Exhibit 10.4


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this
 “Agreement”), dated as of [________], 2021, is made and entered into by and among StoneBridge Acquisition
Corporation, a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under
Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).


 


RECITALS


 


WHEREAS, the Company and the Investors
desire to enter into this Agreement, pursuant to which the Company shall grant the Investors certain registration rights with respect
to certain securities of the Company held by them as of the date hereof or that may be held by them upon consummation of a Business
Combination (defined below);


 


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


 


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


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief
Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required
to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein
(in the case of any Prospectus and any preliminary Prospectus, in the light of the circumstances under which they were made) not
misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the
Company has a bona fide business purpose for not making such information public.


 


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


 


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


 


“Business Combination”
shall mean any merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination
with one or more businesses, involving the Company.


 


“Class B Ordinary Shares”
means the Class B ordinary shares, par value $0.0001 per share, of the Company.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


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


 


“Demand Registration”
shall have the meaning given in Section 2.01(a).


 


“Demanding Investor”
shall have the meaning given in Section 2.01(a).


 


“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 Section 2.01(a).


 


“Form S-3” shall
have the meaning given in Section 2.03.





 






     


     


    

 


“Founder Shares”
shall mean the 5,750,000 Class B Ordinary Shares that Sponsor purchased from the Company pursuant to the Founder Shares Purchase
Agreement (up to 750,000 of which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment
option is exercised) and shall be deemed to include the Ordinary Shares issuable upon conversion thereof.


 


“Founder Shares Lock-up Period”
shall mean, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the completion of the Company’s
initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Ordinary
Shares equals or exceeds $12.00 per Ordinary Share (as adjusted for share splits, share consolidations, share capitalizations,
rights issuances, subdivisions, 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, share exchange, reorganization or other similar transaction that results in all of the Company’s
shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.


 


“Founder Shares Purchase Agreement”
shall mean that certain Securities Subscription Agreement by and between the Sponsor and Company, dated as of February 5, 2021.


 


“Insider Letter”
shall mean that certain letter agreement, dated as of [________], 2021, by and among the Company, the Sponsor and each of the Company’s
officers, directors and director nominees.


 


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


 


“Maximum Number of Securities”
shall have the meaning given in Section 2.01(d).


 


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


 


“Ordinary Shares”
shall mean the Class A ordinary shares, par value $0.0001 per share, of the Company.


 


“Permitted Transferees”
shall mean a person or entity to whom an Investor 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, this Agreement, and any other applicable agreement between such Investor and the Company, and to any transferee
thereafter.


 


“Piggyback Registration”
shall have the meaning given in Section 2.01(a).


 


“Private Placement Lock-up
Period” shall mean, with respect to Private Placement Warrants that are held by the initial purchasers of such Private
Placement Warrants or their Permitted Transferees, and any of the Ordinary Shares or Warrants underlying the Private Placement
Warrants and that are held by the initial purchasers of the Private Placement Units or their Permitted Transferees, the period
ending 30 days after the completion of the Company’s initial Business Combination.


 


“Private Placement Warrants”
shall mean the aggregate 6,000,000 Warrants (or up to 6,600,000 warrants if the over-allotment option in connection with the Company’s
initial public offering is exercised in full) to be purchased by the Sponsor pursuant to those certain Private Placement Warrants
Purchase Agreements between the Company and the Sponsor dated [___].


 


“Pro Rata” shall
have the meaning given in subsection Section 2.01(d).


 


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


 






     


     


    

 





“Registrable Security”
shall mean (a) the Founder Shares and the Ordinary Shares issued or issuable upon the conversion of any Founder Shares, (b) the
Private Placement Warrants, and (c) any other equity security of the Company issued or issuable with respect to any such Ordinary
Shares by way of a share dividend, share subdivision, share consolidation, share capitalization or in connection with a combination
of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular
Registrable Security, such securities shall cease to be Registrable Securities when: (i) a Registration Statement with respect
to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred,
disposed of or exchanged in accordance with such Registration Statement; (ii) such securities shall have been otherwise transferred,
new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company
and subsequent public distribution of such securities shall not require registration under the Securities Act; (iii) such securities
shall have ceased to be outstanding; (iv) such securities may be sold without Registration pursuant to Rule 144 promulgated under
the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or
limitations); or (v) 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 Ordinary Shares are 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 legal
counsel selected by the majority-in-interest of the Demanding Investors initiating a Demand Registration to be registered for offer
and sale in the applicable Registration.


 


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


 


“Requesting Investor”
shall have the meaning given in Section 2.01(a).


