Exhibit 10.2


 


FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS
AGREEMENT


 


THIS
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [󠄛●],
2022, is made and entered into by and among NAAC Holdco, Inc., a Delaware corporation, (the “Company”), NAAC
Sponsor LP, a Delaware limited partnership (the “Sponsor”), and each of the undersigned parties listed under
 “Holders” on the signature page hereto (each such party, together with the Sponsor, and any person or entity who hereafter
becomes a party to this Agreement pursuant to Section 6.2 or Section 6.10 of this Agreement, a “Holder”
and collectively the “Holders”). Except as otherwise stated, capitalized terms used but not otherwise defined
herein shall have the meanings provided in the Business Combination Agreement (as defined below).


 


RECITALS


 


WHEREAS,
on January 21, 2021, North Atlantic Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), the
Sponsor and certain other security holders named therein (the “Existing Holders”) entered into that certain
Registration Rights Agreement (the “Existing Registration Rights Agreement”), pursuant to which the Company
granted the Sponsor and such other Existing Holders certain registration rights with respect to certain securities of SPAC;


 


WHEREAS,
on December 16, 2021, SPAC, North Atlantic Acquisition, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company,
(“New SPAC”), BICS SA, a Belgian limited liability company (“BICS”), Torino Holding
Corp., a Delaware corporation (“Torino”) and the Company entered into that certain Business Combination Agreement
(the “Business Combination Agreement”), pursuant to which, among other things, SPAC will merge with and into
New SPAC with New SPAC being the surviving company in such Merger (the “SPAC Merger”), and following the SPAC
Merger, BICS shall convey all outstanding shares of Torino to the Company in exchange for the Cash Consideration and Common Stock of the
Company (as further described in the Business Combination Agreement, such transaction the “Share Acquisition”),
resulting in Torino being a wholly owned subsidiary of the Company (the “Business Combination”);


 


WHEREAS,
after the closing of the Business Combination (the “Closing”), the Holders will own all of the issued and outstanding
shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and the Sponsor
will own warrants to purchase [●] shares of Common Stock (the “Private Placement Warrants”); and


 


WHEREAS,
the Company and the Existing Holders desire to amend and restate the Existing Registration Rights 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:


 


“Additional
Holder” shall have the meaning given in Section 6.10.


 






    


     


    

 


“Additional
Holder Common Stock” shall have the meaning given in Section 6.10.


 


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


 


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


 


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


 


“Blackout Period”
shall mean a broadly applicable and regularly scheduled period during which trading in the Company’s securities would not be permitted
under the Company’s insider trading policy.


 


“Block
Trade” shall have the meaning given to it in subsection 2.4.1.


 


“Board”
shall mean the board of directors of the Company.


 


“Business Combination”
shall have the meaning given in the Recitals hereto.


 


“Business Combination
Agreement” shall have the meaning given in the Recitals hereto.


 


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


 


“Commission”
shall mean the Securities and Exchange Commission.


 


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


 


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


 


“Demanding
Holder” shall have the meaning given in subsection 2.1.5.


 


“Effective Date”
shall have the meaning given in subsection 2.1.2.


 


“Effectiveness
Period” shall have the meaning given in subsection 3.1.1 of this Agreement.


 


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


 


“Existing Holders”
shall have the meaning given in the Recitals hereto.


 


“Existing Registration
Rights Agreement” shall have the meaning given in the Recitals hereto.


 


“Fall-Away Condition”
shall mean the closing price of the Common Stock being equal to or in excess of $15.00 per share (as adjusted for share sub-divisions,
share capitalizations, reorganizations or recapitalizations) for any 20 trading days within any 30-trading day period following the Closing.


 






    


     


    

 


“Financial
Counterparty” shall have the meaning given in subsection 3.1.10 of this Agreement.


 


“Holder
Indemnified Persons” shall have the meaning given in subsection 4.1.1 of this Agreement.


 


“Holder
Information” shall have the meaning given in subsection 4.1.2.


 


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


 


“Joinder”
shall have the meaning given in Section 6.10.


 


“Lock-up”
shall have the meaning given in Section 5.1.


 


“Lock-up
Period” shall mean the period beginning on the Acquisition Closing Date and ending on the earlier of the date that is 12
(twelve) months after the Acquisition Closing Date; provided, that if (a) at least one hundred-twenty (120) days have elapsed since
the Acquisition Closing Date and (b) the Lock-up Period is scheduled to end during a Blackout Period or within five Trading Days prior
to a Blackout Period, the Lock-up Period shall end ten (10) Trading Days prior to the commencement of the Blackout Period (the “Blackout-Related
Release”); provided that the Company shall announce the date of the expected Blackout-Related Release through a major
news service, or on a Form 8-K, at least two (2) Trading Days in advance of the Blackout-Related Release; and provided further
that the Blackout-Related Release shall not occur unless the Company shall have publicly released its earnings results for the quarterly
period during which the Closing occurred. For the avoidance of doubt, in no event shall the Lock-up Period end earlier than one hundred-twenty
(120) days after the Acquisition Closing Date pursuant to the Blackout-Related Release, subject to certain exceptions related to the satisfaction
of the Fall-Away Condition and Second Fall-Away Condition as set forth in Section 5.1.


