Exhibit 10.4


 





FINAL FORM




 


REGISTRATION RIGHTS
AGREEMENT


 


This REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is entered into as of [●], 2023, by and among (i) Better World Acquisition
Corp., a Delaware corporation (“SPAC”), (ii) HDH Newco, Inc., a Delaware corporation and wholly owned subsidiary
of SPAC (“Pubco”), and (iii) the undersigned parties listed as “Investors” on the signature page
hereto (each, an “Investor” and collectively, the “Investors”).


 


WHEREAS, on December
9, 2022, SPAC entered into that certain Business Combination Agreement (as may be amended, restated, supplemented and/or modified from
time to time in accordance with the terms thereof, the “Business Combination Agreement”), by and among SPAC,
Pubco, BWA Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Pubco (“SPAC Merger Sub”),
HD Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Pubco, (“Company Merger Sub” and,
together with SPAC Merger Sub, the “Merger Subs”), Heritage Distilling Holding Company, Inc., a Delaware corporation
(together with its successors, the “Company”), BWA Holdings LLC, a Delaware limited liability company (the “Sponsor”),
in the capacity as the representative from and after the Effective Time for the stockholders of SPAC, and Justin Stiefel, in the capacity
as the representative from and after the Effective Time for the Company Earnout Participants as of immediately prior to the Effective
Time (and their successors and assigns) in accordance with the terms and conditions of the Business Combination Agreement (the “Seller
Representative”), pursuant to which, upon the terms and subject to the conditions of the Business Combination Agreement
and in accordance with the DGCL, (i) SPAC Merger Sub shall merge with and into SPAC, with SPAC continuing as the surviving entity (the
“SPAC Merger”), and in connection therewith (A) each share of SPAC Common Stock issued and outstanding immediately
prior to the Effective Time shall be cancelled in exchange for the right of the holder thereof to receive, with respect to each share
of SPAC Common Stock that is not redeemed or converted in the Closing Redemption, one share of Pubco Common Stock and one CVR (subject
to the holders of Founder Shares and Representative Shares waiving their right to receive CVRs for such shares pursuant to the CVR Funding
and Waiver Letter), and (B) Pubco shall assume all of the outstanding SPAC Warrants and each SPAC Warrant shall become a warrant to purchase
the same number of shares of Pubco Common Stock at the same exercise price during the same exercise period and otherwise on the same terms
as the SPAC Warrant being assumed; (ii) Company Merger Sub shall merge with and into the Company, with the Company continuing as the surviving
entity (the “Company Merger”, and together with the SPAC Merger, the “Mergers”), and
in connection therewith, (A) the shares of capital stock of the Company issued and outstanding immediately prior to the Effective Time
shall be cancelled in exchange for the right of the holders thereof to receive shares of Pubco Common Stock as set forth in the Business
Combination Agreement, (B) holders of Company Interim Notes shall receive shares of Pubco Common Stock separate from the Stockholder Merger
Consideration, (C) Pubco shall assume all of the outstanding Company Financing/Interim Warrants and each Company Financing/Interim Warrant
shall become a warrant to purchase shares of Pubco Common Stock with the number of shares and exercise price thereof equitably adjusted
in accordance with the Business Combination Agreement, (D) each Contributed Warrant shall be contributed to Pubco and exchanged for the
right to receive such number of shares of Pubco Common Stock as such holder of a Contributed Warrant would have received pursuant to Section
1.14(a) of the Business Combination Agreement if such Contributed Warrant had been exercised immediately prior to the Effective Time for
the number of shares of Company Common Stock set forth in the Contribution Agreement, (E) each Restricted Stock Unit Award outstanding
immediately prior to the Effective Time, as amended in accordance with the Business Combination Agreement and the RSU Award Amendments,
shall be assumed by Pubco, with the number of RSU Shares underlying such Restricted Stock Unit Award to be adjusted in accordance with
the Business Combination Agreement, and (F) all other Company Convertible Securities shall be terminated; and (iii) as a result of such
Mergers, SPAC and the Company each shall become wholly owned subsidiaries of Pubco, and Pubco shall become a publicly traded company (such
transactions and the other transactions contemplated by the Business Combination Agreement, the “Transactions”),
all upon the terms and subject to the conditions set forth
in the Business Combination Agreement and in accordance with the provisions of the DGCL and other applicable Law;


 




     


     


    




 


WHEREAS, in connection
with the transactions contemplated by the Business Combination Agreement, each of the Investors is entering into a lock-up agreement with
SPAC and Pubco (as may be amended, restated, supplemented and/or modified from time to time in accordance with the terms thereof, the
“Lock-Up Agreement”); and


 


WHEREAS, the parties
desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of the Merger Consideration
received by the Investors under the Business Combination Agreement.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.
DEFINITIONS. Any capitalized term used but not defined in this Agreement shall have the meaning ascribed to such
term in the Business Combination Agreement. The following capitalized terms used herein have the following meanings:


 


“Agreement”
means this Agreement, as may be amended, restated, supplemented and/or otherwise modified from time to time.


 


“Business Combination
Agreement” is defined in the recitals to this Agreement.


 


“Closing”
means the closing of the transactions contemplated by the Business Combination Agreement.


 


“Company”
is defined in the recitals to this Agreement.


