Exhibit 10.3


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of July 15, 2021, is made and entered into by and among StoneBridge
Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the undersigned parties listed
under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).


 


RECITALS


 


WHEREAS,
the Company and the Investors desire to enter into this Agreement, pursuant to which the Company shall grant the Investors certain registration
rights with respect to certain securities of the Company held by them as of the date hereof or that may be held by them upon consummation
of a Business Combination (defined below);


 


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


 


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


 


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


 


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


 


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


 


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


 


“Cantor”
means Cantor Fitzgerald & Co., the representative of the underwriters in the Offering.


 






    1


     


    

 


“Class B
Ordinary Shares” means the Class B ordinary shares, par value $0.0001 per share, of the Company.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


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


 


“Demand Registration”
shall have the meaning given in Section 2.01(a).


 


“Demanding Investor”
shall have the meaning given in Section 2.01(a).


 


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


 


“Form S-1”
shall have the meaning given in Section 2.01(a).


 


“Form S-3”
shall have the meaning given in Section 2.03.


 


“Founder Shares”
shall mean the 5,750,000 Class B Ordinary Shares that Sponsor purchased from the Company pursuant to the Founder Shares Purchase
Agreement (up to 750,000 of which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option
is exercised) and shall be deemed to include the Ordinary Shares issuable upon conversion thereof.


 


“Founder Shares
Lock-up Period” shall mean, with respect to the Founder Shares, the period ending on the earlier of (A) one year after
the completion of the Company’s initial Business Combination or (B) subsequent to the initial Business Combination, (x) if
the last sale price of the Ordinary Shares equals or exceeds $12.00 per Ordinary Share (as adjusted for share splits, share consolidations,
share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on
which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of
the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.


 


“Founder Shares
Purchase Agreement” shall mean that certain Securities Subscription Agreement by and between the Sponsor and Company, dated
as of February 5, 2021.


 


“Insider Letter”
shall mean that certain letter agreement, dated as of July 15, 2021, by and among the Company, the Sponsor and each of the Company’s
officers, directors and director nominees.


 


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


 


“Maximum Number
of Securities” shall have the meaning given in Section 2.01(d).


 






    2


     


    

 


“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.


 


“Odeon”
means Odeon Capital Group, LLC, one of the underwriters in the Offering.


 


“Ordinary Shares”
shall mean the Class A ordinary shares, par value $0.0001 per share, of the Company.


 


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


 


“Piggyback Registration”
shall have the meaning given in Section 2.01(a).


 


“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 Ordinary Shares or Warrants underlying the Private Placement Warrants
and that are held by the initial purchasers of the Private Placement Units or their Permitted Transferees, the period ending 30 days after
the completion of the Company’s initial Business Combination.


 


“Private Placement
Warrants” shall mean the aggregate 8,000,000 Warrants (or up to 8,900,000 warrants if the over-allotment option in connection
with the Company’s initial public offering is exercised in full) to be purchased by the Sponsor and the underwriters in the Offering
(including Cantor and/or its designees) pursuant to those certain Private Placement Warrants Purchase Agreements between the Company and
each of (i) the Sponsor; (ii) Cantor, the other underwriters in the Offering and/or their designees, each dated July 15,
2021 (each a “Private Placement Warrant Purchase Agreement” and collectively the “Private Placement
Warrant Purchase Agreements”).


 


“Pro Rata”
shall have the meaning given in subsection Section 2.01(d).


 


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


 


“Registrable
Security” shall mean (a) the Founder Shares and the Ordinary Shares issued or issuable upon the conversion of any Founder
Shares, (b) the Private Placement Warrants, (c) the Working Capital Warrants (and the underlying securities) of the Company
issuable upon conversion of any working capital loans in an amount up to $1,500,000 made to the Company by an Investor, if any, and (d) any
other equity security of the Company issued or issuable with respect to any such Ordinary Shares by way of a share dividend, share subdivision,
share consolidation, share capitalization or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization;
provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities
when: (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act
and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such
securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer
shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the
Securities Act; (iii) such securities shall have ceased to be outstanding; (iv) such securities may be sold without Registration
pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but
with on volume or other restrictions or limitations); or (v) such securities have been sold to, or through, a broker, dealer or Underwriter
in a public distribution or other public securities transaction.


 






    3


     


    

 


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


 


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


 


(a) all Registration and
filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and
any securities exchange on which the Ordinary Shares are then listed;


 


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


 


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


 


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


 


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


 


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


 


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


 






    4


     


    

 


“Requesting Investor”
shall have the meaning given in Section 2.01(a).


 


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


 


“Sponsor”
shall mean StoneBridge Acquisition Sponsor LLC, a Delaware limited liability company.


