EX-10.2





 Exhibit 10.2 

REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT 

THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of September 9, 2021, is made and
entered into by and among First Light Acquisition Group, Inc., a Delaware corporation (the “Company”), each of the undersigned series 1 through 15 of First Light Acquisition Group, LLC, a Delaware series limited liability company
(such 15 series collectively, the “Sponsor”), Metric Finance Holdings I, LLC, a Delaware limited liability company (“Metric”) (each of the Sponsor, Metric and any person or entity who hereafter becomes a party to
this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”). 

RECITALS 
 WHEREAS,
the Company and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of April 22, 2021, pursuant to which the Sponsor purchased an aggregate of 4,605,750 shares of the Company’s Class B common stock,
par value $0.0001 per share (the “Class B Common Stock”). The Company and Metric have entered into that certain Securities Subscription Agreement, dated as of April 30, 2021, pursuant to which Metric
purchased an aggregate of 1,144,250 shares of the Company’s Class B Common Stock, resulting in there being an aggregate of 5,750,000 shares of Class B Common Stock (the “Founder Shares”) outstanding; 

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 September 9, 2021, the Company, the Sponsor and Metric entered into that certain Private Placement Warrants Purchase
Agreement (the “Warrant Purchase Agreement”), pursuant to which the Sponsor and Metric agreed to purchase 3,291,005 warrants (or up to 3,397,155 warrants if the over-allotment option in connection with the Company’s initial
public offering is exercised in full) (the “Private Placement Warrants”), in a private placement transaction occurring simultaneously with the closing of the Company’s initial public offering; 

WHEREAS, the Company has entered into that certain Amended and Restated Forward Purchase Agreement, dated August 20, 2021 (the
“Forward Purchase Agreement”) with Franklin Strategic Series—Franklin Small Cap Growth Fund, a Delaware statutory trust (the “Forward Purchaser”), pursuant to which the Forward Purchaser may purchase, at its
sole discretion, 5,000,000 shares of Common Stock and 2,500,000 forward purchase warrants at a purchase price of $50,000,000, in one or more private placements to occur no later than immediately prior to the consummation of the Company’s
initial Business Combination (as defined below); 
  












 WHEREAS, following the consummation of the Offering, in order to (a) finance the
Company’s transaction costs in connection with an initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan funds to the Company as the
Company may require from time to time and (b) extend the time for the Company to consummate its initial Business Combination by no more than two three-month periods, the Sponsor (or its affiliates or designees) will deposit into the trust account
funds in an amount equal to one percent (1.0%) of the gross proceeds of the Company’s initial public offering (including any gross proceeds received as a result of the underwriter’s exercise of its over-allotment option) for each
three-month period, in exchange for a non-interest bearing, unsecured promissory note issued by the Company; up to a maximum amount of $4,600,000 of such loans described in clauses (a) and (b) of this
whereas clause may be converted into warrants at the option of the lender (the “Loan Convertible Warrants”) at a purchase price of $1.50 per Loan Convertible Warrant; 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 Chief 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 or Prospectus were not being used,
and (iii) the Company has a bona fide business purpose for not making such information public. 
 “Agreement” shall
have the meaning given in the Preamble. 
 “Board” shall mean the Board of Directors of the Company. 

“Business Combination” shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or
other similar business combination with one or more businesses, involving the Company. 
 “Class B Common
Stock” shall have the meaning given in the Recitals hereto. 
 “Commission” shall mean the Securities and Exchange
Commission. 

  
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 “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 2.3.1. 

“Forward Purchase Agreement” shall have the meaning given in the Recitals hereto. 

“Forward Purchaser” shall have the meaning given in the Recitals hereto. 

“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 earliest of (A) one year after the completion of the Company’s initial Business Combination; (B) subsequent to the Company’s initial Business Combination, the
date on which the last reported sale price of the shares of 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; and (C) subsequent to the Company’s initial Business Combination, the date on which the Company
completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s public 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 Letters” shall mean collectively those certain letter agreements, each dated as of September 9, 2021, by and
between (A) the Company and (B) each of the Sponsor, Metric and each of the Company’s officers, directors and director nominees. 

“Loan Convertible Warrants” shall have the meaning given in the Recitals hereto. 