 


“Lock-up
Shares” shall mean (i) the shares of Common Stock held by the Holders immediately following the Closing; and (ii)
any equity securities of the Company that may be issued or distributed or be issuable with respect to the securities referred to in clause
(i) by way of conversion, dividend, stock split or other distribution, merger, consolidation, exchange, recapitalization or reclassification
or similar transaction; provided that, for clarity, shares of common stock issued in connection with the private placements shall
not constitute Lock-up Shares.


 


“Maximum
Number of Securities” shall have the meaning given in subsection 2.1.6 of this Agreement.


 


“Minimum
Underwritten Offering Threshold” shall have the meaning given in subsection 2.1.5.


 


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


 


“New SPAC”
shall have the meaning given in the Recitals hereto.


 


“Other
Coordinated Offering” shall have the meaning given to it in subsection 2.4.1.


 






    


     


    

 


“Permitted
Transferees” shall mean (a) prior to the expiration of the Lock-up Period, any person or entity to whom a Holder is permitted
to transfer Registrable Securities pursuant to Section 5.2 and (b) after the expiration of the Lock-up Period, any
person or entity to whom a Holder is permitted to transfer Registrable Securities.


 


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


 


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


 


“Pro
Rata” shall have the meaning given in subsection 2.1.6 of this Agreement.


 


“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 Private Placement Warrants (including any shares of Common Stock issued or issuable upon the exercise of any such Private
Placement Warrants), (b) 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 in an amount up to $1,500,000 made to SPAC by a
Holder, (c) 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, (d) any Additional Holder
Common Stock, (e) any shares of the Company issued or to be issued to any Holders in connection with the Business Combination 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 share capitalization
or share sub-division or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided,
however, that, as to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (A)
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; (B) 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;
(C) such securities shall have ceased to be outstanding; or (D) such securities may be sold without registration pursuant to Rule 144
and Rule 145 (as applicable) promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but
with no volume or other restrictions or limitations).


 


“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 any such registration statement having been
declared effective by, or become effective pursuant to the rules promulgated by, the Commission.


 


“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 national
securities exchange on which the shares of 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 or Underwritten
Offering;


 


(F) the fees and expenses
incurred in connection with the listing of any Registrable Securities on each national securities exchange on which the shares of Common
Stock is then listed;


 


(G) the fees and expenses
incurred by the Company in connection with any Underwritten Offerings or other offering involving an Underwriter; and


 


(H) reasonable fees and expenses
of one (1) legal counsel selected jointly by the majority-in-interest of Registrable Securities held by the Demanding Holders initiating
an Underwritten Demand, the Requesting Holders participating in an Underwritten Offering and the Holders participating in a Piggyback
Registration, as applicable.


 


“Registration
Statement” shall mean any registration statement under the Securities Act 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 2.1.5 of this Agreement.


 


“Second Fall-Away
Condition” shall mean the closing price of the Common Stock being equal to or in excess of $20.00 per share (as adjusted
for share sub-divisions, share capitalizations, reorganizations or recapitalizations) for any 20 trading days within any 30-trading day
period following the Closing.


 


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


 


“Share Acquisition”
shall have the meaning given in the Recitals hereto.


 


“Shelf
Registration” shall have the meaning given in subsection 2.1.1 of this Agreement.


 


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


 


“SPAC Merger”
shall have the meaning given in the Recitals hereto.


 


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


 


“Subsequent
Shelf Registration Statement” shall have the meaning given in subsection 2.1.3.


 


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


 


“Transfer”
shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option
to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent
position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act
with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash
or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).


 






    


     


    

 


“Trading Day”
means a day on which the New York Stock Exchange and the Nasdaq Stock Market are open for the buying and selling of securities.


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal or as broker, placement agent or sales agent pursuant
to a Registration and not as part of such dealer’s market-making activities.


 


“Underwritten
Demand” shall have the meaning given in subsection 2.1.5 of this Agreement.


 


“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.


 


“Withdrawal
Notice” shall have the meaning given in subsection 2.1.7.


 


Article
II



REGISTRATIONS


 


2.1          Registration.


 


2.1.1        Shelf Registration. The Company agrees that, as soon as practicable (but in any case within thirty (30) calendar
days after the consummation of the Business Combination), the Company shall file with the Commission (at the Company’s sole cost
and expense) a Registration Statement registering the resale or other disposition of the Registrable Securities (a “Shelf
Registration”), which Shelf Registration may include shares of Common Stock that may be issuable upon exercise of outstanding
warrants, or shares that may have been purchased in any private placement that was consummated at the same time as the Closing.


