Exhibit
10.2


 


REGISTRATION
AND SHAREHOLDER RIGHTS AGREEMENT


 


THIS
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made
and entered into by and among Victory Acquisition Corp., a Cayman Islands exempted company (the “Company”),
Victory Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned
parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity
who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder”
and collectively the “Holders”).


 


RECITALS


 


WHEREAS,
the initial shareholders of the Company own 7,187,500 shares of the Company’s Class B ordinary shares, par value $0.0001
per share (the “Class B Ordinary Shares”);


 


WHEREAS,
the Class B Ordinary Shares are convertible into the Company’s Class A ordinary shares, par value $0.0001 per share (the
 “Ordinary Shares”), at the time of the initial Business Combination (as defined below), or earlier at
the option of the holder, on a one-for-one basis, subject to adjustment, on the terms and conditions provided in the Company’s
amended and restated memorandum and articles of association, as may be amended from time to time;


 


WHEREAS,
on [●], 2021, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement, pursuant
to which the Sponsor agreed to purchase 5,333,333 warrants (or up to 5,833,333 warrants if the Underwriters’ (as defined
below) option to purchase additional units in connection with the Company’s initial public offering is exercised in full)
(the “Private Placement Warrants”) in a private placement transaction occurring simultaneously with
the closing of the Company’s initial public offering;


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended Business Combination, the Sponsor or
certain of the Company’s officers or directors may, but are not obligated to, loan the Company funds as the Company may
require, of which up to $1,500,000 of such loans may be convertible into an additional 1,000,000 Private Placement Warrants (the
 “Working Capital Warrants”); and


 


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


 


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



     


     

    


Article
1 

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 principal 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” shall have the meaning given in the Recitals hereto.


 


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


 


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


 


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


 


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


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


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


 


“Form
S-3” shall have the meaning given in subsection 2.3.1.


 


“Founder
Shares” shall mean the Class B Ordinary Shares 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 and (B) subsequent to the Business Combination,
(x) if the last reported sales price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits,
share capitalizations, reorganizations, recapitalizations and other similar transactions) 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.



    2 


     

    


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


 


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


 


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


 


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


 


“Nominee”
is defined in Section 6.1.


 


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


 


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


 


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


 


“Private
Placement Lock-up Period” shall mean, with respect to Private Placement Warrants that are held by the initial purchasers
of such Private Placement Warrants or their Permitted Transferees, and any of the Ordinary Shares 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.


 


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


 


“Registrable
Security” shall mean (a) the Founder Shares (including any Ordinary Shares or other equivalent equity security issued
or issuable upon the conversion of any such Founder Shares or exercisable for Ordinary Shares), (b) the Private Placement Warrants
(including any Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants), (c) the Working Capital
Warrants (including any Ordinary Shares issued or issuable upon the conversion of working capital loans), (d) any outstanding
Ordinary Shares or any other equity security (including the Ordinary Shares issued or issuable upon the exercise of any other
equity security) of the Company held by a Holder as of the date of this Agreement, and (e) any other equity security of the Company
issued or issuable with respect to any such Ordinary Shares by way of a share capitalization or share split or in connection with
a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as
to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (i) a Registration Statement
with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have
been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities shall have
been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have
been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities
Act; (iii) such securities shall have ceased to be outstanding; or (iv) such securities have been sold to, or through, a broker,
dealer or underwriter in a public distribution or other public securities transaction.



    3 


     

    


“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 (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating
a Demand Registration to be registered for offer and sale in the applicable Registration or the Takedown Requesting Holder initiating
an Underwritten Shelf Takedown.


 


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



    4 


     

    


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


 


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


 


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


 


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


 


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


 


“Subsequent
Shelf Registration” shall have the meaning given in subsection 2.3.2.


 


“Takedown
Requesting Holder” shall have the meaning given in subsection 2.3.3.


 


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


 


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


 


“Underwritten
Shelf Takedown” shall have the meaning given in subsection 2.3.3.


 


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


 


Article
2 

REGISTRATIONS


 


2.1           Demand
Registration.


 


2.1.1         Request for Registration. Subject to the
provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the
Company consummates the Business Combination, the Holders of at least a majority in interest of the then-outstanding number of
Registrable Securities (the “Demanding Holders”) may make a written demand for Registration of
all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included
in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”).
The Company shall, within five (5) days of the Company’s receipt of the Demand Registration, notify, in writing, all
other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include
all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such
Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting
Holder”) shall so notify the Company, in writing, within three (3) business days after the receipt by the
Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s)
to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant
to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty five (45) days
immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested
by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company
be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection
2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be
counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time
(“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting
Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with
Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as
a Demand Registration.



