Exhibit
10.4


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and among WinVest Acquisition
Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under “Investors” on
the signature page hereto (each, an “Investor” and collectively, the “Investors”).


 


WHEREAS,
the Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration
of the securities held by them as of the date hereof;


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.
DEFINITIONS. The following capitalized terms used herein have the following meanings:


 


“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Business
Combination” means the acquisition of direct or indirect ownership through a merger, share exchange, asset acquisition, share
purchase, recapitalization, reorganization or other similar type of transaction, of one or more businesses or entities.


 


“Commission”
means the U.S. Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange
Act.


 


“Common
Stock” means the common stock, par value $0.0001 per share, of the Company.


 


“Company”
is defined in the preamble to this Agreement.


 


“Demand
Registration” is defined in Section 2.1.1.


 


“Demanding
Holder” is defined in Section 2.1.1.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.


 


“Form
S-3” is defined in Section 2.2.4.


 


“Indemnified
Party” is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


“Initial
Shares” means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial
public offering.


 


“Investor”
is defined in the preamble to this Agreement.


 


“Investor
Indemnified Party” is defined in Section 4.1.


 


“Maximum
Number of Shares” is defined in Section 2.1.4.


 


“Notices”
is defined in Section 6.3.


 


“Piggy-Back
Registration” is defined in Section 2.2.1.


 




    	 



    	 



    

 


“Private
Warrants” means the aggregate of up to 10,900,000 warrants various Investors are privately purchasing simultaneously with the
consummation of the Company’s initial public offering. Each Private Warrant entitles the holder to purchase one half (1/2) of one
share of Common Stock.


 


“Private
Warrant Shares” means the shares of Common Stock issuable upon the exercise of the Private Warrants.


 


“Register,”
“Registered” and “Registration” 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.


 


“Registrable
Securities” means (i) the Initial Shares, (ii) the Private Warrants (including the Private Warrant Shares) and (iii) any equity
securities (including shares of Common Stock issued or issuable upon the conversion or exercise of any such securities) issuable upon
conversion of loans from Investors to the Company, if any (the “Loan Securities”). Registrable Securities include
any warrants, shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect to or
in exchange for or in replacement of such Initial Shares, Private Warrants and Loan Securities (and underlying securities and shares
of Common Stock issued or issuable upon the conversion or exercise of any such securities). As to any particular Registrable Securities,
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 them
not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them
shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding; or (d) the Registrable
Securities are freely saleable under Rule 144 without volume limitations.


 


“Registration
Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act and
the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4 or Form S-8,
or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets
of another entity).


 


“Release
Date” means the date on which the Initial Shares are disbursed from escrow pursuant to Section 3 of that certain Stock Escrow
Agreement dated as of [●], 2021 by and among the Company, Continental Stock Transfer & Trust Company and the Investors.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.


 


“Underwriter”
means, solely for the purposes of this Agreement, 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.


 


2.
REGISTRATION RIGHTS.


 


2.1
Demand Registration.


 


2.1.1 Request for Registration.
At any time and from time to time on or after (a) the date that the Company consummates a Business Combination with respect to the
Loan Securities (or underlying securities) or (b) the date three months prior to the Release Date with respect to all other Registrable
Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers
or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than three
occasions, and the holders of a majority-in-interest of the Loan Securities, may make a written demand, on no more than one occasion,
for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand
Registration”). Any demand for a Demand Registration shall specify the number of Registrable Securities proposed to be sold
and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and
each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand
Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”)
shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request,
the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section
2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three (3) Demand
Registrations under this Section 2.1.1 in respect of all Registrable Securities.


 




    	 



    	 



    

 


2.1.2
Effective Registration. A registration will not count as a Demand Registration until the Registration Statement filed with the
Commission with respect to such Demand Registration has been declared effective by the Commission and the Company has complied with all
of its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been
declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or
injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration
will 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 thereafter elect to continue the offering; provided, further, that
the Company shall not be obligated to file a second Registration Statement until a Registration Statement that has been filed is counted
as a Demand Registration or is terminated.


 


2.1.3
Underwritten Offering. If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part
of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall
be in the form of an underwritten offering. In such event, the right of any holder 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 the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their Registrable Securities
through such underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected
for such underwriting by a majority-in-interest of the holders initiating the Demand Registration.


 


2.1.4
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten
offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities
which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company
desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back
registration rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number
of shares that can be sold in such 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 shares, as applicable, the “Maximum
Number of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which
Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares that each such Person
has requested be included in such registration, regardless of the number of shares held by each such Person (such proportion is referred
to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent
that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities
that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iii) third, to the extent that
the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities
for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons
and that can be sold without exceeding the Maximum Number of Shares.