 


2.1.2        Effective Registration. The Company shall use its commercially reasonable efforts to cause such Registration Statement
to become effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Subject
to the limitations contained in this Agreement, the Company shall effect any Shelf Registration on such appropriate registration form
of the Commission (a) as shall be selected by the Company and (b) as shall permit the resale or other disposition of the Registrable Securities
by the Holders. The Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon
as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the Commission
notifies the Company that it will “review” the Registration Statement) following the Closing and (ii) the 10th business day
after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement
will not be “reviewed” or will not be subject to further review (such earlier date, the “Effective Date”);
provided, however, that if the Commission is closed for operations due to a government shutdown, the Effective Date shall be extended
by the same amount of days that the Commission remains closed for operations. If at any time a Registration Statement filed with the Commission
pursuant to subsection 2.1.1 is effective and a Holder provides written notice to the Company that it intends to effect an offering
of all or part of the Registrable Securities included on such Registration Statement, the Company will use its commercially reasonable
efforts to amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place in accordance
with the terms of this Agreement.


 






    


     


    

 


2.1.3        Subsequent Shelf Registration. If any Registration Statement ceases to be effective under the Securities Act for
any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially
reasonable efforts to as promptly as is reasonably practicable cause such Registration Statement to again become effective under the Securities
Act (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of
such Registration Statement), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such
Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Registration
Statement or file an additional Registration Statement as a Shelf Registration (a “Subsequent Shelf Registration Statement”)
registering the resale of all Registrable Securities (determined as of two (2) business days prior to such filing), and pursuant to any
method or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration
Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement
to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the
Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the
Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most
recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available
for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions
of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration Statement
shall be a Registration Statement on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent
Shelf Registration Statement shall be on another appropriate form. The Company’s obligation under this subsection 2.1.3,
shall, for the avoidance of doubt, be subject to Section 3.4.


 


2.1.4         
Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable
Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of the Sponsor or a
Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered, at the
Company’s option, by any then available Registration Statement (including by means of a post-effective amendment) or by filing a
Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Registration
Statement or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company
shall only be required to cause such Registrable Securities to be so covered twice per calendar year for each of the Sponsor and the Holders.


 


2.1.5        Underwritten Offering. Subject to the provisions of subsection 2.1.6 and Section 2.5 of this Agreement, the
Sponsor, a Holder or group of Holders (any of the Sponsor, Holder or group of Holders being in such case, a “Demanding Holder”)
may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with
subsection 2.1.1 of this Agreement (an “Underwritten Demand”); provided, that the Company shall
only be obligated to effect an Underwritten Offering if such offering shall include Registrable Securities proposed to be sold by the
Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed,
in the aggregate, $40 million (the “Minimum Underwritten Offering Threshold”). The Demanding Holder shall have
the responsibility to engage an underwriter(s), which shall be reasonably acceptable to the Company, and the Company shall have no responsibility
for engaging any underwriter(s) for an Underwritten Offering. The Company shall, within five (5) business days of the Company’s
receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter requests to
include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to such Underwritten Demand
(each such Holder, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one
(1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by such Holder of the notice from the Company.
Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled
to have their Registrable Securities included in such Underwritten Offering pursuant to such Underwritten Demand. In such event, the
right of any Holder or Requesting Holder to registration pursuant to this subsection 2.1.5, shall be conditioned upon such Holder’s
or Requesting Holder’s participation in such underwriting and the inclusion of such Holder’s or Requesting Holder’s
Registrable Securities in the underwriting to the extent provided herein. All such Holders or Requesting Holders proposing to distribute
their Registrable Securities through such Underwritten Offering under this subsection 2.1.5 shall enter into an underwriting agreement
in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating such Underwritten
Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings
demanded by the Holders pursuant to this subsection 2.1.5 and is not obligated to effect an Underwritten Offering pursuant to
this subsection 2.1.5 within ninety (90) days after the closing of an Underwritten Offering.


 






    


     


    

 


2.1.6        Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Offering, pursuant
to an Underwritten Demand, in good faith, advises or advise the Company, the Demanding Holders, the Requesting Holders and other persons
or entities holding Registrable Securities or other equity securities of the Company that were requested to be included in such Underwritten
Offering, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of
Common Stock or other securities, if any, as to which registration has been requested pursuant to written contractual piggyback registration
rights held by other equity holders of the Company who desire to sell (if any) that the dollar amount or number of Registrable Securities
or other equity securities of the Company requested to be included in such Underwritten Offering exceeds the maximum dollar amount or
maximum number of equity securities of the Company 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 (pro rata based on the respective
number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Offering, regardless of the
number of shares held by each such person and the aggregate number of Registrable Securities that the Demanding Holders have requested
be included in such Underwritten Offering (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 the Requesting Holders, Pro Rata, 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 of the Company that the Company
desires to sell and 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 the Company held by other persons or entities that the Company is obligated to include pursuant to separate
written contractual arrangements with such persons or entities and that can be sold without exceeding the Maximum Number of Securities.