 


“Demand Registration”
is defined in Section 2.1.1.


 


“Demanding Holder”
is defined in Section 2.1.1.


 


“Disinterested
Independent Director” means an independent director serving on Pubco’s board of directors at the applicable time of
determination that is disinterested in this Agreement (i.e., such independent director is not an Investor, an Affiliate of an Investor,
or an officer, director, manager, employee, trustee or beneficiary of an Investor or its Affiliate, nor an immediate family member of
any of the foregoing).


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder, all as the same
shall be in effect at the time.


 


“Founder Registration
Rights Agreement” means that certain Registration Rights Agreement dated as of November 12, 2020, by and between SPAC, the
Sponsor and the other parties thereto, as it is to be amended at or prior to the Closing, including by the First Amendment to Registration
Rights Agreement, and as it may further be amended in accordance with the terms thereof.


 


“Founder Securities”
means those securities included in the definition of “Registrable Securities” specified in the Founder Registration Rights
Agreement.


 




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“Indemnified Party”
is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


“Investor(s)”
is defined in the preamble to this Agreement, and include any transferee of the Registrable Securities (so long as they remain Registrable
Securities) of an Investor permitted under this Agreement and its Lock-Up Agreement.


 


“Investor Indemnified
Party” is defined in Section 4.1.


 


“Lock-Up Agreement”
is defined in the recitals to this Agreement.


 


“Maximum Number
of Securities” is defined in Section 2.1.4.


 


“Merger”
is defined in the recitals to this Agreement.


 


“Merger Sub”
is defined in the recitals to this Agreement.


 


“Piggy-Back Registration”
is defined in Section 2.2.1.


 


“Pro Rata”
is defined in Section 2.1.4.


 


“Proceeding”
is defined in Section 6.9.


 


“Pubco”
is defined in the preamble to this Agreement, and shall include Pubco’s successors by merger, acquisition, reorganization or otherwise.


 


“Register,”
“Registered” and “Registration” mean a registration or offering 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.


 


“Registrable Securities”
means the Participant Merger Consideration, including any Earnout Shares issued after the Closing pursuant to Section 1.11 of the Business
Combination Agreement. Registrable Securities also includes any warrants, capital shares or other securities of Pubco issued as a dividend
or other distribution with respect to or in exchange for or in replacement of the foregoing securities. As to any particular Registrable
Securities, 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 them not bearing a legend restricting further transfer shall have been delivered by Pubco and subsequent public distribution of them
shall not require registration under the Securities Act; (iii) such securities shall have ceased to be outstanding; or (iv) such securities
are freely saleable under Rule 144 without volume limitations. Notwithstanding anything to the contrary contained herein, a Person shall
be deemed to be an “Investor holding Registrable Securities” (or words to that effect) under this Agreement only if they are
an Investor or a transferee of the applicable Registrable Securities (so long as they remain Registrable Securities) of any Investor permitted
under this Agreement and any applicable Lock-Up Agreement.


 




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“Registration
Statement” means a registration statement filed by Pubco with the SEC in compliance with the Securities Act and the
rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4, F-4 or
Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for
securities or assets of another entity).


 


“Rule 144”
means Rule 144 promulgated under the Securities Act.


 


“SEC”
means the United States Securities and Exchange Commission or any successor thereto.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder, all as the same shall be
in effect at the time.


 


“Short Form Registration”
is defined in Section 2.3.


 


“SPAC”
is defined in the preamble to this Agreement.


 


“Specified Courts”
is defined in Section 6.9.


 


“Transactions”
is defined in the recitals to this Agreement.


 


“Underwriter”
means 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.


 


2.
REGISTRATION RIGHTS.


 


2.1
Demand Registration.


 


2.1.1
Request for Registration. Subject to Section 2.4, at any time and from time to time after the Closing, Investors holding
a majority-in-interest of the Registrable Securities then issued and outstanding may make a written demand for registration under the
Securities Act of all or part of their Registrable Securities (a “Demand Registration”). Any demand for a Demand
Registration shall specify the number of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof.
Within thirty (30) days following receipt of any request for a Demand Registration, Pubco shall notify all other Investors holding Registrable
Securities of the demand, and each Investor holding Registrable Securities who wishes to include all or a portion of such Investor’s
Registrable Securities in the Demand Registration (each such Investor including shares of Registrable Securities in such registration,
a “Demanding Holder”) shall so notify Pubco within fifteen (15) days after the receipt by the Investor of the
notice from Pubco. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the
Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. Pubco shall not be obligated to effect more
than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities. Notwithstanding anything
in this Section 2.1 to the contrary, Pubco shall not be obligated to effect a Demand Registration, (i) within sixty (60) days after the
effective date of a previous registration effected with respect to the Registrable Securities pursuant this Section 2.1, or (ii) during
any period (not to exceed one hundred eighty (180) days) following the closing of the completion of an offering of securities by Pubco
if such Demand Registration would cause Pubco to breach a “lock-up” or similar provision contained in the underwriting agreement
for such offering.


 




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2.1.2 Effective
Registration. A Registration will not count as a Demand Registration until the Registration Statement filed with the SEC with
respect to such Demand Registration has been declared effective and Pubco has complied in all material respects with its obligations
under this Agreement with respect thereto; provided, however, that, if, after such Registration Statement has been
declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or
injunction of the SEC or any other governmental agency or court, the Registration Statement with respect to such Demand Registration
will 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 thereafter elect to continue the offering; provided,
further, that Pubco shall not be obligated to file a second Registration Statement until a Registration Statement that has been
filed is counted as a Demand Registration or is terminated.