 


2.1.5
Withdrawal. If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwritten offering or are not
entitled to include all of their Registrable Securities in any underwritten offering, such majority-in-interest of the Demanding Holders
may elect to withdraw from such offering by giving written notice to the Company and the Underwriter or Underwriters of their request
to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration.
If the majority-in-interest of the Demanding Holders withdraws from a proposed underwritten offering relating to a Demand Registration,
then such registration shall not count as a Demand Registration provided for in Section 2.1.


 




    	 



    	 



    

 


2.2
Piggy-Back Registration.


 


2.2.1
Piggy-Back 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, by the Company for its own account or for the account of stockholders
of the Company (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1), 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 (x) give written notice of such proposed filing
to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing
date, which notice shall 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, of the offering, and (y) offer to the holders of Registrable
Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may
request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). Subject to
Section 2.2.2 hereof, the Company shall cause such Registrable Securities to be included in such registration and shall use its reasonable
best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities
requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to
permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof.
All holders of Registrable Securities proposing to distribute their Registrable Securities through a Piggy-Back Registration that involves
an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected
for such Piggy-Back Registration. Notwithstanding the provisions set forth in the immediately preceding sentences, the right to a Piggy-Back
Registration set forth under this Section 2.2.1 with respect to the Registrable Securities shall terminate on the seventh anniversary
of the Effective Date.


 


2.2.2
Reduction of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten
offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common
Stock which the Company desires to sell, taken together with the shares of Common Stock, if any, as to which registration has been demanded
pursuant to written contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable
Securities as to which registration has been requested under this Section 2.2, and the shares of Common Stock, if any, as to which registration
has been requested pursuant to the written contractual piggy-back registration rights of other stockholders of the Company, exceeds the
Maximum Number of Shares, then the Company shall include in any such registration:


 


a)
If the registration is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities that the
Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number
of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable
Securities, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights
of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that
the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities
for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights
with such persons and that can be sold without exceeding the Maximum Number of Shares;


 


b)
If the registration is a “demand” registration undertaken at the demand of persons other than either the holders of Registrable
Securities, (A) first, the shares of Common Stock or other securities for the account of the demanding persons that can be sold without
exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum
Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and
(B), collectively the shares of Common Stock or other securities comprised of Registrable Securities, Pro Rata, as to which registration
has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to
the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common
Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual
arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares.


 




    	 



    	 



    

 


2.2.3
Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable
Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness
of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand
pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration
Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities
in connection with such Piggy-Back Registration as provided in Section 3.3.


 


2.2.4
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 register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which
may be available at such time (“Form S-3”); provided, however, that (i) the Company shall not be obligated to effect
such request through an underwritten offering and (ii) the Company shall not be obligated to effect more than three such requests. Upon
receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable
Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’
Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities
of the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within fifteen
(15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect
any such registration pursuant to this Section 2.2.4: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the
Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration,
propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000.
Registrations effected pursuant to this Section 2.2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.1.


 


3.
REGISTRATION PROCEDURES.


 


3.1
Filings; Information. Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section
2, the Company shall use its reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance
with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:


 


3.1.1
Filing Registration Statement. The Company shall use its reasonable best efforts to, as expeditiously as possible after receipt
of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any
form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for
the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof,
and shall use its reasonable best efforts to cause such Registration Statement to become effective and use its reasonable best efforts
to keep it effective for the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any
Demand Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of
any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate
signed by Chief Executive Officer or Chairman of the Company stating that, in the good faith judgment of the Board of Directors of the
Company, it would be materially detrimental to the Company and its stockholders for such Registration Statement to be effected at such
time; provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding
proviso more than once in any 365-day period in respect of a Demand Registration hereunder.


 




    	 



    	 



    

 


3.1.2
Copies. The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish
without charge to 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, except for such exhibits and documents available on the Commission’s
Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”)), the prospectus included in such Registration
Statement (including each preliminary prospectus), and such other documents as the holders of Registrable Securities included in such
registration or legal counsel for any such holders may request in order to facilitate the disposition of the Registrable Securities owned
by such holders.


 


3.1.3
Amendments and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective amendments,
and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration
Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities
covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such
Registration Statement or such securities have been withdrawn.


 


3.1.4
Notification. After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business
days after such filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall
further notify such holders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence
of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration
Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take
all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for
any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the
occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to
the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and
promptly make available to the holders of Registrable Securities included in such Registration Statement any such supplement or amendment.


 


3.1.5
State Securities Laws Compliance. The Company shall use its reasonable 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
but for this paragraph or subject itself to taxation in any such jurisdiction.


