Exhibit 10.2


 


Execution Version



 


AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 14, 2021, is made and entered into by and
among (i) Hillman Solutions Corp. (f/k/a Landcadia Holdings III, Inc.), a Delaware corporation (the “Company”),
(ii) Jefferies Financial Group Inc., a New York corporation (“Jefferies”), and TFJ, LLC, a Delaware limited
liability company (“TFJ”, and together with Jefferies and their respective Permitted Transferees (as defined
herein), the “Sponsors”), (iii) CCMP Capital Investors III, L.P., a Delaware limited partnership (“CCMP
III”), CCMP Capital Investors (Employee) III, L.P., a Delaware limited partnership (“CCMP Employee”)
and CCMP Co-Invest III A, L.P., a Delaware limited partnership (“CCMP Co-Invest, and together with CCMP III, CCMP
Employee and their respective Permitted Transferees, the “CCMP Holders”), (iv) Oak Hill Capital Partners III,
L.P., a Delaware limited partnership (“Oak Hill III”) Oak Hill Capital Management Partners III, L.P., a Delaware
limited partnership (“Oak Hill Management”), and OHCP III HC RO, L.P., a Delaware limited partnership (“OHCP,
and together with Oak Hill III, Oak Hill Management and their respective Permitted Transferees, the “Oak Hill Holders”,
and together with the CCMP Holders, the “Hillman Holders”). The Sponsors, the Hillman Holders and any person
or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement are each referred to herein
as a “Holder” and collectively as the “Holders”.


 


RECITALS


 


WHEREAS, the Sponsors
hold an aggregate of 12,500,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder
Shares”);


 


WHEREAS, upon the closing
of the transactions (the “Transactions”) contemplated by that certain Agreement and Plan of Merger, dated January
24, 2021, by and among the Company, Helios Sun Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, HMAN
Group Holdings Inc., a Delaware corporation (“Hillman”), and the stockholder representative thereunder (the
 “Merger Agreement”), the Sponsors forfeited an aggregate of 3,828,000 Founder Shares, and 8,672,000 Founder
Shares were subsequently converted, on a one-to-one basis, into shares of the Company’s common stock, par value $0.0001 per share
(the “Common Stock”);


 


WHEREAS, on October,
8 2020, the Company and the Sponsors entered into that certain Private Placement Warrants Purchase Agreement (the “Private
Placement Warrants Purchase Agreement”), pursuant to which the Sponsors purchased an aggregate of 8,000,000 warrants (the
 “Private Placement Warrants”), in a private placement transaction occurring simultaneously with the closing
of the Company’s initial public offering on October 14, 2020;


 


WHEREAS, on October
8, 2020, the Company and the Sponsors entered into that certain Registration Rights Agreement (the “Existing Registration
Rights Agreement”), pursuant to which the Company granted the Sponsors certain registration rights with respect to certain
securities of the Company;


 






     


     


    

 


WHEREAS, immediately
after giving effect to the Transactions, in accordance with the Merger Agreement, the Hillman Holders shall receive shares of Common Stock
(the “Closing Hillman Stock”);


 


WHEREAS, pursuant to
Section 5.5 of the Existing Registration Rights Agreement, the provisions, covenants and conditions set forth therein may be amended or
modified upon the written consent of the Company and the Holders (as defined in the Existing Registration Rights Agreement) of at least
a majority-in-interest of the Registrable Securities (as defined in the Existing Registration Rights Agreement) at the time in question;
and


 


WHEREAS, the Company
and the Sponsors desire to amend and restate the Existing Registration Rights Agreement pursuant to Section 5.5 thereof in order to provide
the Holders with registration rights with respect to the Registrable Securities on the terms set forth herein.


 


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


 


Article
I

DEFINITIONS


 


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


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Board, 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 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, and (c) the Company has a bona fide business purpose for not making such information public.


 


“Affiliate”
means, with respect to a specified Person, each other Person that directly, or indirectly through one or more intermediaries, controls
or is controlled by, or is under common control with, the Person specified; provided that no Holder shall be deemed an Affiliate of any
other Holder solely by reason of an investment in, or holding of Common Stock (or securities convertible or exchangeable for shares of
Common Stock) of, the Company. As used in this definition, “control” (including with correlative meanings, “controlled
by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the direction
of management or policies (whether through ownership of voting securities or by contract or other agreement); provided, however,
that in no event shall the term “Affiliate” include any portfolio company of any Holder or their respective Affiliates (other
than the Company).


 






    2


     


    

 


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


 


“Aggregate Blocking
Period” shall have the meaning given in Section 2.4.


 


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


 


“Block Trade”
means an offering and/or sale of Registrable Securities by any Holder on a block trade or underwritten basis (whether firm commitment
or otherwise) for reoffering to the public without a roadshow or substantial marketing efforts prior to pricing, including, without limitation,
a same day trade, overnight trade or similar transaction.


 


“CCMP Demanding
Holders” shall have the meaning given in Section 2.2.1.


 


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


 


“Claims”
shall have the meaning given in subsection 4.1.1.


 


“Closing Date”
shall mean the date of this Agreement.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Commission Guidance”
means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements or requests of the Commission
staff and (ii) the Securities Act.


 


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


 


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


 


“Company Shelf
Take Down Notice” shall have the meaning given in subsection 2.1.3.


 


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


 


“Demanding Holder”
shall mean, as applicable, (a) the applicable Holder making a written demand for the Registration of Registrable Securities pursuant to
subsection 2.2.1 or (b) the applicable Holder making a written demand for a Shelf Underwritten Offering of Registrable Securities
pursuant to subsection 2.1.3.


 


“Effectiveness
Deadline” shall have the meaning given in subsection 2.1.1.


 


“Existing Registration
Rights Agreement” shall have the meaning given in the Recitals hereto.


 


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


 






    3


     


    

 


“First Secondary
Offering” means the first Underwritten Offering in which any CCMP Holder Transfers all or any portion of their Registrable
Securities.