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

“Metric” shall have the meaning given in the Preamble hereto. 

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

  
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 “Nominee” shall have the meaning given in subsection 5.1.1. 

“Permitted Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer
such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, pursuant to the Insider
Letters and any other applicable agreement between such Holder and the Company, and to any transferee thereafter. 
 “Piggyback
Registration” shall have the meaning given in subsection 2.2.1. 
 “Private Placement
Lock-up Period” shall mean, with respect to Private Placement Warrants that are held by the initial purchasers of such Private Placement Warrants or their Permitted Transferees, and any of the shares
of Common Stock issued or issuable upon the exercise 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. 
 “Pro Rata” shall have the meaning given in subsection 2.1.4. 

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

“Registrable Security” shall mean (a) the shares of Common Stock issued or issuable upon the conversion of any Founder
Shares, (b) the Private Placement Warrants (including any shares of Common Stock issued or issuable upon the exercise of any such 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) the Loan Convertible Warrants (including any shares of Common Stock issued or
issuable upon the exercise of any such Loan Convertible Warrants) and (e) any other equity security of the Company issued or issuable with respect to any of the securities described in the foregoing clauses (a) through (d) 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 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 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. 

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

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

(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory
Authority, Inc.) and any securities exchange on which the Common Stock is then listed; 
 (B) fees and expenses of compliance with securities
or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriter(s) 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. 

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

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

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

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

“Warrant Purchase Agreement” shall have the meaning given in the Recitals hereto. 

ARTICLE II 

REGISTRATIONS 
 2.1 Demand
Registration. 
 
2.1.1 Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the
initial Business Combination, the Holders of at least a majority-in-interest of the then-outstanding number of Registrable Securities (the “Demanding
Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of
distribution thereof (such written demand a “Demand Registration”). The Company shall, within 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 (i) this limitation shall not apply to any Demand Registration initiated by Metric, which shall be governed by
Section 3.6 hereof and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time
(“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered for resale on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement. 

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

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

  
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 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 shares of Common Stock or
other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(i) and (ii), the shares of Common Stock or other equity securities of other persons or entities that the Company is obligated to register for resale 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(s) (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 its initial Business Combination, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable
or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to
Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for a rights offering or 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(s) (if any) in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the
resale 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(s) 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 

  
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 Company included in such Registration and to permit the sale or other disposition of such Registrable
Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting
agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. 
 2.2.2 Reduction of
Piggyback Registration. If the managing Underwriter(s) 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 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 shares of Common Stock or other equity securities that the Company desires to sell for its own account, 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 the resale of their Registrable Securities pursuant to subsection 2.2.1 hereof, Pro Rata (based on the respective
number of Registrable Securities that each Holder has so requested), 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 shares of 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 shares of 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 the resale of their Registrable Securities pursuant to subsection 2.2.1 hereof, Pro Rata (based on the respective number of Registrable Securities that each Holder has so requested), 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 shares of Common Stock or other equity securities that the
Company desires to sell for its own account, 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 shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register for resale pursuant to separate written contractual arrangements with such persons or entities, which
can be sold without exceeding the Maximum Number of Securities. 
  

  
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 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(s) (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the
effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration (or in the case of an Underwritten Registration pursuant to Rule 415 under the Securities Act, at least two business days prior to the
time of pricing of the applicable offering). The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement
filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the
Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3. 

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

2.3.1 The Holders of
Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of
their Registrable Securities on Form S-3 or any similar short form registration statement that may be available at such time (“Form S-3”), or if the
Company is ineligible to use Form S-3, on Form S-1; a registration statement filed pursuant to this subsection 2.3.1 (a “Shelf”) shall provide
for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder; provided, however, that the Company shall not be obligated to effect an
Underwritten Offering pursuant to a Shelf or this Section 2.3. 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 a Shelf, the Company
shall promptly give written notice of the proposed Registration to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities
in such Registration shall so notify the Company, in writing, within 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 a Shelf, the Company shall file a Registration Statement relating to all or such portion of such Holder’s Registrable Securities as are specified in such written
request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the
Company shall not be obligated to effect any such Registration pursuant to this subsection 2.3.1 if the Holders of Registrable 

  
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 Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in
such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000. The Company shall maintain each Shelf in accordance with the terms hereof, and
shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep such Shelf continuously effective, available for use and in compliance with the provisions of the Securities
Act until such time as there are no longer any Registrable Securities included on such Shelf. In the event the Company files a Shelf on Form S-1, the Company shall use its commercially reasonable efforts to
convert the Form S-1 to a Form S-3 as soon as reasonably practicable after the Company is eligible to use Form S-3. 

