Exhibit 4.2


 


890 5TH AVENUE PARTNERS, INC.


 


AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT


 


This Amendment No. 1 (this
 “Amendment”) to that certain Registration Rights Agreement dated as of January 11, 2021, by and among 890 5th Avenue
Partners, Inc., a Delaware corporation (the “Company”), and the Holders (as defined therein) party thereto (the “Registration
Rights Agreement”), is made effective as of June 24, 2021. All capitalized terms used herein and not otherwise defined shall
have the meanings assigned to them in the Registration Rights Agreement.


 


RECITALS


 


WHEREAS, pursuant to
Section 5.8 of the Registration Rights Agreement, 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 the
Registration Rights Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; and


 


WHEREAS, the undersigned
parties to this Amendment, constituting the Holders of at least a majority in interest of the Registrable Securities, desire to amend
the Registration Rights Agreement as provided in Section 1 of this Amendment.


 


NOW, THEREFORE,
THE PARTIES HERETO AGREE AS FOLLOWS:


 


1.    
The definition of “Private Placement Lock-Up Period” in Section 1.1 of the Registration Rights Agreement is amended
and restated in its entirety as follows:


 


“Private
Placement Lock-Up Period” shall mean, with respect to the Private Placement Units, including the Private Placement Warrants
and Common Stock included therein, and 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 Units or their Permitted Transferees, the period
ending 180 days after the completion of the Company’s initial Business Combination, subject to any earlier release provisions to
be agreed to by the Company and target company of such Business Combination.


 


2.    
The undersigned parties acknowledge and agree that Registration Rights Agreement will be amended to reflect the amendment authorized
pursuant to this Amendment and such amendment shall be binding on all Holders.


 


3.    
This Amendment may be executed by facsimile or electronic transmission and in any number of counterparts, each of which will be
deemed an original, but all of which together will constitute one and the same agreement. Facsimile and electronic copies of signed signature
pages will be deemed binding originals.


 


4.    
All terms and provisions of the Registration Rights Agreement shall continue in full force and effect except as expressly modified
by this Amendment.


 


5.    
This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts
of law provisions of the State of Delaware, or of any other state.


 






     


     


    

 


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


  


	 	COMPANY:
	 	 
	 	890 5th Avenue Partners, Inc.
	 	 
	 	By:	/s/ Adam Rothstein
	 	Name:	 Adam Rothstein
	 	Title:	 Executive Chairman
	 	 
	 	HOLDERS:
	 	 
	 	200 Park Avenue Partners, LLC
	 	 
	 	By:	/s/ Adam Rothstein
	 	Name:	 Adam Rothstein
	 	Title:	 Manager
	 	 
	 	PA 2 CO-Investment llc
	 	 
	 	By:	 /s/ Owen Littman
	 	Name:	 Owen Littman
	 	Title:	 Authorized Person
	 	 
	 	Craig-Hallum Capital Group LLC
	 	 
	 	By:	 /s/ William Hartfiel III
	 	Name:	 William Hartfiel III
	 	Title:	 Managing Partner
	 	 
	 	 	 /s/ John Lipman
	 	 	John Lipman
	 	 
	 	 	 /s/ Linda Yaccarino
	 	 	Linda Yaccarino
	 	 
	 	 	 /s/ Scott Flanders
	 	 	Scott Flanders
	 	 
	 	 	 /s/ David Bank
	 	 	David Bank
	 	 
	 	 	 /s/ Kelli Turner
	 	 	Kelli Turner
	 	 
	 	 	 /s/ Jon Jashni
	 	 	Jon Jashni, Trustee of The Jashni Family Trust dated 11/19/09


 


 


Signature
Page to Amendment No. 1 to Registration Rights Agreement of


890
5th Avenue Partners, Inc.