 


“Form S-1 Shelf”
shall have the meaning given in subsection 2.1.2.


 


“Form S-3 Shelf”
shall have the meaning given in subsection 2.1.2.


 


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


 


“Founder Shares
Lock-up Period” shall mean, with respect to the Founder Shares, the period commencing on the date hereof and ending on the
earlier of (A) one year after the Closing Date, (B) the first date the last sale price of the Common Stock equals or exceeds $12.00 per
share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day period commencing at least 150 days after the Closing Date, or (C) 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.


 


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


 


“Hillman Lock-Up
Period” shall have the meaning given in Section 2.7.2.


 


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


 


“Insider Letter”
shall mean that certain letter agreement, dated October 8, 2020, by and among the Company, the Sponsors and the other parties thereto.


 


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


 


“Maximum Number
of Securities” shall have the meaning given in subsection 2.2.4.


 


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


 


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


 


“Oak Hill Demanding
Holders” shall have the meaning given in Section 2.2.1.


 


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


 


“Other Shares”
shall have the meaning given in Section 2.2.4.


 






    4


     


    

 


“Permitted Transferees”
or “Permitted Transfer” shall mean (x) any Affiliate of a Holder or (y) any transfers made: (i) pursuant to
a bona fide gift or charitable contribution; (ii) by will or intestate succession upon the death of Holder; (iii) to any Permitted
Transferee; (iv) to the members of the Sponsors, (v) pursuant to a court order or settlement agreement related to the distribution
of assets in connection with the dissolution of marriage or civil union; (vi) pro rata to the partners, members or shareholders of
a Holder upon its liquidation or dissolution; or (vii) in the event of the Company’s completion of a liquidation, merger, share
exchange or other similar transaction which results in all of its shareholders having the right to exchange their Common Stock for cash,
securities or other property; provided that in the case of (i) through (vi), the recipient of such Transfer must enter into a written
agreement agreeing to be bound by the terms of this Agreement, including the transfer restrictions set forth in Section 2.6.


 


“Piggyback Registration”
shall have the meaning given in subsection 2.3.1.


 


“Primary Shares”
shall have the meaning given in Section 2.2.4.


 


“Private Placement
Lock-up Period” shall mean, with respect to Private Placement Warrants that are held by the initial purchasers of such Private
Placement Warrants or their Permitted Transferees, and any of the 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 Closing Date.


 


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


 


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


 


“Pro Rata”
shall have the meaning given in subsection 2.2.4.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, whether preliminary or final, as supplemented by any and all prospectus
supplements (including any “free writing prospectus”) 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) any outstanding share of Common Stock or any other equity security (including the Private
Placement Warrants and including 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 or hereafter acquired by a Holder (including the shares of Common Stock
issued upon the conversion of the Founder Shares and upon the exercise of any Private Placement Warrants), and (b) any other equity
security of the Company issued or issuable with respect to any such share of Common Stock referred to in the foregoing clause (a) by
way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or
other reorganization or otherwise; 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 by the applicable Holder; (ii) such securities shall have been otherwise transferred,
new certificates for such securities not bearing (or book entry positions not subject to) 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; or (iv) such securities (A) are held, or become held,
by any Holder (other than the Sponsors) who holds less than two percent (2%) of the then issued and outstanding equity securities of
the Company; and (B) may be sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities
Act (but with no volume or other restrictions or limitations including as to manner or timing of sale).


 






    5


     


    

 


“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., or fees payable
to any stock exchange or over-the-counter trading market) 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) fees and disbursements of
underwriters customarily paid by issuers or sellers of securities, but excluding underwriting discounts and commissions and transfer taxes,
if any;


 


(d) printing, messenger, telephone,
delivery and road show or other marketing expenses;


 


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


 


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


 


(g) reasonable fees and
expenses of (A) one (1) legal counsel for the CCMP Holders (plus appropriate special and local counsel selected by the CCMP
Holders), to the extent the CCMP Holders are participating in the Registration, (B) one (1) legal counsel for the Oak Hill Holders
(plus appropriate special and local counsel selected by the Oak Hill Holders), to the extent the Oak Hill Holders are participating
in the Registration, and (C) one (1) legal counsel for the Sponsors (plus appropriate special and local counsel selected by the
Sponsors), to the extent the Sponsors are participating in the 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.


 






    6


     


    

 


“Removed Shares”
shall have the meaning given in Section 2.6.


 


“Requesting Holder”
shall have the meaning given in subsection 2.2.1.


 


“Secondary Lock-Up
Period” shall mean the period ending on the earlier of (i) 12 months from the date hereof, and (ii) the date on which the
CCMP Holders or any of their Affiliates are no longer subject to any Underwriter’s lock-up or other contractual restriction in connection
with the First Secondary Offering.


 


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


 


“Shelf Requesting
Holder” shall have the meaning given in subsection 2.1.3.


 


“Shelf Take Down
Notice” shall have the meaning given in subsection 2.1.3.


 


“Shelf Underwritten
Offering” shall have the meaning given in subsection 2.1.3.


 


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


 


“Subscription
Agreements” shall mean those certain subscription agreements dated July 14, 2021 by and between the Company and certain
subscribers to shares of Common Stock.


 


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


 


“Transactions”
shall have the meaning given in the Recitals hereto.


 


“Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise
dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation
with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations
of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled
by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified
in clause (a) or (b).


 


“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 or offering and/or sale of
Registrable Securities in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution
to the public, including a Block Trade.


 






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Article
II

REGISTRATIONS


 


2.1.           
Shelf Registration.


 


2.1.1.     
Initial Filing. The Company shall, as soon as practicable, but in any event within thirty (30) days after the Closing Date,
file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders
and all shares of Common Stock received by then current or former employees of Hillman pursuant to the Transactions from time to time
as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on
the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration
Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) days following
the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be
extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission.
The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on Form S-3 or, if Form S-3 is
not then available to the Company, on Form S-1 or such other form of registration statement as is then available to effect a registration
for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit
any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted
by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement
filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available
to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant
to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration
Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities
held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the
effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within one (1) business day
of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration
Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to
form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein
not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which
such statement is made).