    5 


     

    


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


 


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



    6 


     

    


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 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 Holders and the Requesting Holders (if any) (pro rata based on the respective number of
Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten
Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested
be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”))
that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clause (i), the Ordinary Shares or other equity securities that the Company desires to
sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (i) and (ii), the 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.


 


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 shareholders of the Company (or by the Company
and by the shareholders 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 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 Holders of Registrable Securities as soon as practicable but not less than seven (7) days before the anticipated
filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in
such offering, the intended method(s) of distribution, and the name of the proposed managing 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 three (3) business days after receipt of such written
notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause
such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing
Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders
pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar
securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities
in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable
Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary
form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection
2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.3.3.



    7 


     

    


2.2.2        Reduction of Piggyback Registration. If
the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration (other than Underwritten
Shelf Takedown), in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration
in writing that the dollar amount or number of the Ordinary Shares that the Company desires to sell, taken together with (i) 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 Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration
has been requested pursuant Section 2.2 hereof, and (iii) 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:


 


(a)               
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; and (B) second, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising
their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, Pro Rata based on the respective
number of Registrable Securities that each Holder has so requested exercising its rights to register its Registrable Securities
pursuant to subsection 2.2.1 hereof, 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;



    8 


     

    


(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 Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders
of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising
their rights to register their Registrable Securities pursuant to subsection 2.2.1, Pro Rata, which can be sold without
exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clauses (A) and (B), the 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.


 


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


 


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


 


2.3           Shelf
Registrations.


 


2.3.1        The
Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule
415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all
of their Registrable Securities on Form S-3 or similar short form registration statement that may be available at such time (“Form
S-3”), or if the Company is ineligible to use Form S-3, on Form S-1; a registration statement filed pursuant
to this subsection 2.3.1 (a “Shelf”) shall provide for the resale of the Registrable Securities
included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder. Within three
(3) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration
on a Shelf, the Company shall promptly give written notice of the proposed Registration to all other Holders of Registrable Securities,
and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable
Securities in such Registration shall so notify the Company, in writing, within three (3) business days after the receipt by the
Holder of the notice from the Company. As soon as practicable thereafter, but not more than ten (10) days after the Company’s
initial receipt of such written request for a Registration on a Shelf, the Company shall register all or such portion of such
Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable
Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder
or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant
to this subsection 2.3.1 if the Holders of Registrable Securities, together with the Holders of any other equity securities
of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities
(if any) at any aggregate price to the public of less than $10,000,000. The Company shall maintain each Shelf in accordance with
the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements
as may be necessary to keep such Shelf continuously effective, available for use and in compliance with the provisions of the
Securities Act until such time as there are no longer any Registrable Securities included on such Shelf. In the event the Company
files a Shelf on Form S-1, the Company shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3 as
soon as practicable after the Company is eligible to use Form S-3.



    9 


     

    


2.3.2        If
any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities included thereon
are still outstanding, the Company shall use its commercially reasonable efforts to as promptly as is reasonably practicable cause
such Shelf to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending
the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable
amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such
Shelf or file an additional registration statement (a “Subsequent Shelf Registration”) registering the
resale of all Registrable Securities including on such Shelf, and pursuant to any method or combination of methods legally available
to, and requested by, any Holder. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable
efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably
practicable after the filing thereof and (ii) keep such Subsequent Shelf Registration continuously effective, available for use
and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities
included thereon. Any such Subsequent Shelf Registration shall be on Form S-3 to the extent that the Company is eligible to use
such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form. In the event that any Holder holds
Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon request of a Holder
shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either,
at the Company’s option, a Shelf (including by means of a post-effective amendment) or a Subsequent Shelf Registration and
cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration shall
be subject to the terms hereof; provided, however, the Company shall only be required to cause such Registrable
Securities to be so covered once annually after inquiry of the Holders.



    10 


     

    


2.3.3        At
any time and from time to time after a Shelf has been declared effective by the Commission, the Sponsor may request to sell all
or any portion of its Registrable Securities in an underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten
Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown
if such offering shall include securities with a total offering price (including piggyback securities and before deduction of
underwriting discounts) reasonably expected to exceed, in the aggregate, $10,000,000. All requests for Underwritten Shelf Takedowns
shall be made by giving written notice to the Company at least 48 hours prior to the public announcement of such Underwritten
Shelf Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf
Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The
Company shall include in any Underwritten Shelf Takedown the securities requested to be included by any holder (each a “Takedown
Requesting Holder”) at least 24 hours prior to the public announcement of such Underwritten Shelf Takedown pursuant
to written contractual piggyback registration rights of such holder (including to those set forth herein). The Sponsor shall have
the right to select the underwriter(s) for such offering (which shall consist of one or more reputable nationally recognized investment
banks), subject to the Company’s prior approval which shall not be unreasonably withheld, conditioned or delayed. For purposes
of clarity, any Registration effected pursuant to this subsection 2.3.3 shall not be counted as a Registration pursuant
to a Demand Registration effected under Section 2.1 hereof.


