Exhibit 10.4


 


REGISTRATION RIGHTS AGREEMENT


 


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


 


RECITALS


 


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


 


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


 


ARTICLE I
DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Commission” shall mean
the Securities and Exchange Commission.


 


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


 


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


 


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


 


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


 


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


 






    


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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.


 


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


 


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


 


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


 


“Private Placement Lock-up Period”
shall mean, with respect to Private Placement Warrants that are held by the initial purchasers of such Private Placement Warrants or their
Permitted Transferees, and any of the Ordinary Shares or Warrants underlying the Private Placement Warrants and that are held by the initial
purchasers of the Private Placement Units or their Permitted Transferees, the period ending 30 days after the completion of the Company’s
initial Business Combination.


 


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


 






    


     


    

 


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


 


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


 


“Registrable Security”
shall mean (a) the Founder Shares and the Ordinary Shares issued or issuable upon the conversion of any Founder Shares, (b) the
Private Placement Warrants, (c) the Working Capital Warrants (and the underlying securities) of the Company issuable upon conversion
of any working capital loans in an amount up to $1,500,000 made to the Company by an Investor, if any, and (d) any other equity security
of the Company issued or issuable with respect to any such Ordinary Shares by way of a share dividend, share subdivision, share consolidation,
share capitalization or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided,
however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (i) a
Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities
shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities
shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have
been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities
Act; (iii) such securities shall have ceased to be outstanding; (iv) such securities may be sold without Registration pursuant
to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission (but with no
volume or other restrictions or limitations); or (v) such securities have been sold to, or through, a broker, dealer or Underwriter
in a public distribution or other public securities transaction.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE II
REGISTRATIONS


 


Section 2.01 Demand Registration.


 


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


 


(b) Effective Registration. Notwithstanding
the provisions of Section 2.01(a) above or any other part of this Agreement, a Registration pursuant to a Demand Registration
shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration
pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its
obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has
been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered
with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement
with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction
is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Investors initiating such Demand
Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no
event later than five days, of such election; and provided, further, that the Company shall not be obligated or required
to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration
pursuant to a Demand Registration becomes effective or is subsequently terminated.


 






    


     


    

 


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


 


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


 


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


 






    


     


    

 


Section 2.02 Piggyback Registration.


 


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


 


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


 


(i) If the Registration is undertaken
for the Company’s account, the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity
securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to
the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Investors
exercising their rights to register their Registrable Securities pursuant to Section 2.02(a) hereof, Pro Rata, which
can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares, if any, as to which Registration has been requested
pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding
the Maximum Number of Securities; or


 


(ii) If the Registration is pursuant
to a request by persons or entities other than the Investors of Registrable Securities, then the Company shall include in any such Registration
(A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Investors
of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the
Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Investors exercising their
rights to register their Registrable Securities pursuant to Section 2.02(a), pro rata based on the number of Registrable Securities
that each Investor has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that
the Investors have requested to be included in such Underwritten Registration, which can be sold without exceeding the Maximum Number
of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and
(B), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum
Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (A), (B) and (C), the Ordinary Shares or other equity securities for the account of other persons or entities that the Company
is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without
exceeding the Maximum Number of Securities.


 






    


     


    

 


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


 


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


 


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


 


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


 






    


     


    

 


ARTICLE III
COMPANY PROCEDURES


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    


     


    

 


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


 


Section 3.04 Suspension of Sales; Adverse
Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each
of the Investors shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended
Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment
as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus
may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any
time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial
statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written
notice of such action to the Investors, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for
the shortest period of time, but in no event more than 30 days, determined in good faith by the Company to be necessary for such purpose.
In the event the Company exercises its rights under the preceding sentence, the Investors agree to suspend, immediately upon their receipt
of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell
Registrable Securities. The Company shall immediately notify the Investors of the expiration of any period during which it exercised its
rights under this Section 3.04.


 


Section 3.05 Reporting Obligations. As
long as any Investor shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange
Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required
to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to
promptly furnish the Investors with true and complete copies of all such filings. The Company further covenants that it shall take such
further action as any Investor may reasonably request, all to the extent required from time to time to enable such Investor to sell Ordinary
Shares held by such Investor without Registration under the Securities Act within the limitation of the exemptions provided by Rule 144
promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal
opinions. Upon the request of any Investor, the Company shall deliver to such Investor a written certification of a duly authorized officer
as to whether it has complied with such requirements.


 


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


 


ARTICLE IV
INDEMNIFICATION AND CONTRIBUTION


 


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


 






    


     


    

 


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


 


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


 


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


 


Section 4.05 Contribution. If the indemnification
provided under Section 4.01 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified
party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of
indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses,
claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party
and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified
party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied
by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge,
access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Investor
under this Section 4.05 shall be limited to the amount of the net proceeds received by such Investor in such offering giving
rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be
deemed to include, subject to the limitations set forth in Section 4.01, Section 4.02 and Section 4.03
above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding.
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.05 were determined
by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in
this Section 4.05. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution pursuant to this Section 4.05 from any person who was not guilty of
such fraudulent misrepresentation.


 






    


     


    

 


ARTICLE V
MISCELLANEOUS


 


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


 


Section 5.02 Assignment; No Third Party Beneficiaries.


 


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


 


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


 


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


 


(d) This Agreement shall not confer any rights
or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.02
hereof.


 


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


 


Section 5.03 Counterparts. This Agreement
may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all
of which together shall constitute the same instrument, but only one of which need be produced.


 






    


     


    

 


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


 


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


 


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


 


Section 5.07 Term. This Agreement shall
terminate upon the earlier of (a) the tenth anniversary of the date of this Agreement or (b) the date as of which (i) all
of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred
to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter
by the Commission)) or (ii) the Investors of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144
(or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions
of Section 3.05 and ARTICLE IV shall survive any termination.


 


[SIGNATURE PAGES FOLLOW]


 






    


     


    

 


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


 


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

    a Texas limited liability company

    Its managing member

	 	 	 	 
	 	
    

    By:
	
	 	 	Name:	 Prabhu Antony 
	 	 	Title:	Managing Member
	 	 	 	 
	 	 	 	 
	 	Cantor Fitzgerald & Co.
	 	 
	 	
    

    By:
	 
	 	 	Name:	 
	 	 	Title:	 


 


[Signature Page to Registration Rights Agreement]