 


2.1.2.     
 Form S-1 Shelf. If the Company files a shelf registration statement on Form S-3 (a “Form S-3 Shelf”)
and thereafter the Company becomes ineligible to use Form S-3 for secondary sales, the Company shall use its reasonable best efforts to
file a shelf registration on Form S-1 (a “Form S-1 Shelf”) as promptly as practicable to replace the shelf registration
statement that is a Form S-3 Shelf and have the Form S-1 Shelf declared effective as promptly as practicable and to cause such Form S-1
Shelf to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available
or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders
until all such Registrable Securities have ceased to be Registrable Securities. In the case of a Form S-1 filed pursuant to Section
2.1.1 or a Form S-1 Shelf filed pursuant to this Section 2.1.2, upon such date as the Company becomes eligible to use Form
S-3 for secondary sales or, in the case of a Form S-1 Shelf filed to register the resale of Removed Shares pursuant to Section 2.6
hereof, upon such date as the Company becomes eligible to register all of the Removed Shares for resale on a Form S-3 Shelf pursuant to
the Commission Guidance and, if applicable, without a requirement that any of the CCMP Holders be named as an “underwriter”
therein, the Company shall use its reasonable best efforts to file a Form S-3 Shelf as promptly as practicable to replace the applicable
Form S-1 Shelf and have the Form S-3 Shelf declared effective as promptly as practicable and to cause such Form S-3 Shelf to remain effective,
and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available,
that another Registration Statement is available, for the resale of all the Registrable Securities thereunder held by the applicable Holders
until all such Registrable Securities have ceased to be Registrable Securities.


 






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2.1.3.      Requests
for Underwritten Shelf Takedowns. At any time and from time to time following the effectiveness of the shelf registration
statement required by subsection 2.1.1 or 2.1.2 or any replacement thereof, by notice to the Company specifying the
intended method or methods of disposition thereof any CCMP Holder or any Sponsor or Oak Hill Holder (as applicable, the
 “Shelf Requesting Holder”) may make a written request to the Company to effect a public offering (a
 “Shelf Take Down Notice”), (provided that any request for an underwritten offering that is registered
pursuant to such shelf registration statement (including a Block Trade) (a “Shelf Underwritten Offering”)
by any Sponsor or Oak Hill Holder is subject to and only to the extent provided by Section 2.4), of all or a portion of such
Holder’s Registrable Securities that may be registered under such shelf registration statement, and as soon as practicable the
Company shall amend or supplement such shelf registration statement as necessary for such purpose. Each Shelf Takedown Notice for a
Shelf Underwritten Offering shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf
Underwritten Offering and a reasonably estimated approximate price range (net of reasonably estimated underwriting discounts and
commissions) of such Shelf Underwritten Offering. Promptly upon receipt of a Shelf Takedown Notice (but in no event more than two
(2) business days thereafter (or more than twenty-four (24) hours thereafter in connection with a Block Trade)), the Company shall
give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the
 “Company Shelf Takedown Notice”) and, subject to the provisions of subsection 2.2.4, shall include
in such Shelf Underwritten Offering such Registrable Securities requested to be included by each such Holder, up to such number of
Registrable Securities equal to such Holder’s pro rata share determined based on the number of Registrable Securities that the
Shelf Requesting Holder proposes to sell in such Shelf Underwritten Offering as compared to the number of outstanding Registrable
Securities held by the Shelf Requesting Holder immediately prior to such Shelf Underwritten Offering, within five (5) days after
sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, within twenty-four (24) hours after sending the Company
Shelf Takedown Notice and otherwise as provided in Section 2.1.4. The Company shall enter into an underwriting agreement in
customary form with the managing Underwriter or Underwriters selected by the Shelf Requesting Holder, after reasonable consultation
with the Company, and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in
order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering
contemplated by this subsection 2.1.3, subject to Section 3.3 and Article IV, the underwriting agreement
into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and
obligations as are customary in secondary underwritten offerings. Notwithstanding the delivery of any Shelf Take Down Notice, all
determinations as to whether to complete any Shelf Underwritten Offering and as to the timing, manner, price and other terms of any
Shelf Underwritten Offering contemplated by this Section 2.1.3, shall be determined by the Shelf Requesting Holder. At any
time before the pricing of a Shelf Underwritten Offering, in accordance with Section 2.2.5, the Shelf Requesting Holder may withdraw
its Shelf Take Down Notice and, upon receipt of written notice to such effect from the Shelf Requesting Holder, the Company shall
cease all efforts to complete such Underwritten Offering.


 


2.1.4.     
Notwithstanding any other provision of this Article II, but subject to Section 3.4 and not in limitation of
any other provision in this Article II applicable to Shelf Underwritten Offerings, if any Holder desires to effect a Block
Trade, then notwithstanding any other time periods in this Article II, such Holder shall provide written notice to the Company
at least three (3) business days prior to the date such Block Trade will commence. As expeditiously as possible, the Company shall use
its reasonable best efforts to facilitate such Block Trade. Such Holder shall use its reasonable best efforts to work with the Company
and the Underwriters (including by disclosing the maximum number of Registrable Securities proposed to be the subject of such Block Trade)
in order to facilitate preparation of the Registration Statement, Prospectus and other offering documentation related to the Block Trade
and any related due diligence and comfort procedures. In the event of a Block Trade, and after consultation with the Company and subject
to subsection 2.2.4, the Holder initiating the Block Trade shall determine the maximum number of Registrable Securities that can
be sold pursuant to such offering, the underwriter or underwriters and share price of such offering.