 


2.3.4        If
the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Sponsor and
the Takedown Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor
and the Takedown Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities
that the Company desires to sell, exceeds the Maximum Number of Securities, then the Company shall include in such Underwritten
Shelf Takedown, as follows: (i) first, the Registrable Securities of the Sponsor that can be sold without exceeding the Maximum
Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (i), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding
the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities of the Takedown Requesting Holders, if any,
that can be sold without exceeding the Maximum Number of Securities, determined Pro Rata based on the respective number of Registrable
Securities that each Takedown Requesting Holder has so requested to be included in such Underwritten Shelf Takedown.


 


2.3.5        The
Sponsor shall have the right to withdraw from an Underwritten Shelf Takedown for any or no reason whatsoever upon written notification
to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Underwritten Shelf Takedown
prior to the public announcement of such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement,
the Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Shelf Takedown prior
to a withdrawal under this subsection 2.3.5.



    11 


     

    


2.4           Restrictions
on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good
faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of,
a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of
a Demand Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts
to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration
and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in
the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as
a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall
furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board
it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is
therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer
such filing for a period of not more than thirty (30) days; provided, however, that the Company shall not defer
its obligation in this manner more than once in any 12-month period. Notwithstanding anything to the contrary contained in this
Agreement, no Registration shall be effected or permitted and no Registration Statement shall become effective, with respect to
any Registrable Securities held by any Holder, until after the expiration of the Founder Shares Lock-Up Period or the Private
Placement Lock-Up Period, as the case may be.


 


Article
3 

COMPANY PROCEDURES


 


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


 


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


 


3.1.2       
prepare and file with the Commission such amendments
and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by the
Holders or any 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;



    12 


     

    


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


 


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


 


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


 


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


 


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


 


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


 


3.1.10   
permit a representative of the Holders, the Underwriters,
if any, and any attorney or accountant retained by such Holders or 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;



    13 


     

    


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


 


3.1.12   
on the date the Registrable Securities are delivered
for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes
of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering
such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement
agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance
letters, and reasonably satisfactory to a majority in interest of the participating Holders;


 


3.1.13   
in the event of any Underwritten Offering, enter
into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of
such offering;


 


3.1.14   
make available to its security holders, as soon
as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day
of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the
Commission);


 


3.1.15   
if the Registration involves the Registration
of Registrable Securities involving gross proceeds in excess of $50,000,000, use its reasonable efforts to make available senior
executives of the Company to participate in customary “road show” presentations that may be reasonably requested by
the Underwriter in any Underwritten Offering; and


 


3.1.16   
otherwise, in good faith, cooperate reasonably
with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.


 


3.2           Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders
that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’
commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.



    14 


     

    


3.3           Requirements
for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities
of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s
securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all
customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents
as may be reasonably required under the terms of such underwriting arrangements.


 


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


 


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



    15 


     

    


Article
4 

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



    16 


     

    


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
4.1.6
from any person who was not guilty of such fraudulent misrepresentation.



    17 


     

    


Article
5 

SHAREHOLDER RIGHTS


 


5.1           Subject
to the terms and conditions of this Agreement, at any time and from time to time on or after the date that the Company consummates
a Business Combination and for so long as the Sponsor holds any Registrable Securities:


 


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


 


5.1.2       
The Company will, as promptly as practicable,
use its best efforts to take all necessary and desirable actions (including, without limitation, calling special meetings of the
Board and the shareholders and recommending, supporting and soliciting proxies) so that there are three Sponsor Directors serving
on the Board at all times.


 


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


 


5.1.4       
If a vacancy occurs because of the death, disability,
disqualification, resignation, or removal of a Sponsor Director or for any other reason, the Sponsor shall be entitled to designate
such person’s successor, and the Company will, as promptly as practicable following such designation, use its best efforts
to take all necessary and desirable actions, to the fullest extent permitted by law, within its control such that such vacancy
shall be filled with such successor Nominee.


 


5.1.5       
If a Nominee is not elected because of such Nominee’s
death, disability, disqualification, withdrawal as a nominee or for any other reason, the Sponsor shall be entitled to designate
promptly another Nominee and the Company will take all necessary and desirable actions within its control such that the director
position for which such Nominee was nominated shall not be filled pending such designation or the size of the Board shall be increased
by one and such vacancy shall be filled with such successor Nominee as promptly as practicable following such designation.


