Exhibit 10.4


 


REGISTRATION RIGHTS AGREEMENT


 


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


 


RECITALS


 


WHEREAS,
the Sponsor and certain other Holders collectively own an aggregate of 8,625,000 shares of the Company’s Class B common stock,
par value $0.0001 per share (the “Founder Shares”), up to 1,125,000 of which are subject to forfeiture depending on
the extent to which the underwriters of the Company’s initial public offering exercise their overallotment option;


 


WHEREAS,
the Founder Shares are convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (“Common
Stock”), on the terms and conditions provided in the Company’s amended and restated certificate of incorporation, as may
be amended from time to time;


 


WHEREAS,
on [●], 2021, the Company and the Sponsor entered into that certain Sponsor Warrants Purchase Agreement, pursuant to which the Sponsor
agreed to purchase 5,416,666 warrants (or up to 6,016,666 warrants depending on the extent to which the underwriters in the Company’s
initial public offering exercise over-allotment option) (the “Private Placement Warrants”) in a private placement transaction
to close substantially concurrently with the closing of the Company’s initial public offering; each Private Placement Warrant entitles
the holder thereof to purchase one share of Common Stock at a price of $11.50 per share;


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with its search for and consummation of an initial Business Combination,
the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may loan to the Company funds as the
Company may require, of which up to $1,500,000 of such loans may be convertible into private placement-warrants (“Working
Capital Warrants”) at a price of $1.50 per warrant at the option of the lender; 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 representations, covenants and agreements contained herein, and certain other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:


 


Article I


 


DEFINITIONS


 


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


 


“Adverse Disclosure” shall mean
any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chairman, Chief Executive
Officer, President, Secretary or Chief 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
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 Holder” shall have
the meaning given in subsection 2.1.1.


 


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


 


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


 


“Form S-3” shall have the
meaning given in subsection 2.3.1.


 


“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 Company’s initial Business Combination, (x) the date on which the
last reported sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after the Company’s
initial Business Combination or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization
or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their shares
of Common Stock for cash, securities or other property.


 


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


 


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


 


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


 






    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 case of a Prospectus, in the light of the circumstances
under which they were made) not misleading.


 


“Permitted Transferees” shall
mean, during the Founder Shares Lock-Up Period or Private Placement Lock-Up Period, as the case may be, 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 and any Common Stock issued or issuable upon the exercise or conversion of the
Private Placement Warrants 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.


 


“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 Securities” shall
mean (a) the shares of Common Stock issued or issuable upon the conversion of any Founder Shares, (b) the Private Placement
Warrants (including any shares of Common Stock issued or issuable upon the exercise of any Private Placement Warrant) and any Working
Capital Warrants (including any shares of Common Stock issued or issuable upon the exercise of any Working Warrant), (c) any outstanding
share of Common Stock or any other equity securities (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 or acquired by a Holder prior to the consummation
of the Company’s initial Business Combination, and (d) any other equity securities of the Company or any of its subsidiaries,
or any successor, issued or issuable with respect to any such share of Common Stock by way of a stock dividend or stock split or in connection
with a combination of shares, recapitalization, merger, consolidation, spin-off or reorganization; provided, however, that,
as to any particular Registrable Securities, 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 pursuant to such Registration Statement; (B) such securities shall have ceased to be outstanding;
(C) such securities have been sold without registration pursuant to Section 4(a)(l) of the Securities Act or Rule 144
or Rule 145 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission); (D) such
securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction
or (E) such securities do not constitute “restricted securities” or “control securities” as such terms are
understood within the meaning of the Securities Act.


 


“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.


 






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“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 outside counsel for
the Underwriters in connection with blue sky qualifications of Registrable Securities);



 


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



 


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



 


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



 


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



 


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


 


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


 


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


 


“Shelf” shall have the meaning
given in subsection 2.3.1.


 


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


 


“Subsequent Shelf Registration”
shall have the meaning given in subsection 2.3.2.


 


“Takedown Requesting Holder”
shall have the meaning given in subsection 2.3.3.