 


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


 


“Sponsor” shall
mean StoneBridge Acquisition Sponsor LLC, a Delaware limited liability company.


 


“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.


 


“Units” means
the units of the Company, each comprised of one Ordinary Share and one-half of one redeemable Warrant.


 


“Warrants” mean
the warrants of the Company redeemable to purchase Ordinary Shares.


 


ARTICLE
II REGISTRATIONS


 


Section 2.01 Demand Registration.


 


(a) Request for Registration. Subject
to the provisions of Section 2.01(d) and Section 2.04 hereof, at any time and from time to time on or after the date
the Company consummates the Business Combination, the Investors of at least a majority in interest of the then-outstanding number
of Registrable Securities (the “Demanding Investors”) may make a written demand for Registration under
the Securities Act 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 10 days of the Company’s receipt of the Demand Registration, notify,
in writing, all other Investors of Registrable Securities of such demand, and each Investor of Registrable Securities who thereafter
wishes to include all or a portion of such Investor’s Registrable Securities in a Registration pursuant to a Demand Registration
(each such Investor that includes all or a portion of such Investor’s Registrable Securities in such Registration, a “Requesting
Investor”) shall so notify the Company, in writing, within five days after the receipt by the Investor of the notice
from the Company. Upon receipt by the Company of any such written notification from a Requesting Investor(s) to the Company, such
Requesting Investor(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 45 days immediately after the Company’s
receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Investors and Requesting
Investors pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate
of three Registrations pursuant to a Demand Registration under this Section 2.01(a) 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 Investors to be registered on behalf of the Requesting Investors
in such Form S-1 Registration have been sold, in accordance with Section 3.01 of this Agreement.


 


(b) Effective Registration. Notwithstanding
the provisions of Section 2.01(a) above or any other part of this Agreement, a Registration pursuant to a Demand Registration
shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration
pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its
obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement
has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently
interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the
Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until,
(i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding
Investors 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 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.


 


(c) Underwritten Offering.
Subject to the provisions of Section 2.01(d) and Section 2.04 hereof, if a majority-in-interest of the
Demanding Investors 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 Investor or Requesting Investor (if any) to include its Registrable Securities in such Registration shall be
conditioned upon such Investor’s participation in such Underwritten Offering and the inclusion of such Investor’s
Registrable Securities in such Underwritten Offering to the extent provided herein. All such Investors proposing to
distribute their Registrable Securities through an Underwritten Offering under this Section 2.01(c) 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 Investors initiating the Demand Registration.


 






     


     


    

 


(d) 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 Investors and the Requesting Investors (if any) in writing that the dollar amount or number of Registrable
Securities that the Demanding Investors and the Requesting Investors (if any) desire to sell, taken together with all other Ordinary
Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration
has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders 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 Investors and the Requesting Investors (if any) (pro rata based on the respective number of Registrable
Securities that each Demanding Investor and Requesting Investor (if any) has requested be included in such Underwritten Registration
and the aggregate number of Registrable Securities that the Demanding Investors and Requesting Investors 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 Investors (Pro Rata, based on the respective number
of Registrable Securities that each Investor has so requested) exercising their rights to register their Registrable Securities
pursuant to Section 2.02(a) hereof, without exceeding the Maximum Number of Securities; and (iii) third, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity
securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary
Shares 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.


 


(e) Demand Registration Withdrawal.
A majority-in-interest of the Demanding Investors initiating a Demand Registration or a majority-in-interest of the Requesting
Investors (if any), pursuant to a Registration under Section 2.01(a) 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 Section 2.01(e).


 


Section 2.02 Piggyback Registration.


 


(a) 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
shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant
to Section 2.01 hereof), other than a Registration Statement (i) filed in connection with any employee share option or
other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders,
(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 Investors of Registrable Securities as
soon as practicable but not less than 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
Investors of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such
Investors may request in writing within five 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 Investors pursuant to this Section
2.02(a) 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 Investors proposing to distribute their Registrable
Securities through an Underwritten Offering under this Section 2.02(a) shall enter into an underwriting agreement in
customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.


