Exhibit 10.5


 


REGISTRATION RIGHTS AGREEMENT


WESTERN ACQUISITION VENTURES CORP.


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among each of Western Acquisition
Ventures Corp., a Delaware corporation (the “Company”), Western Acquisition Ventures Sponsor LLC, a Delaware limited liability
company (the “Sponsor”), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2
of this Agreement, including, without limitation, A.G.P./Alliance Global Partners, Inc., a Delaware corporation (each, a “Holder”
and collectively, the “Holders”).


 


RECITALS


 


WHEREAS, On June 9,
2021, the Sponsor purchased 4,312,500 of the Company’s Common Stock (“Common Stock”) for an aggregate purchase price
of $25,000, which includes 1,207,500 shares of Common Stock transferred to A.G.P./Alliance Global Partners (“A.G.P.”) after
issuance (up to 157,500 shares of which are subject to forfeiture to the extent that the underwriters’ over-allotment option in
the Company’s initial public offering (the “IPO”) is not exercised in full or in part). On November [ ], 2021, the
Company effected a 2:3 split of its Common Stock, and A.G.P. sold back to the Sponsor 55,000 founder shares for $478.26, such that the
Sponsor owns 2,125,000 founder shares, and A.G.P. owns 750,000 founder shares (of which 277,174 founder shares and 97,826 founder shares,
respectively, are subject to forfeiture to the extent that the over-allotment option is not exercised in full or in part so that the
initial stockholders will collectively own 20% of the Company’s issued and outstanding shares after this offering).


 


WHEREAS, the Sponsor
has entered into a unit subscription agreement with the Company (the “Placement Unit Subscription Agreement”), pursuant to
which the Sponsor agreed to purchase 361,000 units (or up to 376,000 units depending on the extent to which the underwriters’ over-allotment
option is exercised) of the Company (each, a “Placement Unit” and collectively, the “Placement Units”), each Placement
Unit consisting of one share of Common Stock (each, a “Placement Share” and collectively, the “Placement Shares”)
and one redeemable warrant, with each warrant entitling the holder to purchase three-quarters of a share of Common Stock at a price of
$11.50 per whole share, subject to adjustment (each, a “Placement Warrant” and collectively, the “Placement Warrants”),
in a private placement transaction occurring simultaneously with the closing of the IPO;


 


WHEREAS, in order to
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 and directors, may loan to the Company funds as the Company
may require, which loans may be convertible into units (“Working Capital Units”) at a price of $10.00 per unit, each unit
consisting of one share of Common Stock and three-quarters of one redeemable warrant; 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 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:


 



    


     


    

 





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



 


		(ii)	“Agreement” shall have the meaning given in the Preamble.



 


		(iii)	“Board” shall mean the Board of Directors of the Company.



 


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



 


		(v)	“Business Day” shall mean any day, other than a Saturday or a Sunday, that is neither a legal
holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New
York, New York.



 


		(vi)	“Commission” shall mean the Securities and Exchange Commission.



 


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



 


		(viii)	“Company” shall have the meaning given in the Preamble.



 


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



 


		(x)	“Demanding Holders” shall have the meaning given in subsection 2.1.1.



 


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



 


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



 


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



 


		(xiv)	“Founder Shares” shall have the meaning given in the Recitals hereto.



 


		(xv)	“Founder Shares Lock-up Period” shall mean, with respect to the Founder Shares, the period
beginning on the later of: (i) one year after the date that the registration statement for the IPO is declared effective by the SEC;
and (ii) the consummation by the Company of its initial business combination, and terminating on the five-year anniversary of the
completion of its initial business combination; provided, in each case, that the Company has an effective registration statement under
the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such
shares of common stock is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances
specified in the warrant agreement).



 


		(xvi)	“Holders” shall have the meaning given in the Preamble.



 



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		(xvii)	“IPO” shall have meaning set forth in the Recitals hereto.



 


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



 


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



 


		(xx)	“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 a Prospectus in the light of the circumstances under which they were made) not misleading.