 


“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.


 


“Underwritten Shelf Takedown”
shall have the meaning given in subsection 2.3.3.


 


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


 






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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, the Holders of at least fifteen percent (15%) in
interest of the then outstanding number of Registrable Securities (the “Demanding Holders”) may make a written demand
for Registration under the Securities Act of all or part of 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.


 


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.


 


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.


 






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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
shares of Common Stock or other equity securities that the Company desires to sell and the shares of 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) 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.


 


2.1.5        Demand
Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest
of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to 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 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 notwithstanding its withdrawal under this subsection 2.1.5.


 






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2.2           Piggyback
Registration.


 


2.2.1        Piggyback
Rights. If, at any time on or after the date the Company consummates an 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),
or otherwise effect an underwritten offering of securities, other than with respect to 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 shares of the Common Stock that the Company desires to sell, taken together with (i) the shares of
Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or
entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has
been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock, if any, as to which Registration
has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds
the Maximum Number of Securities, then:


 


(a)          If
the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the
shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number
of Securities; (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, based on the respective number of Registrable Securities that each Holder has so requested exercising its rights to
register its Registrable Securities pursuant to subsection 2.2.1 hereof, 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 shares of 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 shares of 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, based on the respective
number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number
of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, which can be sold without
exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which
can be sold without exceeding the Maximum Number of Securities; 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 shares of 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 notwithstanding 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.


 






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2.3           Shelf
Registrations.


 


2.3.1        Any
Holder 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 subsection
2.3.1 (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 including block sales, underwritten offerings, agented transactions,
sales directly into the market and other customary provisions. 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) 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 file with the Commission a Registration Statement on Form S-1 or Form S-3 (which in either case shall be filed
pursuant to Rule 415 under the Securities Act as a secondary- only registration statement) to 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 and
the Company shall use its best efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof,
but no later than the earlier of (1) the 60th calendar day after the filing thereof (or 90th calendar day if the Commission notifies
the Company that it will “review” the Registration Statement) and (2) the fifth business day after the date the Company
is notified by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review;
provided, however, that the Company shall not be obligated to effect any such Registration pursuant to this subsection
2.3.1 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 the public resale of the Registrable Securities and in compliance with the provisions of the Securities
Act until such time as there are no longer any Registrable Securities included or required to be included on such Shelf. The Shelf shall
contain a Prospectus in such form as to permit any Holder to sell its Registrable Securities pursuant to Rule 415 under the Securities
Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such
Registration Statement, and the Company shall file with the Commission the final form of such Prospectus pursuant to Rule 424 (or
successor thereto) under the Securities Act no later than the first (1st) Business Day after the Shelf becomes effective 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.


 


2.3.2        If
any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities included thereon are
still outstanding, the Company shall use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf
to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness
of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner
reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration
statement (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities including on such
Shelf, and pursuant to any method or combination of methods legally available to, and requested by, any Holder. If a Subsequent Shelf
Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration
to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and (ii) keep such
Subsequent Shelf Registration 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 thereon. Any such Subsequent Shelf Registration shall be on Form S-3
to the extent that the Company is eligible to use such form; otherwise, such Subsequent Shelf Registration shall be on another appropriate
form. In the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the
Company, upon request of such a Holder shall promptly use its commercially reasonable efforts to cause the resale of such Registrable
Securities to be covered by either, at the Company’s option, a Shelf (including by means of a post-effective amendment) or a Subsequent
Shelf Registration and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf
Registration shall be subject to the terms hereof; provided, however, the Company shall only be required to cause such Registrable Securities
to be so covered once annually after inquiry of the Holders.