 


2.1.7        Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used
for marketing such Underwritten Offering, a majority-in-interest of the Demanding Holders initiating an Underwritten Offering shall have
the right to withdraw from such Underwritten Offering for any or no reason whatsoever upon written notification (a “Withdrawal
Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten
Offering; provided that the Sponsor or a Holder may elect to have the Company continue an Underwritten Offering if the Minimum
Underwritten Offering Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Offering
by the Sponsor, the Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten
Offering shall constitute a demand for an Underwritten Offering by the withdrawing Demanding Holder for purposes of subsection 2.1.6,
unless either (i) such Demanding Holder has not previously withdrawn any Underwritten Offering or (ii) such Demanding Holder reimburses
the Company for all Registration Expenses with respect to such Underwritten Offer (or, if there is more than one Demanding Holder, a pro
rata portion of such Registration Expenses based on the respective number of Registrable Securities that each Demanding Holder has requested
be included in such Underwritten Offering); provided that, if the Sponsor or a Holder elects to continue an Underwritten Offering
pursuant to the proviso in the immediately preceding sentence, such Underwritten Offering shall instead count as an Underwritten Offering
demanded by the Sponsor or such Holder, as applicable, for purposes of subsection 2.1.6. Following the receipt of any Withdrawal
Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Underwritten
Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred
in connection with an Underwritten Offering prior to its withdrawal under this subsection 2.1.7, other than if a Demanding Holder
elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this subsection 2.1.7.


 






    


     


    

 


2.2          Piggyback Registration.


 


2.2.1        Piggyback Rights. Subject to the provisions of subsection 2.2.2 and Section 2.5 hereof, if, at any
time on or after the date the Company consummates a Business Combination, the Company proposes to consummate an Underwritten Offering
for its own account or for the account of stockholders of the Company, then the Company shall give written notice of such proposed action
to all of the Holders as soon as practicable, which notice shall (x) describe the amount and type of securities to be included, the intended
method(s) of distribution and the name of the proposed managing Underwriter or Underwriters, if any, and (y) offer to all of the Holders
the opportunity to include such number of Registrable Securities as such Holders may request in writing within two (2) days (unless such
offering is an overnight or bought Underwritten Offering, then one (1) day), in each case 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 commercially reasonable 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
Piggyback Registration and to permit the resale or other disposition of such Registrable Securities in accordance with the intended method(s)
of distribution thereof. All such Holders proposing to include Registrable Securities in an Underwritten Offering under this subsection
2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering
by the Company.


 


2.2.2        Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that
is to be a Piggyback Registration, 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 shares of equity securities of the Company that the Company desires to sell,
taken together with (i) the shares of equity securities of the Company, if any, as to which the Underwritten Offering 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 a Piggyback Registration has been requested pursuant to Section 2.2 of this Agreement
and (iii) the shares of equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested
pursuant to separate written contractual piggyback registration rights of other stockholders of the Company, exceeds the Maximum Number
of Securities, then:


 






    


     


    

 


(a)           If the Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Underwritten
Offering (A) first, the shares of Common Stock or other equity securities of the Company 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 requesting a Piggyback Registration pursuant to subsection
2.2.1 of this Agreement, 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 or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant
to written contractual piggyback registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum
Number of Securities;


 


(b)           If the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities,
then the Company shall include in any such Underwritten Offering (A) first, the shares of Common Stock or other equity securities of the
Company, if any, of such requesting persons or entities, other than the Holders, 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 requesting a Piggyback Registration pursuant to subsection 2.2.1 of this Agreement, 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 of the Company
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 of the Company 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; or


 


(c)           If the Underwritten Offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof,
then the Company shall include in any such Registration or registered offering securities in the priority set forth in subsection 2.1.6.


 


2.2.3        Piggyback Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right
to withdraw from an Underwritten Offering, and related obligations, shall be governed by subsection 2.1.7) shall have the right
to withdraw from a Piggyback Registration 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 commencement of the Underwritten Offering. 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. The Company (whether on its own good faith determination
or as a result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw an Underwritten Offering
undertaken for the Company’s account at any time prior to the effectiveness of such Registration Statement.


 


2.2.4        Unlimited Piggyback Registration Rights. For purposes of clarity, subject to subsection 2.1.7, any Piggyback
Registration or Underwritten Offering effected pursuant to Section 2.2 of this Agreement shall not be counted as an Underwritten
Offering pursuant to an Underwritten Demand effected under Section 2.1 of this Agreement.


 






    


     


    

 


2.3          Market Stand-off. In connection with
any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by
the managing Underwriters, each Holder of Registrable Securities in excess of five percent (5%) of the outstanding Common Stock that participates
and sells Registrable Securities in such Underwritten Offering (and for which it is customary for such a Holder to agree to a lock-up)
agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such
offering pursuant to this Agreement), without the prior written consent of the Company, during the sixty (60)-day period (or such shorter
time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such
lock-up agreement or in the event the managing Underwriters otherwise agree by written consent. Each such Holder that participates and
sells Registrable Securities in such Underwritten Offering agrees to execute a customary lock-up agreement in favor of the Underwriters
to such effect (in each case on substantially the same terms and conditions as all such Holders that execute a lock-up agreement).


 


2.4          Block Trades Other Coordinated Offerings.


 


2.4.1        Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to
time when an effective Registration Statement is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten
registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block
Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution
agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total offering
price reasonably expected to exceed, in the aggregate, either (x) $25 million or (y) all remaining Registrable Securities held by the
Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.4, such Holder
shall notify the Company of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering
is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade
or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing
to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any
Underwriters or brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making
such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to
the Block Trade or Other Coordinated Offering.


