Exhibit 10.3

      

      

      REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT

      

      

      THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of November 30, 2021, is made and entered into by and
        among PROOF Acquisition Corp I, a Delaware corporation (the “Company”), PROOF Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder 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”).

      

      

      RECITALS

      

      

      WHEREAS, the Sponsor and the other Holders currently own an aggregate of 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share
        (the “Class B Common Stock”);

      

      

      WHEREAS, the Class B Common Stock are convertible into the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), at the time of the initial Business Combination on a one-for-one basis, subject to adjustment, 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 November 30, 2021, the Company entered into certain Private Placement Warrants Purchase Agreements with the Sponsor and each of the parties
        listed on Schedule A hereto, pursuant to which the Sponsor and such parties agreed to purchase a total of 13,240,000 warrants (or up to 15,226,000 warrants if the Underwriters’ (as defined below) option to purchase additional units in
        connection with the Company’s initial public offering is exercised in full) (the “Private Placement Warrants”), in a private placement transaction occurring simultaneously with the closing
        of the Company’s initial public offering;

      

      

      WHEREAS, in order to finance the Company’s transaction costs in connection with an intended Business Combination (as defined below), 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

      

      

      WHEREAS, in order to extend the period of time to consummate the Business Combination by an additional three months, the Sponsor (or its designees) must
        deposit into the trust account funds equal to one percent (1.0%) of the gross proceeds of the offering ($2,400,000, or up to $2,760,000 if the underwriter’s over-allotment option is exercised in full) for each of up to two three-month extensions,
        up to a total of $4,800,000 (or $5,520,000 if the underwriters’ over-allotment option is exercised in full), in exchange for a non-interest bearing, unsecured promissory note (an “Extension
          Promissory Note”), and such Extension Promissory Note may be convertible into warrants at a price of $1.00 per warrant (“Extension Promissory Note Warrants”); 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 1

      

      

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

      

      

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

      

      

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

      

      

      “Business Combination” shall mean any merger, 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 in the Recitals hereto.

      

      

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

      

      

      “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 it may be amended from time to time.

      

      

      “Extension Loan Warrants” shall have the meaning given in the Recitals.

      

      

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

      

      

      “Form S-3” shall have the meaning given in subsection 2.3.1.

      

      

      “Founder Shares” shall mean the Shares of Class B Common Stock and shall be deemed to include the shares of Common Stock issuable upon
        conversion thereof.

      

      

      
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      “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 Business Combination, (x) if the last reported sales 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.

      

      

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

      

      

      “Insider Letter” shall mean that certain letter agreement, dated as of the date hereof, by and between 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 a 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 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 of the 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) the Founder Shares (including any shares of Common Stock or other equivalent equity security issued
        or issuable upon the conversion of any such Founder Shares or exercisable for Common Stock), (b) the Private Placement Warrants (including any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants), (c)
        the Working Capital Warrants (including any shares of Common Stock issued or issuable upon the conversion of working capital loans), (d) the Extension Promissory Note Warrants (including any shares of Common Stock issued or issuable upon the
        conversion of Extension Promissory Notes), (e) any outstanding shares of Common Stock or any other equity security (including the shares of Common Stock issued or issuable upon the exercise of any other equity security) of the Company held by a
        Holder as of the date of this Agreement, 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 shares,
        recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (i) a Registration Statement with respect
        to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities shall have been
        otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the
        Securities Act; (iii) such securities shall have ceased to be outstanding; or (iv) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

      

      

      
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      “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 are then listed;

      

      

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

      

      

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

      

      

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

      

      

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

      

      

      (F) reasonable fees and expenses of one (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 or the Takedown Requesting Holder initiating an Underwritten Shelf Takedown.

      

      

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

      

      

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

      

      

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

      

      

      “Shelf” shall have the meaning given in subsection 2.3.1.

      

      

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

      

      

      “Sponsor Director” means an individual elected to the Board that has been nominated by the Sponsor pursuant to this Agreement.

      

      

      “Subsequent Shelf Registration” shall have the meaning given in subsection 2.3.2.

      

      

      “Takedown Requesting Holder” shall have the meaning given in subsection 2.3.3.

      

      

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

      

      

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

      

      

      “Underwritten Shelf Takedown” shall have the meaning given in subsection 2.3.3.

