Exhibit 10.3


 


REGISTRATION RIGHTS
AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 26, 2021, is made and entered into by and
among Williams Rowland Acquisition Corp., a Delaware corporation (the “Company”), Williams Rowland Sponsor LLC,
a Delaware limited liability company, and WRAC Ltd, a Guernsey company (collectively, the “Sponsor” and the
“Founders”), and the undersigned parties listed under Holder on the signature page hereto (each such party,
together with the Founders, members of the Founders and any person or entity who hereafter becomes a party to this Agreement pursuant
to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”). 


 


RECITALS


 


WHEREAS,
the Company and the Sponsor have entered into those certain Subscription Agreements dated as of April
14, 2021, pursuant to which the Sponsor purchased an aggregate of 5,750,000 shares (the “Initial
Sponsor Founder Shares”) of the Company’s common stock, par value $0.0001 per share
(“the Common Stock”);


 


WHEREAS,
the Founders own 5,750,000 shares of the Company’s common stock, par value $0.0001 per share (the “Founder Shares”);


 


WHEREAS,
up to an aggregate of 750,000 Founder Shares are subject to forfeiture by the Founders if the over-allotment option in connection with
the Company’s initial public offering is not exercised in full;


 


WHEREAS,
in July 2021, the Sponsor forfeited 375,000 of the Initial Sponsor Founder Shares (the “Forfeited Sponsor Founder Shares”),
and (i) D. E. Shaw Valence Portfolios, L.L.C., (ii) certain investment funds and accounts managed by Radcliffe Capital Management,
L.P., and (iii) certain investment funds and accounts managed by Shaolin Capital Management LLC (collectively,
the “Anchor Investors”) each purchased from the Company 125,000 shares of Common Stock (the “Anchor Investor Founder
Shares” and, together with the Initial Sponsor Founder Shares (other than the Forfeited Sponsor Founder Shares), the “Founder
Shares”);


 


WHEREAS,
pursuant to separate agreements with the Company, the Sponsor agreed to purchase an aggregate of 9,900,000 warrants (or up to 11,100,000
warrants if the over-allotment option in connection with the Company’s initial public
offering is exercised in full) (the “Private Placement Warrants”), in a private placement transaction occurring
simultaneously with the closing of the Company’s initial public offering, each Private Placement Warrant entitling the holder to
purchase one warrant at an exercise price of $1.00 per warrant; 


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an initial Business Combination, the Founders or certain
of the Company’s officers and directors may loan to the Company funds as the Company may require, of which up to $1,000,000 of such
loans may be convertible into warrants (“Working Capital Warrants”) at a price of $1.00 per warrant; and


 


WHEREAS,
the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration
rights with respect to certain securities of the Company, as set forth in this Agreement.


 






     


     


    

 


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


 


ARTICLE I

DEFINITIONS 


 


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


 


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


 


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


 


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


 


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


 


 “Commission”
shall mean the U.S. Securities and Exchange Commission.


 


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


 


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


 


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


 


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


 


 “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


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


 


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


 


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


 


 “Founder
Shares Lock-Up Period” shall mean, 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 and (b) subsequent to the completion of the Company’s initial
Business Combination, (x) if the last reported sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock
splits, stock capitalizations, 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, capital stock exchange or other similar transaction after the Company’s initial Business Combination 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.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


 “Private
Placement Lock-Up Period” shall mean, with respect to Private Placement Warrants, including any of the shares of Common
Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers
of the Private Placement Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Company’s
initial Business Combination.


 


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


 


 “Pro
Rata” shall have the meaning given in subsection 2.1.4.


 


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


 


 “Registrable
Security” shall mean (a) the shares of Common Stock issued or issuable upon the conversion of any Founder Shares, (b) the
Private Placement Warrants (including any shares of the Common Stock issued or issuable upon the exercise of any Private Placement Warrant),
(c) any outstanding shares of Common Stock or any other equity security (including the shares of Common Stock issued or issuable upon
the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement, (d) any equity securities
(including the shares of Common Stock issued or issuable upon the exercise of any such equity security) of the Company issuable upon conversion
of any working capital loans in an amount up to $1,000,000 made to the Company by a Holder (including the Working Capital Warrants, which
include, any warrants included in such Working Capital Warrants and any shares of Common Stock issued or issuable upon the exercise of
the warrants included in such Working Capital Warrants), and (e) any other equity security of the Company issued or issuable with respect
to any such shares of Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security, such securities
shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with
such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing
a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall
not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be
sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the
Commission) (but with no volume or other restrictions or limitations); or (E) such securities have been sold to, or through, a broker,
dealer or underwriter in a public distribution or other public securities transaction. 


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


 “Shelf”
shall have the meaning given in Section 2.3.