 


2.4.2        Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block
Trade or Other Coordinated Offering, a majority-in interest of the Demanding Holders initiating such Block Trade or Other Coordinated
Offering shall have the right to submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty
(if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary
in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated
Offering prior to its withdrawal under this subsection 2.4.2.


 


2.4.3        Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated
Offering initiated by a Demanding Holder pursuant to Section 2.4 of this Agreement.


 






    


     


    

 


2.4.4        The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial
Counterparty (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally
recognized investment banks).


 


2.4.5        A Holder in the aggregate may demand no more than four (4) Block Trades or Other Coordinated Offerings pursuant to this Section
2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to
this Section 2.4 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.5 hereof.


 


2.5          Restrictions on Registration Rights.
If the Holders have requested an Underwritten Offering pursuant to an Underwritten Demand and in the good faith judgment of the Board
such Underwritten Offering would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer
the undertaking of such Underwritten Offering 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
to undertake such Underwritten Offering in the near future and that it is therefore essential to defer the undertaking of such Underwritten
Offering. In such event, the Company shall have the right to defer such offering for a period of not more than thirty (30) days; provided,
however, that the Company shall not defer its obligations in this manner more than once in any twelve (12) month period.


 


Article
III



COMPANY PROCEDURES


 


3.1          General Procedures. The Company shall
use its commercially reasonable efforts to effect such Registration or Underwritten Offering to permit the resale or other disposition
of such Registrable Securities in accordance with the intended plan of distribution thereof (and including all manners of distribution
in such Registration Statement as Holders may reasonably request in connection with the filing of such Registration Statement and as permitted
by law, including distribution of Registrable Securities to a Holder’s members, securityholders or partners), and pursuant thereto
the Company shall, as expeditiously as possible and to the extent applicable:


 


3.1.1        prepare and file with the Commission after the consummation of the Business Combination a Registration Statement with respect to
such Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective in accordance
with Section 2.1, including filing a replacement Registration Statement, if necessary, and remain effective until all Registrable
Securities covered by such Registration Statement have been sold or are no longer outstanding (such period, the “Effectiveness
Period”);


 


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, (a) as may be reasonably requested by any Holder that holds at least five-percent (5%) of the Registrable Securities
registered on such Registration Statement, any Underwriter or the Sponsor (provided that at the time of such request, the Sponsor
holds at least 25% of the amount of outstanding shares of Common Stock of the Company that it held at the Closing), or (b) 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 plan of distribution provided by the Holders and as set forth in such Registration Statement or supplement
to the Prospectus or are no longer outstanding;


 






    


     


    

 


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 or Underwritten Offering, 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 (including each preliminary
Prospectus) and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or Underwritten
Offering 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; provided that the Company will not have any obligation to provide any document pursuant to this subsection
3.1.3 that is available on the Commission’s EDGAR system;


 


3.1.4        prior to any Underwritten Offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify
the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions
in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan
of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration
or qualification) 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 national 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 or Underwritten Offering;


 


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 efforts to prevent the issuance of any stop order or to obtain
its withdrawal if such stop order should be issued;


 


3.1.8        during the Effectiveness Period, furnish a conformed copy of each 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, promptly after such filing of such documents with the Commission to each seller of such Registrable Securities
or its counsel; provided that the Company will not have any obligation to provide any document pursuant to this subsection 3.1.8
that is available on the Commission’s EDGAR system;


 


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 of this Agreement;


 






    


     


    

 


3.1.10      in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a Financial Counterparty pursuant
to such Registration, permit a representative of the Holders (such representative to be selected by a majority of the Holders), the Underwriters
or other financial institutions facilitating such Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant
to such Registration, if any, and any attorney, consultant or accountant retained by such Holders or Underwriter to participate, at each
such person’s or entity’s own expense, in the preparation of the Registration Statement or the Prospectus, and cause the Company’s
officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, financial institution,
attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives or
Underwriters or financial institutions agree to confidentiality arrangements in form and substance reasonably satisfactory to the Company,
prior to the release or disclosure of any such information;


 


3.1.11      obtain a comfort letter from the Company’s independent registered public accountants in the event of an Underwritten Offering,
a Block Trade or sale by a Financial Counterparty pursuant to such Registration (subject to such Financial Counterparty providing such
certification or representation reasonably requested by the Company’s independent registered public accountants and the Company’s
counsel), in customary form and covering such matters of the type customarily covered by comfort letters as the managing Underwriter may
reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;


 


3.1.12      in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a Financial Counterparty pursuant
to such Registration, 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 participating Holders, the
Financial Counterparty, 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 participating Holders, Financial Counterparty or Underwriter may reasonably request and as
are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to such participating Holders, Financial
Counterparty or Underwriter;


 


3.1.13      in the event of an Underwritten Offering or a Block Trade, or an Other Coordinated Offering or sale by a Financial Counterparty
pursuant to such Registration to which the Company has consented, to the extent reasonably requested by such Financial Counterparty in
order to engage in such offering, allow the Financial Counterparty to conduct customary “underwriter’s due diligence”
with respect to the Company;


 


3.1.14      in the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a Financial Counterparty pursuant
to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement, in usual and
customary form, with the managing Underwriter or the Financial Counterparty of such offering or sale;


 


3.1.15      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);


 


3.1.16      with respect to an Underwritten Offering pursuant to subsection 2.1.5 use its commercially reasonable efforts to make available
senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by
the Underwriter in any Underwritten Offering; and


 






    


     


    

 


3.1.17      otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating
Holders, consistent with the terms of this Agreement, in connection with such Registration.


