Exhibit
        10.4

   

  REGISTRATION RIGHTS AGREEMENT

   

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

   

  Preamble

   

  WHEREAS,
      the Company and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of March 3, 2021, pursuant
      to which the Sponsor purchased an aggregate of 7,187,500 shares (the “Founder Shares”) of the Company’s
      Class B common stock, par value $0.0001 per share (the “Class B Common Stock”);

   

  WHEREAS,
      pursuant to that certain Share Forfeiture Notice, dated as of October 27, 2021, the Company gave notice to the Sponsor and the
      Sponsor acknowledged and agreed that the Company had cancelled 1,437,500 Founder Shares held by the Sponsor, such that the Sponsor
      owned an aggregate of 5,750,000 Founder Shares immediately after such cancellation;

   

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

   

  WHEREAS,
      on [•], 2021, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement, pursuant
      to which the Sponsor agreed to purchase 10,000,000 warrants (or up to 11,200,000 warrants pro rata to the extent that the over-allotment
      option in connection with the Company’s initial public offering is exercised) (the “Private Placement Warrants”)
      from the Company at a price of $1.00 per warrant, in a private placement transaction occurring simultaneously with the closing
      of the Company’s initial public offering (and the closing of the over-allotment option, if applicable);

   

  WHEREAS,
      in order to fund working capital deficiencies or finance the Company’s transaction costs in connection with an intended
      initial Business Combination (as defined below), the Sponsor or an affiliate of the Sponsor or certain of the Company’s
      officers or directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000
      of such loans may be convertible into an additional 1,500,000 Private Placement Warrants (the “Working Capital Warrants”
      and, together with the Private Placement Warrants, the “Warrants”);

   

  WHEREAS,
      each whole Warrant shall entitle the holder thereof to purchase one share of Common Stock at a price of $11.50 per share (subject
      to adjustment); and

   

  WHEREAS,
      the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain
      registration rights with respect to certain securities of the Company, as set forth in this Agreement.

   

  

  
     

    
      

    

  

  
   

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

   

  ARTICLE
      I

    

    DEFINITIONS

   

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

   

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

   

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

   

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

   

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

   

  “Commission”
      shall mean the U.S. Securities and Exchange Commission.

   

  “Common
        Stock” shall have the meaning given in the Recitals hereto.

   

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

   

  “Demand
        Registration” shall have the meaning given in subsection 2.1.1.

   

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

   

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

   

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

   

  “Form
        S-3” shall have the meaning given in subsection 2.3.

   

  “Founder
        Shares” shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock
      issuable upon conversion thereof.

   

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

   

  

  
    2 

    
      

    

  

   

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

   

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

   

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

   

  “Misstatement”
      shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration
      Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the case of any Prospectus,
      in the light of the circumstances under which they were made) not misleading.

   

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

   

  “Piggyback
        Registration” shall have the meaning given in subsection 2.2.1.

   

  “Private
        Placement Lock-up Period” shall mean, with respect to Private Placement Warrants that are held by the initial purchasers
      of such Private Placement Warrants or their Permitted Transferees, and any shares of Common Stock issued or issuable upon the
      exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement
      Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business
      Combination.

   

  “Private
        Placement Warrants” shall have the meaning given in the Recitals hereto.

   

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

   

  “Registrable
        Security” shall mean (a) any shares of Common Stock issued or issuable upon the conversion of any Founder Shares, (b)
      the Warrants (including any shares of Common Stock issued or issuable upon the exercise of any such Warrants), (c) any outstanding
      shares of the Common Stock or any other equity security (including the shares of Common Stock issued or issuable upon the exercise
      or conversion of any other equity security) of the Company held by a Holder as of the date of this Agreement and (d) any other
      equity security of the Company issued or issuable with respect to any of the securities described in the foregoing clauses (a)
      - (c) by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation
      or reorganization; provided, however, that, as to any particular Registrable Security, such security shall cease
      to be a Registrable Security when: (A) a Registration Statement with respect to the sale of such security shall have become effective
      under the Securities Act and such security shall have been sold, transferred, disposed of or exchanged in accordance with such
      Registration Statement; (B) such security shall have been otherwise transferred, a new certificate for such security not bearing
      a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such security
      shall not require registration under the Securities Act; (C) such security shall have ceased to be outstanding; (D) such security
      may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated
      by the Commission) (but with no volume or other restrictions or limitations); or (E) such security has been sold to, or through,
      a broker, dealer or underwriter in a public distribution or other public securities transaction.