 


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


 


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


 


“Units”
means the units of the Company, each comprised of one Ordinary Share and one-half of one redeemable Warrant.


 


“Warrants”
mean the warrants of the Company redeemable to purchase Ordinary Shares.


 


“Working Capital
Warrants” shall mean any Warrants held by Investors, officers, or directors of the Company or their respective affiliates,
which may be issued in payment of working capital loans made to the Company.


 


ARTICLE II
REGISTRATIONS


 


Section 2.01
Demand Registration.


 


(a) Request for Registration.
Subject to the provisions of Section 2.01(d) and Section 2.04 hereof, at any time and from time to time on
or after the date the Company consummates the Business Combination, (i) the Investors of at least a majority in interest of the then-outstanding
number of Registrable Securities or (ii) Cantor, the other underwriters in the Offering and/or their designees (the “Demanding
Investors”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities,
which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of
distribution thereof (such written demand a “Demand Registration”). The Company shall, within 10 days of the
Company’s receipt of the Demand Registration, notify, in writing, all other Investors of Registrable Securities of such demand,
and each Investor of Registrable Securities who thereafter wishes to include all or a portion of such Investor’s Registrable Securities
in a Registration pursuant to a Demand Registration (each such Investor that includes all or a portion of such Investor’s Registrable
Securities in such Registration, a “Requesting Investor”) shall so notify the Company, in writing, within five
days after the receipt by the Investor of the notice from the Company. Upon receipt by the Company of any such written notification from
a Requesting Investor(s) to the Company, such Requesting Investor(s) shall be entitled to have their Registrable Securities
included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not
more than 45 days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities
requested by the Demanding Investors and Requesting Investors pursuant to such Demand Registration. Under no circumstances shall the Company
be obligated to effect more than an aggregate of three Registrations pursuant to a Demand Registration under this Section 2.01(a) with
respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of Cantor, the other underwriters in
the Offering and/or their designees; provided, however, that a Registration shall not be counted for such purposes unless
a Form S-1 or any similar long-form Registration Statement that may be available at such time (“Form S-1”)
has become effective and all of the Registrable Securities requested by the Requesting Investors to be registered on behalf of the Requesting
Investors in such Form S-1 Registration have been sold, in accordance with Section 3.01 of this Agreement.


 






    5


     


    

 


(b) Effective Registration.
Notwithstanding the provisions of Section 2.01(a) above or any other part of this Agreement, a Registration pursuant
to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission
with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company
has complied with all of its obligations under this Agreement with respect thereto; provided, however, that if, after such
Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration
is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency
the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such
stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Investors
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 days, of such election; and provided, further, that the Company shall not be
obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect
to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.


 


(c) Underwritten Offering.
Subject to the provisions of Section 2.01(d) and Section 2.04 hereof, if a majority-in-interest of the Demanding
Investors 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 Investor or Requesting Investor
(if any) to include its Registrable Securities in such Registration shall be conditioned upon such Investor’s participation in such
Underwritten Offering and the inclusion of such Investor’s Registrable Securities in such Underwritten Offering to the extent provided
herein. All such Investors proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.01(c) shall
enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest
of the Demanding Investors initiating the Demand Registration.


 






    6


     


    

 


(d) Reduction of Underwritten
Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith,
advises the Company, the Demanding Investors and the Requesting Investors (if any) in writing that the dollar amount or number of Registrable
Securities that the Demanding Investors and the Requesting Investors (if any) desire to sell, taken together with all other Ordinary Shares
or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested
pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the
maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting
the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar
amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company
shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Investors and the
Requesting Investors (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Investor and Requesting
Investor (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that
the Demanding Investors and Requesting Investors have requested be included in such Underwritten Registration (such proportion is referred
to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of
Investors (Pro Rata, based on the respective number of Registrable Securities that each Investor has so requested) exercising their rights
to register their Registrable Securities pursuant to Section 2.02(a) hereof, without exceeding the Maximum Number of
Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding
the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that the Company
is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold
without exceeding the Maximum Number of Securities.


 


(e) Demand Registration
Withdrawal. A majority-in-interest of the Demanding Investors initiating a Demand Registration or a majority-in-interest of the Requesting
Investors (if any), pursuant to a Registration under Section 2.01(a) shall have the right in their sole discretion to
withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company
and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration
Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration.
Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in
connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this Section 2.01(e).


 


Section 2.02
Piggyback Registration.


