Exhibit 10.2


  


EXECUTION VERSION


 


AMENDED AND RESTATED REGISTRATION RIGHTS
AGREEMENT





 


THIS AMENDED AND RESTATED REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of October 12, 2020, is made and entered into by and among Churchill
Capital Corp II, a Delaware corporation (the “Churchill”), Software Luxembourg Holding S.A., a public limited
liability company (société anonyme), incorporated and organized under the laws of the Grand Duchy of Luxembourg,
having its registered office at 48, Boulevard Grand-Duchesse Charlotte, L-1330 Luxembourg, Grand Duchy of Luxembourg, and registered
with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg)
under number B246188 (“Legacy Skillsoft”), Churchill Sponsor II LLC, a Delaware limited liability company (the
 “Sponsor” and, together with the undersigned parties under Holder on the signature pages hereto and any
person or entity who hereafter becomes a party to this Agreement, a “Holder” and collectively the “Holders”).


 


RECITALS


 


WHEREAS, Churchill and Legacy Skillsoft
are party to that certain Agreement and Plan of Merger, dated as of October 12, 2020 (as it may be amended, supplemented,
restated or otherwise modified from time to time, the “Merger Agreement”), by and among Churchill and Legacy
Skillsoft, pursuant to which, among other things, Legacy Skillsoft will cease to exist and Legacy Skillsoft’s subsidiaries
shall become subsidiaries of Churchill, which shall survive as the surviving corporation (the “Merger” and,
Churchill following the consummation of the Merger, the “Company”);


 


WHEREAS, as a condition to the consummation
of the transactions contemplated by the Merger Agreement that the parties hereto enter into this Agreement, to be effective upon
the consummation of the Merger;


 


WHEREAS, Churchill, the Sponsor and
certain of the Holders entered into that certain Registration Rights Agreement, dated as of June 26, 2019 (as it may be amended,
supplemented, restated or otherwise modified from time to time until the consummation of the Merger, the “Existing Agreement”);


 


WHEREAS, the Holders who are shareholders
of Legacy Skillsoft have existing registration rights under that certain shareholders’ agreement made and entered into as
of August 27, 2020 by and among such Holders and Legacy Skillsoft, which shall be terminated in connection with the Merger;
and


 


WHEREAS, upon the consummation of
the Merger, the parties to the Existing Agreement desire to amend and restate the Existing Agreement in its entirety as set forth
herein and Churchill and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders
certain registration rights with respect to the Registrable Securities (as defined below) on the terms and conditions set forth
in this Agreement.


 


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


 






     


     


    

 


Article I

DEFINITIONS





 


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


 


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


 


“Affiliate” shall mean,
with respect to any specified Person, any other Person that directly or indirectly controls, is controlled by, or is under common
control with, such specified Person. As used in this definition, the term “control” shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership
of voting securities, by contract or otherwise.


 


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


 


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


 


“Business Day” means any
day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally
authorized or required by law or regulation to close in the City of New York, New York.


 


“Commission” shall mean
the United States Securities and Exchange Commission.


 


“Common Stock” shall mean
the Class A common stock of the Company, par value $0.0001 per share.


 


“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.


 






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


  


“Founder Shares” shall
have the meaning given in the Sponsor Agreement.


 


“Founder Shares Lock-up Period”
shall have the meaning given in the Sponsor Agreement.


 


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


 


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


 


“Merger Agreement” shall
have the meaning given in the Recitals 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 a Prospectus, in
the light of the circumstances under which they were made) not misleading.


 


“Permitted Transferees”
shall mean (a) in the case of the Sponsor or any Holder of Founder Shares, 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 and
pursuant to the Sponsor Agreement and any other applicable agreement between such Holder and the Company, in each case for so
long as such agreements remain in effect, and to any transferee thereafter, (b) in the case of any Holder (other than the
Sponsor or any Holder of Founder Shares) that is not an individual, any Affiliate of such Holder (including existing affiliated
investment funds or vehicles that at all times remain Affiliates) and (c) in the case of any Holder (other than the Sponsor
or any Holder of Founder Shares) who is an individual, (i) any successor by death or (ii) any trust, partnership, limited
liability company or similar entity solely for the benefit of such individual or such individual’s spouse or lineal descendants,
provided that such individual acts as trustee, general partner or managing member and retains the sole power to direct the voting
and disposition of the transferred Registrable Securities.


