Exhibit 10.3




 




Execution Version




 




REGISTRATION RIGHTS AGREEMENT




 




THIS REGISTRATION RIGHTS

AGREEMENT (this “Agreement”), dated as of November 24, 2020, is made and entered into by and among 10X

Capital Venture Acquisition Corp, a Delaware corporation (the “Company”), 10X Capital SPAC Sponsor I

LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature

page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes

a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively

the “Holders”).




 




RECITALS




 




WHEREAS, the

Company has 5,031,250 shares of Class B common stock, par value $0.0001 per share (the “Founder Shares”),

issued and outstanding, up to 656,250 of which will be forfeited to the Company for no consideration depending on the extent to

which the underwriters of the Company’s initial public offering exercise their over-allotment option;




 




WHEREAS, the

Founder Shares are convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common

Stock”), on the terms and conditions provided in the Company’s amended and restated certificate of incorporation;




 




WHEREAS, on

November 24, 2020, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement (the “Private

Placement Warrants Purchase Agreement”), pursuant to which the Sponsor agreed to purchase 5,500,000 private placement

warrants (the “Private Placement Warrants”) in a private placement transaction occurring simultaneously

with the closing of the Company’s initial public offering;




 




WHEREAS, in

order to finance the Company’s transaction costs in connection with its search for and consummation of an initial Business

Combination (as defined below), the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors

may loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into private

placement-equivalent warrants (“Working Capital Warrants”) at a price of $1.00 per warrant at the option

of the lender; and




 




WHEREAS, the

Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration

rights with respect to certain securities of the Company, as set forth in this Agreement.




 




NOW, THEREFORE,

in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as

follows:




 




Article

I


DEFINITIONS




 




1.1 Definitions.

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




 




“Adverse

Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith

judgment of the Chief Executive Officer or 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.




 











    1



     



    



 




“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 Securities and Exchange Commission.




 




“Common

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




 




“Company”

shall have the meaning given in the Preamble.




 




“Demand

Registration” shall have the meaning given in subsection 2.1.1.




 




“Demanding

Holder” shall have the meaning given in subsection 2.1.1.




 




“Exchange

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




 




“Form S-1”

shall have the meaning given in subsection 2.1.1.




 




“Form S-3”

shall have the meaning given in subsection 2.3.




 




“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 Business Combination, (x)

if the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,

recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the

Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock

exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right

to exchange their shares of Common Stock for cash, securities or other property.




 




“Holders”

shall have the meaning given in the Preamble.




 




“Insider

Letter” shall mean that certain letter agreement, dated as of November 24, 2020, by and among the Company, the Sponsor

and each of the Company’s officers, directors and director nominees.




 




“Maximum

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




 




“Misstatement”

shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration

Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the light of the circumstances

under which they were made) not misleading.




 




“Permitted

Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer

such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period, Private Placement Lock-up Period or any

other lock-up period, as the case may be, under the Insider Letter, the Private Placement Warrants Purchase Agreement, this Agreement

and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.




 











    2



     



    



 




“Piggyback

Registration” shall have the meaning given in subsection 2.2.1.




 




“Private

Placement Lock-up Period” shall mean, with respect to Private Placement Warrants that are held by the initial purchasers

of such Private Placement Warrants or their Permitted Transferees, the Private Placement Warrants and shares of Common Stock issuable

upon the exercise or conversion of the Private Placement Warrants, and that are held by the initial purchasers of the Private Placement

Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business

Combination.




 




“Private

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




 




“Private

Placement Warrants Purchase Agreement” 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 Founder Shares and the shares of Common Stock issued or issuable upon the conversion

of the Founder Shares, (b) the Private Placement Warrants (including any shares of Common Stock issued or issuable upon the exercise

of the Private Placement Warrants), (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 made to

the Company by a Holder (including the Working Capital Warrants and shares of Common Stock issued or issuable upon the exercise

of the Working Capital Warrants) and (e) any other equity security of the Company issued or issuable with respect to any such share

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.




 











    3



     



    



 




“Registration

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




 




(A) all

registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory

Authority, Inc.) and any securities exchange on which the Common Stock is then listed;




 




(B) fees

and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters

in connection with blue sky qualifications of Registrable Securities);




 




(C) printing,

messenger, telephone and delivery expenses;




 




(D) reasonable

fees and disbursements of counsel for the Company;




 




(E) reasonable

fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with

such Registration; and




 




(F) reasonable

fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration

to be registered for offer and sale in the applicable Registration.




 




“Registration

Statement” shall mean any registration statement 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 from time to time.




 




“Sponsor”

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.




 




“Working

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




 











    4



     



    



 




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 Business Combination, the Holders of at least fifteen percent (15%) of the

then-outstanding number of Registrable Securities (the “Demanding Holders”) may make a written demand

for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities

to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand

Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration,

notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter

wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration

(each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting

Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice

from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such

Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration

and the Company shall effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s

receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting

Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate

of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable

Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any

similar long-form registration statement that may be available at such time (“Form S-1”) has become effective

and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders

in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.




 




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; and provided, further, that the Company shall not be obligated or required to file another Registration

Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration

becomes effective or is subsequently terminated.




 




2.1.3 Underwritten

Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of

the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities

pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder

or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s

participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten

Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten

Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s)

selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.




 











    5



     



    



 




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 Registrable Securities of Holders (Pro Rata,

based on the respective number of Registrable Securities that each Holder has so requested) exercising their rights to register

their Registrable Securities pursuant to subsection 2.2.1 hereof, without exceeding the Maximum Number of Securities; and

(iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii),

the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number

of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses

(i), (ii) and (iii), 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. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest

of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from

a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and

the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the

Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such

Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration

Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection

2.1.5.