 






     


     


    

 


(b) 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 Investors of Registrable Securities participating in the Piggyback Registration in writing that the
dollar amount or number of the Ordinary Shares that the Company desires to sell, taken together with (x) the Ordinary Shares, if
any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities
other than the Investors of Registrable Securities hereunder (y) the Registrable Securities as to which Registration has been requested
pursuant to Section 2.02 hereof, and (z) the Ordinary Shares, if any, as to which Registration has been requested pursuant
to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number
of Securities, then:


 


(i) If the Registration is undertaken
for the Company’s account, the Company shall include in any such Registration (A) first, the Ordinary Shares 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 Investors exercising their rights to register their Registrable Securities pursuant to Section 2.02(a) hereof, Pro Rata,
which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares, if any, as to which Registration has been requested
pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without
exceeding the Maximum Number of Securities; or


 


(ii) If the Registration is pursuant
to a request by persons or entities other than the Investors of Registrable Securities, then the Company shall include in any such
Registration (A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than
the Investors 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
Investors exercising their rights to register their Registrable Securities pursuant to Section 2.02(a), pro rata based on
the number of Registrable Securities that each Investor has requested be included in such Underwritten Registration and the aggregate
number of Registrable Securities that the Investors 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 Ordinary Shares 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 Ordinary Shares 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.


 


(c) Piggyback Registration
Withdrawal. Any Investor 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 Section 2.02(c).


 






     


     


    

 


(d) Unlimited Piggyback Registration Rights.
For purposes of clarity, any Registration effected pursuant to Section 2.02 hereof shall not be counted as a Registration
pursuant to a Demand Registration effected under Section 2.01 hereof.


 


Section 2.03 Registrations on Form S-3.
The Investors 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 days of the Company’s receipt of a written request from an Investor
or Investors 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 Investors of Registrable Securities, and each Investor of Registrable Securities who thereafter
wishes to include all or a portion of such Investor’s Registrable Securities in such Registration on Form S-3 shall so notify
the Company, in writing, within 10 days after the receipt by the Investor of the notice from the Company. As soon as practicable
thereafter, but not more than 12 days after the Company’s initial receipt of such written request for a Registration on Form
S-3, the Company shall register all or such portion of such Investor’s Registrable Securities as are specified in such written
request, together with all or such portion of Registrable Securities of any other Investor or Investors joining in such request
as are specified in the written notification given by such Investor or Investors; provided, however, that the Company
shall not be obligated to effect any such Registration pursuant to Section 2.03 hereof if (i) a Form S-3 is not available
for such offering; or (ii) the Investors of Registrable Securities, together with the Investors 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.


 


Section 2.04 Restrictions on Registration
Rights. If: (a) during the period starting with the date 60 days prior to the Company’s good faith estimate of the date
of the filing of, and ending on a date 120 days after the effective date of, a Company initiated Registration and provided that
the Company has delivered written notice to the Investors prior to receipt of a Demand Registration pursuant to Section 2.01(a)
and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become
effective; (b) the Investors have requested an Underwritten Registration and the Company and the Investors 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 Investors a certificate signed by the
Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for
such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration
Statement. In such event, the Company shall have the right to defer such filing for a period of not more than 30 days.


ARTICLE
III COMPANY PROCEDURES


 


Section 3.01 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:


 


(a) 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;





 






     


     


    

 


(b) prepare and file with the Commission such
amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested
by the Investors 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;


 


(c) prior to filing a Registration Statement
or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Investors of
Registrable Securities included in such Registration, and such Investors’ 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 Investors of Registrable Securities included in such Registration
or the legal counsel for any such Investors may request in order to facilitate the disposition of the Registrable Securities owned
by such Investors;


 


(d) 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 Investors 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 Investors 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;


 


(e) 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;


 


(f) 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;


 


(g) 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;


 


(h) at least five 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;


 


(i) notify the Investors 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 3.04 hereof;


 


(j) permit a representative of the
Investors (such representative to be selected by a majority of the participating Investors), the Underwriters, if any, and
any attorney or accountant retained by such Investors, 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 representative, 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;


 






     


     


    

 


(k) obtain a “cold comfort” letter
from the Company’s independent registered public accountants in the event of an Underwritten Registration which the participating
Investors 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
Investors;


 


(l) 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 Investors, 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 Investors,
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 Investors;


 


(m) 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;


 


(n) make available to its security holders,
as soon as reasonably practicable, an earnings statement covering the period of at least 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);


 


(o) 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


 


(p) otherwise, in good faith, cooperate reasonably
with, and take such customary actions as may reasonably be requested by the Investors, in connection with such Registration.


 


Section 3.02 Registration Expenses.
The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Investors that the Investors
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 Investors.


 


Section 3.03 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 (a) agrees to sell such person’s securities on the
basis provided in any underwriting arrangements approved by the Company and (b) 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.


 


Section 3.04 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 Investors 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 Investors, 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 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 Investors 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 Investors of the
expiration of any period during which it exercised its rights under this Section 3.04.