2.3.2 If any Shelf ceases to be effective under the Securities Act for any reason
at any time while Registrable Securities included thereon are still outstanding, the Company shall use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities
Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected
to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities included on
such Shelf, and pursuant to any method or combination of methods legally available to, and requested by, any Holder; provided, however, that the Company shall not be obligated to effect an Underwritten Offering pursuant to a Subsequent
Shelf Registration or this Section 2.3. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities
Act as promptly as is reasonably practicable after the filing thereof and (ii) keep such Subsequent Shelf Registration continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as
there are no longer any Registrable Securities included thereon. Any such Subsequent Shelf Registration shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such
Subsequent Shelf Registration shall be on another appropriate form. In the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon request of a Holder shall promptly
use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, a Shelf (including by means of a post-effective amendment) or a Subsequent Shelf Registration and cause
the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration shall be subject to the terms hereof; provided, however, the Company shall only be required to cause such Registrable Securities to
be so covered once annually after inquiry of the Holders. 
 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 

  
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 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, the Chief Executive Officer, the President or Secretary of the Company stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed in the
near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided,
however, that the Company shall not defer its obligation in this manner more than once in any 12-month period. Notwithstanding anything to the contrary contained in this Agreement, no Registration shall
be effected or permitted and no Registration Statement shall become effective, with respect to any Registrable Securities held by any Holder, until after the expiration of the Founder Shares Lock-Up Period or
the Private Placement Lock-Up Period, as the case may be, the 180-day lock-up period set forth in Section 3 of the Insider
Letters and, in the case of Metric only, the 540-day lock-up period set forth in Section 11 of the Insider Letters. 

ARTICLE III 
 COMPANY
PROCEDURES 
 3.1 General Procedures. If at any time on or after the date the Company consummates
an initial 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 majority-in-interest of the Holders with
Registrable Securities registered for resale on such Registration Statement 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 Underwriter(s), 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 Underwriter(s) and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the
Registrable Securities owned by such Holders; 

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

3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities
issued by the Company are then listed; 
 3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such
Registrable Securities no later than the effective date of such Registration Statement; 
 3.1.7 advise each seller of such Registrable
Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for
such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; 

3.1.8 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such
Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel; 
 3.1.9 notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as
then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof; 
 3.1.10
permit a representative of the Holders, the Underwriter(s), if any, and any attorney or accountant retained by such Holders or Underwriter(s) 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 Underwriter(s) enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information; 

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

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

3.1.13 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing Underwriter(s) 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 resale of the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000,
use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter(s) 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 participating
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 Underwriter(s)’ commissions and discounts, brokerage fees,
Underwriter(s) 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. 

  
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 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. 
 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 the 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. 
 
3.6 Limitation on Registration Rights. Notwithstanding anything herein to the contrary, (i) Metric may not exercise its rights under Sections 2.1 and 2.2 hereunder after five (5) and seven (7) years, respectively,
from the effective date of the Company’s registration statement on Form S-1 (File No. 333-259038) and (ii) Metric may not exercise its rights under
Section 2.1 more than one time. 

  
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 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, directors,
employees, agents and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including, without limitation, attorneys’ fees) resulting from 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 Underwriter(s), their officers, employees and directors and each person who controls such Underwriter(s) (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, 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 under this Section 4.1.2 shall be several, not joint and several, among such Holders of Registrable Securities, and the total indemnification liability of each such Holder of Registrable
Securities under this Section 4.1.2 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 Underwriter(s), their officers, employees and directors and each person who controls such Underwriter(s) (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the
Company. 
 4.1.3 Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any
claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying
party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of
such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall 

  
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 not be subject to any liability for any settlement made by the indemnified party without its consent (but
such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified
by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.
No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the
indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such
claim or litigation. 
 4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any
investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in
an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason. 