 


2.1.3
Underwritten Offering. If a majority-in-interest of the Demanding Holders so elect and advise Pubco as part of their written
demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form
of an underwritten offering. In such event, the right of any Demanding Holder to include its Registrable Securities in such registration
shall be conditioned upon such Demanding Holder’s participation in such underwritten offering and the inclusion of such Demanding
Holder’s Registrable Securities in the underwritten offering to the extent provided herein. All Demanding Holders proposing to distribute
their Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the
Underwriter or Underwriters selected for such underwritten offering by Pubco and reasonably acceptable to a majority-in-interest of the
Investors initiating the Demand Registration.


 


2.1.4
Reduction of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten
offering advises Pubco and the Demanding Holders in writing that the dollar amount or number of Registrable Securities which the Demanding
Holders desire to sell, taken together with all other shares of Pubco Common Stock or other securities which Pubco desires to sell and
the shares of Pubco Common Stock or other securities, if any, as to which Registration by Pubco has been requested pursuant to written
contractual piggy-back registration rights held by other security holders of Pubco who desire to sell, exceeds the maximum dollar amount
or maximum number of shares that can be sold in such 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 securities, as applicable,
the “Maximum Number of Securities”), then Pubco shall include in such Registration: (i) first, the Registrable
Securities as to which Demand Registration has been requested by the Demanding Holders and the Founder Securities for the account of any
Persons who have exercised demand registration rights pursuant to the Founder Registration Rights Agreement during the period under which
the Demand Registration hereunder is ongoing (all pro rata in accordance with the number of securities that each applicable Person has
requested be included in such registration, regardless of the number of securities held by each such Person, as long as they do not request
to include more securities than they own (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 shares of Pubco Common Stock or other securities that Pubco desires to sell that can be sold
without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant
to Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back
registration rights of the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities
requested by such holders to be included in such registration, that 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 shares of Pubco Common Stock or other securities for the account of other Persons that Pubco is obligated to register pursuant to
written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities. In the event that
Pubco securities that are convertible into shares of Pubco Common Stock
are included in the offering, the calculations under this Section 2.1.4 shall include such Pubco securities on an as-converted to Pubco
Common Stock basis.


 




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2.1.5
Withdrawal. If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwritten offering or are
not entitled to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect
to withdraw from such offering by giving written notice to Pubco and the Underwriter or Underwriters of their request to withdraw prior
to the effectiveness of the Registration Statement filed with the SEC with respect to such Demand Registration. If the majority-in-interest
of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration in such event, then such registration shall
not count as a Demand Registration provided for in Section 2.1.


 


2.2
Piggy-Back Registration.


 


2.2.1
Piggy-Back Rights. Subject to Section 2.4, if, at any time after the Closing, Pubco proposes to file a Registration Statement
under the Securities Act with respect to the Registration of or an offering of equity securities, or securities or other obligations exercisable
or exchangeable for, or convertible into, equity securities, by Pubco for its own account or for security holders of Pubco for their account
(or by Pubco and by security holders of Pubco including pursuant to Section 2.1), 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 Pubco’s existing
security holders, (iii) for an offering of debt that is convertible into equity securities of Pubco, or (iv) for a dividend reinvestment
plan, then Pubco shall (x) give written notice of such proposed filing to Investors holding Registrable Securities as soon as practicable
but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities
to be included in such offering or registration, the intended method(s) of distribution, and the name of the proposed managing Underwriter
or Underwriters, if any, of the offering, and (y) offer to Investors holding Registrable Securities in such notice the opportunity to
register the sale of such number of Registrable Securities as such Investors may request in writing within five (5) days following receipt
of such notice (a “Piggy-Back Registration”). To the extent permitted by applicable securities laws with respect
to such registration by Pubco or another demanding security holder, Pubco shall use its reasonable best efforts to cause (i) such Registrable
Securities to be included in such registration and (ii) the managing Underwriter or Underwriters of a proposed underwritten offering to
permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar
securities of Pubco and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s)
of distribution thereof. All Investors holding Registrable Securities proposing to distribute their securities through a Piggy-Back Registration
that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters
selected for such Piggy-Back Registration.


 




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2.2.2
Reduction of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten
offering advises Pubco and Investors holding Registrable Securities proposing to distribute their Registrable Securities through such
Piggy-Back Registration in writing that the dollar amount or number of shares of Pubco Common Stock or other Pubco securities which Pubco
desires to sell, taken together with the shares of Pubco Common Stock or other Pubco securities, if any, as to which registration has
been demanded pursuant to written contractual arrangements with Persons other than the Investors holding Registrable Securities hereunder,
the Registrable Securities as to which registration has been requested under this Section 2.2, and the shares of Pubco Common Stock or
other Pubco securities, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration
rights of other security holders of Pubco, exceeds the Maximum Number of Securities, then Pubco shall include in any such registration:




 