 






    9


     


    

 


2.2.           
Demand Registration.


 


2.2.1.      Request
for Registration. Subject to the provisions of subsection 2.2.5 and Sections 2.4, 2.6 and 3.4
hereof, at any time and from time to time on or after the Closing Date, each of (a) the Sponsors, (b) the CCMP Holders (the
 “CCMP Demanding Holders”), and (c) the Oak Hill Holders (the “Oak Hill Demanding
Holders”, and together with the Sponsors and the CCMP Demanding Holders, the “Demanding
Holders”), may make a written demand for Registration of all or part of their Registrable Securities on (i) Form S-1
or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant
to Rule 415 under the Securities Act, 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, promptly following the Company’s receipt of a Demand Registration (but in no
event more than two (2) business days thereafter), notify, in writing all other Holders of Registrable Securities of such demand,
and each Holder of Registrable Securities who thereafter wishes to include any of such Holder’s Registrable Securities in a
Registration pursuant to a Demand Registration (each such Holder that includes any portion of such Holder’s Registrable
Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within
three (3) business days after the receipt by the Holder of the notice from the Company. Each Requesting Holder shall be permitted to
include up to such number of Registrable Securities in a Registration pursuant to a Demand Registration equal to such Requesting
Holder’s pro rata share determined based on the number of Registrable Securities that the Demanding Holder proposes to sell in
such Demand Registration as compared to the number of outstanding Registrable Securities held by the Demanding Holder immediately
prior to such Demand Registration. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand
Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the
exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of
its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the
Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their pro rata portion of
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 up to the pro rata portion of Registrable
Securities requested by the Requesting Holders pursuant to such Demand Registration. The Company shall not be obligated to effect
more than (A) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the CCMP Holders, and (B) one (1)
Registration pursuant to a Demand Registration initiated by the Oak Hill Holders and the Sponsors, in each case under this subsection
2.2.1 with respect to any or all Registrable Securities; provided, however, that (i) a Registration shall not be
counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the
Registrable Securities entitled to be included by the Demanding Holders and the Requesting Holders in such Registration have been
sold, in accordance with Section 3.1 of this Agreement, and (ii) a Shelf Underwritten Offering effected by a Block Trade
shall not be a Demand Registration. Notwithstanding the foregoing, Jefferies may not exercise its Demand Registration rights after
October 8, 2025, and may not exercise its demand rights on more than one occasion.


 


2.2.2.      Effective
Registration. Notwithstanding the provisions of subsection 2.2.1 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) 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 after the removal, rescission or other
termination of such stop order or injunction, 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 by the same Demanding Holder becomes effective or is subsequently
terminated.


 






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2.2.3.     
Underwritten Offering. Subject to the provisions of subsection 2.2.4 and Sections 2.4, 2.6 and 3.4
hereof, if 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
2.2.3, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with
the Company and the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the Demand Registration(which
Underwriter(s) shall be reasonably satisfactory to the Company) which underwriting agreement shall contain such representations, covenants,
indemnities and other rights and obligations customary in secondary Underwritten Offerings.


 


2.2.4.      Reduction
of Underwritten Offering. If a Demand Registration is to be an Underwritten Offering (including any Shelf Underwritten Offering)
and the managing Underwriter or Underwriters (or, in the case of a Block Trade, the Holder(s) requesting a Shelf Underwritten
Offering or the Demanding Holder(s), as applicable), in good faith, advises the Company in writing that, in its opinion, 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 for its own account (the
 “Primary Shares”) 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 of the Company who desire to sell (the
 “Other Shares”), exceeds the maximum dollar amount or maximum number of equity securities that can be sold
in such Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the
probability of success of such offering (such maximum dollar amount or maximum number of 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, Shelf Requesting Holders and the Requesting Holders (if any), as
applicable, pro rata based on the total amount of Registrable Securities held by each such Demanding Holder, Shelf Requesting
Holder, or Requesting Holder (if any), as applicable, at such time of determination (such proportion is referred to herein as
 “Pro Rata”)) 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), the Primary Shares which can be
sold without exceeding the Maximum Number of Securities; (c) third, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clauses (a) and (b), the Registrable Securities of the Sponsors; and (d) fourth, to the extent the
Maximum Number of Securities has not been reached under the foregoing clauses (a), (b) and (c), the Other Shares that can be sold
without exceeding the Maximum Number of Securities.


 






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2.2.5.     
Demand Registration Withdrawal. A Demanding Holder, Shelf Requesting Holder, or Requesting Holder shall have the right to
withdraw all or a portion of its Registrable Securities included in a Demand Registration pursuant to subsection 2.2.1 or a Shelf
Underwritten Offering pursuant to subsection 2.1.3 (including a Block Trade pursuant to subsection 2.1.4) for any or no
reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention to so irrevocably
withdraw at any time prior to (a) in the case of a Demand Registration, the effectiveness of the applicable Registration Statement or
(b) in the case of any Shelf Underwritten Offering (including a Block Trade), prior to the pricing of such Shelf Underwritten Offering;
provided, however, that upon withdrawal by the Demanding Holders initiating a Demand Registration (or in the case of a Shelf
Underwritten Offering, withdrawal of the Shelf Requesting Holder), the Company shall cease all efforts to secure effectiveness of the
applicable Registration Statement or complete the Underwritten Offering, as applicable. 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 or a Shelf Underwritten Offering prior to and including its withdrawal under this subsection 2.2.5.


 


2.3.           
Piggyback Registration.


 


2.3.1.      Piggyback
Rights. If 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, 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, (d) for a dividend
reinvestment plan, or (e) filed pursuant to subsection 2.1.1, then the Company shall give written notice of such proposed
filing to all Holders then holding Registrable Securities as soon as practicable but not less than five (5) business days before the
anticipated filing date of such Registration Statement, which notice shall (i) describe the amount and type of securities to be
included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf
registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such
offering, (ii) such Holders’ rights under this Section 2.3 and (iii) 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 three (3) business days after receipt of such written notice (or in the case of a Block Trade, within twenty-four (24) hours
thereafter) (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such
Registrable Securities identified in a Holder’s response notice described in the foregoing sentence to be included in such
Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed
Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection
2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or
Company stockholder(s) for whose account the Registration Statement is to be filed 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 2.3.1,
subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the
Underwriter(s) selected for such Underwritten Offering by the Company or Company stockholder(s) for whose account the Registration
Statement is to be filed. For purposes of this Section 2.3, the filing by the Company of an automatic shelf registration
statement for offerings pursuant to Rule 415(a) that omits information with respect to any specific offering pursuant to Rule 430B
shall not trigger any notification or participation rights hereunder until such time as the Company amends or supplements such
Registration Statement to include information with respect to a specific offering of Securities (and such amendment or supplement
shall trigger the notice and participation rights provided for in this Section 2.3).