4.2 Contribution. 
 4.2.1
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 4.2.1 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 4.2.1 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 4.2.1. 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 4.2.1 from any person who was not guilty of such fraudulent misrepresentation. 

  
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 ARTICLE V 

STOCKHOLDER RIGHTS 
 5.1
Subject to the terms and conditions of this Agreement, at any time and from time to time on or after the date that the Company consummates an initial Business Combination and for so long as the Sponsor (and any of its Permitted Transferees) holds in
the aggregate at least fifty percent (50%) of the number of Founder Shares held by the Sponsor immediately prior to closing of the Company’s initial public offering and after any forfeiture of its Founder Shares: 

5.1.1 The Sponsor shall have the right, but not the obligation, to designate three (3) individuals to be appointed
or nominated, as the case may be, for election to the Board (including any successor, each, a “Nominee”) by giving written notice to the Company on or before the time such information is reasonably requested by the Board or the
Nominating Committee of the Board, as applicable, for inclusion in a proxy statement for a meeting of stockholders. 
 5.1.2 The Company
will, as promptly as practicable, use its best efforts to take all necessary and desirable actions (including, without limitation, calling special meetings of the Board and the stockholders and recommending, supporting and soliciting proxies) so
that there are three (3) Sponsor Directors serving on the Board at all times during which the nomination rights provided in this Section 5.1 are applicable. 

5.1.3 The Company shall, to the fullest extent permitted by applicable law, use its best efforts to take all actions necessary to ensure that:
(i) each Nominee is included in the Board’s slate of nominees to the stockholders of the Company for each election of Directors; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection
with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board, and at every adjournment or postponement thereof, and on every action or approval by written consent of the
stockholders of the Company or the Board with respect to the election of members of the Board. 
 5.1.4 If a vacancy occurs because of the
death, disability, disqualification, resignation, or removal of a Sponsor Director or for any other reason during the period in which rights provided in this Section 5.1 are applicable, the Sponsor shall be entitled to designate such
person’s successor, and the Company will, as promptly as practicable following such designation, use its best efforts to take all necessary and desirable actions, to the fullest extent permitted by law, within its control such that such vacancy
shall be filled with such successor Nominee. 
 5.1.5 If a Nominee is not elected because of such Nominee’s death, disability,
disqualification, withdrawal as a nominee or for any other reason, the Sponsor shall be entitled to designate promptly another Nominee and the Company will take all necessary and desirable actions within its control such that the director position
for which such Nominee was nominated shall not be filled pending such designation or the size of the Board shall be increased by one and such vacancy shall be filled with such successor Nominee as promptly as practicable following such designation.


  
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 5.1.6 As promptly as reasonably practicable following the request of any Sponsor Director,
the Company shall enter into an indemnification agreement with such Sponsor Director, in the form entered into with the other members of the Board. The Company shall pay the reasonable, documented out-of-pocket expenses incurred by the Sponsor Director in connection with his or her services provided to or on behalf of the Company, including attending meetings or events attended explicitly on behalf of
the Company at the Company’s request. 
 5.1.7 The Company shall (i) purchase directors’ and officers’ liability
insurance in an amount determined by the Board to be reasonable and customary and (ii) for so long as a Sponsor Director serves as a Director of the Company, maintain such coverage with respect to such Sponsor Director; provided that upon
removal or resignation of such Sponsor Director for any reason, the Company shall take all actions reasonably necessary to extend such directors’ and officers’ liability insurance coverage for a period of not less than six (6) years
from any such event in respect of any act or omission occurring at or prior to such event. 
 5.1.8 For so long as a Sponsor Director serves
as a Director of the Company, the Company shall not amend, alter or repeal any right to indemnification or exculpation covering or benefiting any Director nominated pursuant to this Agreement as and to the extent consistent with applicable law,
whether such right is contained in the Company’s amended and restated certificate of incorporation or amended and restated bylaws, each as amended, or another document (except to the extent such amendment or alteration permits the Company to
provide broader indemnification or exculpation rights on a retroactive basis than permitted prior thereto). 
 5.1.9 Each Nominee may, but
does not need to qualify as “independent” pursuant to listing standards of the New York Stock Exchange (or such other national securities exchange upon which the Company’s securities are then listed). 