 


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


 


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


 


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


 


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


 






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ARTICLE II

REGISTRATIONS 


 


2.1 Demand Registration. 


 


2.1.1
Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time
and from time to time on or after the date the Company consummates the initial Business Combination (i) the Sponsor or (ii) the Holders
of at least thirty percent (30%) in interest of the then outstanding number of Registrable Securities (excluding Registrable Securities
held by the Sponsor and its Permitted Transferees) (the Sponsor or such Holders, as the case may be, the “Demanding Holders”)
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 ten (10) days of the Company’s
receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of
Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration
pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such
Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after
the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting
Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration
pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, the Registration of all Registrable
Securities requested by the Demanding Holder(s) and Requesting Holder(s) pursuant to such Demand Registration, including by filing a Registration
Statement relating thereto as soon as practicable, but not more than forty five (45) days immediately after the Company’s receipt
of the Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations
pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities; provided,
however, that (i) this limitation shall not apply to any Demand Registration initiated by the Sponsor, which shall be governed
by Section 3.6 and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration
statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities
requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold,
in accordance with Section 3.1 of this Agreement. 


 


2.1.2
Effective Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement,
a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed
with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and
(ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further,
that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant
to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or
any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective,
unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated and (ii) a majority-in-interest of the
Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly
notify the Company in writing, but in no event later than five (5) days, of such election; provided, further, that the Company
shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed
with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.


 


 2.1.3
Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest
of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant
to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder
(if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such
Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided
herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3
shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest
of the Demanding Holders initiating the Demand Registration. 


 


2.1.4
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand
Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar
amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together
with all other Common Stock or other equity securities that the Company desires to sell and the Common Stock, if any, as to which a Registration
has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders who desire to
sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely
affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum
dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then
the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and
the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting
Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the
Demanding Holders and Requesting Holders 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 Common Stock or other equity
securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to
the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Common Stock 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. 


 






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2.1.5
Demand Registration Withdrawal. The Sponsor (in the case of a Registration under subsection 2.1.1 demanded by the Sponsor),
a majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting Holders (if
any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand
Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of
their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission
with respect to the Registration of their Registrable Securities pursuant to such Demand Registration (or in the case of an Underwritten
Registration pursuant to Rule 415 under the Securities Act, at least two (2) business days prior to the time of pricing of the applicable
offering). Notwithstanding anything to the contrary in this Agreement, (i) the Company may effect any Underwritten Registration pursuant
to any then effective Registration Statement, including a Form S-3, that is then available for such offering and (ii) the Company
shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior
to its withdrawal under this subsection 2.1.5; provided that if the Company pays such expenses related to a Demand Registration
initiated by the Sponsor, such registration shall count as a Demand Registration for purposes of Section 3.6. 


 


2.2 Piggyback Registration. 


 


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


 


2.2.2
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be
a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback
Registration in writing that the dollar amount or number of the shares of Common Stock that the Company desires to sell, taken together
with (i) 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, (ii) the Registrable Securities as to which registration
has been requested pursuant to Section 2.2 hereof, and (iii) the Common Stock, if any, as to which Registration has been requested
pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number
of Securities, then: 


 


(a)
If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Common
Stock 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 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 Common Stock, if any, as to which Registration has been requested pursuant
to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum
Number of Securities; 


 






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(b)
If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company
shall include in any such Registration (A) first, 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 2.2.1, 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 Common Stock 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 Common Stock or other equity securities for the account of other persons or entities
that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can
be sold without exceeding the Maximum Number of Securities. 


 


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


 


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


 


 2.3
Shelf Registrations. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the
Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the
resale of any or all of their Registrable Securities on Form S-3 or any similar short form registration statement that may be available
at such time (“Form S-3”), or if the Company is ineligible to use Form S-3, on Form S-1; a registration
statement filed pursuant to this Section 2.3 (a “Shelf”) shall provide for the resale of the Registrable
Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder. Within
three (3) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration
on a Shelf, the Company shall promptly give written notice of the proposed Registration to all other Holders of Registrable Securities,
and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities
in such Registration shall so notify the Company, in writing, within three (3) business days after the receipt by the Holder of the notice
from the Company. As soon as practicable thereafter, but not more than ten (10) days after the Company’s initial receipt of such
written request for a Registration on a Shelf, the Company shall register all or such portion of such Holder’s Registrable Securities
as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining
in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall
not be obligated to effect any such Registration pursuant to this Section 2.3 if the Holders of Registrable Securities,
together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the
Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $5,000,000. The
Company shall maintain each Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments,
including post-effective amendments, and supplements as may be necessary to keep such Shelf continuously effective, available for use
and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities included
on such Shelf. In the event the Company files a Shelf on Form S-1, the Company shall use its commercially reasonable efforts to convert
the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. 


 






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


 


ARTICLE III

COMPANY PROCEDURES 


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


3.1.16
otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in
connection with such Registration. 


 


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


 


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


 


3.4
Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus
contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has
received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants
to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised
in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration
Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion
in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control,
the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend
use of, such Registration Statement for the shortest period of time, but in no event more than ninety (90) days in any 12-month period,
determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding
sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating
to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders
of the expiration of any period during which it exercised its rights under this Section 3.4. 


 


3.5
Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting
company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace
period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act
and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take
such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares
of the 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, to the extent such exemption is available to Holders at such time. 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. 


