Exhibit 10.3


 


REGISTRATION
AND STOCKHOLDER RIGHTS AGREEMENT


 


THIS REGISTRATION
AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of July 15, 2021, is made and entered into by and among
Bilander Acquisition Corp., a Delaware corporation (together with any successor thereof, the “Company”), Bilander
Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and 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 7.2 of this Agreement, a “Holder” and collectively the “Holders”).


 


RECITALS


 


WHEREAS, the
Company and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of February 23, 2021 pursuant to which
the Sponsor purchased an aggregate of 5,750,000 shares after giving effect to stock-splits occurring on or prior to the date hereof (the
“Founder Shares”) of the Company’s Class B common stock, par value $0.000075 per share (the “Class
B Common Stock”) (up to 750,000 of which are subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s
over-allotment option is exercised), 50,000 of which were subsequently transferred to certain of the Company’s independent 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, on
July 15, 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 3,000,000 warrants (or up to 3,500,000 warrants if the over-allotment option in connection
with the Company’s initial public offering is exercised in full) (the “Private Placement Warrants”), in a private
placement occurring simultaneously with the closing of the Company’s initial public offering;


 


WHEREAS, in
order to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor
or certain of the Company’s officer and directors may loan to the Company funds as the Company may require, of which up to $1,500,000
of such loans may be convertible into warrants (“Working Capital Warrants”) at a price of $1.50 per warrant;


 


WHEREAS, the
Company and certain forward purchasers have entered in certain forward purchase agreements in connection with the Company’s initial
public offering pursuant to which the Company has granted to such forward purchasers certain registration rights as described herein,
which may result in the forward purchasers being considered as Holders hereunder; 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.


 




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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:


 


“Action”
means any claim, action, suit, audit, examination, assessment, arbitration, mediation, proceeding, or investigation, by or before any
Governmental Authority.


 


“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.


 


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


 


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


 


“Business
Combination” shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar
business combination with one or more businesses, involving the Company.


 


“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.


 


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


 


“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; provided, that for purposes of Article IV and Article VI, the term
“Company” shall be deemed to include (x) each of its parent companies, (y) each of its subsidiaries and (z) each successor
of each of the foregoing, in each case, from time to time).


 




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


 


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


 


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


 


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


 


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


 


“Founder
Shares” shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable
upon conversion thereof.


 


“Founder
Shares Lock-up Period” shall mean, the period prior to the later of (i) conversion of the Founder Shares to Common Stock or
(ii) one year after the completion of the initial Business Combination; notwithstanding the foregoing, on 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, the Founder Shares shall
be released from lock-up.


 


“Governing
Documents” shall mean, the legal document(s) by which any Person (other than an individual) establishes its legal existence
or which govern its internal affairs. For example, the “Governing Documents” of a corporation are its certificate of incorporation
and by-laws, the “Governing Documents” of a limited partnership are its limited partnership agreement and certificate of
limited partnership, the “Governing Documents” of a limited liability company are its operating agreement and certificate
of formation.


 


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


 


“Insider
Letter” shall mean that certain letter agreement, dated as of February 9, 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.


 


“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 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, and
pursuant to the Insider Letter and any other applicable agreement between such Holder and


 




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the Company, in each case for so long
as such agreements remain in effect, and to any transferee thereafter.


 


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


 


“Private
Placement Lock-up Period” shall mean, with respect to Private Placement Warrants that are held by the initial purchasers of
such Private Placement Warrants or their Permitted Transferees, the Private Placement Warrants and any shares of Common Stock 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 Company’s initial Business
Combination.


 


“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 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, without limitation, the shares of Common Stock issued
or issuable upon the exercise of any other equity security, units comprising shares of Common Stock and warrants, and warrants) of the
Company held by a Holder from time to time, (d) any equity securities (including the shares of Common Stock issued or issuable upon the
exercise of any such equity security) of the Company issuable upon conversion of any working capital loans in an amount up to $1,500,000
made to the Company by a Holder (including the Working Capital Warrants and any shares of Common Stock issuable upon the exercise of
the Working Capital Warrants), (e) shares of Common Stock which may be issuable to certain forward purchasers under the forward purchase
agreements and (f) any other equity security of the Company issued or issuable with respect to any such share of Common Stock by way
of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization;
provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities
when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and
such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such
securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer
shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the
Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities 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.