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

  
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securities laws or regulations. In the event the Board reasonably finds the Nominee to be unsuitable based upon one or more of the foregoing clauses (i) through (v) and reasonably objects to
the identified director, the Sponsor shall be entitled to propose a different nominee to the Board within thirty (30) calendar days of the Company’s notice to the Sponsor of its objection to the Nominee and such replacement Nominee shall
be subject to the review process outlined above. 
 5.1.11 The Company shall take all necessary action to cause a Sponsor Director chosen by
the Sponsor to be elected to the board of directors (or similar governing body) of each material operating subsidiary of the Company to the extent requested by the Sponsor. Such Sponsor Director shall have the right to attend (in person or remotely)
any meetings of the board of directors (or similar governing body or committee thereof) of each subsidiary of the Company. 
 ARTICLE VI

 MISCELLANEOUS 

6.1 Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States
mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery,
electronic mail 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 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, c/o First Light Acquisition Group, Inc., 11110 Sunset Hills Road #2278,
Reston, VA 20190, Attention: Michael Alber, and, if to any Holder, at such Holder’s address as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to
the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 6.1. 

6.2 Assignment; No Third Party Beneficiaries. 

6.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole
or in part. 
 6.2.2 Prior to the expiration of the Founder Shares Lock-up Period or the Private
Placement Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer
of Registrable Securities by such Holder to a Permitted Transferee, but only if such Permitted Transferee agrees to be bound by the transfer restrictions set forth in this Agreement, the Insider Letters, and in the Warrant Purchase Agreement (if the
Registrable Securities being transferred are Private Placements Warrants), as the case may be, or in any other applicable agreement or instrument. 

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

6.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in
this Agreement and Section 6.2 hereof. 
 6.2.5 No assignment by any party hereto of such party’s rights, duties and
obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 hereof and (ii) the written agreement of the
assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than
as provided in this Section 6.2 shall be null and void. 
 6.3 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. The words “execution”,
“signed”, “signature” and words of like import in this Agreement or in any certificate, agreement or document related to this Agreement shall include images of manually executed signatures transmitted by facsimile or other
electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records
(including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a
paper-based recordkeeping system to the fullest extent permitted by applicable law, including the U.S. Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law,
including, without limitation, any state law based on the Uniform Electronic Transactions Act of the United States or the Uniform Commercial Code of the United States. 

6.4 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES
EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION. 
 6.5 Waiver of Trial by Jury. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE
ACTIONS OF THE SPONSOR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF. 

  
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 6.6 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 shares of the 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.

 6.7 Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities
and the Forward Purchaser, has any right to require the Company to register the offer, sale, or resale of 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, other than the Forward Purchase Agreement, this Agreement supersedes any other registration rights agreement or agreement with
similar terms and conditions with respect to the Registrable Securities and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail. 

6.8 Term. This Agreement shall terminate upon the earlier of (i) the tenth (10th) anniversary of the date of this Agreement and
(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)), (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without
limitation on the amount of securities sold or the manner of sale or (C) with respect to a particular Holder, the date as of which all Registrable Securities held by such Holder have been sold (x) 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 (y) under Rule 144 (or similar provision) or
another exemption from registration under the Securities Act. The provisions of Section 3.5 and Article IV shall survive any termination. 

[SIGNATURE PAGES FOLLOW] 

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

			
	COMPANY:
	
	FIRST LIGHT ACQUISITION GROUP, INC.,
	a Delaware corporation
		
	By:	 	 /s/ William J. Weber

	Name:	 	William J. Weber
	Title:	 	Chief Executive Officer
	
	SPONSOR:
	
	FIRST LIGHT ACQUISITION GROUP, LLC
	
	By: FLAG Sponsor Manager, LLC, on behalf of Series 1 through Series 15 of First Light Acquisition Group, LLC, a Delaware series limited liability company
		
	By:	 	 /s/ William J. Weber

	Name:	 	William J. Weber
	Title:	 	Manager
	
	METRIC:
	
	METRIC FINANCE HOLDINGS I, LLC,
	a Delaware limited liability company
		
	By:	 	 /s/ Allan Katz

	Name:	 	Allan Katz
	Title:	 	Chief Financial Officer


 [Signature Page to Registration and Stockholder Rights Agreement]