REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of [________], 2020, is made and entered into by and among Burgundy Technology Acquisition Corporation, a Cayman Islands exempted company (the Company), Burgundy Technology Sponsor LLC, a Jersey limited company (the Sponsor), and the undersigned parties listed 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).
WHEREAS, the Company and the Sponsor have entered into that certain Securities Subscription Agreement (the Founder Shares Purchase Agreement), dated as of June 12, 2020, pursuant to which the Sponsor purchased an aggregate of 11,500,000 (the Founder Shares) of the Companys Class B ordinary shares, par value $0.0001 per share (the Class B Ordinary Shares), up to 1,500,000 of which will be forfeited to the Company for no consideration depending on the extent to which the underwriters of the Companys Offering (as defined below) exercise their over-allotment option (the Over-allotment Option);
WHEREAS, the Founder Shares are convertible into the Companys Class A ordinary shares, par value $0.0001 per share (the Ordinary Shares), on the terms and conditions provided in the Companys memorandum and articles of incorporation, as amended and restated from time to time;
WHEREAS, on [________], 2020, the Company entered into that certain Private Placement Units Purchase Agreement with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 1,000,000 units (or up to 1,120,000 units if the Over-allotment Option in connection with the Companys Offering is exercised in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable) bearing the legend set forth in Exhibit B hereto (the Private Placement Units) at a purchase price of $10.00 per Private Placement Unit;
WHEREAS, in order to finance the Companys transaction costs in connection with an intended Business Combination (as defined below), the Sponsor or an affiliate of the Sponsor or certain officers and directors of the Company may loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into units (Working Capital Units) at a price of $10.00 per unit; and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: