Exhibit
10.4


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into
by and among Concord Acquisition Corp, a Delaware corporation (the “Company”), Concord Sponsor Group
LLC, a Delaware limited liability company (the “Sponsor”), CA Co-Investment LLC, a Delaware limited
liability company (“Cowen Investments” and together with the Sponsor, the “Founders”)
and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Founders, members
of the Founders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this
Agreement, a “Holder” and collectively the “Holders”).


 


RECITALS


 


WHEREAS,
the Founders own 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder
Shares”);


 


WHEREAS,
up to an aggregate of 750,000 Founder Shares are subject to forfeiture by the Founders if the over-allotment option in connection
with the Company’s initial public offering is not exercised in full;


 


WHEREAS,
the Founder Shares are convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”), at the time of the initial Business Combination (as defined below) on a one-for-one basis, subject to adjustment,
on the terms and conditions provided in the Company’s amended and restated certificate of incorporation, as may be amended
from time to time;


 


WHEREAS,
pursuant to separate agreements with the Company, the Sponsor and Cowen Investments agreed to purchase an aggregate of 600,000
units (or up to 660,000 units if the over-allotment option in connection with the Company’s initial public offering is exercised
in full) (the “Private Placement Units”), with each such unit consisting of one share of the Company’s
Common Stock and one-half of one redeemable warrant (each whole warrant, “Private Placement Warrant”),
in a private placement transaction occurring simultaneously with the closing of the Company’s initial public offering, each
Private Placement Warrant entitling the holder to purchase one share of Common Stock at an exercise price of $11.50 per share;


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an initial Business Combination, the Founders or
certain of the Company’s officers and directors may loan to the Company funds as the Company may require, of which up to
$1,500,000 of such loans may be convertible into units (“Working Capital Units”) at a price of $10.00
per unit;


 


WHEREAS,
the Sponsor or its affiliates or designees may loan the Company up to $2,300,000 in connection with an extension of the period
of time for the Company to complete its initial Business Combination (as defined herein), which loan may be convertible into units
(“Extension Units”) at a price of $10.00 per unit; and


 


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


 


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


 


ARTICLE
I

DEFINITIONS


 


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


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 


“Common
Stock” shall have the meaning given in the Recitals hereto.


 


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


 


“Cowen
Investments” shall have the meaning given in the Preamble.


 


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


 


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


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


“Extension
Units” shall have the meaning given in the Recitals hereto.


 


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


 


“Form
S-3” shall have the meaning given in Section 2.3.


 


“Founder
Shares” shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common
Stock issuable upon conversion thereof.


 


“Founder
Shares Lock-Up Period” shall mean, with respect to the Founder Shares, the period ending on the earlier of (a) one
year after the completion of the Company’s initial Business Combination and (b) subsequent to the completion of the Company’s
initial Business Combination, (x) if the last reported sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted
for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company
completes a liquidation, merger, capital stock exchange or other similar transaction after the Company’s initial Business
Combination that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock
for cash, securities or other property.


 


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


 


“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 and directors.


 


“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 light of the circumstances
under which they were made not misleading.


 






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“Permitted
Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer
such Registrable Securities prior to the expiration of the Founder Shares Lock-Up Period or Private Placement Lock-Up Period,
as the case may be, under the Insider Letter 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 Units, including the Private Placement Warrants
and Common Stock included therein, and any of the shares of Common Stock issued or issuable upon the exercise or conversion of
the Private Placement Warrants and that are held by the initial purchasers of the Private Placement Units or their Permitted Transferees,
the period ending 30 days after the completion of the Company’s initial Business Combination.