      

      

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

      
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      ARTICLE 2

      

      

      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 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 five (5) 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 three (3)
        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 effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand
        Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such 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; provided, further, that an Underwritten Shelf Takedown
        shall not count as a Demand Registration.

      

      

      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, further, that if, after such Registration Statement has been declared effective, an offering of
        Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with
        respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated and (ii) a majority-in-interest of the Demanding 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.

      

      

      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.

      
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      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 Common Stock or other equity securities that the Company desires to sell and the 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 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 Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third,
        to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the 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.

      

      

      2.2 Piggyback Registration.

      

      

      2.2.1 Piggyback Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration
        Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of 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 seven (7) 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 three (3) business days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing
        Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as
        any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such 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 notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.3.3.

      

      

      
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      2.2.2 Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback
        Registration (other than Underwritten Shelf Takedown), in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback 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 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 Section 2.2 hereof, and (iii) the 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:

      

      

      (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; and (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 exercising its rights to register its Registrable Securities pursuant to subsection 2.2.1 hereof, 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, 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;

      

      

      (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, 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. 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.

      

      

      
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      2.3 Shelf Registrations.

      

      

      2.3.1 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 similar short form registration statement that may be available at such time (“Form S-3”), or if the Company is ineligible to use Form S-3, on Form S-1; a registration statement filed pursuant to this subsection 2.3.1 (a “Shelf”) shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder. Within three (3) days of the
        Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on a Shelf, the Company shall promptly give written notice of the proposed Registration 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 shall so notify the Company, in writing, within three (3) business days after the receipt by the
        Holder of the notice from the Company. As soon as practicable thereafter, but not more than ten (10) days after the Company’s initial receipt of such written request for a Registration on a Shelf, the Company shall register 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 this subsection 2.3.1 if 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 Company shall
        maintain each Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep such Shelf continuously effective, available for use
        and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities included on such Shelf. In the event the Company files a Shelf on Form S-1, the Company shall use its commercially
        reasonable efforts to convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3.

      

      

      2.3.2 If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities included thereon are still
        outstanding, the Company shall use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order
        suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the
        effectiveness of such Shelf or file an additional registration statement (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities including on such Shelf,
        and pursuant to any method or combination of methods legally available to, and requested by, any Holder. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf
        Registration to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and (ii) keep such Subsequent Shelf Registration continuously effective, available for use and in compliance with the
        provisions of the Securities Act until such time as there are no longer any Registrable Securities included thereon. Any such Subsequent Shelf Registration shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise,
        such Subsequent Shelf Registration shall be on another appropriate form. In the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon request of a Holder shall
        promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, a Shelf (including by means of a post-effective amendment) or a Subsequent Shelf Registration and
        cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration shall be subject to the terms hereof; provided, however, the Company shall only be required to cause such
        Registrable Securities to be so covered once annually after inquiry of the Holders.

      
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      2.3.3 At any time and from time to time after a Shelf has been declared effective by the Commission, the Sponsor may request to sell all or any portion of its
        Registrable Securities in an underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be
        obligated to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the
        aggregate, $10,000,000. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company at least 48 hours prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate
        number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company shall include in any Underwritten
        Shelf Takedown the securities requested to be included by any holder (each a “Takedown Requesting Holder”) at least 24 hours prior to the public announcement of such Underwritten Shelf
        Takedown pursuant to written contractual piggyback registration rights of such holder (including to those set forth herein). The Sponsor shall have the right to select the underwriter(s) for such offering (which shall consist of one or more
        reputable nationally recognized investment banks), subject to the Company’s prior approval which shall not be unreasonably withheld, conditioned or delayed. For purposes of clarity, any Registration effected pursuant to this subsection 2.3.3
        shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.

      

      

      2.3.4 If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Sponsor and the Takedown
        Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Takedown Requesting Holders (if any) desire to sell, taken together with all other Common Stock or other equity securities
        that the Company desires to sell, exceeds the Maximum Number of Securities, then the Company shall include in such Underwritten Shelf Takedown, as follows: (i) first, the Registrable Securities of the Sponsor 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 Common Stock or other equity securities that the Company desires to sell, which can be sold
        without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Common Stock or other equity securities of the Takedown
        Requesting Holders, if any, that can be sold without exceeding the Maximum Number of Securities, determined Pro Rata based on the respective number of Registrable Securities that each Takedown Requesting Holder has so requested to be included in
        such Underwritten Shelf Takedown.