 


Notwithstanding the foregoing, the Company shall
not be required to provide any documents or information to an Underwriter or Financial Counterparty if such Underwriter or Financial Counterparty
has not then been named with respect to the applicable Underwritten Offering or other offering involving a registration as an Underwriter
or Financial Counterparty, as applicable.


 


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


 


3.3          Requirements for Participation in Underwritten Offerings.
Notwithstanding anything in this Agreement to the contrary, if any Holder does not provide the Company with its requested Holder Information,
the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company
determines, based on the advice of counsel, that such information is necessary to effect the registration and such Holder continues thereafter
to withhold such information. No person or entity may participate in any Underwritten Offering for equity securities of the Company pursuant
to a Registration initiated by the Company hereunder unless such person or entity (i) agrees to sell such person’s or entity’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; Restrictions on Registration Rights.


 


3.4.1         
Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains or includes a Misstatement,
each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented
or amended Registration Statement or Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to
prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised
in writing by the Company that the use of the Registration Statement or Prospectus may be resumed.


 


3.4.2        Subject to subsection 3.4.4, if the filing, initial effectiveness or continued use of a Registration Statement in respect
of any Registration or Underwritten Offering at any time would (a) require the Company to make an Adverse Disclosure, (b) require the
inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s
control, or (c) in the good faith judgment of the majority of the Board, be seriously detrimental to the Company and the majority of the
Board concludes as a result that it is essential to defer such filing, initial effectiveness or continued use at such time, 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 determined in good faith by the Company to be necessary for such purpose.
Notwithstanding the foregoing, the Company may delay or suspend continued use of a Registration Statement or Prospectus in respect of
a Registration or Underwritten Offering in order to file and make effective a post-effective amendment to such Registration Statement
in connection with the filing of the Company’s Annual Report on Form 10-K, and such suspension shall not be subject to the provisions
of subsection 3.4.4. In the event the Company exercises its rights under the preceding sentences in this Section 3.4, the
Holders agree to suspend, immediately upon their receipt of the notices referred to in this Section 3.4, their use of the Registration
Statement or Prospectus in connection with any resale or other disposition of 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.


 






    


     


    

 


3.4.3        Subject to subsection 3.4.4, (a) during the period starting with the date thirty (30) days prior to the Company’s
good faith estimate of the date of the filing of, and ending on a date sixty (60) days after the effective date of, a Company-initiated
Registration and provided that the Company continues to actively employ, in good faith, all reasonable efforts to maintain the effectiveness
of the applicable Registration Statement, or (b) if, pursuant to subsection 2.1.5, Holders have requested an Underwritten Offering
and the Company and Holders are unable to obtain the commitment of underwriters to firmly underwrite such offering, the Company may, upon
giving prompt written notice of such action to the Holders, delay any other registered offering pursuant to subsection 2.1.5 or
Section 2.4.


 


3.4.4        The right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to subsection
3.4.2 or a registered offering pursuant to subsection 3.4.3 shall be exercised by the Company on not more than two (2) occasions
and, in the aggregate, for not more than sixty (60) consecutive calendar days or more than one hundred-twenty (120) total calendar days
in each case, during any twelve (12)-month period.


 


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. 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 resell
or otherwise dispose of shares of Registrable Securities held by such Holder without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by
the Commission), including providing any customary legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder
a written certification of a duly authorized officer as to whether it has complied with such requirements.


 


Article
IV



INDEMNIFICATION AND CONTRIBUTION


 


4.1          Indemnification.


 


4.1.1        The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors,
employees, advisors, agents, representatives, members and each person who controls such Holder (within the meaning of the Securities Act)
(collectively, the “Holder Indemnified Persons”) against all losses, claims, damages, liabilities and expenses
(including reasonable attorneys’ fees and inclusive of all reasonable attorneys’ fees arising out of the enforcement of each
such persons’ rights under this Section 4.1) resulting from any Misstatement or alleged Misstatement, except insofar as the
same are caused by or contained or included in any information furnished in writing to the Company by or on behalf of such Holder Indemnified
Person specifically for use therein.


 


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 (the “Holder Information”) and, to the extent permitted by law, shall, severally and
not jointly, indemnify the Company, its officers, directors, employees, advisors, agents, representatives and each person who controls
the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including reasonable
attorneys’ fees and inclusive of all reasonable attorneys’ fees arising out of the enforcement of each such persons’
rights under this Section 4.1) resulting from any Misstatement or alleged Misstatement, but only to the extent that the same are
made in reliance on and in conformity with information relating to the Holder so furnished in writing to the Company by or on behalf of
such Holder specifically for use therein. In no event shall the liability of any selling Holder hereunder be greater in amount than the
net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement giving rise to such
indemnification obligation.