 






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2.3.2.     
Reduction of Piggyback Registration. If a Piggyback Registration is to be an Underwritten Offering and the managing Underwriter
or Underwriters, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration
in writing that, in its opinion, the dollar amount or number of Primary Shares that the Company desires to sell, taken together with (a)
the 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, (b) the Registrable Securities as to which registration has been
requested pursuant Section 2.3 hereof, and (c) the Other Shares, exceeds the Maximum Number of Securities, then:


 


2.3.2.1.if the Registration
is undertaken for the Company’s account, the Company shall include in any such Registration (a) first, the Primary Shares, 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 2.3.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
and (c) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a) and (b), the Other
Shares which can be sold without exceeding the Maximum Number of Securities; and


 


2.3.2.2.if the
Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company
shall include in any such Registration (a) first, the 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 2.3.1 hereof,
Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (c) third, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clauses (a) and (b), the Primary Shares which can be sold without exceeding the
Maximum Number of Securities; and (d) fourth, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clauses (a), (b) and (c), the Other Shares which can be sold without exceeding the Maximum Number of Securities.


 






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2.3.3.     
Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw all or any portion
of its Registrable Securities in 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 such Registrable Securities from such Piggyback Registration
prior to in the case of a Piggyback Registration not involving an Underwritten Offering or Shelf Underwritten Offering, the effectiveness
of the applicable Registration Statement. 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 and including its withdrawal under this subsection 2.3.3.


 


2.3.4.     
Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.3
hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.2 hereof and shall not
relieve the Company of its obligations under Section 2.1 or Section 2.2.


 


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 2.2.1 and it continues to actively employ, in good faith, all reasonable efforts
to cause the applicable Registration Statement to become effective; (b) the Holders have requested an Underwritten Registration and
the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (c) in the good
faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that
it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such
Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously
detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to
defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period
of not more than thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner
more than once in any twelve (12)-month period (the “Aggregate Blocking Period”). Notwithstanding anything
to the contrary herein, the Oak Hill Holders and each Sponsor shall be able to either (and not both) (i) make one (1) demand request
under, and subject to the terms and procedures set forth in Section 2.2, or (ii) initiate one (1) Shelf Underwritten Offering
under, and subject to the terms and conditions set forth in Section 2.1 (in each case in accordance with the terms of Section
3.3).


 






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2.5.           
Rule 415; Removal. If at any time the Commission takes the
position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 filed pursuant to this
Section 2 is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act
(provided, however, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all
of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation
612.09) or requires a CCMP Holder to be named as an “underwriter,” the Company shall (i) promptly notify each holder of Registrable
Securities thereof (or in the case of the Commission requiring a CCMP Holder to be named as an “underwriter,” the CCMP Holders)
and (ii) use reasonable best efforts to persuade the SEC that the offering contemplated by such Registration Statement is a valid secondary
offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the CCMP Holders is an
 “underwriter.” The Holders shall have the right to select one (1) legal counsel designated by the holders of a majority of
the Registrable Securities subject to such Registration Statement to review and oversee any registration or matters pursuant to this Section
2.5, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment
on any written submission made to the Commission with respect thereto. No such written submission with respect to this matter shall be
made to the Commission to which the applicable Holders’ counsel reasonably objects. In the event that, despite the Company’s
reasonable best efforts and compliance with the terms of this Section 2.5, the Commission refuses to alter its position, the Company
shall (i) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”)
and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the Commission
may require to assure the Company’s compliance with the requirements of Rule 415; provided, however, that the Company
shall not agree to name any CCMP Holder as an “underwriter” in such Registration Statement without the prior written consent
of such CCMP Holder. In the event of a share removal pursuant to this Section 2.5, the Company shall give the applicable Holders
at least three (3) business days prior written notice along with the calculations as to such Holder’s allotment. Any removal of
shares of the Holders pursuant to this Section 2.5 shall first be applied to Holders other than the CCMP Holders with securities
registered for resale under the applicable Registration Statement and thereafter allocated between the CCMP Holders on a pro rata basis
based on the aggregate amount of Registrable Securities held by the CCMP Holders. In the event of a share removal of the Holders pursuant
to this Section 2.5, the Company shall promptly register the resale of any Removed Shares pursuant to subsection 2.1.2 hereof
and in no event shall the filing of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed pursuant
to the terms of subsection 2.1.2 be counted as a Demand Registration hereunder. Until such time as the Company has registered all
of the Removed Shares for resale pursuant to Rule 415 on an effective Registration Statement, the Company shall not be able to defer the
filing of a Registration Statement pursuant to Section 2.4 hereof.


 






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2.6.           
 Lock-Up Agreements.


 


2.6.1.     
Each Sponsor agrees that it shall not Transfer any Founder Shares (or any shares of Common Stock issuable upon conversion thereof)
until the expiration of the Founder Shares Lock-Up Period and will not transfer any Private Placement Warrants (or any shares of Common
Stock issued or issuable upon the exercise of the Private Placement Warrants), until the expiration of the Private Placement Warrants
Lock-Up Period. The foregoing restrictions shall not apply to Permitted Transfers or Transfers made by a Permitted Transferee.