 


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


 


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


 


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


 


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


 


“Registrable
Security” shall mean (a) the shares of Common Stock issued or issuable upon the conversion of any Founder Shares,
(b) the Private Placement Units (including the Private Placement Warrants and Common Stock included therein and any shares of
the Common Stock issued or issuable upon the exercise of any Private Placement Warrant), (c) any outstanding shares of Common
Stock or any other equity security (including the shares of Common Stock issued or issuable upon the exercise of any other equity
security) of the Company held by a Holder as of the date of this Agreement, (d) any equity securities (including the shares of
Common Stock issued or issuable upon the exercise of any such equity security) of the Company issuable upon conversion of any
working capital loans in an amount up to $1,500,000 or extension loans made to the Company by a Holder (including the Working
Capital Units and the Extension Units, which include any shares of Common Stock included in such Working Capital Units or Extension
Units, any warrants included in such Working Capital Units or Extension Units and any shares of Common Stock issued or issuable
upon the exercise of the warrants included in such Working Capital Units or Extension Units), and (e) any other equity security
of the Company issued or issuable with respect to any such shares of Common Stock by way of a stock dividend or stock split or
in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however,
that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration
Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities
shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities
shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer
shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration
under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities 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 (E) such securities have been sold to, or through, a broker, dealer or
underwriter in a public distribution or other public securities transaction.


 


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


 


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


  


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Shelf”
shall have the meaning given in Section 2.3.


 


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


 


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


 


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


 


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





 


ARTICLE
II

REGISTRATIONS


 


2.1
Demand Registration.


 


2.1.1
Request for Registration. 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 initial Business Combination (i) Cowen Investments or (ii)
the Holders of at least thirty percent (30%) in interest of the then outstanding number of Registrable Securities (excluding Registrable
Securities held by Cowen Investments and its Permitted Transferees) (Cowen Investments or such Holders, as the case may be, the
“Demanding Holders”) 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 ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other
Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all
or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder
that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”)
shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company.
Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s)
shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company
shall effect, as soon thereafter as practicable, the Registration of all Registrable Securities requested by the Demanding Holder(s)
and Requesting Holder(s) pursuant to such Demand Registration, including by filing a Registration Statement relating thereto as
soon as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration.
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 (i) this limitation shall not apply to any Demand Registration initiated by Cowen Investments, which shall be governed by
Section 3.6 and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration
statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable
Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration
have been sold, in accordance with Section 3.1 of this Agreement.


 






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2.1.2
Effective Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement,
a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement
filed with the Commission with respect to a Registration pursuant to 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.


 


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


 






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2.1.5
Demand Registration Withdrawal. Cowen Investments (in the case of a Registration under subsection 2.1.1 demanded
by Cowen Investments), 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 (or in the case of an Underwritten Registration pursuant to Rule 415 under the Securities Act, at
least two (2) business days prior to the time of pricing of the applicable offering). Notwithstanding anything to the contrary
in this Agreement, (i) the Company may effect any Underwritten Registration pursuant to any then effective Registration Statement,
including a Form S-3, that is then available for such offering and (ii) 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; provided that if the Company pays such expenses related to a Demand Registration initiated by Cowen Investments,
such registration shall count as a Demand Registration for purposes of Section 3.6.


 


2.2
Piggyback Registration.


 


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


 


2.2.2 Reduction of Piggyback Registration. If the managing Underwriter or Underwriters
in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of
Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the shares of
Common Stock that the Company desires to sell, taken together with (i) the Common Stock, if any, as to which Registration has
been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable
Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2
hereof, and (iii) the Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual
piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:


 






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


 


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


 


2.2.3
Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a
Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters
(if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration
Statement filed with the Commission with respect to such Piggyback Registration (or in the case of an Underwritten Registration
pursuant to Rule 415 under the Securities Act, at least two business days prior to the time of pricing of the applicable offering).
The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate
written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback
Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in
this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration
prior to its withdrawal under this subsection 2.2.3.


 


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


 


2.3
Shelf Registrations. The Holders of Registrable Securities may at any time, and from time to time, request in writing
that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission),
register the resale of any or all of their Registrable Securities on Form S-3 or any similar short form registration statement
that may be available at such time (“Form S-3”), or if the Company is ineligible to use Form S-3, on
Form S-1; a registration statement filed pursuant to this Section 2.3 (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 Section 2.3 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 $5,000,000. The Company shall maintain
each Shelf in accordance with the terms hereof, and shall prepare and file with the Commission 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.