 


“Person” means any natural
person, general or limited partnership, corporation, company, trust, limited liability company, limited liability partnership,
firm, association or organization or other legal entity.


 


“Piggyback Registration”
shall have the meaning given in subsection 2.2.1.


 


“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.


 






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“Registrable Security”
shall mean (a) any outstanding shares of Common Stock held by a Holder immediately following the Closing (as defined in the
Merger Agreement) (including shares of Common Stock distributable pursuant to the Merger Agreement and the conversion of the Company’s
Class B Common Stock), (b) any shares of Common Stock that may be acquired by Holders upon the exercise of a warrant
or other right (including pre-emption rights) to acquire Common Stock held by a Holder immediately following the Closing (as defined
in the Merger Agreement), (c) any shares of Common Stock or warrants to purchase shares of Common Stock (including any shares
of Common Stock or any other equity security (including, without limitation, shares of Common Stock issued or issuable upon the
exercise of any other equity security and warrants)) of the Company held by a Holder from time to time, and (d) any other
equity security of the Company or any of its subsidiaries issued or issuable with respect to any securities referenced in clause
(a), (b) or (c) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation,
spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Security,
such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such
securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed
of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred,
new certificates or book entries 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 have been sold without registration pursuant
to Rule 144 promulgated under the Securities Act (or any successor rule promulgated by the Commission); or (E) such
securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities
transaction.








 


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


 


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


 


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


 


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


 


(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.


 









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“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 Registration Statement”
shall mean a Registration Statement filed with the Commission on either (a) Form S-3 or Form F-3 (or any successor
form or other appropriate form under the Securities Act) or (b) if the Company is not permitted to file a Registration Statement
on Form S-3 or Form F-3, an evergreen Registration Statement on Form S-1 or Form F-1 (or any successor form
or other appropriate form under the Securities Act), in each case, for an offering to be made on a continuous basis pursuant to
Rule 415 under the Securities Act (or any similar rule that may be adopted by the SEC) covering the Registrable Securities,
as applicable.


 


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


 


“Sponsor Agreement” shall
mean the Sponsor Agreement, dated as of October 12, 2020, by and among Churchill, the Sponsor, Legacy Skillsoft and the other
parties thereto, as the same may be amended, restated or modified from time to time.


 


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


 


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


 


Article II

REGISTRATIONS


 


2.1           Demand
Registration.


 


2.1.1            Request
for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and
from time to time, the Holders of at least 5% 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 three (3) Business 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) Business 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 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
four (4) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable
Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1
or any similar long-form registration statement that may be available at such time (“Form S-1”) has become
effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting
Holders in such Form S-1 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
and Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s
participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten
Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten
Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected
for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.


 






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2.1.4            Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand
Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the
dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell,
taken together with all other Common Stock or other equity securities that the Company desires to sell and the Common Stock, if
any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held
by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can
be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method,
or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable,
the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows:
(i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based
on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) holds prior to such
Underwritten Registration) 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), Common Stock or other equity securities
for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual
arrangements with such persons or entities and that 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), Common
Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities.


 


2.1.5            Demand
Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest
of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw
from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company
and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness
of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant
to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for
the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal
under this subsection 2.1.5.


 






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2.2           Piggyback
Registration.


 


2.2.1            Piggyback
Rights. If, at any time 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 (or
any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan,
(ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145
under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity
securities of the Company, (iv) for a dividend reinvestment plan or (v) for a rights offering, 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 three (3) Business Days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten
Offering pursuant to a Form S-3, the applicable “red herring” prospectus or prospectus supplement, which notice
shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution,
and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the
Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders
may request in writing within five (5) Business Days after receipt of such written notice (such Registration a “Piggyback
Registration”). Subject to subsection 2.2.2, the Company shall, in good faith, cause such Registrable Securities
to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters
of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection
2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company
included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the
intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through
an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with
the Underwriter(s) selected for such Underwritten Offering by the Company.