(a)
 If the registration is undertaken for Pubco’s account: (i) first, the shares of Pubco Common Stock or other securities
that Pubco desires to sell 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 as to which registration
has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the
applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders
thereof based on the number of securities requested by such holders to be included in such registration, that 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 shares of Pubco Common Stock or other equity securities for the account of other Persons that Pubco
is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the
Maximum Number of Securities;


 


(b)
If the registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to Section
2.1: (i) first, the shares of Pubco Common Stock or other securities for the account of the Demanding Holders and the Founder Securities
for the account of any Persons who have exercised demand registration rights pursuant to the Founder Registration Rights Agreement during
the period under which the Demand Registration hereunder is ongoing, Pro Rata among the holders thereof based on the number of securities
requested by such holders to be included in such 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 shares of Pubco Common
Stock or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities
of Investors as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration
has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights
Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration,
that 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 shares of Pubco Common Stock or other equity securities for
the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons
that can be sold without exceeding the Maximum Number of Securities;


 




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(c) If
the registration is a “demand” registration undertaken at the demand of holders of Founder Securities under the Founder
Registration Rights Agreement: (i) first, the Founder Securities for the account of the demanding holders and the Registrable
Securities for the account of Demanding Holders who have exercised demand registration rights pursuant to Section 2.1 during the
period under which the demand registration under the Founder Registration Rights Agreement is ongoing, Pro Rata among the holders
thereof based on the number of securities requested by such holders to be included in such 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 shares of Pubco Common Stock or other securities that Pubco desires to sell that can be sold
without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been
requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the
applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the
holders thereof based on the number of securities requested by such holders to be included in such registration, that 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 shares of Pubco Common Stock or other equity securities for the
account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons
that can be sold without exceeding the Maximum Number of Securities; and


 


(d)
If the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding
Holders under Section 2.1 or the holders of Founder Securities exercising demand registration rights under the Founder Registration Rights
Agreement: (i) first, the shares of Pubco Common Stock or other securities for the account of the demanding Persons 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 shares of Pubco Common Stock or other securities that Pubco desires to sell that can be sold without exceeding
the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2
and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration
rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested
by such holders to be included in such registration, that 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 shares of
Pubco Common Stock or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate
written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities.


 


In the event that Pubco securities
that are convertible into shares of Pubco Common Stock are included in the offering, the calculations under this Section 2.2.2 shall include
such Pubco securities on an as-converted to Pubco Common Stock basis. Notwithstanding anything to the contrary above, to the extent that
the registration of an Investor’s Registrable Securities would prevent Pubco or the demanding shareholders from effecting such registration
and offering, such Investor shall not be permitted to exercise Piggy-Back Registration rights with respect to such registration and offering.


 


2.2.3
Withdrawal. Any Investor holding Registrable Securities may elect to withdraw such Investor’s request for inclusion
of Registrable Securities in any Piggy-Back Registration by giving written notice to Pubco of such request to withdraw prior to the effectiveness
of the Registration Statement. Pubco (whether on its own determination or as the result of a withdrawal by Persons making a demand pursuant
to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration
Statement without any liability to the applicable Investor, subject to the next sentence and the provisions of Section 4. Notwithstanding
any such withdrawal, Pubco shall pay all expenses incurred in connection with such Piggy-Back Registration as provided in Section 3.3
(subject to the limitations set forth therein) by Investors holding Registrable Securities that requested to have their Registrable Securities
included in such Piggy-Back Registration.


 




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2.3 Short Form
Registrations. After the Closing, subject to Section 2.4, Investors holding Registrable Securities may at any time and from time
to time, request in writing that Pubco register the resale of any or all of such Registrable Securities on Form S-3 or F-3 or any
similar short-form registration which may be available at such time (“Short Form Registration”); provided, however,
that Pubco shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request,
Pubco will promptly give written notice of the proposed registration to all other Investors holding Registrable Securities, and, as
soon as practicable thereafter, effect the registration of all or such portion of such Investors’ Registrable Securities as
are specified in such request, together with all or such portion of the Registrable Securities, if any, of any other Investors
joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice
from Pubco; provided, however, that Pubco shall not be obligated to effect any such registration pursuant to this
Section 2.3: (i) if Short Form Registration is not available to Pubco for such offering; or (ii) if Investors holding Registrable
Securities, together with the holders of any other securities of Pubco entitled to inclusion in such registration, propose to sell
Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations
effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.


 


2.4
Restriction of Offerings. Notwithstanding anything to the contrary contained in this Agreement, the Investors shall not
be entitled to request, and Pubco shall not be obligated to effect, or to take any action to effect, any registration (including any Demand
Registration or Piggy-Back Registration) pursuant to this Section 2 with respect to any Registrable Securities that are either subject
to the transfer restrictions under the applicable Investor’s Lock-Up Agreement and the Business Combination Agreement or not distributed
to the Investors.