 






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ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION 


 


4.1 Indemnification. 


 


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


 


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


 


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


 


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


 


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


 






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ARTICLE V

MISCELLANEOUS 


 


5.1
Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States
mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery
in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy,
telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed
sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it
is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at
such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is
refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to:
450 Post Road East, Westport, CT 06880, Attention: David B. Williams and Jonathan D. Rowland, with copy to: Loeb & Loeb LLP,
345 Park Avenue, New York, New York 10154, Attention: Mitchell Nussbaum, Esq. and Giovanni Caruso, Esq., and, if to any Holder,
at such Holder’s address or facsimile number as set forth in the Company’s books and records. Any party may change its address
for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective
thirty (30) days after delivery of such notice as provided in this Section 5.1. 


 


5.2 Assignment; No
Third Party Beneficiaries. 


 


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


 


5.2.2
Prior to the expiration of the Founder Shares Lock-Up Period or the Private Placement Lock-Up Period, as the case may be, no Holder may
assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with
a transfer of Registrable Securities by such Holder to a Permitted Transferee, but only if such Permitted Transferee agrees to become
bound by the transfer restrictions set forth in this Agreement and other applicable agreements. 


 


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


 


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


 


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


 






    12


     


    

 


5.3
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof
shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any
such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable. 


 


5.4
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. 


 


5.5
Relationship of the Parties. For ease of administration, this Agreement is being
executed so as to enable each Holder identified on the signature pages to enter into this Agreement, severally, but not jointly. The
Company and each Holder agree with each other that (i) this Agreement shall be treated as if it were a separate agreement with respect
to each Holder listed on the signature page, as if each Holder had executed a separate registration rights agreement naming only itself
as a Holder, and (ii) no Holder listed on the signature page shall have any liability under this Agreement for the obligations of any
other Holder so listed. The decision of Holder to enter into this Agreement has been made by Holder independently of any other Holder.
Nothing contained herein or and no action taken by a Holder pursuant hereto or thereto, shall be deemed to constitute any Holder and
another Holder as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that any Holder
and another Holder are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by
this Agreement.


 


5.6
Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered
pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all
prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral
or written. 


 


5.7
Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES
EXPRESSLY AGREE THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS
AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF
SUCH JURISDICTION AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK
COUNTY IN THE STATE OF NEW YORK. 


 


5.8
Waiver of Trial by Jury. Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit,
counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement,
the transactions contemplated hereby, or the actions of the Sponsor in the negotiation, administration, performance or enforcement hereof. 


 


5.9
Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the
Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement
may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding
the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder
of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall
require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any
failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver
of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by
a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party. 


 


5.10
Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction
of any provision of this Agreement. 


 


5.11
Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed
under this Agreement, the Holders may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific
performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise
of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without
being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and
each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement
or now or hereafter available at law, in equity, by statute or otherwise. 


 


5.12
Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has
any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any
Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the
Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms
and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement
shall prevail. 


 


5.13
Term. This Agreement shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable Securities.
The provisions of Section 3.5 and Article IV shall survive any termination. 


 


5.14 Holder Information.
Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable Securities beneficially owned
by such Holder in order for the Company to make determinations hereunder.   

 


[SIGNATURE PAGES FOLLOW]


 




    13


     


    


 





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


 


	 	COMPANY:
	 	 	 
	 	Williams Rowland Acquisition Corp,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ David B. Williams
	 	Name:	David B. Williams
	 	Title:	Co-Chief Executive Officer
	 	 	 
	 	By:	/s/ Jonathan D. Rowland
	 	Name:	Jonathan D. Rowland
	 	Title:	Co-Chief Executive Officer
	 	 	 
	 	HOLDERS:
	 	 	 
	 	Williams Rowland Sponsor LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ David B.
    Williams
	 	Name:	David B. Williams
	 	Title:	Manager
	 	 	 
	 	WRAC Ltd,
	 	a Guernsey company
	 	 	 
	 	By:	/s/ Jonathan D. Rowland
	 	Name:	Jonathan D. Rowland
	 	Title:	Executive Chairman
	 	 	 
	 	HOLDERS:
	 	D. E. Shaw Valence Portfolios, L.L.C
	 	 	 
	 	By:	/s/ Edwin Jager
	 	Name:	Edwin Jager
	 	Title:	Authorized Signatory
	 	 	 
	 	Radcliffe Capital Management, L.P.
	 	 	 
	 	By:	/s/ Steven Katznelson
	 	Name:	Steven Katznelson
	 	Title	Authorized Signatory
	 	 	 
	 	DS Liquid DIV SCM LLC
	 	 	 
	 	By:	/s/ Lisa Munoz
	 	Name:	Lisa Munoz
	 	Title	Asst. Sec. FRM Investment Management (USA) LLC, its manager
	 	 	 
	 	MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC
	 	 	 
	 	By:	/s/ Carl Winter
	 	Name:	Carl Winter
	 	Title:	Authorized Signatory
	 	 	 
	 	Shaolin Capital Partners Master Fund Ltd
	 	 	 
	 	By:	/s/ Carl Winter
	 	Name: 	Carl Winter
	 	Title:	Authorized Signatory




 


[Signature Page to
Registration and Stockholder Rights Agreement]


 


 


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