Exhibit 10.5


 


FINAL FORM


 


FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT



 


This
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of [●],
and shall be effective as of the Closing (as defined below), by and among (i) Better World Acquisition Corp., a Delaware corporation
(the “Company”), (ii) BWA Holdings LLC, a Delaware limited liability company (“Sponsor”),
and (iii) each of the other undersigned individuals (together with the Sponsor and any person or entity who hereafter becomes a party
to the Registration Rights Agreement (as defined below) pursuant to Section 6.2 of the Registration Rights Agreement, a “Holder”
and collectively the “Holders”). Capitalized terms used but not otherwise defined herein shall have the respective
meanings assigned to such terms in the Registration Rights Agreement (and if such term is not defined in the Registration Rights Agreement,
then the Business Combination Agreement (as defined below)).


 


RECITALS


 


WHEREAS, the Company,
Sponsor and the other undersigned Holders are parties to that certain Registration Rights Agreement, dated as of November 12, 2020 (the
“Original Agreement” and, as amended by this Amendment, the “Registration Rights Agreement”),
pursuant to which the Company granted certain registration rights to the Holders with respect to the Company’s securities;


 


WHEREAS, on the date
hereof, the Company, HDH Newco, Inc., a Delaware corporation and a wholly owned subsidiary of SPAC (“Pubco”),
the Sponsor, in the capacity as the representative from and after the Effective Time for the stockholders of the Company, BWA Merger Sub
Inc., a Delaware corporation and wholly owned subsidiary of Pubco (“SPAC Merger Sub”), HD Merger Sub Inc., a
Delaware corporation and a 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 “Heritage”), 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”), 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”), pursuant to which the parties thereto desire
and intend to effect a business combination transaction whereby (i) SPAC Merger Sub shall merge with and into the Company, with the Company
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, Heritage 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 execution of the Business Combination Agreement, the Company, Pubco and certain of the equity holders of Heritage (together with
their successors and permitted assigns, the “Stockholders”) will enter into a Registration Rights Agreement,
dated as of [●] (as may be amended, restated, supplemented and/or modified from time to time in accordance with the terms thereof,
the “Stockholder Registration Rights Agreement”), pursuant to which Pubco shall grant to the Stockholders certain
registration rights with respect to the securities of Pubco received by the Stockholders in the Transactions and any other securities
of Pubco held by the Stockholders or other “Registrable Securities” (as defined therein) of the Stockholders (collectively,
the “Stockholder Securities”);


 


WHEREAS, the parties
hereto desire to amend the Original Agreement to add Pubco as a party to the Registration Rights Agreement and to revise the terms thereof
in order to reflect the transactions contemplated by the Business Combination Agreement, including the Company’s and Pubco’s
entrance into the Stockholder Registration Rights Agreement; and


 


WHEREAS, pursuant to
Section 6.7 of the Original Agreement, the Original Agreement can be amended with the written consent of the parties to the Original Agreement.


 


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


 


1. Addition
of Pubco as a Party to the Registration Rights Agreement. The parties hereby agree to add Pubco as a party to the Registration Rights
Agreement. The parties further agree that, from and after the Closing, all of the rights and obligations of the Company under the Registration
Rights Agreement shall be, and hereby are, assigned and delegated to Pubco as if it were the original “Company” party thereto.
By executing this Amendment, Pubco hereby agrees to be bound by and subject to all of the terms and conditions of the Registration Rights
Agreement, including from and after the Closing as if it were the original “Company” party thereto.


 


2. Amendments
to Registration Rights Agreement. The parties hereby agree to the following amendments to the Registration Rights Agreement:


 


a. The
defined terms in this Amendment, including in the preamble and recitals hereto, and the definitions incorporated by reference from the
Business Combination Agreement, are hereby added to the Registration Rights Agreement, to the extent that they are not already included
therein, as if they were set forth therein.


 






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b. Section
2.1.4 of the Original Agreement is hereby deleted in its entirety and replaced with the following:


 


“2.1.4 Reduction of
Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering, advises the
Company 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 Common Stock or other securities which the Company desires to sell and the shares of
Common Stock or other securities, if any, as to which Registration by the Company has been requested pursuant to written contractual piggy-back
registration rights held by other security holders of the Company 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 the Company shall include in such Registration: (i) first, (A) the Registrable Securities as
to which Demand Registration has been requested by the Demanding Holders and (B) the Stockholder Securities for the account of any Persons
who have exercised written contractual demand registration rights pursuant to the Stockholder 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 Common Stock or other securities that the Company 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 Stockholder Securities as to which registration has been requested pursuant to the applicable written contractual
piggy-back registration rights under the Stockholder 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 Common Stock or other Company securities for the account of other Persons that the Company is obligated
to register pursuant to written contractual arrangements with such Persons (other than this Agreement or the Stockholder Registration
Rights Agreement) that can be sold without exceeding the Maximum Number of Securities. In the event that Company securities that are convertible
into shares of Common Stock are included in the offering, the calculations under this Section 2.1.4 shall include such Company securities
on an as-converted to Common Stock basis.”