 




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


 


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


 


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


 


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


 


(C)             
printing, messenger, telephone and delivery expenses;


 


(D)            
reasonable fees and disbursements of counsel for the Company;


 


(E)             
reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection
with such Registration; and


 


(F)             
reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating
a Demand Registration to be registered for offer and sale in the applicable Registration.


 


“Registration
Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements
to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.


 


“Requesting
Holder” shall have the meaning given in subsection 2.1.1.


 


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


 


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


 


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


 


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


 




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


 


ARTICLE
II

REGISTRATIONS


 


2.1           Demand
Registration.


 


2.1.1       
Request for Registration. Subject to the provisions
of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business
Combination, the Holders of at least 50% 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 immediately after the Company’s
receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting
Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate
of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities;
provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration
statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested
by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance
with Section 3.1 of this Agreement.


 


2.1.2       
Effective Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this
Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement
filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission
and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further,
that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant
to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or
any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared
effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest
of the Demanding Holders initiating such


 




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


 


2.1.4       
Reduction of Underwritten Offering. If the managing Underwriter 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


 




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


 


2.2          Piggyback
Registration.


 


2.2.1       
Piggyback Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company
proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or
other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders
of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1
hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an
exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible
into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed
filing to all of the Holders of Registrable Securities as soon as practicable but not less than three (3) Business Days before the anticipated
filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such
offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such
offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable
Securities as such Holders may request in writing within five (5) Business Days after receipt of such written notice (such Registration
a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in
such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten
Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback
Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the
sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such
Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall
enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.


 


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,


 




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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;


 


(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.


 




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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 if so requested), 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 register all or such
portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of
Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such
Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3
hereof if (i) a Form S-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders
of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities
and such other equity securities (if any) at any aggregate price to the public of less than $25,000,000.


 


Any request for an
underwritten offering pursuant to a Form S-3 shall follow the procedures of Section 2.1 (including Section 2.1.4) but shall
not count against the number of long form Demand Registrations that may be made pursuant to Section 2.1.1.


 


2.4             
Restrictions on Registration Rights. If (A) during
the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and
ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration and provided that the
Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and it continues
to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (B) the
Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters
to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration would be seriously detrimental to the
Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then
in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith
judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future
and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right
to defer 


 




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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.


 


ARTICLE
III

COMPANY PROCEDURES


 


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


 


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


 


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


 


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


 


3.1.4       
prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States
as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may
request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered
with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and
do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that the


 




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Company
shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or
take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then
otherwise so subject;


 


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


 


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


 


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


 


3.1.8       
at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such
Registration Statement or Prospectus 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;


 




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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 $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 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


 




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in writing
to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and
each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing
with respect to the indemnification of the Holder.


 


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


 


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 


 


STOCKHOLDER
RIGHTS


 


5.1          Subject
to the terms and conditions of this Agreement, at any time and from time to time on or after the date that the Company consummates an
initial Business Combination and for so long as the Sponsor holds any Registrable Securities:


 


5.2.1       
The Sponsor shall have the right, but not the obligation, to designate up to three individuals to be appointed or nominated, as
the case may be, for election to the Board (including any successor, each, a “Nominee”) by giving written notice to
the Company on or before the time such information is reasonably requested by the Board or the Nominating Committee of the Board, as
applicable, for inclusion in a proxy statement for a meeting of stockholders provided to the Sponsor.


 




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5.2.2       
The Company will, as promptly as practicable, use its best efforts to take all necessary and desirable actions (including, without
limitation, calling special meetings of the Board and the stockholders and recommending, supporting and soliciting proxies) so that there
are three Sponsor Directors serving on the Board at all times.


 


5.2.3       
The Company shall, to the fullest extent permitted by applicable law, use its best efforts to take all actions necessary to ensure
that: (i) each Nominee is included in the Board’s slate of nominees to the stockholders of the Company for each election of
Directors; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting
proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board, and at every
adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board
with respect to the election of members of the Board.


 


5.2.4       
If a vacancy occurs because of the death, disability, disqualification, resignation, or removal of a Sponsor Director or for any
other reason, the Sponsor shall be entitled to designate such person’s successor, and the Company will, as promptly as practicable
following such designation, use its best efforts to take all necessary and desirable actions, to the fullest extent permitted by law,
within its control such that such vacancy shall be filled with such successor Nominee.