 


2.2.2            Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback
Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration
in writing that the dollar amount or number of 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,
Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number
of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to
subsection 2.2.1 hereof and 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 (pro rata based on the respective number of Registrable
Securities that each stockholder holds prior to such Underwritten Registration), which can be sold without exceeding the Maximum
Number of Securities;


 






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(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, Common Stock or other equity securities, if any, of such requesting persons
or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the
Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1
and Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to
register pursuant to separate written contractual arrangements with such persons or entities (pro rata based on the respective
number of Registrable Securities that each stockholder holds prior to such Underwritten Registration), which can be sold without
exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clauses (A) and (B), Common Stock or other equity securities that the Company desires to sell,
which can be sold without exceeding the Maximum Number of Securities.


 


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


 


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


 


2.3           Registrations
on Form S-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the
Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission),
register the resale of any or all of their Registrable Securities on Form S-3 or any similar short form registration statement
that may be available at such time (“Form S-3”). Within three (3) Business Days of the Company’s
receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company
shall promptly give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities,
and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable
Securities in such Registration on Form S-3 shall so notify the Company, in writing, within ten (10) days after the
receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after
the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall effect a Registration
of all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all
or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written
notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect
any such Registration pursuant to Section 2.3 hereof if (i) a Form S-3 is not available for such offering;
or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled
to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any
aggregate price to the public of less than $5,000,000.


 






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Any request for an Underwritten Offering
pursuant to a Form S-3, including a takedown from an existing Form S-3 filed pursuant to this Section 2.3,
shall follow the procedures of Section 2.1 (including subsection 2.1.4) but shall not count against the number
of long form Demand Registrations that may be made pursuant to subsection 2.1.1; provided that such Holders (a) reasonably
expect aggregate gross proceeds in excess of $25,000,000 from such Underwritten Offering or (b) reasonably expect to sell
all of the Registrable Securities they hold in such Underwritten Offering but in no event for expected aggregate gross proceeds
of less than $10,000,000.


 


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


 






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Article III

COMPANY PROCEDURES


  


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


 


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


 


3.1.2            prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the
rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and
regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration
Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement
to the Prospectus;


 


3.1.3            prior
to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies
of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each
case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration
Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable
Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition
of the Registrable Securities owned by such Holders;


 


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


 






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3.1.5            cause
all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities
issued by the Company are then listed;


 


3.1.6            provide
a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective
date of such Registration Statement;


 


3.1.7            advise
each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance
of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening
of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to
obtain its withdrawal if such stop order should be issued;


 


3.1.8            at
least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such
Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement
or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel;


 


3.1.9            notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities
Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect,
includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;


 


3.1.10          permit
a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter
to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s
officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney
or accountant in connection with the Registration; provided, however, that such representatives or Underwriters
enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or
disclosure of any such information;


 


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


 


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


 






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


 


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


 


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


 


3.1.16          otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection
with such Registration, including, without limitation, making available senior executives of the Company to participate in any
due diligence sessions that may be reasonably requested by the Underwriter in any Underwritten Offering.


 


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


 


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


 






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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. The Company further covenants that it shall take such further action as any Holder may reasonably request, all
to the extent required from time to time to enable such Holder to sell shares of Common Stock held by such Holder without registration
under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act
(or any successor rule promulgated thereafter by the Commission), including providing any legal opinions.


 


Article IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1           Indemnification.


 


4.1.1            The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors
and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities
and expenses (including attorneys’ fees) caused by (i) 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, (ii) 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, (iii) any actions or inactions or proceedings in respect of the foregoing whether or not
such indemnified party is a party thereto or (iv) any registration or qualification of securities under applicable blue sky
laws (including any failure to register or qualify securities under such laws where the Company has affirmatively undertaken or
agreed in writing that the Company will undertake such registration or qualification). This indemnity shall be in addition to
any liability the Company may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such Holder.
The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within
the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the
Holder.


 






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


 


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


 






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





 


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


 


Article V

MISCELLANEOUS


 


5.1           Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in
person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy,
telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall
be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the
date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy,
telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger)
or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must
be addressed, if to the Company, to: 640 Fifth Avenue, 12th Floor, New York, NY 10019, Attention: Michael Klein, and,
if to any Holder, at such Holder’s address or facsimile number as set forth in the Company’s books and records. Any
party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such
change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.