 


3.
REGISTRATION PROCEDURES.


 


3.1
Filings; Information. Whenever Pubco is required to effect the registration of any Registrable Securities pursuant to Section
2, Pubco shall use its reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the
intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:


 


3.1.1
Filing Registration Statement. Pubco shall use its reasonable best efforts to, as expeditiously as possible after receipt
of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for
which Pubco then qualifies or which counsel for Pubco shall deem appropriate and which form shall be available for the sale of all Registrable
Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its reasonable
efforts to cause such Registration Statement to become effective and use its reasonable efforts to keep it effective for the period required
by Section 3.1.3; provided, however, that Pubco shall have the right to defer any Demand Registration for up to thirty (30)
days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back
Registration relates, in each case if Pubco shall furnish to Investors requesting to include their Registrable Securities in such registration
a certificate signed by the Chief Executive Officer, Chief Financial Officer or Chairman of Pubco stating that, in the good faith judgment
of the Board of Directors of Pubco, it would be materially detrimental to Pubco and its shareholders for such Registration Statement to
be effected at such time or the filing would require premature disclosure of material information which is not in the interests of Pubco
to disclose at such time; provided further, however, that Pubco shall not have the right to exercise the right set forth in the immediately
preceding proviso more than twice in any 365-day period in respect of a Demand Registration hereunder.


 


3.1.2
Copies. Pubco shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish
without charge to Investors holding 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 Investors holding Registrable Securities included
in such registration or legal counsel for any such Investors may request in order to facilitate the disposition of the Registrable Securities
owned by such Investors.


 




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3.1.3
Amendments and Supplements. Pubco shall prepare and file with the SEC such amendments, including post-effective amendments,
and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration
Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities
covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such
Registration Statement or such securities have been withdrawn or until such time as the Registrable Securities cease to be Registrable
Securities as defined by this Agreement.


 


3.1.4
Notification. After the filing of a Registration Statement pursuant to this Agreement, Pubco shall promptly, and in no event
more than two (2) Business Days after such filing, notify Investors holding Registrable Securities included in such Registration Statement
of such filing, and shall further notify such Investors promptly and confirm such advice in writing in all events within two (2) Business
Days after the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective
amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the SEC of any stop order (and
Pubco shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the
SEC for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or
of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered
to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a
material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading,
and promptly make available to Investors holding Registrable Securities included in such Registration Statement any such supplement or
amendment; except that before filing with the SEC a Registration Statement or prospectus or any amendment or supplement thereto, including
documents incorporated by reference, Pubco shall furnish to Investors holding Registrable Securities included in such Registration Statement
and to the legal counsel for any such Investors, copies of all such documents proposed to be filed sufficiently in advance of filing to
provide such Investors and legal counsel with a reasonable opportunity to review such documents and comment thereon; provided that such
Investors and their legal counsel must provide any comments promptly (and in any event within five (5) Business Days) after receipt of
such documents.


 


3.1.5
State Securities Laws Compliance. Pubco shall use its reasonable 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 Investors holding Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may reasonably 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 Pubco and do any and all other acts and things that may be necessary or advisable to enable Investors holding Registrable Securities
included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided,
however, that Pubco shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise
be required to qualify but for this paragraph or take any action to which it would be subject to general service of process or to taxation
in any such jurisdiction where it is not then otherwise subject.


 




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3.1.6 Agreements for
Disposition. To the extent required by the underwriting agreement or similar agreements, Pubco shall enter into reasonable
customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are
reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. The representations,
warranties and covenants of Pubco in any underwriting agreement which are made to or for the benefit of any Underwriters, to the
extent applicable, shall also be made to and for the benefit of Investors holding Registrable Securities included in such
Registration Statement. No Investor holding Registrable Securities included in such Registration Statement shall be required to make
any representations or warranties in the underwriting agreement except, if applicable, with respect to such Investor’s
organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such Investor’s
material agreements and organizational documents, and with respect to written information relating to such Investor that such
Investor has furnished in writing expressly for inclusion in such Registration Statement.


 


3.1.7
Cooperation. The principal executive officer of Pubco, the principal financial officer of Pubco, the principal accounting
officer of Pubco and all other officers and members of the management of Pubco shall reasonably cooperate in any offering of Registrable
Securities hereunder, which cooperation shall include the preparation of the Registration Statement with respect to such offering and
all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential
investors.


 


3.1.8
Records. Pubco shall make available for inspection by Investors holding Registrable Securities included in such Registration
Statement, any Underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other
professional retained by any Investor holding Registrable Securities included in such Registration Statement or any Underwriter, all financial
and other records, pertinent corporate documents and properties of Pubco, as shall be reasonably necessary to enable them to exercise
their due diligence responsibility, and cause Pubco’s officers, directors and employees to supply all information reasonably requested
by any of them in connection with such Registration Statement; provided that Pubco may require execution of a reasonable confidentiality
agreement prior to sharing any such information.


 


3.1.9
Opinions and Comfort Letters. Pubco shall request its counsel and accountants to provide customary legal opinions and customary
comfort letters, to the extent so reasonably required by any underwriting agreement.


 


3.1.10
Earnings Statement. Pubco shall comply with all applicable rules and regulations of the SEC and the Securities Act, and
make available to its shareholders if reasonably required, as soon as reasonably practicable, an earnings statement covering a period
of twelve (12) months, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.


 


3.1.11
Listing. Pubco shall use its reasonable best efforts to cause all Registrable Securities that are shares of Pubco Common
Stock included in any registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities
issued by Pubco are then listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory
to Investors holding a majority-in-interest of the Registrable Securities included in such registration.