 






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


 


ARTICLE
III

COMPANY PROCEDURES


 


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


 


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


 


3.1.2 prepare and file with the Commission such amendments and post-effective amendments to
the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the majority-in-interest
of 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;


 






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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 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;


 


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;


 


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;


 






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


 


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


 


3.1.15 if the Registration involves the Registration of Registrable Securities involving gross
proceeds in excess of $25,000,000, use its reasonable efforts to make available senior executives of the Company to participate
in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering;
and


 


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


 


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


 


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


 


3.4
Suspension of Sales; Adverse Disclosure. Upon receipt of written notice
from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue
disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting
the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon
as practicable after the time of such notice), or until he, she or it is advised in writing by the Company that the use of the
Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any
Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration
Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company
may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend
use of, such Registration Statement for the shortest period of time, but in no event more than ninety (90) days in any 12-month
period, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights
under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their
use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company
shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section
3.4.


 


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


 






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3.6 Limitations on Registration Rights. Notwithstanding anything herein to
the contrary, (i) Cowen Investments may not exercise its rights under Sections 2.1 and 2.2 hereunder after five
(5) and seven (7) years, respectively, from the effective date of the Company’s registration statement on Form S-1, and
(ii) Cowen Investments may not exercise its rights under Section 2.1 more than one time.


 


ARTICLE
IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1 Indemnification.


 


4.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable
Securities, its officers and directors and each person who controls such Holder (within the meaning of the Securities Act) against
all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any untrue or alleged untrue
statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof
or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing
to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors
and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the
foregoing with respect to the indemnification of the Holder.


 


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


 


4.1.3 Any person entitled to indemnification herein shall (i) give prompt written notice to
the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice
shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced
the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense
of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party
shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall
not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall
not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party
with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between
such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without
the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled
in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement)
or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified
party of a release from all liability in respect to such claim or litigation.


 






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


 


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


 


ARTICLE
V

MISCELLANEOUS


 


5.1 Notices. Any notice or communication under this Agreement must be in writing
and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified
with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission
by hand delivery, electronic mail, 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: 477 Madison Avenue, New York, NY 10022, Attention:
Jeff Tuder, with copy to: Greenberg Traurig, LLP, 1750 Tysons Boulevard, Suite 1000, McLean, VA 22102, Attention: Jason T. Simon,
Esq., and, if to any Holder, at such Holder’s address or facsimile number as set forth in the Company’s books and
records. Any party may change its address for notice at any time and from time to time by written notice to the other parties
hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section
5.1.


 


5.2 Assignment; No Third Party Beneficiaries.


 


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


 






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


 


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


 


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


 


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


 


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


 


5.4 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.


 


5.5 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.


 


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


 


5.7 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.


 


5.8 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 his, her or its capacity as a holder of the shares of capital stock of the Company,
in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so
affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part
of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or
remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party
shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 






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5.9 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.


 


5.10 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.


 


5.11 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.


 


5.12 Term. This Agreement shall terminate with respect to any Holder on the
date that such Holder no longer holds any Registrable Securities. The provisions of Section 3.5 and Article IV shall
survive any termination.


 


5.13 Holder Information. Each Holder agrees, if requested in writing, to represent
to the Company the total number of Registrable Securities held by such Holder in order for the Company to make determinations
hereunder.


 


 


[SIGNATURE
PAGES FOLLOW]


 






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


 



	 	COMPANY:

         

        CONCORD
        Acquisition Corp,

        a
        Delaware corporation

         

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 

                     

                    HOLDERS:

         

        CONCORD
        SPONSOR GROUP LLC,

        a
        Delaware limited liability company

         

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 

                     

                    CA
                    CO-Investment llc,

        a
        Delaware limited liability company

	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



 


 


[Signature Page to Registration Rights Agreement]


 




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