 


5.2.5       
If a Nominee is not elected because of such Nominee’s death, disability, disqualification, withdrawal as a nominee or for
any other reason, the Sponsor shall be entitled to designate promptly another Nominee and the Company will take all necessary and desirable
actions within its control such that the director position for which such Nominee was nominated shall not be filled pending such designation
or the size of the Board shall be increased by one and such vacancy shall be filled with such successor Nominee as promptly as practicable
following such designation.


 


5.2.6       
As promptly as reasonably practicable following the request of any Sponsor Director, the Company shall enter into an indemnification
agreement with such Sponsor Director, in the form entered into with the other members of the Board. The Company shall pay the reasonable,
documented out-of-pocket expenses incurred by the Sponsor Director in connection with his or her services provided to or on behalf of
the Company, including attending meetings or events attended explicitly on behalf of the Company at the Company’s request.


 


5.2.7       
The Company shall (i) purchase directors’ and officers’ liability insurance in an amount determined by the Board
to be reasonable and customary and (ii) for so long as a Sponsor Director serves as a Director of the Company, maintain such coverage
with respect to such Sponsor Director; provided that upon removal or resignation of such Sponsor Director for any reason, the Company
shall take all actions reasonably necessary to extend such directors’ and officers’ liability insurance coverage for a period
of not less than six years from any such event in respect of any act or omission occurring at or prior to such event.


 


5.2.8       
For so long as a Sponsor Director serves as a Director of the Company, the Company shall not amend, alter or repeal any right
to indemnification or exculpation covering or benefiting any Director nominated pursuant to this Agreement as and to


 




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the extent
consistent with applicable law, whether such right is contained in the Company’s certificate of incorporation or bylaws, each as
amended, or another document (except to the extent such amendment or alteration permits the Company to provide broader indemnification
or exculpation rights on a retroactive basis than permitted prior thereto).


 


5.2.9       
Each Nominee may, but does not need to qualify as “independent” pursuant to listing standards of The Nasdaq Capital
Market (or such other national securities exchange upon which the Company’s securities are then listed).


 


5.2.10   
Any Nominee will be subject to the Company’s customary due diligence process, including its review of a completed questionnaire
and a background check. Based on the foregoing, the Company may object to any Nominee; provided (a) it does so in good faith, and
(b) such objection is based upon any of the following: (i) such Nominee was convicted in a criminal proceeding or is a named
subject of a pending criminal proceeding (excluding traffic violations and other minor offenses), (ii) such Nominee was the subject of
any order, judgment, or decree not subsequently reversed, suspended or vacated of any court of competent jurisdiction, permanently or
temporarily enjoining such proposed director from, or otherwise limiting, the following activities: (A) engaging in any type of
business practice, or (B) engaging in any activity in connection with the purchase or sale of any security or in connection with
any violation of federal or state securities laws, (iii) such Nominee was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the
right of such person to engage in any activity described in clause (ii)(B), or to be associated with persons engaged in such activity,
(iv) such Nominee was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any federal
or state securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended
or vacated, or (v) such proposed director was the subject of, or a party to any federal or state judicial or administrative order,
judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to a violation of any federal or state securities
laws or regulations. In the event the Board reasonably finds the Nominee to be unsuitable based upon one or more of the foregoing clauses
(i) through (v) and reasonably objects to the identified director, Sponsor shall be entitled to propose a different nominee to the
Board within thirty (30) calendar days of the Company’s notice to Sponsor of its objection to the Nominee and such replacement
Nominee shall be subject to the review process outlined above.


 


5.2.11   
The Company shall take all necessary action to cause a Nominee chosen by the Sponsor, at the request of such Nominee to be elected
to the board of directors (or similar governing body) of each material operating subsidiary of the Company. The Nominee, as applicable,
shall have the right to attend (in person or remotely) any meetings of the board of directors (or similar governing body or committee
thereof) of each subsidiary of the Company.