 


3.1.12
Road Show. If the registration involves the registration of Registrable Securities involving gross proceeds in excess of
$25,000,000, Pubco shall use its reasonable efforts to make available senior executives of Pubco to participate in customary “road
show” presentations that may be reasonably requested by the Underwriter in any underwritten offering.


 




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3.2 Obligation to
Suspend Distribution. Upon receipt of any notice from Pubco of the happening of any event of the kind described in Section
3.1.4(iv), or in the event that the financial statements contained in the Registration Statement become stale, or in the event that
the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact
due to a bona fide business purpose, or, in the case of a resale registration on Short Form Registration pursuant to Section 2.3
hereof, upon any suspension by Pubco, pursuant to a written insider trading compliance program adopted by Pubco’s Board of
Directors, of the ability of all “insiders” covered by such program to transact in Pubco’s securities because of
the existence of material non-public information, each Investor holding Registrable Securities included in any registration shall
immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable
Securities until such Investor receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the Registration
Statement is updated so that the financial statements are no longer stale, or the restriction on the ability of
“insiders” to transact in Pubco’s securities is removed, as applicable, and, if so directed by Pubco, each such
Investor shall deliver to Pubco all copies, other than permanent file copies then in such Investor’s possession, of the most
recent prospectus covering such Registrable Securities at the time of receipt of such notice.


 


3.3
Registration Expenses. Subject to Section 4, Pubco shall bear all reasonable costs and expenses incurred in connection with
any Demand Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Short Form
Registration effected pursuant to Section 2.3, and all reasonable expenses incurred in performing or complying with its other obligations
under this Agreement, whether or not the Registration Statement becomes effective, including: (i) all registration and filing fees; (ii)
fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements of counsel in connection
with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) Pubco’s internal expenses (including
all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable
Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for
Pubco and fees and expenses for independent certified public accountants retained by Pubco (including the expenses or costs associated
with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the reasonable fees and expenses of
any special experts retained by Pubco in connection with such registration; and (ix) the reasonable fees and expenses (up to a maximum
of $15,000 in the aggregate in connection with such registration) of one legal counsel selected by Investors holding a majority-in-interest
of the Registrable Securities included in such registration for such legal counsel’s review, comment and finalization of the proposed
Registration Statement and other relevant documents. Pubco shall have no obligation to pay any underwriting discounts or selling commissions
attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall
be borne by such holders. Additionally, in an underwritten offering, all selling security holders and Pubco shall bear the expenses of
the Underwriter pro rata in proportion to the respective amount of securities each is selling in such offering.


 


3.4
Information. Investors holding Registrable Securities included in any Registration Statement shall provide such information
as may reasonably be requested by Pubco, or the managing Underwriter, if any, in connection with the preparation of such Registration
Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities
Act pursuant to Section 2 and in connection with the obligation to comply with federal and applicable state securities laws. Investors
selling Registrable Securities in any offering must provide all questionnaires, powers of attorney, custody agreements, stock powers,
and other documentation reasonably requested by Pubco or the managing Underwriter.


 




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4.
INDEMNIFICATION AND CONTRIBUTION.


 


4.1 Indemnification
by Pubco. Subject to the provisions of this Section 4.1 below, Pubco agrees to indemnify and hold harmless each Investor, and
each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any,
who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an
“Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or
liabilities, whether joint or several, arising out of or based upon any untrue statement of a material fact contained in any
Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary
prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such
Registration Statement, or arising out of or based upon any omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, or any violation by Pubco of the Securities Act or any rule or regulation
promulgated thereunder applicable to Pubco and relating to action or inaction required of Pubco in connection with any such
registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in
settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco, such
consent not to be unreasonably withheld, delayed or conditioned); and Pubco shall promptly reimburse the Investor Indemnified Party
for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and
defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Pubco will not
be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any
untrue statement or omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus,
or any such amendment or supplement, in reliance upon and in conformity with information furnished to Pubco, in writing, by such
selling holder or Investor Indemnified Party expressly for use therein. Pubco also shall indemnify any Underwriter of the
Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such
Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.


 


4.2
Indemnification by Investors Holding Registrable Securities. Subject to the provisions of this Section 4.2 below, each Investor
selling Registrable Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement
of any Registrable Securities held by such selling Investor, indemnify and hold harmless Pubco, each of its directors and officers and
each Underwriter (if any), and each other selling holder and each other Person, if any, who controls another selling holder or such Underwriter
within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar
as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement
of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the
Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment
or supplement to the Registration Statement, or arise out of or are based upon any omission to state a material fact required to be stated
therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity
with information furnished in writing to Pubco by such selling Investor expressly for use therein (provided, however, that
the indemnity agreement contained in this Section 4.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability
or action if such settlement is effected without the consent of the indemnifying Investor, such consent not to be unreasonably withheld,
delayed or conditioned), and shall reimburse Pubco, its directors and officers, each Underwriter and each other selling holder or controlling
Person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss,
claim, damage, liability or action. Each selling Investor’s indemnification obligations hereunder shall be several and not joint
and shall be limited to the amount of any net proceeds actually received by such selling Investor.