 


2.6.2.     
Each Hillman Holder agrees that it, he or she shall not Transfer any shares of Closing Hillman Stock for six (6) months following
the Closing Date (the “Hillman Lock-Up Period”); provided, (x) that 33% of the Closing Hillman Stock
shall be transferable as part of an Underwritten Offering following 90 days after the Closing Date if the last closing price of the Common
Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like)
for any 20 trading days within any 30-trading day period after the Closing, and (y) each executive officer and director of the Company
shall be permitted to establish a plan to acquire and sell shares of Common Stock pursuant to Rule 10b5-1 under the Exchange Act, provided
that such plan does not provide for the Transfer of shares of Closing Hillman Stock during the Hillman Lock-up Period. The foregoing restrictions
shall not apply to Permitted Transfers or Transfers made by a Permitted Transferee.


 


2.6.3.     
Each Holder agrees, and the Company agrees and shall cause each director and officer of the Company to agree, that, in connection
with each Registration or sale of Registrable Securities pursuant to Section 2.1, Section 2.2 or Section 2.3 conducted as an Underwritten
Offering, if requested, to become bound by and to execute and deliver a customary lock-up agreement with the Underwriter(s) of such Underwritten
Offering restricting such applicable person or entity’s right to (a) Transfer, directly or indirectly, any equity securities of
the Company held by such person or entity or (b) enter into any swap or other arrangement that transfers to another any of the economic
consequences of ownership of such securities during the period commencing on the date of the final Prospectus relating to the Underwritten
Offering and ending on the date specified by the Underwriters (such period not to exceed ninety (90) days). The terms of such lock-up
agreements shall be negotiated among the applicable Holder requested to enter into lock-up agreements in accordance with the immediately
preceding sentence, the Company and the Underwriters and shall include customary exclusions from the restrictions on Transfer set forth
therein, including that such restrictions on the applicable Holder shall be conditioned upon all officers and directors of the Company,
as well as all Holders, being subject to the same restrictions; provided, that, to the extent any Holder is granted a release or
waiver from the restrictions contained in this Section 2.6.3 and in such Holder’s lock-up agreement prior to the expiration of the
period set forth in such Holder’s lock-up agreement, then all Holders shall be automatically granted a release or waiver from the
restrictions contained in this Section 2.6.3 and the applicable lock-up agreements to which they are party to the same extent, on substantially
the same terms as and on a pro rata basis with, the Holder to which such release or waiver is granted. The provisions of this Section
2.6.3 shall not apply to any Holder that holds less than one percent (1%) of then total issued and outstanding Common Stock.


 






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Article
III


COMPANY
PROCEDURES


 


3.1.           
General Procedures. If the Company is required to effect
the Registration of Registrable Securities, or facilitate an offering to sell Registrable Securities, pursuant to its obligations under
Article 2, the Company shall use its reasonable best efforts to effect such Registration to permit the sale of such Registrable
Securities in accordance with the intended plan of distribution thereof as expeditiously as possible, and, not in limitation of any of
the Company’s obligations under Article 2, in connection therewith the Company shall:


 


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 any Holder with Registrable Securities covered by such Prospectus 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, (a) 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, and (b) make such changes in such documents concerning the Holders prior to the filing thereof as such Holders,
or their counsel, may reasonably request;


 


3.1.4.      prior
to any public offering of Registrable Securities, but in any case no later than the effective date of the applicable Registration
Statement, use its reasonable 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 to
keep such registration or qualification in effect for so long as such Registration Statement remains in effect 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 or otherwise and do
any and all other acts and things that may be necessary or advisable, in each case, to enable the Holders of Registrable Securities
included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be
required to qualify or take any action to which it would be subject to general service of process or taxation in any such
jurisdiction where it is not then otherwise so subject;


 






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3.1.5.     
cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities
issued by the Company are then listed no later than the effective date of such Registration Statement;


 


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.     
promptly furnish to each seller of Registrable Securities covered by such Registration Statement such number of conformed copies
of such Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of
copies of the Prospectus contained in such Registration Statement (including each preliminary Prospectus and any summary Prospectus) and
any other Prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such
other documents as such seller may reasonably request;


 


3.1.8.     
advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of any written
comments by the Commission or any request by the Commission that the Company amend or supplement such Registration Statement or Prospectus
or the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or Prospectus the initiation
or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to amend or supplement such Registration
Statement or Prospectus or prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued, as
applicable;


 


3.1.9.     
advise each Holder of Registrable Securities covered by such Registration Statement, promptly after the Company receives notice
thereof, of the time when such registration statement has been declared effective or a supplement to any Prospectus forming a part of
such registration statement has been filed;


 


3.1.10.    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 and its counsel (including, without limitation, providing copies promptly
upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus), and not to file any such
Registration Statement or Prospectus, or amendment or supplement thereto, to which any such Holder or Registrable Securities shall have
reasonably objected;


 






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3.1.11.    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 or the existence of any condition as a result of which the Prospectus included in such
Registration Statement, as then in effect, includes a Misstatement, or in the opinion of counsel for the Company it is necessary to supplement
or amend such Prospectus to comply with law, and then to correct such Misstatement or include such information as is necessary to comply
with law, in each case as set forth in Section 3.4 hereof, at the request of any such Holder promptly prepare and furnish to such
Holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such securities, such Prospectus shall not include a Misstatement or such Prospectus, as supplemented
or amended, shall comply with law;


 


3.1.12.    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 Underwriter to participate in the preparation of any Registration Statement,
each such Prospectus included therein or filed with the Commission, and each amendment or supplement thereto, and will give each of them
such access to its books and records and such opportunities to discuss the business, finances and accounts of the Company and its subsidiaries
with its officers, directors and the independent public accountants who have certified its financial statements as shall be necessary,
in the opinion of such Holders’ and such Underwriters’ respective counsel, to conduct a reasonable investigation within the
meaning of the Securities Act, and will 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 if requested by the Company, 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; 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;


 


3.1.13.    obtain
a “cold comfort” letter (including a bring-down letter dated as of the date the Registrable Securities are delivered for
sale pursuant to such Registration) from the Company’s independent registered public accountants in the event of an Underwritten
Offering which the participating Holders may rely on (if requested by a participating Holder), 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 the participating Holders and any Underwriter;


 


3.1.14.    on
the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion and negative assurance letter,
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 the participating Holders and any Underwriter;


 






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3.1.15.    in
the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement and a “lock up”
agreement, in usual and customary form, with the managing Underwriter of such offering;


 


3.1.16.    otherwise
use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and to 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 the rules and regulations thereunder, including Rule 158 thereunder (or any successor
rule promulgated thereafter by the Commission);


 


3.1.17.    make
available senior executives of the Company to participate in customary “road show” presentations or meetings with potential
investors that may be reasonably requested by the Underwriter in any Underwritten Offering; and


 


3.1.18.    otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, including causing
the officers and directors of the Company to enter into customary “lock-up agreements,” 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 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.           
Participation in Underwritten Offerings.