 




2.2 Piggyback

Registration.




 




2.2.1 Piggyback

Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a

Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations

exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders

of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section

2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan,

(ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering

of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall

give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less

than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount

and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing

Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity

to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after

receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in

good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause

the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by

the Holders pursuant to this subsection 2.2.1 to be included in 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.




 











    6



     



    



 




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 shares of 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 shares of 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:




 




(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 based on the respective number of Registrable Securities that such Holder has requested be included

in such Registration), which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that

the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the 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 based on the number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate

number of Registrable Securities that the Holders have requested to be included in such Registration, which can be sold without

exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached

under the foregoing clauses (A) and (B), the 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.




 











    7



     



    



 




2.2.3 Piggyback

Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration

for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her

or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with

the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the

result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration

Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such

Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration

Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.




 




2.2.4 Unlimited

Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall

not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.




 




2.3 Registrations

on Form S-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company,

pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale

of any or all of their Registrable Securities on Form S-3 or any similar short form registration statement that may be available

at such time (“Form S-3”); provided, however, that the Company shall not be obligated to effect such

request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from a Holder

or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice of the proposed

Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter

wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify

the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable

thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration

on Form S-3, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such

written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request

as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be

obligated to effect any such Registration pursuant to Section 2.3 hereof if (i) a Form S-3 is not available for such offering;

or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled

to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any

aggregate price to the public of less than $10,000,000.




 




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.




 











    8



     



    



 




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 requested by the Holders or any Underwriter of Registrable Securities or as may be required by the

rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and

regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration

Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement

to the Prospectus;




 




3.1.3 prior

to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,

if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies

of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case

including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement

(including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities

included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the

Registrable Securities owned by such Holders;




 




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;




 











    9



     



    



 




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 furnish a copy thereof to each seller of such Registrable Securities and its counsel, including, without limitation,

providing copies promptly upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus;




 




3.1.9 notify

the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities

Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect,

includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;




 




3.1.10 permit

a representative of the Holders (such representative to be selected by a majority of the participating Holders), the Underwriters,

if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own

expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply

all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration;

provided, however, that such representatives or Underwriters enter into a confidentiality agreement, in form and

substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information; and provided further,

the Company may not include the name of any Holder or Underwriter or any information regarding any Holder or Underwriter in any

Registration Statement or Prospectus, any amendment or supplement to such Registration Statement or Prospectus, any document that

is to be incorporated by reference into such Registration Statement or Prospectus, or any response to any comment letter, without

the prior written consent of such Holder or Underwriter and providing each such Holder or Underwriter a reasonable amount of time

to review and comment on such applicable document, which comments the Company shall include unless contrary to applicable law;




 




3.1.11 obtain

a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten

Registration which the participating Holders may rely on, in customary form and covering such matters of the type customarily covered

by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest

of the participating 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;




 











    10



     



    



 




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 thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event the Company

exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred

to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities.

The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this

Section 3.4.




 











    11



     



    



 




3.5 Reporting

Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting

company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable

grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the

Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants

that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable

such Holder to sell shares of Common Stock held by such Holder without registration under the Securities Act within the limitation

of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the

Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a

written certification of a duly authorized officer as to whether it has complied with such requirements.




 




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.




 











    12



     



    



 




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 (plus local 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.




 











    13



     



    



 




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: 780 Third Avenue, New York, New York 10017, and, if to any Holder, at such Holder’s address or contact

information as set forth in the Company’s books and records. Any party may change its address for notice at any time and

from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30)

days after delivery of such notice as provided in this Section 5.1.




 




5.2 Assignment;

No Third Party Beneficiaries.




 




5.2.1 This

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

or in part.




 




5.2.2 Prior

to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may

assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection

with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees

to become bound by the transfer restrictions set forth in this Agreement.




 




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 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.




 




5.4 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 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.




 











    14



     



    



 




5.5 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.




 




5.6 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.




 




5.7 Term.

This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as

of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the

applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated

thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities

without registration pursuant to Rule 144 (or any similar provision) under the Securities Act with no volume or other restrictions

or limitations. The provisions of Section 3.5 and Article IV shall survive any termination.




 




 




[Signature Page Follows]




 








    15



     



    



 




IN WITNESS WHEREOF,

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




 




	 	COMPANY:


10X CAPITAL VENTURE ACQUISITION CORP, a Delaware corporation
	 	 	 
	 	By:	/s/ Hans Thomas
	 	 	Name:	 Hans Thomas
	 	 	Title:	Chief Executive Officer





 




 


	 	HOLDERS:


10X CAPITAL SPAC SPONSOR I LLC, a Delaware limited liability company
	 	 	 
	 	By:	/s/ Hans Thomas
	 	 	Name:	Hans Thomas
	 	 	Title:	Managing Member





 




 


	 	/s/ Hans Thomas
	 	Hans Thomas
	 	 
	 	/s/ David Weisburd
	 	David Weisburd
	 	 
	 	/s/ Oliver Wriedt
	 	Oliver Wriedt
	 	 
	 	/s/ Guhan Kandasamy
	 	Guhan Kandasamy
	 	 
	 	/s/ Christopher Jurasek
	 	Christopher Jurasek
	 	 
	 	/s/ Sigurgeir Orn Jonsson
	 	Sigurgeir Orn Jonsson
	 	 
	 	/s/ Woodrow H. Levin
	 	Woodrow H. Levin



 




 




[Signature Page to Registration

Rights Agreement]