 


		(xxi)	“Permitted Transferees” shall mean any 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 Placement Unit Lock-up
Period, as the case may be, under the Letter Agreement, the Placement Unit Subscription Agreements and any other applicable agreement
between such Holder and the Company, and to any transferee thereafter.



 


		(xxii)	“Piggy-back Registration” shall have the meaning given in Section 2.2.1.



 


		(xxiii)	“Placement Share” or “Placement Shares” shall have the meaning given in the Recitals
hereto.



 


		(xxiv)	“Placement Unit Lock-up Period” shall mean, with respect to the Placement Units, Placement
Shares, Placement Warrants, and any of the shares of Common Stock issued or issuable upon the exercise of such Placement Warrants, a period
beginning on the date of the issuance of the Placement Units (including Placement Shares, Placement Warrants, and any of the shares of
Common Stock issued or issuable upon the exercise of such Placement Warrants) and terminating 30 days after the consummation of a Business
Combination, subject to certain exceptions set forth in the Letter Agreement and the Placement Unit Subscription Agreements.



 


		(xxv)	“Placement Unit” or “Placement Units” shall have the meaning given in the Recitals
hereto.



 


		(xxvi)	“Placement Warrant” or “Placement Warrants” shall have the meaning given in the
Recitals hereto.



 


		(xxvii)	“Pro Rata” shall have the meaning given in Section 2.1.4.



 


		(xxviii)	“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 materials incorporated
by reference in such prospectus.



 


		(xxix)	“Prospectus Date” shall mean the date of the final Prospectus filed with the Commission and
relating to the IPO.



 



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		(xxx)	“Registrable Security” shall mean: (a) the Founder Shares; (b) the Placement Warrants (including
any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants); (c) the Placement Shares; (d) any outstanding
shares of Common Stock or any other equity security (including the Common Stock issued or issuable upon the exercise of any other equity
security) held by a Holder as of the date of this Agreement; (e) any equity securities (including the shares of Common Stock issued or
issuable upon the exercise of any such equity security) of the Company issuable upon conversion of any working capital loans made to the
Company by a Holder (including the Working Capital Units and any shares of Common Stock issuable upon the exercise of the warrants included
in the Working Capital Units); and, (f) any other equity security of the Company issued or issuable with respect to any such shares of
Common Stock by way of a stock dividend or stock split or in connection with a combination of stock, acquisition, recapitalization, consolidation,
reorganization, stock exchange, stock reconstruction, and amalgamation or contractual control arrangement with, purchasing all or substantially
all of the assets of, or engagement in any other similar transaction; provided, however, that, as to any particular Registrable Security,
such securities shall cease to be Registrable Securities when: (i) a Registration Statement with respect to the sale of such securities
shall have become effective under the Securities Act, at the earlier of: (A) one year following the date the Registration Statement is
declared effective, or (B) the date that such securities shall have been sold, transferred, disposed of or exchanged in accordance with
such Registration Statement; (ii) such securities may otherwise be transferred, new certificates for such securities not bearing a legend
restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not
require registration under the Securities Act; (iii) such securities shall have ceased to be outstanding; (iv) such securities have been
sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction; or, (v) such securities
have been sold without registration pursuant to Section 4(a)(1) of the Securities Act or Rule 144 or Rule 145 promulgated under the Securities
Act (or any successor rule promulgated thereafter by the Commission).



 


		(xxxi)	“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.



 


		(xxxii)	“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. (“FINRA”) 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.



 


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



 


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



 


		(xxxv)	“Securities Act” shall mean the U.S. Securities Act of 1933, as amended from time to time.



 


		(xxxvi)	“Sponsor” shall have the meaning given in the Preamble.



 



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		(xxxvii)	“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.



  





		(xxxviii)	“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.