 


3.3.1.     
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, indemnities, lock-up agreements, underwriting
agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.


 


3.3.2.      Holders
participating in an Underwritten Offering may, at their option, require that any or all of the representations and warranties by,
and the other agreements on the part of, the Company to and for the benefit of the Underwriters shall also be made to and for the
benefit of such Holders and that any or all of the conditions precedent to the obligations of such Underwriters shall also be made
to and for the benefit of such Holders; provided, however, that the Company shall not be required to make any
representations or warranties with respect to written information specifically provided by a Holder in writing for inclusion in the
Registration Statement.


 






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3.3.3.     
The Company will use its commercially reasonable efforts to ensure that no Underwriter shall require any Holder to make any representations
or warranties to or agreements with the Company or the Underwriters other than representations, warranties or agreements regarding such
Holder and such Holder’s intended method of distribution and any other representation required by law, and if, despite the Company’s
commercially reasonable efforts, an Underwriter requires any Holder to make additional representation or warranties to or agreements with
such Underwriter, such Holder may elect not to participate in such Underwritten Offering (but shall not have any claims against the Company
as a result of such election). Any liability of such Holder to any Underwriter or other person under such underwriting agreement shall
be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration.


 


3.4.           
Suspension of Sales; Adverse Disclosure. Upon receipt of
written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, or in the opinion of counsel for
the Company it is necessary to supplement or amend such Prospectus to comply with law, 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
or including the information counsel for the Company believes to be necessary to comply with law (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 such that the Registration
Statement or Prospectus, as so amended or supplemented, as applicable, will not include a Misstatement and complies with law), 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 thirty (30)
days, determined in good faith by the Board to be necessary for such purpose; provided, that each day of any such suspension pursuant
to this Section 3.4 shall correspondingly decrease the Aggregate Blocking Period available to the Company during any twelve (12)-month
period pursuant to Section 2.4 hereof. 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.


 






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3.5.           
 Covenants of the Company. As long as any Holder shall own
Registrable Securities, the Company hereby covenants and agrees:


 


3.5.1.     
the Company will not file any Registration Statement or Prospectus included therein or any other filing or document (other than
this Agreement) with the Commission which refers to any Holder of Registrable Securities by name or otherwise without the prior written
approval of such Holder;


 


3.5.2.     
the Company will not effect or permit to occur any combination or subdivision of securities which would adversely affect the ability
of the Holders to effect registration of Registrable Securities in the manner contemplated by this Agreement;


 


3.5.3.     
at all times while it shall be a reporting company under the Exchange Act, 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; and


 


3.5.4.     
promptly following the effectiveness of the shelf registration statement required by subsection 2.1.1 (and in any event
within three (3) business days from such effectiveness), the Company shall cause the transfer agent to remove any restrictive legends
(including any electronic transfer restrictions) from any Common Stock or Private Placement Warrants held by such Holder and provide or
cause any customary opinions of counsel to be delivered to the transfer agent in connection with such removal.


 


Article
IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1.           
Indemnification.


 


4.1.1.      In
connection with any registration of and/or any offering and sale of Registrable Securities pursuant to this Agreement, the Company
agrees to indemnify, to the full extent permitted by law, each Holder of Registrable Securities, its officers, directors, partners,
stockholders or members, employees, agents, investment advisors and each person who controls such Holder (within the meaning of the
Securities Act and Exchange Act) from and against all losses, claims, damages, liabilities and expenses (including attorneys’
fees), joint or several (or actions or proceedings, whether commenced or threatened, in respect thereof) (collectively,
 “Claims”), to which any such Holder or other persons may become subject, insofar as such Claims arise out
of or are based on any untrue or alleged untrue statement of any 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, and the Company will reimburse such Holder
or other person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any
such Claim; except insofar as the Claim or expense arises out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in such filing in reliance upon and in conformity with 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 and Exchange Act) to the same extent as
provided in the foregoing with respect to the indemnification of the Holder.


 






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4.1.2.     
In connection with any Registration Statement in which a Holder of Registrable Securities is participating, the Company may require
that, as a condition to including any Registrable Securities in any Registration Statement, the Company shall have received an undertaking
reasonably satisfactory to it from such Holder, to indemnify the Company, its directors and officers and agents and each person who controls
the Company (within the meaning of the Securities Act and Exchange Act) from and against any Claims, to which any the Company or such
other persons may become subject, insofar as such Claims arise out of or are based on any untrue statement of any 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 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 and Exchange Act) to the same extent as provided in the foregoing with respect to indemnification of the Company and the Company shall
use its commercially reasonable efforts to ensure that no Underwriter shall require any Holder of Registrable Securities to provide any
indemnification other than that provided hereinabove in this subsection 4.1.2, and, if, despite the Company’s commercially
reasonable efforts, an Underwriter requires any Holder of Registrable Securities to provide additional indemnification, such Holder may
elect not to participate in such Underwritten Offering (but shall not have any claim against the Company as a result of such election).


 


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. 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 (1) counsel (plus local 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) and which settlement includes a statement or admission of fault or culpability on the part of such indemnified
party or 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, partners, stockholders or members, employees, agents, investment advisors
or controlling person of such indemnified party and shall survive the transfer of Registrable 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 Claims, 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 Claims (a) in such proportion as is
appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party
or parties on the other hand from the offering of the Registrable Securities or (b) if the allocation provided by clause (a) above
is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in
clause (a) above but also to reflect the relative fault of the indemnifying party or parties on the other hand in connection with
the statements or omissions that resulted in such Claims, 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 or any director, officer, employee, agent, investment
advisor or controlling person thereof 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.