 






    


     


    

 


4.1.3        Any person or entity 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 or there may be reasonable defenses available to the indemnified party that are different from or additional
to those available to the indemnifying party, 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, not to be unreasonably withheld or delayed,
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 includes a statement or
admission of fault and culpability on the part of such indemnified party or which settlement does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or
litigation.


 


4.1.4        The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made
by or on behalf of the indemnified party or any officer, director, employee, advisor, agent, representative, member or controlling person
or entity 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 of this Agreement is held by a court of competent jurisdiction to be unavailable
to 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 to the extent permitted by law 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 a court of law by reference to, among other things, whether
the Misstatement or alleged Misstatement relates to information supplied by such indemnifying party or such 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 of this Agreement, any reasonable 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



LOCK-UP


 


5.1          Lock-up. Subject to Section 5.2,
the Holders agree that they shall not Transfer any Lock-up Shares until the end of the Lock-up Period (the “Lock-up”).
Notwithstanding the foregoing, (a) upon the satisfaction of the Fall-Away Condition within the Lock-up Period, 10% of each Holder’s
total Lock-up Shares shall be released from the Lock-up restrictions, and (b) upon the satisfaction of the Second Fall-Away Condition
within the Lock-up Period, an incremental 10% of each Holder’s total Lock-up Shares shall be released from the Lock-up restrictions.



 


5.2          Permitted Transferees. Notwithstanding
the provisions set forth in Section 5.1, the Holders
or their respective Permitted Transferees may Transfer the Lock-up Shares during the Lock-up Period (a) to (i) the Company’s officers
or directors, (ii) any affiliates or family members of the Company’s officers or directors or (iii) the Holders or any direct or
indirect partners, members or equity holders of the Holders, any affiliates of the Holders or any related investment funds or vehicles
controlled or managed by such persons or entities or their respective affiliates; (b) in the case of an individual, by gift to a member
of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family
or an affiliate of such person or entity, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent
and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e)
by virtue of a Holder’s organizational documents, upon dissolution of such Holder; (f) in connection with any bona fide mortgage,
encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder,
including foreclosure thereof; (g) to the Company; or (h) in connection with a liquidation, merger, stock exchange, reorganization, tender
offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s
stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Acquisition
Closing Date; provided that in connection with any Transfer of such Lock-up Shares, the restrictions and obligations contained in Section
5.1 will continue to apply to such Lock-up Shares after any Transfer of such Lock-up Shares and such transferee shall continue to
be bound by such restrictions and obligations for the balance of the Lock-up Period; provided further, however, that in
the case of clauses (a) through (e) these permitted transferees must enter into a written agreement with the Company agreeing
to be bound by the transfer restrictions in this Article V.


 






    


     


    

 


Article
VI



MISCELLANEOUS


 


6.1          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 or sent by overnight
mail via a reputable overnight carrier, in each case providing evidence of delivery or (iii) transmission by facsimile or email. 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 (3rd) business day following the date on which it is mailed, in the case
of notices delivered by courier service, hand delivery, or overnight mail 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, and in the case of notices
delivered by facsimile or email, at such time as it is successfully transmitted to the addressee. Any notice or communication under this
Agreement must be addressed, (a) if to the Company, to NAAC Holdco, Inc., 13274 Fiji Way, Suite 600, Marina Del Rey, CA 90292, Attention:
Legal or by email at legal@telesign.com, with a copy, which shall not constitute notice (1) to Linklaters LLP, 1290 Avenue of the Americas,
New York, NY 10104, Attention Jeffrey Cohen and Peter Cohen-Millstein or by email at Jeffrey.cohen@linklaters.com and Peter.cohen-millstein@linklaters.com,
and (2) if before the Closing and so long thereafter an NAAC director remains on the Board of Directors of the Company, to Reed Smith
LLP, 2850 N. Harwood St., Suite 1500, Dallas, TX 75201, Attention: Lynwood Reinhardt, or (b) to any Holder, to the address of such Holder
as it appears in the applicable register for the Registrable Securities or such other address as may be designated in writing by such
Holder (including on the signature pages hereto). 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 6.1.


 


6.2          Assignment; No Third Party Beneficiaries.


 


6.2.1        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.


 


6.2.2        This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors.


 


6.2.3        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 6.2 of this Agreement.


 


6.2.4        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 6.1 of
this Agreement 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 6.2 shall be null and void.


 


6.3          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.


 






    


     


    

 


6.4          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.


 


6.5          Trial by Jury. 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.


 


6.6          Amendments and Modifications. Upon
the written consent of (i) the Company, (ii) the Holders of at least a majority in interest of the Registrable Securities held by the
Holders at the time in question and (iii) the Sponsor (provided that at the time of such consent, the Sponsor holds at least 25%
of the amount of outstanding shares of Common Stock of the Company that it held at the Closing), 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, (a) any amendment hereto or waiver hereof that adversely
affects any Holder, solely in his, her or its capacity as a holder of the shares of capital stock of the Company, in a manner that is
materially different from the other Holders (in such capacity) shall require the consent of each such Holder so affected and (b) any amendment
or waiver hereof that adversely affects the rights expressly granted to the Sponsor shall require the consent of the Sponsor. 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.