 





 




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ARTICLE
VI 


 


STOCKHOLDER
exculpation and indemnification


 


6.1           Indemnification;
Exculpation.


 


6.1.1       
The Company will indemnify, exonerate and hold the Sponsor and each of its respective direct and indirect partners, equityholders,
members, managers, affiliates, directors, officers, shareholders, fiduciaries, managers, controlling Persons, employees, representatives
and agents and each of the partners, equityholders, members, affiliates, directors, officers, fiduciaries, managers, controlling Persons,
employees and agents of each of the foregoing (collectively, the “Sponsor Indemnitees”) free and harmless from and
against any and all Actions, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable
attorneys’ fees and expenses) incurred by the Sponsor Indemnitees or any of them (collectively, the “Indemnified Liabilities”),
arising out of any Action arising directly or indirectly out of, or in any way relating to, a Business Combination and any agreements,
transactions or filings related thereto (other than any Indemnified Liabilities (x) to the extent such Indemnified Liabilities are directly
caused by the breach by such Sponsor Indemnitee of any fiduciary or other duty or obligation of such Sponsor Indemnitee to its direct
or indirect equityholders, creditors or affiliates, or (y) to the extent such Indemnified Liabilities are directly caused by such Person’s
willful misconduct); provided, however, that if and to the extent that the foregoing undertaking may be unavailable or
unenforceable for any reason, the Company (including any parent or other successor to the Company) will make the maximum contribution
to the payment and satisfaction of each of the Indemnified Liabilities that is payable pursuant to this Section 6.1.1 to the extent
permissible under applicable Law. For the purposes of this Section 6.1, none of the circumstances described in the limitations
contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court
of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Sponsor Indemnitee
as to any previously advanced indemnity payments made by the Company, then such payments shall be promptly repaid by such Sponsor Indemnitee
to the Company. The rights of any Sponsor Indemnitee to indemnification hereunder will be in addition to any other rights any such Person
may have under any other agreement or instrument to which such Sponsor Indemnitee is or becomes a party or is or otherwise becomes a
beneficiary or under Law or under the Governing Documents of the Company or its Subsidiaries. Each party hereto agrees that each of the
Sponsor Indemnitees shall be third-party beneficiaries with respect to this Section 6.1, entitled to enforce this Section 6.1
as though each such Sponsor Indemnitee was a party to this Agreement.


 


6.1.2       
The Company will reimburse any Sponsor Indemnitee for all reasonable costs and expenses (including reasonable attorneys’
fees and expenses and any other litigation-related expenses) as they are incurred in connection with investigating, preparing, pursuing,
defending or assisting in the defense of any Action for which the Sponsor Indemnitee would be entitled to indemnification under the terms
of this Article VI, or any action or proceeding arising therefrom, whether or not such Sponsor Indemnitee is a party thereto.
The Company, in the defense of any Action for which a Sponsor Indemnitee would be entitled to indemnification under the terms of this
Article VI, may, without the consent of such Sponsor Indemnitee, consent to entry of any judgment or enter into any settlement
if and only if it (i)


 




     19


    	 



    

includes
as a term thereof the giving by the claimant or plaintiff therein to such Sponsor Indemnitee of an unconditional release from all liability
with respect to such Action, (ii) does not impose any limitations (equitable or otherwise) on such Sponsor Indemnitee, and (iii) does
not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Sponsor Indemnitee, and
provided that the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by the Company.


 


6.1.3       
The Company acknowledges and agrees that the Company shall be fully and primarily responsible for the payment to any Sponsor Indemnitee
in respect of Indemnified Liabilities in connection with any Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance
with (as applicable) the terms of (i) the Delaware General Corporation Law, the Laws of any applicable jurisdiction of incorporation
or organization and the Company’s Governing Documents, each as amended, (ii) any director indemnification agreement and (iii) this
Agreement, any other agreement between the Company and such Sponsor Indemnitee (or its affiliates) pursuant to which such Sponsor Indemnitee
is indemnified, ((i) through (iii) collectively, the “Indemnification Sources”), irrespective of any right of recovery
such Sponsor Indemnitee (or its affiliates) may have from any corporation, limited liability company, partnership, joint venture, trust,
employee benefit plan or other enterprise (other than the Company or the insurer under and pursuant to any insurance policy of the Company)
from whom such Sponsor Indemnitee may be entitled to indemnification with respect to which, in whole or in part, the Company may also
have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall
the Company be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or
recovery any Sponsor Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Sponsor
Indemnitee or the obligations of the Company under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities
shall make any payment to any Sponsor Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) the
Company shall reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand
from such Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by the Company pursuant to clause (x), the
Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of
the rights of recovery of the Sponsor Indemnitee against the Company, and (z) such Sponsor Indemnitee shall execute all papers reasonably
required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as
may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each party hereto agrees
that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 6.1, entitled to enforce
this Section 6.1.4 as though each such Indemnitee-Related Entity were a party to this Agreement. For purposes of this Section 6.1.4,
the term “Jointly Indemnifiable Claims” shall be broadly construed and shall include, without limitation, any Indemnified
Liabilities for which any Sponsor Indemnitee shall be entitled to indemnification from both (1) the Company pursuant to the Indemnification
Sources, on the one hand, and (2) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity
and such Sponsor Indemnitee (or its affiliates) pursuant to which such Sponsor Indemnitee is indemnified, the Laws of the jurisdiction
of incorporation or organization of any Indemnitee-Related Entity and/or the Governing Documents of any Indemnitee-Related Entity, on
the other hand.