   

  

  
    3 

    
      

    

  

   

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

   

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

   

  (a)          all registration and filing fees (including fees with respect
      to filings required to be made with the Financial Industry Regulatory
      Authority, Inc.) and any securities exchange on which the Common Stock is then listed;

   

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

   

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

   

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

   

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

   

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

   

  “Registration
        Statement” shall mean any registration statement filed by the Company with the Commission in compliance with the Securities
      Act and the rules and regulations promulgated thereunder (other than a Registration Statement on Form S-4 or Form S-8, or their
      successors), which registration statement covers the Registrable Securities pursuant to the provisions of this Agreement, including
      the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such
      registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

   

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

   

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

   

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

   

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

   

  

  
    4 

    
      

    

  

   

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

   

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

   

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

   

  ARTICLE
      II

      

      REGISTRATIONS

   

  2.1          Demand Registration.

   

  2.1.1       
      Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time
      and from time to time on or after the date the Company consummates its initial Business Combination, the Holders of at least a
      majority in interest of the then outstanding number of Registrable Securities (the “Demanding Holders”) may
      make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the
      amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written
      demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of
      the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable
      Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant
      to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such
      Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the
      receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting
      Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant
      to a Demand Registration and the Company shall effect, as soon thereafter as practicable, the Registration of all Registrable
      Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration, including by filing
      a Registration Statement relating thereto as soon as practicable, but not more than forty-five (45) days immediately after the
      Company’s receipt of the Demand Registration. Under no circumstances shall the Company be obligated to effect more than
      an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any
      or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless
      a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”)
      has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the
      Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.

   

  2.1.2       
      Effective Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement,
      a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement
      filed with the Commission with respect to a Registration pursuant to the Demand Registration has been declared effective by the
      Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided,
      however, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities
      in a Registration pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission, federal
      or state court or any other governmental agency, the Registration Statement with respect to such Registration shall be deemed
      not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated,
      and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to
      continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, of such
      election; provided, further, that the Company shall not be obligated or required to file another Registration Statement
      until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration
      becomes effective or is subsequently terminated.

   

  

  
    5 

    
      

    

  

   

  2.1.3       
      Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest
      of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities
      pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder
      or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s
      participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten
      Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten
      Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s)
      selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.

   

  2.1.4       
      Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant
      to a Demand Registration, in good faith, advise(s) the Company, the Demanding Holders and the Requesting Holders (if any) in writing
      that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire
      to sell, taken together with all other Common Stock or other equity securities that the Company desires to sell and the Common
      Stock or other equity securities, if any, as to which a Registration has been requested pursuant to separate written contractual
      piggy-back registration rights held by any other stockholders of the Company who desire to sell, exceeds the maximum dollar amount
      or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed
      offering price, the timing, the distribution method or the probability of success of the Underwritten Offering (such maximum dollar
      amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company
      shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the
      Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and
      Requesting Holder (if any) has requested to be included in such Underwritten Registration and the aggregate number of Registrable
      Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration) that
      can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities
      has not been reached under the foregoing clause (i), the Registrable Securities of Holders (pro rata, based on the respective
      number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities
      pursuant to subsection 2.2.1 hereof, 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 Common Stock or other equity
      securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth,
      to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the
      Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration
      pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number
      of Securities.

   

  2.1.5       
      Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest
      of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw
      from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company
      and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness
      of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant
      to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for
      the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal
      under this subsection 2.1.5.

   

  

  
    6 

    
      

    

  

   

  2.2          Piggyback Registration.

   

  2.2.1       
      Piggyback Rights. If, at any time on or after the date the Company consummates its initial Business Combination, the Company
      proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities
      or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account
      of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant
      to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other
      benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii)
      for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then
      the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable
      but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe
      the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the
      proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities
      the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five
      (5) days after receipt of such written notice (such Registration, a “Piggyback Registration”). The Company
      shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its reasonable
      best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities
      requested by the Holders pursuant to this subsection 2.2.1 to be included in such Piggyback Registration on the same terms
      and conditions as any similar securities of the Company included in such Piggyback Registration and to permit the sale or other
      disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders
      proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall
      enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the
      Company.