 






     


     


    

 


Section 3.05 Reporting Obligations.
As long as any Investor 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 Investors with true and complete copies of all such filings. The Company further covenants
that it shall take such further action as any Investor may reasonably request, all to the extent required from time to time to
enable such Investor to sell Ordinary Shares held by such Investor 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 Investor, the Company shall deliver to such Investor
a written certification of a duly authorized officer as to whether it has complied with such requirements.


 


ARTICLE
IV INDEMNIFICATION AND CONTRIBUTION


 


Section 4.01 Indemnification by the Company.
The Company agrees to indemnify, to the extent permitted by law, each Investor of Registrable Securities, its officers and directors
and each person who controls such Investor (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 Investor 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 Investor.


 


Section 4.02 Indemnification by Investors.
In connection with any Registration Statement in which an Investor of Registrable Securities is participating, such Investor 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 Investor expressly for use therein; provided, however, that the obligation to indemnify shall be several,
not joint and several, among such Investors of Registrable Securities, and the liability of each such Investor of Registrable Securities
shall be in proportion to and limited to the net proceeds received by such Investor from the sale of Registrable Securities pursuant
to such Registration Statement. The Investors 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.


 


Section 4.03 Indemnification
Procedures. Any person entitled to indemnification herein shall (a) 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 (b) 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.


 






     


     


    

 


Section 4.04 Effect of Investigation.
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 Investor holding 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 Investor’s indemnification is unavailable for any reason.


 


Section 4.05 Contribution. If the indemnification
provided under Section 4.01 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 Investor under this Section 4.05 shall be limited to the amount of the net proceeds
received by such Investor 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 Section
4.01, Section 4.02 and Section 4.03 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 Section 4.05 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 Section 4.05. 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 Section 4.05 from any person who was not guilty of such fraudulent misrepresentation.


 


ARTICLE
V MISCELLANEOUS


 


Section 5.01 Notices. Any notice or
communication under this Agreement must be in writing and given by (a) deposit in the United States mail, addressed to the party
to be notified, postage prepaid and registered or certified with return receipt requested, (b) delivery in person or by courier
service providing evidence of delivery, or (c) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile.
Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently
given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed
and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such
time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery
is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company,
to: One World Trade Center, Suite 8500, New York, NY 10007, and, if to any Investor, at such Investor’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 5.01.


 









     


     


    

 


Section 5.02 Assignment; No Third Party
Beneficiaries.


 


(a) 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.


 


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


 


(c) 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
Investors, which shall include Permitted Transferees.


 


(d) 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 5.02
hereof.


 


(e) 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 5.01 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 5.02 shall be null and void.


 


Section 5.03 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.


 


Section 5.04 Governing Law; Venue.
NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (A)
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 (B) 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.


 


Section 5.05 Amendments and Modifications.
Upon the written consent of the Company and the Investors 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 Investor, solely in its capacity as a holder of
the shares of the Company, in a manner that is materially different from the other Investors (in such capacity) shall require the
consent of the Investor so affected. No course of dealing between any Investor or the Company and any other party hereto or any
failure or delay on the part of a Investor or the Company in exercising any rights or remedies under this Agreement shall operate
as a waiver of any rights or remedies of any Investor 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.


 


Section 5.06 Other Registration
Rights. The Company represents and warrants that no person, other than an Investor of Registrable Securities, has any
right to require the Company to register any securities of the Company for sale or to include such securities of the Company
in any Registration filed by the Company for the sale of securities for its own account or for the account of any other
person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement
or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and
this Agreement, the terms of this Agreement shall prevail.


 






     


     


    

 


Section 5.07 Term. This Agreement shall
terminate upon the earlier of (a) the tenth anniversary of the date of this Agreement or (b) the date as of which (i) 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 (ii) the Investors 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 3.05 and ARTICLE IV shall survive any termination.


 


[SIGNATURE PAGES FOLLOW]





 






     


     


    

 


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


 


	 	COMPANY:
	 	 
	 	Stonebridge acquisition corporation
	 	a Cayman Islands exempted company
	 	 
	 	By:	 
	 	 	Name: 	Bhargava Marepally
	 	 	Title:	Chief Executive Officer 
	 	 	 	 
	 	INVESTORS:
	 	 
	 	stonebridge acquisition Sponsor LLC
	 	A Delaware limited liability company
	 	 
	 	By:	
        BP SPAC Sponsor LLC

        a Texas limited liability company

        Its managing member

	 	 
	 	
        By:
	 
	 	 	Name:	 Prabhu Antony 
	 	 	Title:	Managing Member


 


[Signature Page to Registration Rights Agreement]