 




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4.3 Conduct of
Indemnification Proceedings. Promptly after receipt by any Person of any notice of any loss, claim, damage or liability or any
action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such Person (the “Indemnified
Party”) shall, if a claim in respect thereof is to be made against any other Person for indemnification hereunder,
notify such other Person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage,
liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve
the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and
solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking
indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be
entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to
assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party
to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not
be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with
the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which both the
Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate
counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling Persons who may be
subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the
Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written
opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to
actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the
Indemnified Party (acting reasonably), consent to entry of judgment or effect any settlement of any claim or pending or threatened
proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by
such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all
liability arising out of such claim or proceeding.


 


4.4
Contribution.


 


4.4.1
If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect
of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or
action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection
with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable
considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other
things, whether the untrue statement of a material fact or the omission to state a material fact relates to information supplied by such
Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.


 


4.4.2
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 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 the
immediately preceding Section 4.4.1.


 


4.4.3 The amount paid or payable
by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party
in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no Investor
holding Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment
of any underwriting fees, discounts, commissions or taxes) actually received by such Investor from the sale of Registrable Securities
which gave rise to such contribution obligation. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.


 




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5.
RULE 144.


 


5.1
Rule 144. Pubco covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange
Act and shall take such further action as Investors holding Registrable Securities may reasonably request, all to the extent required
from time to time to enable such Investors to sell Registrable Securities without registration under the Securities Act within the limitation
of the exemptions provided by Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or any similar rule
or regulation hereafter adopted by the SEC.


 


6.
MISCELLANEOUS.


 


6.1
Other Registration Rights. Pubco represents and warrants that as of the date of this Agreement, no Person, other than the
holders of (i) Registrable Securities and (ii) Founder Securities, has any right to require Pubco to register any of Pubco’s share
capital for sale or to include Pubco’s share capital in any registration filed by Pubco for the sale of share capital for its own
account or for the account of any other Person.


 


6.2
Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of Pubco hereunder may not
be assigned or delegated by Pubco in whole or in part, unless Pubco first provides Investors holding Registrable Securities at least ten
(10) Business Days prior written notice; provided that no assignment or delegation by Pubco will relieve Pubco of its obligations
under this Agreement unless Investors holding a majority-in-interest of the Registrable Securities provide their prior written consent,
which consent must not be unreasonably withheld, delayed or conditioned. This Agreement and the rights, duties and obligations of Investors
holding Registrable Securities hereunder may be freely assigned or delegated by such Investor in conjunction with and to the extent of
any transfer of Registrable Securities by such Investor which is permitted by such Investor’s applicable Lock-Up Agreement; provided
that no assignment by any Investor of its rights, duties and obligations hereunder shall be binding upon or obligate Pubco unless and
until Pubco shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably
satisfactory to Pubco, 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). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of
the parties, to the permitted assigns of the Investors or of any assignee of the Investors. This Agreement is not intended to confer any
rights or benefits on any Persons that are not party hereto other than as expressly set forth in Section 4 and this Section 6.2.


 


6.3
Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have
been duly given when delivered (i) in person, (ii) by electronic means, with affirmative confirmation of receipt, (iii) one (1) Business
Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being
mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party at the following
addresses (or at such other address for a party as shall be specified by like notice):


 




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	If to an Investor, to:  the address set forth underneath such Investor’s name on the signature page.	 	
    With copies to (which shall not constitute notice):

     

    Pryor Cashman, LLP

    7 Times Square

    New York, New York 10036

    Attn: M. Ali Panjwani, Esq.; 

Eric M. Hellige, Esq.

    Telephone No.: 212-421-4100

    Email: ali.panjwani@pryorcashman.com;

 ehellige@pryorcashman.com

     

	
    If to SPAC (prior to the Closing), to:

     

    Better World Acquisition Corp.

    733 Third Avenue

    New York, New York 10017, U.S.A.

    Attn: Rosemary L. Ripley, Chief Executive Officer

    Telephone No.: (212) 450-9700

    E-mail: rosemary@betterworldspac.com

     
	 	
    with a copy (which will not constitute notice) to:

     

    Ellenoff Grossman & Schole LLP

    1345 Avenue of the Americas, 11th Floor

    New York, New York 10105

    Attn:Stuart Neuhauser, Esq.

    Matthew A. Gray, Esq.

    Telephone No.: (212) 370-1300

    Email:sneuhauser@egsllp.com;

    mgray@egsllp.com

     

	
    If to Pubco or to SPAC (following the Closing), to:

     

    Heritage Distilling Holding Company, Inc.

    9668 Bujacich Road

    Gig Harbor, WA 98332

    Attn: Justin Stiefel

    Telephone No.: 253-509-0008

    Email: justin@heritagedistilling.com

     

    and

     

    BWA Sponsor LLC

    775 Park Avenue

    New York, New York 10021

    Attn: Rosemary L. Ripley, Chief Executive Officer

    Telephone: (212) 450-9700

    Email: rosemary@betterworldspac.com

     
	 	
    With copies to (which shall not constitute notice):

     

    Pryor Cashman, LLP

    7 Times Square

     

    New York, New York 10036

    Attn: M. Ali Panjwani, Esq.; 

Eric M. Hellige, Esq.

    Telephone No.: 212-421-4100

    Email: ali.panjwani@pryorcashman.com;

 ehellige@pryorcashman.com

     

    and

     

    Ellenoff Grossman & Schole LLP

    1345 Avenue of the Americas, 11th Floor

    New York, New York 10105

    Attn: Stuart Neuhauser, Esq.