      

      

      2.3.5 The Sponsor shall have the right to withdraw from an Underwritten Shelf Takedown for any or no reason whatsoever upon written notification to the Company
        and the Underwriter or Underwriters (if any) of its intention to withdraw from such Underwritten Shelf Takedown prior to the public announcement of such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the
        Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Shelf Takedown prior to a withdrawal under this subsection 2.3.5.

      

      

      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 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.

      

      

      
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      ARTICLE 3

      

      

      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, 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 requested by the Holders 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;

      

      

      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 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 action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and
        operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the 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;

      

      

      
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      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 (other than by way of a document incorporated by reference) 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;

      

      

      3.1.10 permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriters 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, Underwriters,
        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 Underwriters 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 Underwriters 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 Underwriters 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 $50,000,000, 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 Underwriters 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.

      

      

      
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      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, Underwriters 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.

      

      

      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 it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby
        covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness
        or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are
        unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the 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.

      

      

      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, to the extent that such rule or such successor rule is available to the Company), 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 4

      

      

      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 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 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 5

      

      

      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, telecopy,
        telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day
        following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the
        affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: 11911 Freedom Drive, Suite 1080, Reston, VA 20190,
        Attention: Michael Zarlenga, with copy to; Steptoe & Johnson LLP, 1114 Avenue of the Americas, New York, New York 10036, Attention: Scott Fisher, and, if to any Holder, at such Holder’s address or facsimile number as set forth in the Company’s
        books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as
        provided in this Section 5.1.

      

      

      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.

      

      

      
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      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.

      

      

      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. 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.

      

      

      5.5 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.

      

      

      5.6 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT
        THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS
        OF SUCH JURISDICTION.

      

      

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

      

      

      5.8 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 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.

      

      

      
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      5.9 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.

      

      

      5.10 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.

      

      

      5.11 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 its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of
        the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this
        Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or
        otherwise.

      

      

      5.12 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.
        Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this
        Agreement, the terms of this Agreement shall prevail.

      

      

      5.13 Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement and (ii) the date as of which no
        Registrable Securities remain outstanding. The provisions of Section 3.5 and Article IV shall survive any termination.

      

      

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

      

      

      [Signature Pages Follows]

      
        16

        
          


      

      

      

      	 	
              COMPANY:

            
	 	 	 
	 	
              PROOF ACQUISITION CORP I

            
	 	 	 
	 	
              By:

            	
              /s/ John C. Backus, Jr.

            
	 	 	
              Name: John C. Backus, Jr.

            
	 	 	
              Title:   Chief Executive Officer and Director 

            


      

      

      

      

      

      

      

      

      

      

      [Signature Page to Registration and Shareholder Agreement]

      
        
          


      

      

      

      

      

      

      

      	 	
              HOLDERS:

            
	 	 	 
	 	
              PROOF ACQUISITION SPONSOR I, LLC

            
	 	 	 
	 	
              By: PROOF Sponsor Management, LLC

            
	 	
              Its: Manager

            	 
	 	 	 
	 	/s/ Steven P. Mullins

            
	 	
              By:

            	Steven P. Mullins 

            
	 	
              Its:

            	Managing Member

            


      

      

      

      

      

      

      

      

      [Signature Page to Registration and Shareholder Agreement]

      
        
          


      

      

      

      	 	
              HOLDERS:

            
	 	 
	 	BLACKROCK CAPITAL ALLOCATION TRUST

            
	 	 
	 	By:

            	BlackRock Advisors, LLC, 

            
	 	 	as Investment Adviser

            
	 	 	 
	 	
              By:

            	/s/ Henry Brennan
	 	 	Henry Brennan, Managing Director


      

      

      

      

      

      

      [Signature Page to Registration and Shareholder Agreement]

       

      

       

      

      
        
          


      

      
        

        

        	 	
                HOLDERS:

              
	 	 
	 	BLACKROCK ESG CAPITAL ALLOCATION TRUST

              
	 	 
