resale of any or all of their Registrable Securities on Form S-3 or any similar short-form registration statement
that may be available at such time (“Form S-3”); provided, however, that the Company shall
not be obligated to effect such request through an Underwritten Offering. Within ten (10) days of the Company’s receipt
of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall
promptly give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and
each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities
in such Registration on Form S-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the
Holder of the notice from the Company. As soon as practicable thereafter, but not more than forty (40) 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 relating
to all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all
or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written
notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect
any such Registration pursuant to Section 2.3 hereof if (i) a Form S-3 is not available for such offering;
or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled
to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any
aggregate price to the public of less than $10,000,000.


 






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Any request for an Underwritten Offering pursuant
to a Form S-3 shall follow the procedures of Section 2.1 (including Section 2.1.4) but shall not count
against the number of long form Demand Registrations that may be made pursuant to Section 2.1.1.


 


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 or Vice Chairman of the Board, the Chief Executive Officer,
the Chief Financial Officer, the Chief Legal Officer or the Secretary of the Company stating that in the good faith judgment of
the Board it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that
it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to
defer such filing for a period of not more than thirty (30) days; provided, however, that the Company shall
not defer its obligation in this manner more than once in any 12-month period. Notwithstanding anything to the contrary contained
in this Agreement, no Registration shall be effected or permitted and no Registration Statement shall become effective, with respect
to any Registrable Securities held by any Holder, until after the expiration of the Founder Shares Lock-Up Period or the Private
Placement Lock-Up Period, as the case may be.


 


2.5            Underwritten
Registration. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Registration
pursuant to any then effective Registration, including a Form S-3, that is then available for such offering.


 






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ARTICLE III

COMPANY PROCEDURES


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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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 $25,000,000, use its
reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations
that may be reasonably requested by the Underwriter in any Underwritten Offering;


 


3.1.16            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 (such consent not to be unreasonably withheld); and


 


3.1.17            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.


 






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3.4            Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains
a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received
copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants
to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it
is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued
use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure
or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons
beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the
filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event
more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event the Company
exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred
to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities.
The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this
Section 3.4.


 


3.5            Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting
company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of
the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants
that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable
such Holder to sell shares of 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.


 


3.6            Limitations
on Registration Rights. Notwithstanding anything herein to the contrary, the Banks may not exercise their rights under Sections
2.1 and 2.2 hereunder after five (5) and seven (7) years, respectively, after the effective date of the registration
statement relating to the Company’s initial public offering.


 






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ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1         Indemnification.


 


4.1.1            The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors
and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities
and expenses (including, without limitation, reasonable attorneys’ fees) caused by any untrue or alleged untrue statement
of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as the same are caused by or contained in any information or affidavit so 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 or alleged untrue
statement of material fact contained in the 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, 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.


 






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


 


4.1.5            If
the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying
party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as
a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative
fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative
fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action
in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material
fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s
and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action;
provided, however, that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount
of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party
as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth
in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred
by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable
if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other
method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5.
No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.


 






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ARTICLE V

MISCELLANEOUS


 


5.1         Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person
or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile.
Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently
given, served, sent, and received, in the case of mailed notices, on the third Business Day following the date on which it is mailed
and, in the case of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered
to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee
upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: 300 Main Street,
Stamford, CT 06901, Attention: Heath B. Freeman, 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 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, the Insider Letter, the Underwriter Warrants Subscription
Agreements and other applicable agreements.


 


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


 


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


 


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


 


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


 






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5.4            Counterparts;
Electronic Signatures. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be
an original and all of which when taken together shall constitute one and the same instrument. The words “execution,”
 “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement
or document related to this Agreement shall include images of manually executed signatures transmitted by facsimile or other electronic
format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures
(including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without
limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall
be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping
system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any
state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.


 


5.5            Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY
AGREE THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS
AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS
OF SUCH JURISDICTION AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL
COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE
UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY
JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


5.6            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.


 


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


 






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5.8            Term.
This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the
date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event
prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or
any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted
to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on
the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall
survive any termination.


 


[Signature pages follow]


 






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


 


	 	COMPANY:
	 	 	 
	 	OYSTER ENTERPRISES ACQUISITION CORP.
	 	 	 
	 	 	 
	 	By: 	/s/ Michael J. Monticciolo
	 	 	Name: Michael J. Monticciolo
	 	 	Title: Chief Legal Officer, Chief Operating Officer and Secretary
	 	 	 
	 	HOLDERS:
	 	 	 
	 	OYSTER ENTERPRISES LLC
	 	By: Oyster AG Manager LLC, its Manager
	 	 	 
	 	 	 
	 	By: 	/s/ Heath B. Freeman
	 		Heath B. Freeman, Member
	 	 	 
	 	IMPERIAL CAPITAL, LLC
	 	 	 
	 	 	 
	 	By:	/s/ Chris Shepard
	 	 	Name: Chris Shepard
	 	 	Title: Executive Vice President
	 	 	 
	 	I-BANKERS SECURITIES, INC.
	 	 	 
	 	 	 
	 	By:	/s/ Shelley Leonard
	 	 	Name: Shelley Leonard
	 	 	Title: President


 


[Signature Page to Registration Rights Agreement]