    Matthew A. Gray, Esq.

    Facsimile No.: (212) 370-7889

    Email: sneuhauser@egsllp.com;

    mgray@egsllp.com

     



 




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6.4 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as
similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable. Notwithstanding
anything to the contrary contained in this Agreement, in the event that a duly executed copy of this Agreement is not delivered to
Pubco by a Person receiving Merger Consideration in connection with the Closing, such Person failing to provide such signature shall
not be a party to this Agreement or have any rights or obligations hereunder, but such failure shall not affect the rights and
obligations of the other parties to this Agreement as amongst such other parties.


 


6.5
Entire Agreement. This Agreement (together with the Business Combination Agreement and any Lock-Up Agreement of an Investor
to the extent incorporated herein, and including all agreements entered into pursuant hereto or thereto or referenced herein or therein
and all certificates and instruments delivered pursuant hereto and thereto) constitutes the entire agreement of the parties with respect
to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, understandings, negotiations and
discussions between the parties, whether oral or written, relating to the subject matter hereof; provided, that, for the avoidance of
doubt, the foregoing shall not affect the rights and obligations of the parties under the Business Combination Agreement or any other
Ancillary Document or the rights or obligations of the parties under the Founder Registration Rights Agreement, as amended.


 


6.6
Interpretation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction
of any provision of this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall
include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural
and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the
generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without
limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import
in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision
of this Agreement; and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation
and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement
shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring
any party by virtue of the authorship of any provision of this Agreement.


 


6.7
Amendments; Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance, and either retroactively or prospectively) only with the written agreement or consent of
Pubco (after the Closing by a majority of the Disinterested Independent Directors) and Investors holding a majority-in-interest of the
Registrable Securities; provided, that any amendment or waiver of this Agreement which affects an Investor in a manner materially
and adversely disproportionate to other Investor will also require the consent of such Investor. No failure or delay by a party in exercising
any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement,
in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.


 


6.8
Remedies Cumulative. In the event a party fails to observe or perform any covenant or agreement to be observed or performed
under this Agreement, the other parties may proceed to protect and enforce its rights by suit in equity or action at law, whether for
specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the
exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions,
without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive,
and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this
Agreement or now or hereafter available at law, in equity, by statute or otherwise.


 




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6.9
 Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of
the State of Delaware without regard to the conflict of laws principles thereof. Each party hereto hereby (i) submits to the exclusive
jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction
over a particular matter, any U.S. state or federal court located within the State of Delaware) (or in any appellate court thereof) (the
“Specified Courts”) for the purpose of any claim, action, litigation or other legal proceeding arising out of
or relating to this Agreement or the transactions contemplated hereby (a “Proceeding”), and (b) irrevocably
waives, and agrees not to assert by way of motion, defense or otherwise, in any such Proceeding, any claim that it is not subject personally
to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Proceeding
is brought in an inconvenient forum, that the venue of the Proceeding is improper, or that this Agreement or the transactions contemplated
hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party irrevocably
consents to the service of the summons and complaint and any other process in any Proceeding, on behalf of itself, or its property, by
personal delivery of copies of such process to such party at the applicable address set forth in Section 6.3. Nothing in this Section
6.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law.


 


6.10  
WAIVER OF TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION,
SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE INVESTORS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT
HEREOF.


 


6.11  
Authorization to Act on Behalf of Pubco. The parties acknowledge and agree that from and after the Closing, the Disinterested
Independent Directors, by vote, consent, approval or determination of a majority of the Disinterested Independent Directors, are authorized
and shall have the sole right to act on behalf of Pubco under this Agreement, including the right to enforce Pubco’s rights and
remedies under this Agreement. Without limiting the foregoing, in the event that an Investor serves as a director, officer, employee or
other authorized agent of Pubco, such Investor shall have no authority, express or implied, to act or make any determination on behalf
of Pubco in connection with this Agreement or any dispute or action with respect hereto.


 


6.12  
Termination of Business Combination Agreement. This Agreement shall be binding upon each party upon such party’s execution
and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. In the event that the Business Combination
Agreement is validly terminated in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and become
null and void and be of no further force or effect, and the parties shall have no obligations hereunder.


 


6.13  
Counterparts. This Agreement may be executed in multiple counterparts (including by facsimile or pdf or other electronic
document transmission), each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.


 


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IN WITNESS WHEREOF,
the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.


 


	 	SPAC:
	 	 
	 	BETTER WORLD ACQUISITION CORP.
	 	 	 
	 	By:	                 
	 	Name:	 
	 	Title:	 



 





	 	Pubco:
	 	 
	 	HDH NEWCO, INC.
	 	 	 
	 	By:	                 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Registration
Rights Agreement]


 




     


     


    

 


IN WITNESS WHEREOF,
the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.


 





	 	Investor:
	 	 
	 	[INVESTOR]
	 	 	 
	 	By:	                 
	 		Name:	     
	 		Title:	 


 


		Address for Notices:
	 	 
	 	Address:	
	 	 	 
	 	 
	 	 
	 	



 


	 	Facsimile No.:	



 


	 	Telephone No.:	 



 


	 	E-mail:	 








 





[Signature Page to Registration
Rights Agreement]