 


(a) Piggyback Rights.
If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration Statement
under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable
for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and
by the shareholders of the Company including, without limitation, pursuant to Section 2.01 hereof), other than a Registration
Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering
of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity
securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing
to all of the Investors of Registrable Securities as soon as practicable but not less than 10 days before the anticipated filing date
of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering,
the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering,
and (B) offer to all of the Investors of Registrable Securities the opportunity to register the sale of such number of Registrable
Securities as such Investors may request in writing within five days after receipt of such written notice (such Registration a “Piggyback
Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration
and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable
Securities requested by the Investors pursuant to this Section 2.02(a) to be included in a Piggyback Registration on
the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition
of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Investors proposing to
distribute their Registrable Securities through an Underwritten Offering under this Section 2.02(a) shall enter into
an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.


 






    7


     


    

 


(b) Reduction of Piggyback
Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration,
in good faith, advises the Company and the Investors of Registrable Securities participating in the Piggyback Registration in writing
that the dollar amount or number of the Ordinary Shares that the Company desires to sell, taken together with (x) the Ordinary Shares,
if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other
than the Investors of Registrable Securities hereunder (y) the Registrable Securities as to which Registration has been requested
pursuant to Section 2.02 hereof, and (z) the Ordinary Shares, if any, as to which Registration has been requested pursuant
to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities,
then:


 


(i) If the
Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Ordinary
Shares or other equity securities that the Company desires to sell, 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 Investors exercising their rights to register their Registrable Securities pursuant to Section 2.02(a) 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 Ordinary Shares, if any, as to which Registration
has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold
without exceeding the Maximum Number of Securities; or


 






    8


     


    

 


(ii) If the
Registration is pursuant to a request by persons or entities other than the Investors of Registrable Securities, then the Company shall
include in any such Registration (A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons or
entities, other than the Investors 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
Investors exercising their rights to register their Registrable Securities pursuant to Section 2.02(a), pro rata based on
the number of Registrable Securities that each Investor has requested be included in such Underwritten Registration and the aggregate
number of Registrable Securities that the Investors have requested to be included in such Underwritten Registration, 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 Ordinary Shares or other equity securities that the Company desires to sell, 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 Ordinary Shares or other equity securities for the account of
other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons
or entities, which can be sold without exceeding the Maximum Number of Securities.


 


(c) Piggyback Registration
Withdrawal. Any Investor of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason
whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw
from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such
Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons
pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with
a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary
in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration
prior to its withdrawal under this Section 2.02(c).


 


(d) Unlimited Piggyback
Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.02 hereof shall not be counted
as a Registration pursuant to a Demand Registration effected under Section 2.01 hereof.


 


Section 2.03
Registrations on Form S-3. The Investors of Registrable Securities may at any time, and from time to time, request in
writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the
Commission), register the resale of any or all of their Registrable Securities on Form S-3 or any similar short form Registration
Statement that may be available at such time (“Form S-3”); provided, however, that the Company
shall not be obligated to effect such request through an Underwritten Offering. Within five days of the Company’s receipt of a written
request from an Investor or Investors of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written
notice of the proposed Registration on Form S-3 to all other Investors of Registrable Securities, and each Investor of Registrable
Securities who thereafter wishes to include all or a portion of such Investor’s Registrable Securities in such Registration on Form S-3
shall so notify the Company, in writing, within 10 days after the receipt by the Investor of the notice from the Company. As soon as practicable
thereafter, but not more than 12 days after the Company’s initial receipt of such written request for a Registration on Form S-3,
the Company shall register all or such portion of such Investor’s Registrable Securities as are specified in such written request,
together with all or such portion of Registrable Securities of any other Investor or Investors joining in such request as are specified
in the written notification given by such Investor or Investors; provided, however, that the Company shall not be obligated
to effect any such Registration pursuant to Section 2.03 hereof if (i) a Form S-3 is not available for such offering;
or (ii) the Investors of Registrable Securities, together with the Investors of any other equity securities of the Company entitled
to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate
price to the public of less than $10,000,000.


 


Section 2.04
Restrictions on Registration Rights. If: (a) during the period starting with the date 60 days prior to the Company’s
good faith estimate of the date of the filing of, and ending on a date 120 days after the effective date of, a Company initiated Registration
and provided that the Company has delivered written notice to the Investors prior to receipt of a Demand Registration pursuant to Section 2.01(a) and
it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective;
(b) the Investors have requested an Underwritten Registration and the Company and the Investors 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 (x) materially
interfere with a significant acquisition, corporate organization or other similar transaction involving the Company, (y) require
the Company to make an Adverse Disclosure or (z) render the Company unable to comply with requirements under the Securities Act or
Exchange Act; provided, that in such event the Holders of a majority-in-interest of the Registrable Securities initiating a Demand Registration
shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted
Demand Registrations hereunder and the Company shall pay all Registration Expenses in connection with such Registration. The Company may
delay a Demand Registration hereunder only twice in any period of twelve consecutive months.