 


3.1.6
Agreements for Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting agreement
in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such
Registrable Securities. The representations, warranties and covenants of the Company in any underwriting agreement which are made to
or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable
Securities included in such registration statement. No holder of Registrable Securities included in such registration statement shall
be required to make any representations or warranties in the underwriting agreement except, if applicable, with respect to such holder’s
organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such holder’s material
agreements and organizational documents, and with respect to written information relating to such holder that such holder has furnished
in writing expressly for inclusion in such Registration Statement.


 


3.1.7
Cooperation. The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting
officer of the Company and all other officers and members of the management of the Company shall cooperate in all reasonable respects
in any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration
Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with Underwriters,
attorneys, accountants and potential investors.


 




    	 



    	 



    

 


3.1.8
Records. The Company shall make available for inspection by the holders of Registrable Securities included in such Registration
Statement, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other
professional retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial
and other records, pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their
due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested
by any of them in connection with such Registration Statement.


 


3.1.10
Earnings Statement. The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act,
and make available to its stockholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, which
earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.


 


3.1.11
Listing. The Company shall use its reasonable best efforts to cause all Registrable Securities included in any registration to
be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then
listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority
of the Registrable Securities included in such registration.


 


3.1.12
Road Show. If the registration involves the registration of Registrable Securities involving gross proceeds in excess of $5,000,000,
the Company shall 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.


 


3.2
Obligation to Suspend Distribution. Upon receipt of any notice from the Company of the happening of any event of the kind described
in Section 3.1.4(iv), or, in the case of a resale registration on Form S-3 pursuant to Section 2.2.4 hereof, upon any suspension by the
Company, pursuant to a written insider trading compliance program adopted by the Company’s Board of Directors, of the ability of
all “insiders” covered by such program to transact in the Company’s securities because of the existence of material
non-public information, each holder of Registrable Securities included in any registration shall immediately discontinue disposition
of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such holder receives
the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders”
to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such holder will deliver
to the Company all copies, other than permanent file copies then in such holder’s possession, of the most recent prospectus covering
such Registrable Securities at the time of receipt of such notice.


 


3.3
Registration Expenses. The Company shall bear all costs and expenses incurred in connection with any Demand Registration pursuant
to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section 2.2.4,
and all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration
Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance
with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications
of the Registrable Securities); (iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation, all
salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable
Securities as required by Section 3.1.10; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel
for the Company and fees and expenses for independent certified public accountants retained by the Company; (viii) the reasonable fees
and expenses of any special experts retained by the Company in connection with such registration; and (ix) the reasonable fees and expenses
of one legal counsel (not to exceed $25,000) selected by the holders of a majority-in-interest of the Registrable Securities included
in such registration. The Company shall have no obligation to pay any underwriting discounts or selling commissions attributable to the
Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such
holders. Additionally, in an underwritten offering, all selling stockholders and the Company shall bear the expenses of the Underwriter
pro rata in proportion to the respective amount of shares each is selling in such offering.


 




    	 



    	 



    

 


3.4
Information. The holders of Registrable Securities shall provide such information as may reasonably be requested by the Company,
or the managing Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements
thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection
with the Company’s obligation to comply with Federal and applicable state securities laws.


 


4.
INDEMNIFICATION AND CONTRIBUTION.


 


4.1
Indemnification by the Company. The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable
Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each
person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses,
judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly
untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was
registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration
Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission)
to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by
the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or
inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse the Investor Indemnified
Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and
defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable
in any such case to the extent that any such expense, loss, judgment, claim, damage or liability arises out of or is based upon any untrue
statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus,
final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished
to the Company, in writing, by such selling holder expressly for use therein. The Company also shall indemnify any Underwriter of the
Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter
on substantially the same basis as that of the indemnification provided above in this Section 4.1.


 


4.2
Indemnification by Holders of Registrable Securities. Each selling holder of Registrable Securities will, in the event that any
registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling
holder, indemnify and hold harmless the Company, each of its directors and officers and each Underwriter (if any), and each other selling
holder and each other person, if any, who controls the Company, another selling holder or such Underwriter within the meaning of the
Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims,
judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue
statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered
under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement,
or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission
to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or
omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder expressly
for use therein, and shall reimburse the Company, its directors and officers, each Underwriter (if any) and each other selling holder
or controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending
any such loss, claim, judgment, damage, liability or action. Each selling holder’s indemnification obligations hereunder shall
be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling holder.


 




    	 



    	 



    

 


4.3
Conduct of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability
or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”)
shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the
“Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that
the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which
the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually
prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the
Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes,
jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party.
After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action,
the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified
Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which
both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate
counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject
to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party,
with the fees and expenses of such counsel (subject to the proviso at the end of this sentence) to be paid by such Indemnifying Party
if, based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them; provided, however, that the Indemnifying Party shall only
be obligated to pay the fees and expenses of one such separate counsel for all Indemnified Parties in such circumstances. No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any
claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could
have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified
Party from all liability arising out of such claim or proceeding. In addition, no Indemnified Party, in any action or pending or threatened
proceeding, or based on any claim, in which it may seek indemnification hereunder from any Indemnifying Party, shall consent to entry
of judgment or effect any settlement of any such action, claim or proceeding without such Indemnifying Party’s prior written consent.


