EX-4.2 4 tm2120621d1_ex4-2.htm EXHIBIT 4.2

Exhibit 4.2






This Amendment No. 1 (this “Amendment”) to that certain Registration Rights Agreement dated as of January 11, 2021, by and among 890 5th Avenue Partners, Inc., a Delaware corporation (the “Company”), and the Holders (as defined therein) party thereto (the “Registration Rights Agreement”), is made effective as of June 24, 2021. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Registration Rights Agreement.




WHEREAS, pursuant to Section 5.8 of the Registration Rights Agreement, 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 the Registration Rights Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; and


WHEREAS, the undersigned parties to this Amendment, constituting the Holders of at least a majority in interest of the Registrable Securities, desire to amend the Registration Rights Agreement as provided in Section 1 of this Amendment.




1.     The definition of “Private Placement Lock-Up Period” in Section 1.1 of the Registration Rights Agreement is amended and restated in its entirety as follows:


Private Placement Lock-Up Period” shall mean, with respect to the Private Placement Units, including the Private Placement Warrants and Common Stock included therein, and any of the shares of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement Units or their Permitted Transferees, the period ending 180 days after the completion of the Company’s initial Business Combination, subject to any earlier release provisions to be agreed to by the Company and target company of such Business Combination.


2.     The undersigned parties acknowledge and agree that Registration Rights Agreement will be amended to reflect the amendment authorized pursuant to this Amendment and such amendment shall be binding on all Holders.


3.     This Amendment may be executed by facsimile or electronic transmission and in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. Facsimile and electronic copies of signed signature pages will be deemed binding originals.


4.     All terms and provisions of the Registration Rights Agreement shall continue in full force and effect except as expressly modified by this Amendment.


5.     This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law provisions of the State of Delaware, or of any other state.





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


  890 5th Avenue Partners, Inc.
  By: /s/ Adam Rothstein
  Name:  Adam Rothstein
  Title:  Executive Chairman
  200 Park Avenue Partners, LLC
  By: /s/ Adam Rothstein
  Name:  Adam Rothstein
  Title:  Manager
  PA 2 CO-Investment llc
  By:  /s/ Owen Littman
  Name:  Owen Littman
  Title:  Authorized Person
  Craig-Hallum Capital Group LLC
  By:  /s/ William Hartfiel III
  Name:  William Hartfiel III
  Title:  Managing Partner
     /s/ John Lipman
    John Lipman
     /s/ Linda Yaccarino
    Linda Yaccarino
     /s/ Scott Flanders
    Scott Flanders
     /s/ David Bank
    David Bank
     /s/ Kelli Turner
    Kelli Turner
     /s/ Jon Jashni
    Jon Jashni, Trustee of The Jashni Family Trust dated 11/19/09



Signature Page to Amendment No. 1 to Registration Rights Agreement of

890 5th Avenue Partners, Inc.