 






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2.3.3.       At any time and from time to time after a Shelf has been declared effective by the Commission, the Holders of at least fifteen
percent (15%) in interest of the then outstanding number of Registrable Securities may request to sell all or any portion of its Registrable
Securities in an underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”);
provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities with
a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed,
in the aggregate, $5,000,000. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company at least
48 hours prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable
Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions)
of such Underwritten Shelf Takedown. The Company shall include in any Underwritten Shelf Takedown the securities requested to be included
by any Holder (each a “Takedown Requesting Holder”) at least 24 hours prior to the public announcement of such Underwritten
Shelf Takedown pursuant to written contractual piggyback (or other applicable) registration rights of such Holder (including to those
set forth herein). The majority-in-interest of the Takedown Requesting Holders shall have the right to select the underwriter(s) for
such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior
approval which shall not be unreasonably withheld, conditioned or delayed. For purposes of clarity, any registration effected pursuant
to this subsection 2.3.3 shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1
hereof.


 


2.3.4.       If the managing Underwriter
or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Sponsor and the Takedown Requesting Holders
(if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Takedown Requesting Holders (if
any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell, exceeds
the Maximum Number of Securities, then the Company shall include in such Underwritten Shelf Takedown, as follows: (i) first, the
Registrable Securities of the Takedown Requesting Holders that can be sold without exceeding the Maximum Number of Securities, determined
Pro Rata based on the respective number of Registrable Securities that each Takedown Requesting Holder has so requested to be included
in such Underwritten Shelf Takedown; (ii) second, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clause (i), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without
exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clauses (i) and (ii), any other shares of Common Stock or other equity securities of the Takedown Requesting
Holders, if any, that can be sold without exceeding the Maximum Number of Securities, determined Pro Rata based on the respective number
of Registrable Securities that each Takedown Requesting Holder has so requested to be included in such Underwritten Shelf Takedown.


 


2.3.5.       Each Holder shall have
the right to withdraw from an Underwritten Shelf Takedown for any or no reason whatsoever upon written notification to the Company and
the Underwriter or Underwriters (if any) of its intention to withdraw from such Underwritten Shelf Takedown prior to the public announcement
of such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for
the Registration Expenses incurred in connection with an Underwritten Shelf Takedown prior to a withdrawal under this subsection 2.3.5.


 


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,
the Chief Executive Officer, the President or the Secretary of the Company 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, the Company shall not be required
to effect or permit any Registration or cause any Registration Statement to 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.


 






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Article III


 


COMPANY
PROCEDURES


 


3.1           General
Procedures. If at any time on or after the date the Company consummates an initial 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 with Registrable Securities registered on such Registration
Statement 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, furnish a copy thereof to each Holder of such Registrable Securities or its counsel and provide such Holders,
promptly upon receipt thereof, copies of any comment letters received with respect to any such Registration Statement or Prospectus;


 


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


 


3.1.11      obtain
a “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 “comfort” letters as the managing Underwriter
may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;


 






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


 


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), which for the avoidance of doubt, will be deemed satisfied by the filing of periodic reports required by
the Exchange Act;


 


3.1.15      if
the Registration or an Underwritten Offering 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 Registration and/or 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. The Company also shall pay all of its internal expenses
(including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense
of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to
be registered on each securities exchange on which similar securities issued by the Company are then listed. Each person that sells securities
hereunder shall bear and pay Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and transfer taxes
applicable to the securities sold for such person’s account.


 


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


 






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3.4           Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains
a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received
copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare
and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing
by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration
Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion
in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control,
the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend
use of, such Registration Statement for the shortest period of time, but in no event in an aggregate of more than ninety (90) days (which
need not be consecutive) 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;
provided, however, the Holders shall be entitled to consummate any sale pursuant to a contract entered into, or order placed, by a Holder
prior to receipt of notice described in the preceding sentence. 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 that may be sold pursuant to Rule 144 only if the Company
is in compliance with the current public information requirement under Rule 144(c)(1) (or Rule 144(i)(2), if applicable),
the Company will use its reasonable best efforts to make and keep public information available, as those terms are understood and defined
in Rule 144. 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 use its reasonable best efforts to file timely (without given effect to any extensions pursuant to
Rule 12b-25 under the Exchange Act) all reports required to be filed by the Company after the date hereof pursuant to Sections
13 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. Upon the request of any Holder, the Company shall deliver to such
Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.