 






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5.2           Assignment;
No Third Party Beneficiaries.


 


5.2.1            Except
as set forth in Section 5.2.2., this Agreement and the rights, duties and obligations of the Company hereunder may not be
assigned or delegated by the Company in whole or in part.


 


5.2.2            A
Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to
a Permitted Transferee who agrees to become bound by the transfer restrictions set forth in this Agreement.


 


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


 


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


 


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


 


5.3           Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed
an original, and all of which together shall constitute the same instrument, but only one of which need be produced.


 


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


 






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EACH OF THE PARTIES HERETO ACKNOWLEDGES AND
AGREES THAT IN THE EVENT OF ANY BREACH OF THIS AGREEMENT, THE NON-BREACHING PARTY WOULD BE IRREPARABLY HARMED AND COULD NOT BE
MADE WHOLE BY MONETARY DAMAGES, AND THAT, IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY MAY BE ENTITLED AT LAW OR IN
EQUITY, THE PARTIES SHALL BE ENTITLED TO SUCH EQUITABLE OR INJUNCTIVE RELIEF AS MAY BE APPROPRIATE. THE VENUE SET FORTH IN
THIS SECTION ABOVE SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT OF ANY JUDGMENT OF A COURT DESCRIBED IN THE SECTION ABOVE,
OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SUCH A JUDGMENT, IN ANY OTHER APPROPRIATE JURISDICTION.





 


EACH PARTY HERETO ACKNOWLEDGES AND AGREES
THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE,
EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH
PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION
WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


5.5           Amendments
and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable
Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement
may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however,
that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her
or its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other
Holders (in such capacity) shall require the consent of the Holder so affected; provided, further, that any amendment
hereto or waiver hereof that adversely affects the priority participation of the PIPE Subscriber (as defined in the Merger Agreement),
solely in its capacity as a Holder, in any underwritten offerings to which the PIPE Subscriber would be eligible to participate
under the terms of this Agreement shall require the consent of the PIPE Subscriber. No course of dealing between any Holder or
the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights
or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or
partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise
of any other rights or remedies hereunder or thereunder by such party.


 






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5.6           Other
Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities has
any right to require the Company to register any securities of the Company for sale or to include such securities of the Company
in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person.
Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement
with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement,
the terms of this Agreement shall prevail.





 


5.7           Term.
This Agreement shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable Securities.
The provisions of Section 3.5, Article IV and this Article V (other than Section 5.6)
shall survive any termination.


 


[Signature pages follow]


 






    19


     


    










 


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


 


 


	 	CHURCHILL CAPITAL CORP II
	 	 	 
	 	 	 
		By:	/s/ Peter Seibold
	 	 	Name:	Peter Seibold
	 	 	Title:	Chief Financial Officer



 


  


	 	SOFTWARE LUXEMBOURG HOLDING S.A.
	 	 	 
	 	 	 
		By:	/s/ Ronald W. Hovsepian     
	 	 	Name:	Ronald W. Hovsepian
	 	 	Title:	Director – Authorized Signatory



 


[Signature Page to
Registration Rights Agreement]


 






    


     


    







 


	 	HOLDERS:
	 	 	 
	 	CHURCHILL SPONSOR II LLC
	 	 	 
	 	 	 
		By:	/s/ Jay Taragin
	 	 	Name:	Jay Taragin
	 	 	Title:	Chief Financial Officer



 






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FORM OF REGISTRATION RIGHTS JOINDER AGREEMENT



 


This REGISTRATION RIGHTS
JOINDER AGREEMENT, dated as of [•]20[•], is made and entered into by and between Churchill Capital Corp II, a Delaware
corporation (the “Company”) and [•] (the “Joining Party”).


 


RECITALS


 


WHEREAS, the
Company, Magnet Merger Sub, Inc. and Albert DE Holdings Inc. entered into that certain Agreement and Plan of Merger, dated as of
October 12, 2020, pursuant to which, inter alia, a direct, wholly owned subsidiary of the Company will be merged with and
into Albert DE Holdings Inc., a Delaware corporation (“Magnet”), with Magnet surviving as a wholly owned subsidiary
of the Company on the terms and subject to the conditions set forth therein (the “Merger”)


 


WHEREAS, in
connection with the Merger, the [Joining Party] is entitled to receive warrants exercisable for Class A Common Stock, par value
$0.0001 per share, of the Company (the “Common Stock”);


 


WHEREAS the
Company and the Joining Party entered into that certain Subscription Agreement, pursuant to which the Joining Party agreed to purchase
from the Company, and the Company agreed to issue and sell to the Joining Party, 5,000,000 shares of Common Stock through a private
placement.