 


		(xxxix)	“Working Capital Units” 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 the Business Combination, the Holders of a majority-in-interest
of the then outstanding number of Registrable Securities (the “Demanding Holders”), may make a written demand for Registration
under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities
to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”).
The Company shall, within 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) Business 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) to the Company, 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, not more than forty five
(45) days after the Company’s receipt of the Demand Registration, file a Registration Statement on Form S-1 or any similar long-form
registration statement that may be available at that time (“Form S-1”) with respect to all Registrable Securities requested
by the Demanding Holders and Requesting Holders pursuant to such Demand Registration, and shall use its reasonable best efforts to cause
such Registration Statement to be declared effective by the Commission as soon as practicable thereafter; provided, however, that the
Company may use a Registration Statement on Form S-3 or any successor form thereto if the Company would qualify to use such form within
30 days after the date on which the initial demand request is given and the Company shall not be required to file such Registration Statement
until it is so qualified. 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 Registration Statement 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 Demand Registration have been
sold in accordance with Section 3.1 of this Agreement.



 






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		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 a Demand Registration has been declared effective by the
Commission, and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, however,
that if after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant
to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or
any other governmental agency, the Registration Statement with respect to such Registration shall be deemed not to have been declared
effective, unless and until, (x) such stop order or injunction is removed, rescinded or otherwise terminated, and (y) 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; and, provided, further, that the Company shall
not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with
respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.



 


		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 a 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, advises 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 shares of Common Stock or other equity securities that the Company desires to sell and the
shares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration
rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that
can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method,
or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum
Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities
of the Demanding 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 be included in such Underwritten Registration and the aggregate number of
Registrable Securities that the Demanding Holders and Requesting Holders have collectively requested be included in such Underwritten
Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number
of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the
Registrable Securities of 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, which 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 shares of Common Stock or other equity securities that the Company desires to sell 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 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.



 






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		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 in their sole discretion to withdraw from a Registration pursuant to such Demand Registration 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.



 


2.2          Piggy-back Registration.


 


		2.2.1	Piggy-back Rights. If, at any time on or after the date the Company consummates a Business Combination,
the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities
or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of
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, as part of a merger, consolidation or similar transaction or for an 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) Business Days after receipt of such written notice (such Registration a “Piggy-back Registration”). The Company shall,
in good faith, cause such Registrable Securities to be included in such Piggy-back Registration and shall use its best efforts to cause
the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders
pursuant to this subsection 2.2.1 to be included in a Piggy-back Registration on the same terms and conditions as any similar securities
of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance
with the intended method(s) of distribution thereof. All such 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. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback
Registration at any time in its sole discretion.



 


		2.2.2	Reduction of Piggy-back Registration. If the managing Underwriter or Underwriters in an Underwritten Registration
that is to be a Piggy-back Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in
the Piggy-back Registration in writing that the dollar amount or number of the shares of Common Stock that the Company desires to sell,
taken together with: (i) the shares of Common Stock, 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 2.2.1 hereof; and, (iii) the shares of Common Stock, 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:



 






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		(a)	If the Registration is undertaken for the Company’s account, the Company shall include in any such
Registration: (A) first, the shares of 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, 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 shares of Common Stock, 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; and,



		(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 shares of 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, 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 shares of 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 shares of 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	Piggy-back Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw
from a Piggy-back 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 Piggy-back Registration prior to the effectiveness of the Registration Statement
filed with the Commission with respect to such Piggy-back Registration. The Company (in its sole discretion or as the result of a request
for withdrawal by persons pursuant to separate written contractual obligations) may postpone or withdraw the filing or effectiveness of
a Piggy-back Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration
Expenses incurred in connection with the Piggy-back Registration prior to its withdrawal under this subsection 2.2.3.



 



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		2.2.4	Unlimited Piggy-back 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; provided,
however, that the rights to demand a Piggy-back Registration under this Section 2.2 shall terminate on the second anniversary of the consummation
of the Business Combination.



 


 


2.3          Registrations on Form S-3.


Provided that the Company has
qualified for the use of a Registration Statement on Form S-3 or any successor form thereto, any Holder 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 ten (10) 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 five (5) days after the receipt by the Holder of the notice from the Company. As soon as practicable
thereafter, but not more than thirty (30) 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 on Form S-3 with respect to the Registrable Securities of such Holder(s) 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, and shall use its reasonable best efforts
to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter; 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 $10,000,000. The rights to demand Registration on Form S-3 under this Section 2.3 shall terminate
on the third anniversary of the Business Combination.