 


c. Section
2.2.2 of the Original Agreement is hereby deleted in its entirety and replaced with the following:


 


“2.2.2 Reduction of
Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering, in good
faith, advises the Company and Holders 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 Common Stock or other Company securities which the Company
desires to sell, taken together with the shares of Common Stock or other Company 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 Common Stock or other
Company securities, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights
of other security holders of the Company, exceeds the Maximum Number of Securities, then the Company shall include in any such registration:





 


(a) If
the registration is undertaken for the Company’s account: (i) first, the shares of the Company Common Stock or other securities
that the Company 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 Stockholder Securities as to which registration has been requested
pursuant to the applicable written contractual piggy-back registration rights under the Stockholder 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 the Company Common Stock or other equity securities for the account
of other Persons that the Company 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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(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 the Company Common Stock or other securities for the account of the Demanding Holders and the Stockholder Securities for
the account of any Persons who have exercised demand registration rights pursuant to the Stockholder 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 the Company
Common Stock or other securities that the Company 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 Stockholder Securities as to
which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Stockholder
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 the Company Common Stock or other
equity securities for the account of other Persons that the Company is obligated to register pursuant to separate written contractual
arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;


 


(c) If
the registration is a “demand” registration undertaken at the demand of holders of Stockholder Securities under the Stockholder
Registration Rights Agreement: (i) first, the Stockholder 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 Stockholder 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 the Company Common Stock or other securities that the Company 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 Error! Reference
source not found. and the Stockholder Securities as to which registration has been requested pursuant to the applicable written contractual
piggy-back registration rights under the Stockholder 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 the Company Common Stock or other equity securities for the account of other Persons that the Company 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





 






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(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 Stockholder Securities exercising demand registration rights under the Stockholder Registration Rights Agreement:
(i) first, the shares of the Company 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 the Company Common Stock or other securities that the Company 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 Stockholder Securities as to which registration has been requested pursuant to the applicable written contractual
piggy-back registration rights under the Stockholder 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 the Company Common Stock or other equity securities for the account of other Persons that the Company 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 Company securities
that are convertible into shares of Common Stock are included in the offering, the calculations under this Section 2.2.2 shall include
such Company securities on an as-converted to Common Stock basis. Notwithstanding anything to the contrary above, to the extent that the
registration of an Investor’s Registrable Securities would prevent the Company 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.”


 


d. Section
6.3 of the Registration Rights Agreement is hereby amended to delete the address of the Company for notices thereunder and provide that
the following address shall be used for notices to the Company under the Registration Rights Agreement after the Closing:


 


	
    If to the Company, 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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e. A
Section 6.13 of the Registration Rights Agreement is hereby added as the following:


 


“Section 6.13
Interpretation. The use of the word “including”, “include” or “includes” in this Agreement
shall be by way of example rather than by limitation, and shall be deemed in each case to be followed by the words “without limitation”.”


 


3. Acknowledgement
of Other Registration Rights Agreement. The Holders hereby acknowledge and agree that, notwithstanding Section 6.1 of the Registration
Rights Agreement, in connection with the Business Combination Agreement, the Company is entering into the Seller Registration Rights Agreement
with respect to the Stockholder Securities, and consent to the foregoing.


 


4. Effectiveness.
This Amendment shall only become effective upon the Closing. In the event that the Business Combination Agreement is terminated in accordance
with its terms prior to the Closing, this Amendment and all rights and obligations of the parties hereunder shall automatically terminate
and be of no further force or effect.


 


5. Miscellaneous.
Except as expressly provided in this Amendment, all of the terms and provisions in the Original Agreement are and shall remain in full
force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly or by implication,
an amendment or waiver of any provision of the Original Agreement, or any other right, remedy, power or privilege of any party thereto,
except as expressly set forth herein. Any reference to the Registration Rights Agreement in the Original Agreement or any other agreement,
document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Registration Rights Agreement,
as amended by this Amendment (or as the Registration Rights Agreement may be further amended or modified in accordance with the terms
thereof). The terms of this Amendment shall be governed by, enforced and construed and interpreted in a manner consistent with the provisions
of the Original Agreement, including Section 6.11 thereof.


 


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IN WITNESS WHEREOF,
each party hereto has signed or has caused to be signed by its officer thereunto duly authorized this First Amendment to Registration
Rights Agreement as of the date first above written.


 


	 	The Company:
	 	 
	 	BETTER WORLD ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name: 	Rosemary L. Ripley
	 	 	Title: 	Chief Executive Officer
	 	 	 
	 	Holders:
	 	 	 
	 	BWA HOLDINGS LLC
	 	 	 
	 	By:	 
	 	 	Name: 	Rosemary L. Ripley
	 	 	Title: 	Managing Member
	 	 	 
	 	EARLYBIRDCAPITAL, INC.
	 	 	 
	 	By:	 
	 	 	Name: 	Mike Powell
	 	 	Title: 	Senior Managing Director



 


 


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