 


Article IV


 


INDEMNIFICATION
AND CONTRIBUTION


 


4.1           Indemnification.


 


4.1.1        The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors and agents
and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and
out-of-pocket expenses (including, without limitation reasonable attorneys’ fees) resulting from 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 or affidavit so 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.


 






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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, officers and agents and each
person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket
expenses (including, without limitation reasonable attorneys’ fees) resulting from 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,
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 he, she or 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) which 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 or which includes an admission as to fault, culpability or
failure to act on the part of such indemnified party.


 


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.


 






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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 out-of-pocket 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 out-of-pocket 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 (less the aggregate amount of any damages or other amounts such Holder has otherwise
been required to pay (pursuant to this Section 4.1 or otherwise). 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 out-of-pocket expenses reasonably incurred by such party in connection with
any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection
4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations
referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such
fraudulent misrepresentation.


 


Article V


 


MISCELLANEOUS


 


5.1           Notices.
Any notice or communication under this Agreement must be in writing and given by (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 or electronic mail. Each notice or communication
that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent and received,
in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered
by courier service, hand delivery or electronic mail, at such time as it is delivered to the addressee (with the delivery receipt or the
affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this
Agreement must be addressed, if to the Company, to: Banyan Acquisition Corporation, 400 Skokie Blvd., Suite 280, Northbrook, Illinois
60062, email: keith@middletonpartners.net, with a copy (which shall not be deemed to constitute notice) to: Katten Muchin Rosenman LLP,
575 Madison Avenue, New York, NY 10022, email: mark.wood@katten.com; brian.hecht@katten.com and evan.borenstein@katten.com, and, if to
any Holder, at such Holder’s address as set forth in the Company’s books and records. Any party may change its address for
notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective
thirty (30) days after delivery of such notice as provided in this Section 5.1.


 






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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 and only if such Permitted Transferee agrees to become bound by the
transfer restrictions set forth in this Agreement.


 


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 and all persons entitled to indemnification pursuant to
Section 4 hereof.


 


5.2.4        This
Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than persons entitled to indemnification
pursuant to Section 4 hereof or 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.


 


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


 


5.4           Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY
AGREE THAT (I) THIS AGREEMENT AND ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT 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 AND ANY ACTION DIRECTLY
OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.


 


5.5           TRIAL
BY JURY. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY
TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 






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5.6           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.


 


5.7           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.


 


5.8           Term.
This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement and (ii) the date
as of which no Registrable Securities remain outstanding. The provisions of Section 3.5 and Article IV shall survive
any termination.


 


5.9           Holder
Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable Securities held
by such Holder in order for the Company to make determinations hereunder. The obligations of each Holder hereunder are several
and not joint with the obligations of any other Holder, and no provision of this Agreement is intended to confer any obligations on any
Holder vis-à-vis any other Holder. Nothing contained herein, and no action taken by any Investor pursuant hereto, shall be deemed
to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that
the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated herein.


 


5.10         Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part
of this Agreement. Unless the context otherwise required: (i) the use of the word “including” herein shall mean “including
without limitation,” (ii) all references to Sections, Schedules or Exhibits are to Sections, Schedules or Exhibits contained
in or attached to this Agreement, and (iii) words in the singular or plural include the singular and plural, and pronouns stated
in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter.


 


[SIGNATURE PAGES FOLLOW]


 









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


 


	 	COMPANY:
	 	 
	 	BANYAN ACQUISITION CORPORATION
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


 


	 	HOLDERS:
	 	 
	 	BANYAN ACQUISITION SPONSOR LLC
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


 


	 	 
	 	Keith Jaffee
	 	

	 	Jerry Hyman
	 	

	 	Bruce Lubin
	 	

	 	Kimberley Gill Rimsza
	 	

	 	Otis Carter
	 	

	 	George Courtot
	 	

	 	Brett Biggs


 


[Signature Page to
Registration Rights Agreement]





 






    


     


    

 


Other Holders:


 


	[_____________________]
	 
	By:	        	 
	 	Name:	                                                                        	 
	 	Title:	 	 


 






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