   

  2.2.2       
      Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is
      to be a Piggyback Registration, in good faith, advise(s) the Company and the Holders of Registrable Securities participating in
      the Piggyback Registration in writing that the dollar amount or number of securities that the Company desires to sell, taken together
      with (i) the Common Stock or other equity securities, if any, as to which Registration has been demanded pursuant to separate
      written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the
      Registrable Securities as to which Registration has been requested pursuant to Section 2.2 hereof and (iii) the Common
      Stock or other equity securities, if any, as to which Registration has been requested pursuant to separate written contractual
      piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:

   

  (a)            If the Registration is undertaken for the Company’s
      account, the Company shall include in any such Registration (A) first,
      the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum
      Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
      clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to
      subsection 2.2.1 hereof, pro rata, based on the respective number of Registrable Securities that each Holder has so requested,
      which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of
      Securities has not been reached under the foregoing clauses (A) and (B), the Common Stock or other securities, if any, as to which
      Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company,
      which can be sold without exceeding the Maximum Number of Securities;

   

  

  
    7 

    
      

    

  

   

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

   

  2.2.3       
      Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback
      Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if
      any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration
      Statement filed with the Commission with respect to such Piggyback Registration (or in the case of an Underwritten Registration
      pursuant to Rule 415 under the Securities Act, at least two business days prior to the time of pricing of the applicable offering).
      The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate
      written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback
      Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in
      this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration
      prior to its withdrawal under this subsection 2.2.3.

   

  2.2.4       
      Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2
      hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.

   

  2.3         
      Registrations on Form S-3. The Holders of Registrable Securities may at any time, and from time to time, request
      in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the
      Commission), register the resale of any or all of their Registrable Securities on Form S-3 or any similar short-form registration
      statement that may be available at such time (“Form S-3”); provided, however, that the Company
      shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt
      of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly
      give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of
      Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such
      Registration on Form S-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the
      notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial
      receipt of such written request for a Registration on Form S-3, the Company shall file a Registration Statement relating to all
      or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such
      portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification
      given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration
      pursuant to Section 2.3 hereof if (i) a Form S-3 is not available for such offering; or (ii) the Holders of Registrable
      Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration,
      propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less
      than $5,000,000.

   

  

  
    8 

    
      

    

  

   

  2.4             
      Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the
      Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after
      the effective date of, a Company initiated Registration and provided that the Company has delivered written notice to the
      Holders prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and it continues to actively employ, in
      good faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested
      an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite
      the offer; or (C) in the good faith judgment of the Board such Registration would be seriously detrimental to the Company and
      the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in
      each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board (or, if applicable, any
      Co-Chairman of the Board), the Chief Executive Officer, the Chief Financial Officer or the Secretary of the Company stating that
      in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be
      filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event,
      the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however,
      that the Company shall not defer its obligation in this manner more than once in any 12-month period. Notwithstanding anything
      to the contrary contained in this Agreement, no Registration shall be effected or permitted and no Registration Statement shall
      become effective, with respect to any Registrable Securities held by any Holder, until after the expiration of the Founder Shares
      Lock-Up Period or the Private Placement Lock-Up Period, as the case may be.

   

  ARTICLE
      III

      

      COMPANY PROCEDURES

   

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

   

  3.1.1       
      prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities
      and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable
      Securities covered by such Registration Statement have been sold;

   

  3.1.2       
      prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
      to the Prospectus, as may be reasonably requested by the majority-in-interest of the Holders of Registrable Securities registered
      on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or
      instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder
      to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold
      in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

   

  

  
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  3.1.3       
      prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the
      Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel,
      copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in
      each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration
      Statement (including each preliminary Prospectus) and such other documents as the Underwriters and the Holders of Registrable
      Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition
      of the Registrable Securities owned by such Holders;

   

  3.1.4       
      prior to any public offering of Registrable Securities, use its reasonable best efforts to (i) register or qualify the Registrable
      Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in
      the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended
      plan of distribution) may request and (ii) take such reasonable action necessary to cause such Registrable Securities covered
      by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by
      virtue of the business and operations of the Company and do any and all reasonable other acts and things that may be necessary
      or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition
      of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required
      to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action
      to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise
      so subject;

   

  3.1.5       
      cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar
      securities issued by the Company are then listed;

   

  3.1.6       
      provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the
      effective date of such Registration Statement;

   

  3.1.7       
      advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the
      issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or
      threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop
      order or to obtain its withdrawal if such stop order should be issued;

   

  3.1.8       
      at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such
      Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement
      or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel;

   

  3.1.9       
      notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the
      Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as
      then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;

   

  

  
    10 

    
      

    

  

   

  3.1.10   
      permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter
      to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s
      officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney
      or accountant in connection with the Registration; provided, however, that such representatives or Underwriters
      enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or
      disclosure of any such information;

   

  3.1.11   
      obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of
      an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort”
      letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating
      Holders;

   

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

   

  3.1.13   
      in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and
      customary form, with the managing Underwriter of such offering;

   

  3.1.14   
      make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least
      twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of
      the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any
      successor rule promulgated thereafter by the Commission);

   

  3.1.15   
      if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, use
      its reasonable efforts to make available senior executives of the Company to participate in customary “road show”
      presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and

   

  3.1.16   
      otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders,
      in connection with such Registration.

   

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

   

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

   

  

  
    11 

    
      

    

  

   

  3.4          Suspension of Sales; Adverse Disclosure. Upon
      receipt of written notice from the Company that a Registration Statement
      or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until
      he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that
      the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice),
      or until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial
      effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company
      to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable
      to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action
      to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest
      period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose.
      In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their
      receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale
      or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during
      which it exercised its rights under this Section 3.4; and upon the expiration of such period, the Holders shall be entitled
      to resume the use of any such Prospectus in connection with any sale or offer to sell Registrable Securities.

   

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

   

  ARTICLE
      IV

      

      INDEMNIFICATION AND CONTRIBUTION

   

  4.1         
      Indemnification.

   

  4.1.1       
      The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors,
      agents and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages,
      liabilities and expenses (including, without limitation, reasonable attorneys’ fees) resulting from any untrue or alleged
      untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment
      thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary
      to make the statements therein not misleading, except insofar as the same are caused by or contained in any information or affidavit
      so furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters,
      their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same
      extent as provided in the foregoing with respect to the indemnification of the Holder.

   

  

  
    12 

    
      

    

  

   

  4.1.2       
      In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall
      furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with
      any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors,
      officers, agents and each person who controls the Company (within the meaning of the Securities Act) against all losses, claims,
      damages, liabilities and expenses (including, without limitation’ reasonable attorneys’ fees) resulting from any untrue
      or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or
      any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein
      or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained
      in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however,
      that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the
      liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by
      such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities
      shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning
      of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

   

  4.1.3       
      Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with
      respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s
      right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless
      in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties
      may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably
      satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability
      for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An
      indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees
      and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless
      in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other
      of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party,
      consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money
      (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include
      as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability
      in respect to such claim or litigation.

   

  4.1.4       
      The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made
      by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive
      the transfer of securities.

   

  4.1.5       
      If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to
      hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then
      the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified
      party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the
      relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The
      relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether
      any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to
      state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the
      indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to
      correct or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5
      shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability.
      The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include,
      subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees,
      charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree
      that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation
      or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection
        4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall
      be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.

   

  

  
    13 

    
      

    

  

   

  ARTICLE
      V

      

      MISCELLANEOUS

   

  5.1         
      Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United
      States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested,
      (ii) delivery in person or by courier service providing evidence of delivery or (iii) transmission by hand delivery, electronic
      mail or facsimile. Each notice or communication that is mailed, delivered or transmitted in the manner described above shall be
      deemed sufficiently given, served, sent and received, in the case of mailed notices, on the third business day following the date
      on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail or facsimile, at
      such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery
      is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed to the Company,
      3282 Northside Pkwy, Suite 275, Atlanta, Georgia 30327, and, if to any Holder, at such Holder’s address or facsimile number
      as found in the Company’s books and records. Any party may change its address for notice at any time and from time to time
      by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery
      of such notice as provided in this Section 5.1.