 


2.4          Restrictions on Registration Rights. The Company shall not be obligated to effect any Demand Registration within
180 days after the effective date of a previous Demand Registration or a previous Piggy-back Registration in which holders of Registrable
Securities were permitted to register, and actually sold, 75% of the Registrable Securities requested to be included therein. The Company
may postpone for up to 120 days the filing or effectiveness of (A) a Registration Statement for a Demand Registration if 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 (B) a Registration Statement for a Demand Registration or a Registration on Form S-3 if the Registration Statement is required
under applicable law, rule or regulation to contain: (i) financial statements that are unavailable to the Company for reasons beyond the
Company’s control; (ii) audited financial statements as of a date other than the Company’s fiscal year end (unless the Holders
requesting Registration agree to pay the reasonable expenses of this audit); (iii) pro forma financial statements that are required to
be included in a registration statement; or (iv) if the Board determines in its reasonable good faith judgment that such Demand Registration
would (x) materially interfere with a significant acquisition, corporate organization or other similar transaction involving the Company,
(y) require the Company to make an Adverse Disclosure, or (z) render the Company unable to comply with requirements under the Securities
Act or Exchange Act; provided, that in such event the Holders of a majority-in-interest of the Registrable Securities initiating a Demand
Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as
one of the permitted Demand Registrations hereunder and the Company shall pay all Registration Expenses in connection with such Registration.
The Company may delay a Demand Registration hereunder only twice in any period of twelve consecutive months.


 



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ARTICLE
III

COMPANY PROCEDURES


 


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


 


		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 requested by any Holder 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 and either (i) any underwriter over-allotment option has terminated by its terms, or (ii) the underwriters have advised
the Company that they will not exercise such option or any remaining portion thereof;



 


		3.1.3	Furnish without charge to the Underwriters, if any, and each Holder of Registrable Securities included
in such Registration, or such Holders’ legal counsel, copies of the Prospectus included in such Registration Statement (including
each preliminary Prospectus), and each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated
by reference therein), and such other documents as the Underwriters and each Holder of Registrable Securities included in such Registration
or the legal counsel for any such Holders may reasonably 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 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 any Holder of Registrable Securities included in such Registration Statement (in light of their intended plan
of distribution) may reasonably request, and (ii) take such action necessary to cause such Registrable Securities covered by the Registration
Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations
of the Company and do any and all other acts and things that may be reasonably 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	Use commercially reasonable efforts to 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;



 



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		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 commercially 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 and its counsel, including, without limitation,
providing copies promptly upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus.
The Company shall not include the name of any Holder or any information regarding any Holder in any Registration Statement or Prospectus,
any amendment or supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference into such
Registration Statement or Prospectus, or any response to any comment letter, without the prior written consent of such Holder and providing
each such Holder a reasonable amount of time to review and comment on such applicable document, which comments the Company shall include
unless contrary to applicable law;



 


		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;



 


		3.1.10	In the event of an Underwritten Offering, permit the participating Holders to rely on any “cold
comfort” letter from the Company’s independent registered public accountants provided to the managing Underwriter of such
offering;



 


		3.1.11	In the event of an Underwritten Offering, permit the participating Holders to rely on any opinion(s) of
counsel representing the Company for the purposes of such Registration issued to the managing Underwriter of such offering covering legal
matters with respect to the Registration;



 


		3.1.12	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;



 


		3.1.13	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, and
which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q, 10-K and
8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act;



 


		3.1.14	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,



 



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		3.1.15	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 all 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.


 


 


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 they are advised in writing by the Company that the use of the Prospectus may be resumed and they have 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 reasonably practicable after the time of such notice) and, if so directed by the Company, each Holder shall deliver
to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of
the Prospectus covering such Registrable Securities at the time of receipt of such notice. If the 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: (i) financial statements that are unavailable to the Company for reasons beyond the Company’s control;
(ii) audited financial statements as of a date other than the Company’s fiscal year end (unless the Holders requesting Registration
agree to pay the reasonable expenses of this audit); or (iii) pro forma financial statements that are required to be included in a registration
statement, 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 no more than 180 days. 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.