 




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6.1.4       
In no event shall any Sponsor Indemnitee be liable to the Company for any act, alleged act, omission or alleged omission that
does not constitute willful misconduct or fraud of such Sponsor Indemnitee as determined by a final, nonappealable determination of a
court of competent jurisdiction.


 


6.1.5       
The rights of any Sponsor Indemnitee to indemnification pursuant to this Section 6.1 will be in addition to any other rights
any such Person may have under any other section of this Agreement or any other agreement or instrument to which such Sponsor Indemnitee
is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Documents of the Company.


 


ARTICLE
VII

MISCELLANEOUS


 


7.1            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: Four Embarcadero Center, Suite 2100, San Francisco, CA 94111, Attn: Scott
W. Wagner, 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 7.1.


 


7.2           Assignment;
No Third Party Beneficiaries.


 


7.2.1       
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.


 


7.2.2       
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.


 


7.2.3       
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.


 


7.2.4       
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 7.2 hereof.


 




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7.2.5       
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 7.1
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 7.2 shall be null and void.


 


7.3             
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.


 


7.4             
Governing Law; Venue. NOTWITHSTANDING THE PLACE
WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED
ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION AND (II) THE VENUE FOR ANY ACTION TAKEN
WITH RESPECT TO THE AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.


 


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.


 


7.5             
Amendments and Modifications. Upon the written
consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance
with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants
or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof
that adversely affects one Holder, solely in his, her or its capacity as a holder of the shares of capital stock of the Company, in a
manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No
course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the
Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or
the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude
the exercise of any other rights or remedies hereunder or thereunder by such party.


 




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7.6             
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.


 


7.7             
Term. This Agreement shall terminate upon the
date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to
the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated
thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under
Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale.
The provisions of Section 3.5, Article IV and Article VI shall survive any termination.


 


[Signature pages
follow]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




     


    	 



    

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


  


	 	COMPANY:
	 	 	 
	 	Bilander Acquisition Corp., 
	 	a Delaware corporation
	 	 	 
	 	 	 
	 	By:	/s/ Scott W. Wagner
	 		Name: Scott W. Wagner
	 		Title:  Chief Executive Officer
	 	 	 
	 	 	 
	 	HOLDERS:
	 	 	 
	 	Bilander Holdings, LLC
	 	 	 
	 	 	 
	 	By:	/s/ James H. Greene, Jr.
	 		Name: James H. Greene, Jr.
	 		Title: Authorized Signatory
	 	 	 
	 	 	 
	 	By:	/s/ James H. Greene, Jr.
	 		Name: James H. Greene, Jr.
	 	 	 
	 	 	 
	 	By:	/s/ Brandon Van Buren
	 		Name: Brandon Van Buren
	 	 	 
	 	 	 
	 	By:	/s/ Darren Thompson
	 		Name: Darren Thompson
	 	 	 
	 	 	 
	 	By:	/s/ Alexi A. Wellman
	 		Name: Alexi A. Wellman
	 	 	 
	 	 	 
	 	By:	/s/ Scott W. Wagner
	 		Name: Scott W. Wagner
	 	 	 
	 	 	 
	 	By:	/s/ Lee Kirkpatrick
	 		Name: Lee Kirkpatrick
	 	 	 



 


 


 


[Signature Page
to Registration and Stockholder Rights Agreement]






     


    	 



    

 


 





	 	By:	/s/ William J. Janetschek
	 		Name: William J. Janetschek


 


 


 


 


 


 


[Signature Page
to Registration and Stockholder Rights Agreement]