   

  5.2         
      Assignment; No Third Party Beneficiaries.

   

  5.2.1       
      This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company
      in whole or in part.

   

  5.2.2       
      Prior to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder
      may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in
      connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee
      agrees to become bound by the transfer restrictions set forth in this Agreement, the Insider Letter, that certain Warrant Agreement
      by and between the Company and Continental Stock Transfer & Trust Company or any other applicable letter agreements between
      the Company and such Holder.

   

  5.2.3       
      This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors
      and the permitted assigns of the Holders, which shall include Permitted Transferees.

   

  

  
    14 

    
      

    

  

   

  5.2.4       
      This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set
      forth in this Agreement and Section 5.2 hereof.

   

  5.2.5       
      No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate
      the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1
      hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the
      terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).
      Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

   

  5.3          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.

   

  5.4          Counterparts; Electronic Signatures. This
      Agreement may be executed in counterparts, each of which when so executed
      shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words
      “execution,” “signed,” “signature” and words of like import in this Agreement or in any other
      certificate, agreement or document related to this Agreement shall include images of manually executed signatures transmitted
      by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”)
      and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and
      electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received
      or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature
      or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic
      Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable
      law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

   

  5.5          Governing Law; Venue. NOTWITHSTANDING THE
      PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO,
      THE PARTIES EXPRESSLY AGREE THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK,
      INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE
      LAWS AND RULES 327(B), AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW
      YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT
      TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.

   

  5.6          Entire Agreement. This Agreement (including
      all agreements entered into pursuant hereto and all certificates and
      instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject
      matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions
      between the parties, whether oral or written.

   

  

  
    15 

    
      

    

  

   

  5.7          Amendments and Modifications. Upon the
      written consent of the Company and the Holders of at least a majority-in-interest
      of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth
      in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided,
      however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely
      in his, her or its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different
      from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any
      Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising
      any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company.
      No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude
      the exercise of any other rights or remedies hereunder or thereunder by such party.

   

  5.8          Titles and Headings. Titles and headings of
      sections of this Agreement are for convenience only and shall not affect
      the construction of any provision of this Agreement.

   

  5.9          Waivers and Extensions. Any party to this
      Agreement may waive any right, breach or default which such party has
      the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed
      by such party and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or
      the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision
      herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision
      herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension
      of the time for performance of any other obligations or acts.

   

  5.10        Remedies Cumulative. In the event that the
      Company fails to observe or perform any covenant or agreement to be observed
      or performed under this Agreement, the Holders may proceed to protect and enforce their 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.

   

  5.11        Term. This Agreement shall terminate upon the
      earlier of (i) the tenth anniversary of the date of this Agreement
      or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in
      no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor
      rule promulgated thereafter by the Commission)) or (B) the Holders of all of the Registrable Securities are permitted to sell
      the Registrable Securities without registration pursuant to Rule 144 (or any similar provision) under the Securities Act (but
      with no volume or other restrictions or limitations). The provisions of Section 3.5 and Article IV shall survive
      any termination.

   

  [Signature
        Page Follows]

   

  
    16 

    
      

    

  

   

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

   

  	 	COMPANY:
	 	 	 
	 	HEARTLAND MEDIA ACQUISITION CORP.,
	 	a Delaware corporation
	 	 	 
	 	By:	 
	 	Name:	Robert S. Prather, Jr.
	 	Title:	Chief Executive Officer
	 	 	 
	 	HOLDERS:
	 	 	 
	 	HEARTLAND SPONSOR LLC,
	 	a Delaware limited liability company
	 	 
			
	 	By:	 
	 	Name:	Robert S. Prather, Jr.
	 	Title:	Managing Member


  

   

  

  [Signature Page to Registration Rights
      Agreement]