 


WHEREAS, the
Company, Churchill Sponsor II LLC, a Delaware limited liability company, and Software Luxembourg Holding S.A., a public limited
liability company (société anonyme), incorporated and organized under the laws of the Grand Duchy of Luxembourg,
and certain other parties, entered into that certain Amended and Restated Registration Rights Agreement dated as of October 12,
2020 (as such agreement may hereafter be amended pursuant to the terms thereof, the “Registration Rights Agreement”),
the form of which is attached hereto as Exhibit A.


 


NOW, THEREFORE,
in consideration of the foregoing and the agreements set forth below, the parties hereto agree as follows:


 


Section 1. Agreement
by the Joining Party. The Joining Party acknowledges receipt of, and having read, a copy of the Registration Rights Agreement.
The Joining Party hereby accepts and agrees to be bound by, and further covenants and agrees that it will comply with, all of the
terms and conditions of the Registration Rights Agreement (as each may be amended from time to time), as it were a Holder (as such
term is defined in the Registration Rights Agreement) under the Registration Rights Agreement, provided, however, that for purposes
of the Joining Party, the term “Permitted Transferee” shall mean (a) in the case of the Sponsor (as such term is defined
in the Registration Rights Agreement) or any Holder (as such term is defined in the Registration Rights Agreement) of Founder Shares
(as such term is defined in the Registration Rights Agreement), any person or entity to whom a Holder of Registrable Securities
(as such term is defined in the Registration Rights Agreement) is permitted to transfer such Registrable Securities prior to the


 






     


     


    

 


expiration
of the Founder Shares Lock-up Period (as such term is defined in the Registration Rights Agreement) and pursuant to the Sponsor
Agreement (as such term is defined in the Registration Rights Agreement) and any other applicable agreement between such Holder
and the Company (as such term is defined in the Registration Rights Agreement), in each case for so long as such agreements remain
in effect, and to any transferee thereafter, (b) in the case of any Holder (other than the Sponsor or any Holder of Founder Shares)
that is not an individual, any Affiliate (as such term is defined in the Registration Rights Agreement) of such Holder (including
existing affiliated investment funds or vehicles that at all times remain Affiliates) and each of their respective limited partners,
members or stockholders (or an Affiliate thereof) and (c) in the case of any Holder (other than the Sponsor or any Holder of Founder
Shares) who is an individual, (i) any successor by death or (ii) any trust, partnership, limited liability company or similar
entity solely for the benefit of such individual or such individual’s spouse or lineal descendants, provided that such individual
acts as trustee, general partner or managing member and retains the sole power to direct the voting and disposition of the transferred
Registrable Securities..


 


Section 2. Agreement
by the Company. The Company hereby accepts the Joining Party as a party to the Registration Rights Agreement as if the Joining
Party were a Holder (as such term is defined in the Registration Rights Agreement) under the Registration Rights Agreement, and
agrees that it will, treat the Joining Party as if it were a Holder under the Registration Rights Agreement.


 


Section 3. Governing
Law. This Agreement and the rights and obligations of the parties hereunder and the persons subject hereto shall be governed
by, and construed and interpreted with the laws of the State of Delaware, without giving effect to the choice of law principles
thereof.


 


Section 4. Counterparts.
This Agreement may be executed by facsimile and in two or more counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same instrument.


 


[Signature pages follow]


 






     


     


    

 


IN WITNESS WHEREOF, the parties have caused
this agreement to be executed and delivered as of the date first above written.


 


 


	 	 	 
	 	CHURCHILL CAPITAL CORP II
	 	 
	 	 	 
	 	By:	    
	 	 	Name:
	 	 	Title:
	 	
        

        

	 	 
	 	 
	 	[JOINING PARTY]
	 	 	 
	 	By:	    
	 	 	Name:
	 	 	Title: