Exhibit 10.5


 


FORM OF


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Banner Acquisition
Corp., a Delaware corporation (the “Company”), Banner SPAC Sponsor, LLC, a Delaware limited liability company
(the “Sponsor”), and each of the undersigned parties listed under Holder on the signature page hereto
(each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2
of this Agreement, a “Holder” and collectively the “Holders”).


 


RECITALS


 


WHEREAS,
the Company and the Sponsor have entered into that certain Securities Subscription Agreement (the “Securities Subscription
Agreement”), dated as of March 12, 2021, pursuant to which the Sponsor purchased an aggregate of 6,468,750 shares
(the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 per share;


 


WHEREAS, on                 ,
2021, the Sponsor forfeited 2,156,250 Founder Shares to the Company, which shares of Class B common stock were canceled and
thereafter 4,312,500 Founder Shares remained outstanding.


 


WHEREAS, on                 ,2021, our Sponsor returned to us an aggregate of 190,000 Founder Shares which the Company canceled and the Company issued 190,000
Founder Shares to certain of the Company’s directors;


 


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, up to 562,500 of the Founder Shares held by the Sponsor
are subject to forfeiture depending on the extent to which the underwriter’s over-allotment option in connection with the Company’s
initial public offering (the “over-allotment option”) is exercised


 


WHEREAS,
on , 2021, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement, pursuant to which
the Sponsor agreed to purchase an aggregate of 8,000,000 warrants (or up to 8,675,000 warrants pro rata to the extent that the
over-allotment option in connection with the Company’s initial public offering is exercised) (the “Private
Placement Warrants”) at a price of $1.00 per warrant, each Private Placement Warrant entitling the holder thereof to
purchase one share of Common Stock at a price of $11.50 (subject to adjustment), in a private placement transaction occurring
simultaneously with the closing of the Company’s initial public offering (and the closing of the over-allotment option, if
applicable);


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined below),
the Sponsor or an affiliate of the Sponsor or certain officers and directors of the Company may loan to the Company funds as the Company
may require, of which up to $1,500,000 of such loans may be convertible into warrants (“Working Capital Warrants”)
at a price of $1.00 per Working Capital Warrant, each such Working Capital Warrant entitling
the holder thereof to purchase one share of Common Stock at a price of $11.50 (subject to adjustment); 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.


 


Article I.

DEFINITIONS


 


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:


 






    


     


    

 


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, (a) 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, (b) 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 (c) 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.


 


“Brokerage Trades”
shall have the meaning given in subsection 3.1.16 of this Agreement.


 


“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.


 


“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 Securities and Exchange Commission.


 


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


 


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


 


“Demand Registration”
shall have the meaning given in subsection 2.1.1 of this Agreement.


 


“Demanding Holder”
shall have the meaning given in subsection 2.1.1 of this Agreement.


 


“Effectiveness
Period” shall have the meaning given in subsection 3.1.1 of this Agreement.


 


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


 


“Financial Counterparties”
shall have the meaning given in subsection 3.1.16 of this Agreement.


 


“Form S-1”
shall have the meaning given in subsection 2.1.1 of this Agreement.


 


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


 






    2


     


    

 


“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 (including, without limitation, any shares of
Common Stock or other securities issued or issuable upon conversion thereof), the period beginning on and including the date of this
Agreement and ending on the earlier of (a) one year after the completion of the Business Combination or (b) subsequent to
the Business Combination, (x) if the last reported sale price of the Common Stock equals or exceeds $12.00 per share (as
adjusted for stock splits, consolidations, 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 Business Combination or (y) the date on which the
Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of
the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other
property.


 


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


 


“Insider Letter”
shall mean that certain letter agreement, dated as of , 2021, by and among the Company, the Sponsor and each of the Company’s officers,
directors and director nominees.


 


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


 


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


 


“Opt-Out Notice”
shall have the meaning given in Section 2.4.


 


“Permitted Transferees”
shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior
to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letter,
this Agreement and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.


 


“Post-Lock-up
Permitted Transferees” shall mean any member of the Sponsor to whom the Sponsor distributes Founder Shares or Private Placement
Warrants pursuant to the Sponsor’s limited liability company operating agreement after the expiration of the Founder Shares Lock-up
Period or Private Placement Lock-up Period, as the case may be.


 


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


 


“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 shares of Common Stock or other securities
issued or issuable upon the exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of
the Private Placement Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Business
Combination.


 






    3


     


    

 


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


 


“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, without limitation, any shares of Common Stock issued or issuable upon the
exercise of any such Private Placement Warrants), (c) any outstanding share 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 Working Capital Warrants and any shares of Common Stock issued or issuable
upon the exercise of the Working Capital Warrants, and (e) any other equity security of the Company issued or issuable with
respect to any of the securities described in the foregoing clauses (a) through (d) such share of Common Stock by way of a stock
dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization;
provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when:
(i) 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;
(ii) 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; (iii) such securities shall have ceased to be outstanding; (iv) 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 (v) 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);


 






    4


     


    

 


(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
or Underwritten Demand to be registered for offer and sale in the applicable Registration or Underwritten Offering.


 


“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 of this Agreement.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.


 


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


 


“Suspension Period”
shall have the meaning given in Section 3.4 of this agreement.


 


“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
Demand” shall have the meaning given in subsection 2.1.3 of this Agreement.


 


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


 


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





 






    5


     


    

 





Article II.

REGISTRATIONS


 


2.1         Demand
Registration.


 


2.1.1      Request
for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time
and from time to time on or after the date the Company consummates the Business Combination, the Holders of at least a majority in
interest of the then-outstanding number of Registrable Securities (the “Demanding Holders”) may make a
written demand for Registration under the Securities Act of all or part of the then-outstanding Registrable Securities, and the
Company shall file with the Commission, as soon as reasonably practicable, but in no event later than forty five (45) days following
the receipt of such written demand, a Registration Statement covering such Registrable Securities (a “Demand
Registration”). Such written demand shall describe the amount and type of securities to be included in such
registration and the intended method(s) of distribution. 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 2.2.1 with
respect to any or all Registrable Securities. The Company shall use its reasonable efforts to cause such Registration Statement to
be declared effective by, or become effective pursuant to rules promulgated by, the Commission as soon as reasonably
practicable after the initial filing of the Registration Statement in accordance with Section 3.1 of this
Agreement.


 


2.1.2      Effective
Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a
Registration pursuant to a Demand Registration shall not count as a Registration unless and until (a) 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 (b) 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 2.3 hereof, any Demanding Holder
may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with
Section 2.1.1 hereof (an “Underwritten Demand”). The Company shall, within ten (10) days of
the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter
wishes to include all or a portion such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten
Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering,
a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day
if such offering is an overnight or bought Underwritten Offering) 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), such Requesting Holder(s) shall be entitled
to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. 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 Demanding Holders
initiating the Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of
three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering
pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offering.


 






    6


     


    

 


2.1.4      Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Offering pursuant to an Underwritten
Demand, in good faith, advises or advise the Company, the Demanding Holders, the Requesting Holders (if any) and other persons or entities
holding Common Stock or other equity securities of the Company that the Company is obligated to include pursuant to separate written
contractual arrangements with such persons or entities (if any) in writing that the dollar amount or number of Registrable Securities
or other equity securities of the Company requested to be included in such Underwritten Offering exceeds the maximum dollar amount or
maximum number of equity securities of the Company 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: (a) 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 Offering and the aggregate number of Registrable Securities that the Demanding Holders
and Requesting Holders have requested be included in such Underwritten Offering) that 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),
shares of Common Stock or other equity securities that the Company desires to sell and that 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), shares of Common Stock or other equity securities of the Company held by other persons or
entities that the Company is obligated to include pursuant to separate written contractual arrangements with such persons or entities
and that can be sold without exceeding the Maximum Number of Securities.


 


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


 


2.2         Piggyback
Registration.


 


2.2.1      Piggyback
Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to (i) file
a Registration Statement under the Securities Act with respect to an offering of equity securities of the Company, or securities or other
obligations exercisable or exchangeable for, or convertible into equity securities of the Company, for its own account or for the account
of stockholders of the, other than a Registration Statement (a) filed in connection with any employee stock option or other benefit
plan, (b) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (c) for an offering
of debt that is convertible into equity securities of the Company or (d) for a dividend reinvestment plan, or (ii) consummate
an Underwritten Offering for its own account or for the account of stockholders of the Company, then the Company shall give written notice
of such proposed action to all of the Holders of Registrable Securities as soon as practicable (but in the case of filing a Registration
Statement, not less than ten (10) days before the anticipated filing date of such Registration Statement), which notice shall (1) 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 (2) offer to all of the Holders of Registrable Securities the
opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days
in the case of filing a Registration Statement and two (2) days in the case of an Underwritten Offering (unless such offering is
an overnight or bought Underwritten Offering, then one (1) day), in each case after receipt of such written notice (such Registration
a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included
in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten
Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in
a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Piggyback 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 include Registrable Securities in 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.


 






    7


     


    

 


2.2.2      Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering 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 or other equity securities of the Company that the Company desires
to sell, taken together with (a) the shares of Common Stock or other equity securities of the Company, if any, as to which Registration
or Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than
the Holders of Registrable Securities hereunder, (b) the Registrable Securities as to which Registration or Underwritten Offering
has been requested pursuant to Section 2.2 hereof, and (c) the shares of Common Stock or other equity securities of
the Company, if any, as to which Registration or Underwritten Offering has been requested pursuant to separate written contractual piggyback
registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:


 


(a)            If
the Registration or Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Registration
or Underwritten Offering (1) first, 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; (2) second, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clause (1), the Registrable Securities of Holders exercising their rights to register
their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata, based on the respective number of Registrable
Securities that each Holder has requested be included in such Registration or Underwritten Offering, which can be sold without exceeding
the Maximum Number of Securities; and (3) third, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clauses (1) and (2), the shares of Common Stock or other equity securities of the Company, if any,
as to which Registration or Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of
other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or


 






    8


     


    

 


(b)            If
the Registration or Underwritten Offering 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 or Underwritten Offering (1) first, the shares of Common
Stock or other equity securities of the Company, 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; (2) second, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clause (1), the Registrable Securities of
Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata based on
the number of Registrable Securities that each Holder has requested be included in such Registration or Underwritten Offering and
the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration,
which can be sold without exceeding the Maximum Number of Securities; (3) third, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clauses (1) and (2), the shares of Common Stock or other equity securities
of the Company that the Company desires to sell for its own account, which can be sold without exceeding the Maximum Number of
Securities; and (4) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (1), (2) and (3),
the shares of Common Stock or other equity securities of the Company 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.


 


2.2.3      Piggyback
Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration
for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or
its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the
Commission with respect to such Piggyback Registration (or in the case of an Underwritten Registration pursuant to Rule 415 under the Securities Act, at least two Business
Days prior to the time of pricing of the applicable offering). The Company (whether on its own good faith determination or as the result
of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement
filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration
Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration
Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.


 


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


 


2.3         Restrictions
on Registration Rights. If (a) the Holders have requested an Underwritten Offering pursuant to an Underwritten Demand and
the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (1) the Holders
have requested a Demand Registration or an Underwritten Offering pursuant to an Underwritten Demand and in the good faith judgment of
the Board such Registration or Underwritten Offering 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 or the undertaking of such Underwritten Offering 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 or to undertake
such Underwritten Offering in the near future and that it is therefore essential to defer the filing of such Registration Statement or
undertaking of such Underwritten Offering. 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.


 






    9


     


    

 


2.4         Opt-Out
Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not
receive notice from the Company of any Underwritten Demand, Piggyback Registration, the withdrawal of any Underwritten Demand or Piggyback
Registration or any event that would lead to a Suspension Period as contemplated by Section 3.4 hereof; provided, however,
that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently
revoked), the Company shall not deliver any notice to such Holder pursuant to subsections 2.1.3, 2.2.1 and 3.1.9
and Section 3.4 hereof, as applicable, and such Holder shall no longer be entitled to the rights associated with any such
notice and each time prior to a Holder’s intended use of an effective Registration Statement, such Holder will notify the Company
in writing at least two Business Days in advance of such intended use, and if a notice of a Suspension Period was previously delivered
(or would have been delivered but for the provisions or this Section 2.4) and the Suspension Period remains in effect, the Company
will so notify such Holder, within one Business Day of such Holder’s notification to the Company, by delivering to such Holder
a copy of such previous notice of such Suspension Period, and thereafter will provide such Holder with the related notice of the conclusion
of such Suspension Period immediately upon its availability.