 


6.7          Other Registration Rights. The Company
represents and warrants that no person, other than (a) a Holder, (b) the parties to those certain Subscription Agreements, dated as of
December 16, 2021, by and between the Company and certain investors and (c) holders of the Company’s warrants pursuant to that certain
Warrant Agreement, dated as of January 21, 2021 by and between the Company and Continental Stock Transfer & Trust Company, 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.


 


6.8          Term. This Agreement shall terminate
upon the earlier of (i) the fifth (5th) anniversary of the date of this Agreement and (ii) with respect to any Holder, the date as of
which such Holder ceases to hold any Registrable Securities. The provisions of Article IV
shall survive any termination.


 


6.9          Holder Information. Each Holder agrees,
if requested in writing, to represent to the Company the total number of Registrable Securities held by such Holder in order for the Company
to make determinations hereunder.


 






    


     


    

 


6.10        Additional Holders; Joinder. In addition
to persons or entities who may become Holders pursuant to Section 6.2
hereof, subject to the prior written consent of each of the Sponsor (so long as the Sponsor holds at least 25% of the amount of outstanding
shares of Common Stock of the Company that it held at the Closing) and each Holder (in each case, so long as such Holder (other than the
Sponsor) and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company),
the Company may make any person or entity who acquires Common Stock or rights to acquire Common Stock after the date hereof a party to
this Agreement (each such person or entity, an “Additional Holder”) by obtaining an executed joinder to this
Agreement from such Additional Holder in the form of Exhibit A attached hereto (a “Joinder”). Such Joinder
shall specify the rights and obligations of the applicable Additional Holder under this Agreement. Upon the execution and delivery and
subject to the terms of a Joinder by such Additional Holder, the Common Stock of the Company then owned, or underlying any rights then
owned, by such Additional Holder (the “Additional Holder Common Stock”) shall be Registrable Securities to the
extent provided herein and therein and such Additional Holder shall be a Holder under this Agreement with respect to such Additional Holder
Common Stock.


 


6.11        Severability. It is the desire and
intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies
applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated
by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction,
shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of this
Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such
provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such
jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability
of such provision in any other jurisdiction.


 


6.12        Entire Agreement; Restatement. This
Agreement constitutes the full and entire agreement and understanding between the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings relating to such subject matter. Upon the Closing, the Existing Registration Rights
Agreement shall no longer be of any force or effect.


 


[Signature page follows.]


 






    


     


    

 





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


 


	 	COMPANY:
	 	 
	 	NAAC HOLDCO, INC., a Delaware corporation
	 	 
	 	By:	                 
	 	Name:
	 	Title:




 


 


[Signature Page to Amended
and Restated Registration Rights Agreement]


 






    


     


    

 


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


 


	 	COMPANY:
	 	 
	 	NAAC HOLDCO, INC., a Delaware corporation
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	HOLDERS:
	 	 
	 	NAAC SPONSOR, LP, a Delaware limited partnership
	 	 
	 	By:	                      
	 	Name: Mark Keating
	 	Title: Chief Financial Officer
	 	 
	 	 
	 	Andrew Morgan
	 	 
	 	 
	 	Gary Quin
	 	 
	 	 
	 	Patrik Doran
	 	 
	 	 
	 	Mark Keating
	 	 
	 	 
	 	Dimitri Panayotopoulos
	 	 
	 	 
	 	Tamara Sakovska
	 	 
	 	BICS SA, a Belgian limited liability company
	 	 
	 	By:	 
	 	Name:
	 	Title:




 


 


[Signature Page to Amended
and Restated Registration Rights Agreement]


 






    


     


    

 





EXHIBIT A



REGISTRATION RIGHTS AGREEMENT JOINDER


 


The
undersigned is executing and delivering this joinder (this “Joinder”) pursuant to the Amended and Restated Registration
Rights Agreement, dated as of [●], 2022 (as the same may hereafter be amended, the “Registration Rights Agreement”),
among NAAC Holdco, Inc., a Delaware corporation (the “Company”), and the other persons or entities named as
parties therein. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Registration Rights Agreement.


 


By executing and delivering
this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, the undersigned hereby
agrees to become a party to, to be bound by, and to comply with the Registration Rights Agreement as a Holder of Registrable Securities
in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigned’s
shares of Common Stock shall be included as Registrable Securities under the Registration Rights Agreement to the extent provided therein;
provided, however, that the undersigned and its permitted assigns (if any) shall not have any rights as Holders, and the
undersigned’s (and its transferees’) shares of Common Stock shall not be included as Registrable Securities, for purposes
of the Excluded Sections.


 


For purposes of this Joinder,
 “Excluded Sections” shall mean [ ].


 


Accordingly, the undersigned
has executed and delivered this Joinder as of the __________ day of __________, 20__.


	 	 
	 	 
	 	Signature of Stockholder
	 	 
	 	 
	 	Print Name of Stockholder
	 	Its:
	 	 
	 	Address:	                    
	 	 
	 	 
	 	 
	 	 




 


Agreed and Accepted as


of ____________, 20__


 


	NAAC Holdco, Inc.	 
	 	 
	By:	             	 
	Name:	 
	Its:	 




 






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