	 	By:

              	BlackRock Advisors, LLC, 
	 	 	as Investment Adviser
	 	 	 
	 	
                By:

              	/s/ Henry Brennan
	 	 	Henry Brennan, Managing Director


        

        

        

        

        

        

        [Signature Page to Registration and Shareholder Agreement]

         

        

         

        

        
          
            


        

         

        

        
          

          

          	 	
                  HOLDERS:

                
	 	 
	 	BLACKROCK GLOBAL LONG/SHORT CREDIT FUND OF BLACKROCK FUNDS IV

                
	 	 
	 	By: 

                	BlackRock Advisors, LLC, 
	 	 	as Investment Adviser
	 	 	 
	 	
                  By:

                	/s/ Henry Brennan
	 	 	
                  Henry Brennan, Managing Director

                


          

          

          

          

          

          

          [Signature Page to Registration and Shareholder Agreement]

           

        

         

        

        
          
            


        

         

        

        
          

          

          	 	
                  HOLDERS:

                
	 	 
	 	BLACKROCK STRATEGIC INCOME OPPORTUNITIES PORTFOLIO OF BLACKROCK FUNDS V

                
	 	 
	 	By: 

                	BlackRock Advisors, LLC, 
	 	 	as Investment Adviser
	 	 	 
	 	
                  By:

                	/s/ Henry Brennan
	 	 	Henry Brennan, Managing Director


          

          

          

          

          

          

          [Signature Page to Registration and Shareholder Agreement]

           

        

         

        

        
          
            


        

         

        

        
          

          

          	 	
                  HOLDERS:

                
	 	 
	 	BLACKROCK STRATEGIC GLOBAL BOND FUND, INC.

                
	 	 
	 	By: 

                	BlackRock Advisors, LLC, 
	 	 	as Investment Adviser
	 	 	 
	 	and

                	 
	 	 	 
	 	By:

                	
                  BlackRock International Limited, 

                  

                  its Sub-Adviser;

                  

                  BlackRock (Singapore) Limited, its Sub-Adviser

                  

                
	 	 	 
	 	
                  By:

                	/s/ Henry Brennan
	 	 	Henry Brennan, Managing Director


          

          

          

          

          

          

          [Signature Page to Registration and Shareholder Agreement]

           

        

        
          
            


        

         

        

        
          

          

          	 	
                  HOLDERS:

                
	 	 
	 	BLACKROCK GLOBAL ALLOCATION FUND, INC.

                
	 	 
	 	By: 

                	BlackRock Advisors, LLC, 
	 	 	as Investment Adviser
	 	 	 
	 	
                  By:

                	/s/ Henry Brennan
	 	 	Henry Brennan, Managing Director


          

          

          

          

          

          

          [Signature Page to Registration and Shareholder Agreement]

           

        

        
          
            


        

        
          

          

          	 	
                  HOLDERS:

                
	 	 
	 	BLACKROCK GLOBAL ALLOCATION COLLECTIVE FUND
	 	 
	 	By: 

                	
                  BlackRock Institutional Trust Company, NA,

                  

                  not in its individual capacity but as Trustee of

                  

                  the BlackRock Global Allocation Collective Fund

                  

                
	 	 	 
	 	
                  By:

                	/s/ Henry Brennan
	 	 	Henry Brennan, Managing Director


          

          

          

          

          

          

          [Signature Page to Registration and Shareholder Agreement]

           

          

          
            
              


          

          
            

            

            	 	
                    HOLDERS:

                  
	 	 
	 	STRATEGIC INCOME OPPORTUNITIES BOND FUND

                  
	 	 
	 	By: 

                  	
                    BlackRock Institutional Trust Company, NA,

                    

                    not in its individual capacity but as Trustee of

                    the Strategic Income Opportunities Bond Fund

                    

                  
	 	 	 
	 	
                    By:

                  	/s/ Henry Brennan
	 	 	Henry Brennan, Managing Director


            

            

            

            

            

            

            [Signature Page to Registration and Shareholder Agreement]

             

            

            
              
                


            

             
            

            

            	 	
                    HOLDERS:

                  
	 	 
	 	BLACKROCK TOTAL RETURN BOND FUND

                  
	 	 
	 	By: 