 


ARTICLE III
COMPANY PROCEDURES


 


Section 3.01
General Procedures. If at any time on or after the date the Company consummates a Business Combination the Company is
required to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit
the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company
shall, as expeditiously as possible:


 


(a) 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;


 






    9


     


    

 


(b) prepare and file with
the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as
may be requested by the Investors 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;


 


(c) prior to filing a Registration
Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Investors
of Registrable Securities included in such Registration, and such Investors’ 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 Investors of Registrable Securities included in such Registration or the legal counsel
for any such Investors may request in order to facilitate the disposition of the Registrable Securities owned by such Investors;


 


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


 


(e) 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;


 


(f) 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;


 


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


 






    10


     


    

 


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


 


(i) notify the Investors
at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening
of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement,
and then to correct such Misstatement as set forth in Section 3.04 hereof;


 


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


 


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


 


(l) on the date the Registrable
Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company
for the purposes of such Registration, addressed to the Investors, 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 Investors, placement
agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters,
and reasonably satisfactory to a majority in interest of the participating Investors;


 


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


 


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


 






    11


     


    

 


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


 


(p) otherwise, in good
faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Investors, in connection with
such Registration.


 


Section 3.02
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by
the Investors that the Investors shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’
commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all reasonable fees and expenses of any legal counsel representing the Investors.


 


Section 3.03
Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity
securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (a) agrees to sell such
person’s securities on the basis provided in any underwriting arrangements approved by the Company and (b) completes and executes
all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents
as may be reasonably required under the terms of such underwriting arrangements.


 


Section 3.04
Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus
contains a Misstatement, each of the Investors shall forthwith discontinue disposition of Registrable Securities until it has received
copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare
and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the
Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement
in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such
Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the
Company may, upon giving prompt written notice of such action to the Investors, 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 30 days, determined in good faith by the
Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Investors 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 Investors of the expiration
of any period during which it exercised its rights under this Section 3.04.


 






    12


     


    

 


Section 3.05
Reporting Obligations. As long as any Investor shall own Registrable Securities, the Company, at all times while it shall be
a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of
the Exchange Act and to promptly furnish the Investors with true and complete copies of all such filings. The Company further covenants
that it shall take such further action as any Investor may reasonably request, all to the extent required from time to time to enable
such Investor to sell Ordinary Shares held by such Investor 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 Investor, the Company shall deliver to such Investor a written certification
of a duly authorized officer as to whether it has complied with such requirements.


 


Section 3.06
Limitations on Registration Rights. Notwithstanding anything herein to the contrary, (i) Cantor may not exercise their
rights under Sections 2.01 and 2.02 hereunder after five (5) and seven (7) years after the effective date of the registration
statement relating to the Company’s initial public offering, respectively, and (ii) Cantor, the other underwriters in the Offering
and/or their designees may not exercise their rights under Section 2.01 more than one time.


 


ARTICLE IV
INDEMNIFICATION AND CONTRIBUTION


 


Section 4.01
Indemnification by the Company. The Company agrees to indemnify, to the extent permitted by law, each Investor of Registrable
Securities, its officers and directors and each person who controls such Investor (within the meaning of the Securities Act) against all
losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of
material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto
or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading,
except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Investor expressly
for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters
(within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the
Investor.


 


Section 4.02
Indemnification by Investors. In connection with any Registration Statement in which an Investor of Registrable Securities
is participating, such Investor shall furnish to the Company in writing such information and affidavits as the Company reasonably requests
for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company,
its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any
losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue
statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement
thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but
only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such
Investor expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and
several, among such Investors of Registrable Securities, and the liability of each such Investor of Registrable Securities shall be in
proportion to and limited to the net proceeds received by such Investor from the sale of Registrable Securities pursuant to such Registration
Statement. The Investors of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls
such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification
of the Company.


 






    13


     


    

 


Section 4.03
Indemnification Procedures. Any person entitled to indemnification herein shall (a) give prompt written notice to the
indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall
not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying
party) and (b) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying
parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any
settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party
who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than
one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any
indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect
to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter
into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party
pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant
or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.


 


Section 4.04
Effect of Investigation. The indemnification provided for under this Agreement shall remain in full force and effect regardless
of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified
party and shall survive the transfer of securities. The Company and each Investor holding Registrable Securities participating in an offering
also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the
Company’s or such Investor’s indemnification is unavailable for any reason.