 


 


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 use reasonable best efforts 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 upon request by a Holder furnish such Holder with true and complete
copies of 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, 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.


 



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



 


		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 and
officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages,
liabilities and expenses (including, without limitation, reasonable attorneys’ fees) resulting from any untrue statement of material
fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any
omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the
extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such 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 (plus local 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.



 



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		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. The Company and each Holder of Registrable Securities participating in an offering
also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the
Company’s or such Holder’s indemnification is unavailable for any reason.



 


		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.



 


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 of the intended recipient 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 at:


 






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Western Acquisition
Ventures Corp.


42 Broadway, 12th Floor


New York, New York 10004


Attention: Stephen Christoffersen


Email: schristoffersen@westacqventures.com


 


with a copy to:


 


Reed Smith LLP


599 Lexington Avenue


New York, NY 10022


Attention: Ari Edelman, Esq. and Marc
D. Hauser, Esq.


Email: AEdelman@reedsmith.com and mhauser@reedsmith.com


 


and to the Holders,
at such Holder’s address referenced in Schedule A.


 


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. Prior to the expiration of the Founder Lock-up Period or Placement Unit Lock-up Period,
as the case may be, no Holder may assign or delegate his, her or its rights, duties or obligations under this Agreement in whole or in
part. Notwithstanding the above, as it applies to the Registrable Securities, the Holder may transfer such securities during the respective
lock-up period to any Permitted Transferee (as such term is defined in that certain Warrant Agreement between the Company and Continental
Stock Transfer & Trust Company) but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth
in this Agreement, the Letter Agreement and, if applicable, the Placement Unit Subscription Agreements.



 


		5.2.2	Except as set forth in subsection 5.2.1 hereof, this Agreement and the rights, duties and obligations
of the Holders of Registrable Securities hereunder may be assigned or delegated by such Holder of Registrable Securities in conjunction
with and to the extent of any transfer of Registrable Securities by any 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 Holders, the permitted assigns and its successors and the permitted assigns of the Holders.



 


		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.



 



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5.3               
Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts),
each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need
be produced.


 


5.4               
Governing Law; Venue. THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION. Any legal suit, action or proceeding
arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United
States or the courts of the State of New York in each case located in the city of New York, and each party irrevocably submits to the
exclusive jurisdiction of such courts in any such suit, action or proceeding.


 


EACH PARTY HERETO ACKNOWLEDGES
AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE,
EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY
MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


5.5               
Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority
in interest of the then outstanding Registrable Securities, 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 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.


 


5.7               
Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable
Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the
Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person.


 


5.8               
Termination. 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 either been sold pursuant to a Registration Statement
or cease to be Registrable Securities (but in no event prior to the applicable period referred to in Section 4(3) of the Securities Act
and Rule 174 thereunder) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule
144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The
provisions of Section 3.5 and Article IV shall survive any termination.


 


[Signature page follows]


 



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


 





	 	COMPANY:	 
	 	 	 
	 	
    WESTERN ACQUISITION VENTURES CORP.

    

	 	
    a Delaware corporation

    

	 	 	 
	 	 	 
	 	By: 	 
	 	Name: 	Stephen Christoffersen
	 	Title: 	Chief Executive Officer
	 	 	 
	 	HOLDERS:	 
	 	 	 
	 	WESTERN ACQUISITION VENTURES SPONSOR LLC
	 	 	 
	 	
    a Delaware limited liability company

    

	 	 	 
	 	 	 
	 	By: 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	A.G.P./ALLIANCE GLOBAL PARTNERS, INC.
	 	 	 
	 	a Delaware corporation
	 	 	 
	 	 	 
	 	By: 	 
	 	Name: 	 
	 	Title:	 


 


[Registration Rights Agreement]


 








    


     


    







 


Schedule A


 


	Holder	 	Address
	Western Acquisition Ventures Sponsor, LLC	 	42 Broadway, 12th Floor; New York, New York 10004
	A.G.P./Alliance Global Partners, Inc.	 	590 Madison Avenue, 28th Floor, New York, NY 10022