Exhibit
10.3


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 7, 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 6,900,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder
Shares”);


 


WHEREAS,
up to an aggregate of 900,000 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 680,000
units (or up to 752,000 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:


 






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


 


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


 


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


 


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


 


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


 


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


 


“Registration
Statement” shall mean any registration statement 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.


 






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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.


 


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;


 






    	 	8	 



     


    

 


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.


 






    	 	11	 



     


    

 


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.


 


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:	/s/ Jeff Tuder
	 	Name:	Jeff Tuder
	 	Title:	Chief Executive Officer
	 	 	 
	 	HOLDERS:
	 	 
	 	CONCORD SPONSOR GROUP LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Michele Cito
	 	Name:	Michele Cito
	 	Title:	Chief Financial Officer
	 	 	 
	 	CA CO-Investment llc,
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Owen Littman
	 	Name:	Owen Littman
	 	Title:	Authorized Signatory
	 	 	 
	 	 	/s/ Peter Ort
	 	 	 
	 	 	/s/ Thomas King
	 	 	 
	 	 	/s/ Larry Leibowitz



 





[Signature Page to Registration Rights
Agreement]