 


Section 4.05
Contribution. If the indemnification provided under Section 4.01 hereof from the indemnifying party is unavailable
or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to
herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by
the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect
the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative
fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made
by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified
party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however,
that the liability of any Investor under this Section 4.05 shall be limited to the amount of the net proceeds received by
such Investor 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 Section 4.01, Section 4.02
and Section 4.03 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 Section 4.05
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 Section 4.05. 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 Section 4.05 from any person who was not guilty of
such fraudulent misrepresentation.


 






    14


     


    

 


ARTICLE V
MISCELLANEOUS


 


Section 5.01
Notices. Any notice or communication under this Agreement must be in writing and given by (a) deposit in the United States
mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (b) delivery
in person or by courier service providing evidence of delivery, or (c) transmission by hand delivery, electronic mail, telecopy,
telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed
sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it
is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at
such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is
refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to:
One World Trade Center, Suite 8500, New York, NY 10007, and, if to any Investor, at such Investor’s address or contact information
as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by
written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such
notice as provided in this Section 5.01.


 


Section 5.02
Assignment; No Third Party Beneficiaries.


 


(a) 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.


 


(b) Prior to the expiration
of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Investor may assign or delegate such
Investor’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable
Securities by such Investor to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions
set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the
case may be, the Investor may assign or delegate such Investor’s rights, duties or obligations under this Agreement, in whole or
in part, to any transferee.


 






    15


     


    

 


(c) 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 Investors, which shall include Permitted Transferees.


 


(d) 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 5.02 hereof.


 


(e) No assignment by any
party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until
the Company shall have received (i) written notice of such assignment as provided in Section 5.01 hereof and (ii) the
written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement
(which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as
provided in this Section 5.02 shall be null and void.


 


Section 5.03
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.


 


Section 5.04
Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE
PARTIES EXPRESSLY AGREE THAT (A) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED
TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW
PROVISIONS OF SUCH JURISDICTION AND (B) 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.


 


Section 5.05
Amendments and Modifications. Upon the written consent of the Company and the Investors of at least a majority in interest
of the then outstanding Registrable Securities (which majority interest must include the underwriters in the Offering if such amendment
or modification affects in any way the rights of the underwriters in the Offering hereunder), compliance with any of the provisions, covenants
and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified;
provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one
Investor, solely in its capacity as a holder of the shares of the Company, in a manner that is materially different from the other Investors
(in such capacity) shall require the consent of the Investor so affected. No course of dealing between any Investor or the Company and
any other party hereto or any failure or delay on the part of a Investor or the Company in exercising any rights or remedies under this
Agreement shall operate as a waiver of any rights or remedies of any Investor 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.


 






    16


     


    

 


Section 5.06
Other Registration Rights. The Company represents and warrants that no person, other than an Investor of Registrable Securities,
has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in
any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further,
the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms
and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement
shall prevail.


 


Section 5.07
Term. This Agreement shall terminate upon the earlier of (a) the tenth anniversary of the date of this Agreement or (b) the
date as of which (i) 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 (ii) the Investors of all Registrable Securities are permitted to sell the
Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities
sold or the manner of sale. The provisions of Section 3.05 and ARTICLE IV shall survive any termination.


 


[SIGNATURE PAGES FOLLOW]


 






    17


     


    







 


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


 


	 	COMPANY:
	 	Stonebridge
    acquisition corporation
	 	 
	 	a Cayman Islands exempted company
	 	 
	 	By:	/s/
Bhargava Marepally
	 	 	Name: 	Bhargava Marepally
	 	 	Title:	Chief Executive Officer 
	 	 	 	 
	 	 	 	 
	 	INVESTORS:
	 	stonebridge acquisition Sponsor LLC
	 	 
	 	A Delaware limited liability company
	 	 
	 	By:	
    BP SPAC Sponsor LLC

a Texas limited liability company

Its managing member

	 	 	 
	 	
    By:
	
    /s/ Prabhu Antony

	 	 	Name:	Prabhu Antony

	 	 	Title:	Managing Member
	 	 	 	 
	 	 	 	 
	 	Cantor Fitzgerald & Co.
	 	 
	 	
    By:
	
    /s/ Sage Kelly

	 	 	Name:	Sage Kelly
	 	 	Title:	Senior Managing
Director
	 	 	 	 
	 	 	 	 
	 	ODEON CAPITAL GROUP, LLC
	 	 
	 	
    By:
	
    /s/ Andrew Feldschreiber

	 	 	Name:	Andrew Feldschreiber
	 	 	Title:	Managing Director


 


[Signature
Page to Registration Rights Agreement]