 


4.4
Contribution.


 


4.4.1
If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of
any loss, claim, damage, liability or action referred to herein with respect to which such Indemnified Party would otherwise be entitled
to such indemnification, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate
to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which
resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault
of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such
Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.


 


4.4.2
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 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 the immediately
preceding Section 4.4.1.


 


4.4.3
The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the second
preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such
Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section
4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds
(after payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable
Securities which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.


 




    	 



    	 



    

 


5.
RULE 144.


 


5.1
Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange
Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation
of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule
or regulation hereafter adopted by the Commission.


 


6.
MISCELLANEOUS.


 


6.1
Other Registration Rights. The Company represents and warrants that, except as disclosed in the Company’s registration statement
on Form S-1 (File No. 333-258920), no person, other than the holders of the Registrable Securities, has any right to require the Company
to register any shares of the Company’s capital stock for sale or to include shares of the Company’s capital stock in any
registration filed by the Company for the sale of shares of capital stock for its own account or for the account of any other person.


 


6.2
Assignment; No Third Party Beneficiaries. 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 without the consent of the holders of a majority of Registrable Securities.
This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated
by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such
holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and to the
permitted assigns of the Company and the holders of Registrable Securities. This Agreement is not intended to confer any rights or benefits
on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2.


 


6.3
Notices. All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”)
required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally
served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery or electronic transmission,
addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall
be deemed given on the date of service or transmission if personally served or transmitted electronically by e-mail; provided, that if
such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given on the
next business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following timely delivery
of such notice to a reputable air courier service with an order for next-day delivery. The parties hereto consent to the delivery of
notices or other communications by electronic transmission at the e-mail address set forth below the respective party’s name in
this Section 6.3. To the extent that any notice given by means of electronic transmission is returned or undeliverable for any reason,
the foregoing consent shall be deemed to have been revoked until a new or corrected e-mail address has been provided, and such attempted
electronic notice shall be ineffective and deemed to not have been given. Each party agrees to promptly notify the other parties of any
change in its e-mail address, and that failure to do so shall not affect the foregoing. The parties may change the persons and addresses
to which the notices or other communications are to be sent by giving written notice to any such change in the manner provided herein
for giving notice.


 


To
the Company:


 


WinVest
Acquisition Corp.


125
Cambridgepark Drive, Suite 301


Cambridge,
MA 02140


Attn:
Manish Jhunjhunwala, Chief Executive Officer, Chief Financial Officer


E-mail:
manish@trefis.com


 


with
a copy to:


 


Haynes
and Boone, LLP


30
Rockefeller Plaza, 26th Floor


New
York, New York 10112


Attn:
Rick A. Werner and Matthew L. Fry


E-mail:
Rick.Werner@haynesboone.com; Matt.Fry@haynesboone.com


 


To
an Investor, to the address set forth below such Investor’s name on Exhibit A hereto.


 




    	 



    	 



    

 


6.4
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof
shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any
such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.


 


6.5
Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which
taken together shall constitute one and the same instrument.


 


6.6
Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered
pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all
prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral
or written.


 


6.7
Modifications and Amendments. No amendment, modification or termination of this Agreement shall be binding upon the Company unless
executed in writing by the Company. No amendment, modification or termination of this Agreement shall be binding upon the holders of
the Registrable Securities unless executed in writing by the holders of the majority Registrable Securities. Any amendment, modification
or termination of this Agreement approved in writing by the holders of a majority of the Registrable Securities shall be binding upon
all holders of Registrable Securities and their permitted assignees.


 


6.8
Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction
of any provision of this Agreement.


 


6.9
Waivers and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive,
provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically
refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred.
Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any
preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance
of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.


 


6.10
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, any Investor or any other holder of Registrable Securities 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.


 


6.11
Governing Law. This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the
State of New York applicable to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law
provisions thereof that would compel the application of the substantive laws of any other jurisdiction.


 


6.12
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 any Investor in the negotiation, administration, performance or enforcement
hereof.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives
as of the date first written above.


 


	 	COMPANY:
	 	 
	 	WINVEST
    ACQUISITION CORP.
	 	 	               
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	 
	 	INVESTORS:
	 	 	 
	 	 	[●]


 


[Signature
Page to Registration Rights Agreement]


 




    	 



    	 



    

 





EXHIBIT
A


 


Name
and Address of Investors


 


	Name
    of Investor	Address
	[●]	[●]