 


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


 


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



    18 


     

    


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


 


5.1.9       
Each Nominee may, but does not need to qualify
as “independent” pursuant to listing standards of the Nasdaq Capital Market (or such other national securities exchange
upon which the Company’s securities are then listed), except as required by law.


 


5.1.10   
Any Nominee will be subject to the Company’s
customary due diligence process, including its review of a completed questionnaire and a background check. Based on the foregoing,
the Company may object to any Nominee provided (a) it does so in good faith, and (b) such objection is based upon any of the following:
(i) such Nominee was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic
violations and other minor offenses), (ii) such Nominee was the subject of any order, judgment, or decree not subsequently reversed,
suspended or vacated of any court of competent jurisdiction, permanently or temporarily enjoining such proposed director from,
or otherwise limiting, the following activities: (A) engaging in any type of business practice, or (B) engaging in any activity
in connection with the purchase or sale of any security or in connection with any violation of federal or state securities laws,
(iii) such Nominee was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal
or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity
described in clause (ii)(B), or to be associated with persons engaged in such activity, (iv) such proposed director was found
by a court of competent jurisdiction in a civil action or by the Commission to have violated any federal or state securities law,
and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended or vacated, or
(v) such proposed director was the subject of, or a party to any federal or state judicial or administrative order, judgment,
decree, or finding, not subsequently reversed, suspended or vacated, relating to a violation of any federal or state securities
laws or regulations. In the event the Board reasonably finds the Nominee to be unsuitable based upon one or more of the foregoing
clauses (i) through (v) and reasonably objects to the identified director, Sponsor shall be entitled to propose a different nominee
to the Board within 30 calendar days of the Company’s notice to Sponsor of its objection to the Nominee and such replacement
Nominee shall be subject to the review process outlined above.


 


5.1.11   
The Company shall take all necessary action to
cause a Nominee chosen by the Sponsor, at the request of such Nominee to be elected to the board of directors (or similar governing
body) of each material operating subsidiary of the Company. The Nominee, as applicable, shall have the right to attend (in person
or remotely) any meetings of the board of directors (or similar governing body or committee thereof) of each subsidiary of the
Company.



    19 


     

    


Article
6 

MISCELLANEOUS


 


6.1           Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person
or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram
or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed
sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on
which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram
or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at
such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be
addressed to the partis as follows: 


 


If
to the Company:


 


2100
McKinney Ave, Suite 1675 


Dallas,
TX 75201 


		Attention:	James
Lites



		Email:	jlites@victoryacquisitioncorp.com



 


with
copy (which shall not constitute notice) to:


 


Kirkland
 & Ellis LLP 


609
Main Street

Houston, Texas 77002


		Attention:	Matthew
R. Pacey






		Email:	matt.pacey@kirkland.com



 


If
to any Holder, at such Holder’s address or facsimile number as set forth in the Company’s books and records. Any party
may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change
of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 6.1.


 


6.2           Assignment;
No Third Party Beneficiaries.


 


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


 


6.2.2       
Prior to the expiration of the Founder Shares
Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s
rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities
by such Holder to a Permitted Transferee.



    20 


     

    


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


 


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


 


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


 


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


 


6.4           Counterparts. This Agreement may be executed
in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which
together shall constitute the same instrument, but only one of which need be produced. Signatures to this Agreement transmitted
via facsimile or e-mail shall be valid and effective to bind the party so signing (including any electronic signature covered
by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other
applicable law, e.g., www.docusign.com).


 


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


 


6.6           Governing Law; Venue. NOTWITHSTANDING
THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED
INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION.


 


6.7           WAIVER
OF TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT,
COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO
THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE SPONSOR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE
OR ENFORCEMENT HEREOF.



    21 


     

    


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


 


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


 


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


 


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



    22 


     

    


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


 


6.13         Term.
This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement and (ii) the date as
of which no Registrable Securities remain outstanding. The provisions of Section 3.5 and Article IV shall survive
any termination.


 


[SIGNATURE
PAGES FOLLOW]




    23 


     

    

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


 





	 	COMPANY:
	 	 	 
	 	VICTORY ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	Name:  James Lites
	 	Title:   Chief Executive Officer



 





[Signature
Page to Registration and Shareholder Rights Agreement]



     


     

    

	 	HOLDERS:
	 	 
	 	VICTORY
    ACQUISITION SPONSOR, LLC
	 	 
	 	By:	 
	 	Name:	David
    Levinson
	 	Title:	Corporate
    Secretary



 





[Signature
Page to Registration and Shareholder Rights Agreement]