                  	
                    BlackRock Institutional Trust Company, NA,

                    

                    not in its individual capacity but as Trustee of

                    the BlackRock Total Return Bond Fund

                    

                  
	 	 	 
	 	
                    By:

                  	/s/ Henry Brennan
	 	 	Henry Brennan, Managing Director


            

            

            

            

            

            

            [Signature Page to Registration and Shareholder Agreement]

             

            

             

            

            
              
                


            

          

          
            

            

            	 	
                    HOLDERS:

                  
	 	 
	 	MASTER TOTAL RETURN PORTFOLIO OF MASTER BOND LLC

                  
	 	 
	 	By: 

                  	BlackRock Financial Management, Inc.,

                  
	 	 	its Registered Sub-Adviser
	 	 	 
	 	
                    By:

                  	/s/ Henry Brennan
	 	 	Henry Brennan, Managing Director


            

            

            

            

            

            

            [Signature Page to Registration and Shareholder Agreement]

             

            

             

            

            
              
                


            

            
              

              

              	 	
                      HOLDERS:

                    
	 	 
	 	BLACKROCK GLOBAL ALLOCATION PORTFOLIO OF BLACKROCK SERIES FUND, INC.

                    
	 	 
	 	By: 

                    	BlackRock Advisors, LLC, 
	 	 	as Investment Adviser
	 	 	 
	 	
                      By:

                    	/s/ Henry Brennan
	 	 	Henry Brennan, Managing Director


              

              

              

              

              

              

              [Signature Page to Registration and Shareholder Agreement]

            

             

            

             

            

            
              
                


            

            
              
                

                

                	 	
                        HOLDERS:

                      
	 	 
	 	BLACKROCK GLOBAL ALLOCATION V.I. FUND OF BLACKROCK VARIABLE SERIES FUND, INC.

                      
	 	 
	 	By: 

                      	BlackRock Advisors, LLC, 
	 	 	as Investment Adviser
	 	 	 
	 	
                        By:

                      	/s/ Henry Brennan
	 	 	Henry Brennan, Managing Director


                

                

                

                

                

                

                [Signature Page to Registration and Shareholder Agreement]

                 

                

                 

                

                
                  
                    


                

                
                  
                    

                    

                    	 	
                            HOLDERS:

                          
	 	 
	 	BLACKROCK INVESTMENT MANAGEMENT (AUSTRALIA) LIMITED AS RESPONSIBLE ENTITY OF THE BLACKROCK GLOBAL ALLOCATION FUND (AUST)

                          
	 	 
	 	By: 

                          	BlackRock Investment Management, LLC, 
	 	 	as Sub-Investment Manager

                          
	 	 	 
	 	
                            By:

                          	/s/ Henry Brennan
	 	 	Henry Brennan, Managing Director


                    

                    

                    

                    

                    

                    

                    [Signature Page to Registration and Shareholder Agreement]

                  

                

              

            

          

        

      

      
        
          


      

      

      

      Schedule A

      

      

      Purchasers of Private Placement Warrants

      

      

      	

            	1.	
              BlackRock Capital Allocation Trust

            


      	

            	2.	
              BlackRock ESG Capital Allocation Trust

            


      	

            	3.	
              BlackRock Global Long/Short Credit Fund of BlackRock Funds IV

            


      	

            	4.	
              BlackRock Strategic Income Opportunities Portfolio of BlackRock Funds V

            


      	

            	5.	
              BlackRock Strategic Global Bond Fund, Inc.

            


      	

            	6.	
              BlackRock Global Allocation Fund, Inc.

            


      	

            	7.	
              BlackRock Global Allocation Collective Fund

            


      	

            	8.	
              Strategic Income Opportunities Bond Fund

            


      	

            	9.	
              BlackRock Total Return Bond Fund

            


      	

            	10.	
              Master Total Return Portfolio of Master Bond LLC

            


      	

            	11.	
              BlackRock Global Allocation Portfolio of BlackRock Series Fund, Inc.

            


      	

            	12.	
              BlackRock Global Allocation V.I. Fund of BlackRock Variable Series Funds, Inc.

            


      	

            	13.	
              For BlackRock Investment Management (Australia) Limited as responsible entity of the BlackRock Global Allocation Fund (Aust)