 


Article III.

COMPANY PROCEDURES


 


3.1         General
Procedures. If at any time on or after the date the Company consummates a Business Combination the Company is required to effect
the Registration of Registrable Securities pursuant to this Agreement, 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 and to the extent applicable:


 


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 or are no longer outstanding (such period, the “Effectiveness Period”);


 


3.1.2      prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, as may be reasonably requested by the Demanding Holders or any Underwriter 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 or are no longer outstanding;


 






    10


     


    

 


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 or Underwritten Offering, 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 reasonably request in order to facilitate the disposition
of the Registrable Securities owned by such Holders; provided, that the Company will not have any obligation to provide any document
pursuant to this clause that is available on the Commission’s EDGAR system;


 


3.1.4      prior
to any public offering of Registrable Securities, use its best efforts to (a) 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 (b) 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     during
the Effectiveness Period, furnish a conformed copy of each 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, promptly after such filing of such documents with the Commission to each seller of such Registrable Securities or its
counsel; provided, that the Company will not have any obligation to provide any document pursuant to this clause that is available on
the Commission’s EDGAR system;


 






    11


     


    

 


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


 


3.1.10    permit
a representative of the Holders (such representative to be selected by a majority of the participating Holders), the Underwriters, if
any, and any attorney or accountant retained by such Holders or Underwriters 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 representative or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the
Company, prior to the release or disclosure of any such information and provided further, the Company may not include the name of any
Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration Statement or Prospectus, any amendment
or supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference into such Registration
Statement or Prospectus, or any response to any comment letter, without the prior written consent of such Holder or Underwriter and providing
each such Holder or Underwriter a reasonable amount of time to review and comment on such applicable document, which comments the Company
shall include unless contrary to applicable law;


 


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


 


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 $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 in any Underwritten Offering;


 






    12


     


    

 


3.1.16    until
the date the Registrable Securities may be sold under Rule 144, in order to permit the Holders to conduct sales (including continuous
offerings based on market prices and block trades) of the Registrable Securities (“Brokerage Trades”) through
two or more investment banks or other broker-dealers (“Financial Counterparties”): (a) enter into an equity
distribution agreement or sales agreement with the Financial Counterparties, in customary form, which shall include, among other provisions,
indemnities similar to those in Section 4.1.1 hereof, and representations, covenants and other indemnities and rights and
obligations as are customary in equity distribution agreements for issuer “at the market” offering programs (including an
obligation of the Company to reimburse the Financial Counterparties for the expense of one counsel to the Financial Counterparties),
(b) notify the Holders of the identities of the Financial Counterparties, (c) to the extent requested by a Financial Counterparty
in order to engage in Brokerage Trades, the Company shall allow the Financial Counterparties to conduct customary “underwriter’s
due diligence” with respect to the Company, which may be on a periodic “bring down” basis when the Company files periodic
or current reports or there is material news about the Company, including (1) by using commercially reasonable efforts to cause
its independent certified public accountants to provide to the Financial Counterparties a “cold comfort” letter in form and
substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed
to the Financial Counterparties, (2) by using commercially reasonable efforts to cause outside counsel to the Company to deliver
an opinion in form, scope and substance as is customarily given in an underwritten public offering, including a standard “10b-5”
letter for such offering, addressed to the Financial Counterparties, and (3) by providing a standard officer’s certificate
from the chief executive officer or chief financial officer, or other officers serving such functions, of the Company addressed to the
Financial Counterparties and (d) shall take such other reasonable action as requested by the Financial Counterparties in order to
expedite or facilitate the Brokerage Trades; and


 


3.1.17    otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection
with such Registration.