 


4.1.6.     
The indemnification required by this Section 4.1 shall be made by periodic payments of the amount thereof during the course
of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred.


 






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Article
V

MISCELLANEOUS


 


5.1.           
Notices. Any notice or communication under this Agreement
must be in writing and given by (a) delivery in person or by courier service providing evidence of delivery, or (b) transmission by hand
delivery, electronic mail or facsimile. Each notice or communication that is delivered or transmitted in the manner described above shall
be deemed sufficiently given, served, sent, and received, in the case of notices delivered by courier service, hand delivery, electronic
mail or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such
time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if
to the Company, to: Hillman Solutions Corp., 10590 Hamilton Avenue, Cincinnati, OH 45231, Attention: Chief Executive Officer and General
Counsel, and, if to any Holder, at such Holder’s address or contact information (including e-mail address) as set forth in the Company’s
books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties
hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section
5.1.


 


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.     
The rights of a Holder hereunder may be assigned (but only with all related obligations as set forth below) in connection with
a Transfer of Registrable Securities to a Permitted Transferee of that Holder. No assignment by any Holder of such Holder’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 Permitted Transferee to which
the assignment is being made, 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.


 


5.2.3.     
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 applicable Holders.


 


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.


 






    25


     


    

 


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


 


5.4.           
Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS
AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (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, 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.


 


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, (a) 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 adverse and different from the other Holders (in such capacity) shall require the consent of the Holder so affected, and (b) the consent
of any Sponsor, CCMP Holder and Oak Hill Holder, as applicable, shall be required for any amendment, modification or waiver which has
an adverse effect on the specific and personal rights, limitations or obligations of such Holder. 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. Other than pursuant to the terms
of the Subscription Agreements, 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 among the parties thereto 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 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) no Holder holds
Registrable Securities. The provisions of Section 3.5 and Article IV shall survive any termination.


 


[Signature Pages Follow]


 






    26


     


    

 


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


 


	 	COMPANY:
	 	 
	 	Hillman Solutions Corp.,
	 	a Delaware corporation
	 	 
	 	By:	/s/ Douglas J. Cahill
	 	 	Name: Douglas J. Cahill
	 	 	Title: President and Chief Executive Officer
	 	 
	 	SPONSORS:
	 	 
	 	JEFFERIES FINANCIAL GROUP INC.,
	 	a New York corporation
	 	 
	 	By:	/s/ Michael Sharp
	 	 	Name: Michael Sharp
	 	 	Title: General Counsel
	 	 
	 	TJF, LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	/s/ Steven L. Scheinthal
	 	 	Name: Steven L. Scheinthal
	 	 	Title: Vice President



 


[Signature Page to A&R Registration Rights
Agreement]


 






     


     


    

 


	 	CCMP HOLDERS:
	 	 
	 	CCMP CAPITAL INVESTORS III, L.P.,
	 	
    a Delaware limited liability company

     

    By: CCMP Capital Associates III, L.P., its general partner

     

    By: CCMP Capital Associates GP, LLC, its general partner

	 	 
	 	By:	/s/ Richard F. Zannino
	 	 	Name: Richard F. Zannino
	 	 	Title: Managing Director
	 	 
	 	CCMP CAPITAL INVESTORS (EMPLOYEE) III, L.P.,
	 	a Delaware limited liability company
	 	
     

    By: CCMP Capital Associates III, L.P., its general partner

     

    By: CCMP Capital Associates GP, LLC, its general partner

	 	 
	 	By:	/s/ Richard F. Zannino
	 	 	Name: Richard F. Zannino
	 	 	Title: Managing Director
	 	
    
	 
	 	CCMP CO-INVEST III A, L.P.,
	 	a Delaware limited liability company
	 	 
	 	
    By: CCMP Co-Invest III A GP, LLC, its general partner

     

	 	By:	/s/ Richard F. Zannino
	 	 	Name: Richard F. Zannino
	 	 	Title: Managing Director



 


[Signature Page to A&R Registration Rights
Agreement]


 






     


     


    

 


	 	
    OAK HILL HOLDERS:

     

    OAK HILL CAPITAL PARTNERS III, L.P.,

	 	a Delaware limited partnership
	 	 
	 	By:	OHCP GenPar III, L.P., its General Partner
	 	 	 
	 	By:	OHCP MGP Partners III, L.P., its General Partner
	 	 	 
	 	By:	OHCP MGP III, Ltd., its General Partner
	 	 	 
	 	By:	/s/ Allan Kahn
	 	 	Name: Allan Kahn
	 	 	Title: Authorized Signatory
	 	
     

    OAK HILL CAPITAL MANAGEMENT PARTNERS III, L.P.,

	 	a Delaware limited partnership
	 	 
	 	By:	OHCP GenPar III, L.P., its General Partner
	 	 	 
	 	By:	OHCP MGP Partners III, L.P., its General Partner
	 	 	 
	 	By:	OHCP MGP III, Ltd., its General Partner
	 	 	 
	 	By:	/s/ Allan Kahn
	 	 	Name: Allan Kahn
	 	 	Title: Authorized Signatory



 


[Signature Page to A&R Registration Rights
Agreement]


 






     


     


    

 


	 	OHCP III HC RO, L.P.,
	 	a Delaware limited partnership
	 	 
	 	By:	OHCP GenPar III, L.P., its General Partner
	 	 	 
	 	By:	OHCP MGP Partners III, L.P., its General Partner
	 	 	 
	 	By:	OHCP MGP III, Ltd., its General Partner
	 	 	 
	 	By:	/s/ Allan Kahn
	 	 	Name: Allan Kahn
	 	 	Title: Authorized Signatory


 


[Signature Page to A&R Registration Rights
Agreement]