 


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


 






    13


     


    

 


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 (a) agrees to sell such person’s
securities on the basis provided in any underwriting arrangements approved by the Company and (b) 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 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 it is advised in writing by the Company
that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect
of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration
Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may,
upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such
Registration Statement for the shortest period of time, but in no event more than ninety (90) days in any 12-month period, determined
in good faith by the Company to be necessary for such purpose (any such period, a “Suspension Period”). In
the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt
of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell
Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its
rights under this Section 3.4.


 


3.5         Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting
company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace
period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange
Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall
take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to
sell shares of Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission),
including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification
of a duly authorized officer as to whether it has complied with such requirements.


 


Article IV.

INDEMNIFICATION AND CONTRIBUTION


 


4.1         Indemnification.


 


4.1.1      The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each
person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses
(including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement,
Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused
by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify
the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act)
to the same extent as provided in the foregoing with respect to the indemnification of the Holder.


 






    14


     


    

 


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.
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.
For the avoidance of doubt, the obligation to indemnify under this Section 4.1.2 shall be several, not joint and several,
among the Holders of Registrable Securities, and the total indemnification liability of a Holder 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.


 


4.1.3      Any
person entitled to indemnification herein shall (a) 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 (b) 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.


 






    15


     


    

 


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.


 


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 (a) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (b) delivery in person or
by courier service providing evidence of delivery, or (c) transmission by hand delivery, facsimile or electronic mail. 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, facsimile or electronic mail, 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: 1633 W. Innovation Way, 5th Floor, Lehi, UT
84043, and, if to any Holder, at such Holder’s address or contact information as set forth in the Company’s books and records.
Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such
change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.


 






    16


     


    

 


5.2         Assignment;
No Third Party Beneficiaries.


 


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


 


5.2.2      Prior
to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may assign
or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a
transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound
by the transfer restrictions set forth in this Agreement. For the avoidance of doubt, subsequent to the expiration of the Founder Shares
Lock-up Period or the Private Placement Lock-up Period, as the case may be, the Sponsor may assign or delegate its rights, duties or
obligations under this Agreement, in whole or in part, in connection with a distribution of Founder Shares or Private Placement Warrants
to a Post-Lock-up Permitted Transferee.


 


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


 


5.2.4      This
Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this
Agreement and Section 5.2 hereof.


 


5.2.5      No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company
unless and until the Company shall have received (a) written notice of such assignment as provided in Section 5.1 hereof
and (b) 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. The words “executed”, “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, email or other electronic format (including, without limitation,
 “pdf,” “tif” or “jpg”) but shall not include (nor shall this Agreement be executed by means of) electronic
signatures (including, without limitation, DocuSign and AdobeSign). The use of signatures transmitted electronically 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 record-keeping
system to the fullest extent permitted by applicable law, including the Federal 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 or the Uniform Commercial Code.


 


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


 






    17


     


    

 


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 its capacity as a holder of the shares of capital
stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of
the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on
the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights
or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall
operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 


5.6         Other
Registration Rights. The Company represents and warrants that no person, other than (a) a Holder of Registrable
Securities and (b) the holders of the Company’s warrants pursuant to that certain Private Warrant Agreement, dated as of
, 2021, by and between the Company and American Stock Transfer & Trust Company, LLC has any right to require the Company to
register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the
Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents and
warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and
in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall
prevail.


 


5.7         Term.
This Agreement shall terminate upon the earlier of (a) the tenth anniversary of the date of this Agreement or (b) the date
as of which (1) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to
the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated
thereafter by the Commission)) or (2) 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 and without compliance with the current public reporting requirements set forth under Rule 144(i)(2). The provisions of
Section 3.5 and Article IV shall survive any termination.


 






    18


     


    

 


[Signature Page Follows]




 






    19


     


    

 


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


 





	 	BANNER ACQUISITION CORP.
	 	 
	 	 
	 	By:	 
	 	Name:	Tanner Ainge
	 	Title:	 Chief Executive Officer



 





	 	HOLDERS:
	 	 
	 	BANNER SPAC SPONSOR, LLC
	 	 
	 	By:	Banner Ventures Management, LLC, its managing member
	 	 
	 	 	 
	 	 	Name: Tanner Ainge
	 	 	Title: Managing Member



 


Signature Page to Registration Rights Agreement