Exhibit 10.3


 


REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT


 


THIS REGISTRATION AND SHAREHOLDER RIGHTS
AGREEMENT (this “Agreement”), dated as of November 3, 2021, is made and entered into by and among
Semper Paratus Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Semper Paratus
Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co., the
representatives of the underwriters (“Cantor”), and the undersigned parties listed under Holder on the
signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to
this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the
 “Holders”).


 


RECITALS


 


WHEREAS,
the Sponsor currently owns 11,983,333 Class B ordinary shares of the Company, par value $0.0001 per share (the “Class B
Ordinary Shares”) (up to 1,530,000 of which are subject to partial or complete forfeiture depending on the extent to which
the underwriters’ over-allotment option is exercised);


 


WHEREAS,
the Class B Ordinary Shares are convertible into Class A ordinary shares of the Company, par value $0.0001 per share (the “Class A
Ordinary Shares”), at the time of the initial Business Combination on a one-for-one basis, subject to adjustment, on
the terms and conditions provided in the Company’s amended and restated memorandum and articles of association, as may be
amended from time to time;


 


WHEREAS,
the Company, the Sponsor, and Cantor entered into that certain Placement Unit Purchase Agreement, pursuant to which the Sponsor agreed
to purchase 1,210,000 placement units (or 1,300,000 placement units if the underwriters exercise their over-allotment
option in full) and Cantor agreed to purchase 150,000 placement units, (regardless of whether the Underwriters’ over-allotment
option in connection with the Company’s initial public offering is exercised in full), (the “Private Placement Units”),
with each Private Placement Unit composed of one Class A Ordinary Share and one-half of one warrant, in a private placement transaction
occurring simultaneously with the closing of the Company’s initial public offering;


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with its search for, and consummation of, an initial Business
Combination, in the future the Sponsor or its affiliates may, but are not obligated to, loan the Company funds as the Company may require,
of which up to $1,500,000 of such loans may be convertible at the option of the lender into an additional 150,000 units, at a price of
$10.00 per unit (the “Working Capital Units”); and


 


WHEREAS,
the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration
rights with respect to certain securities of the Company, as set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual representations, covenants and agreements contained herein, and certain other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:


 






     


     


    

 


ARTICLE 1


 


DEFINITIONS


 


1.1 Definitions. The terms defined in this Article I
shall, for all purposes of this Agreement, have the respective meanings set forth below:


 


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


 


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


 


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


 


“Business Combination” shall mean any merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more
businesses.


 


“Class A Ordinary Shares” shall have
the meaning given in the Recitals hereto.


 


“Class B Ordinary Shares” shall have the meaning given in the
Recitals hereto.


 


“Commission” shall mean the U.S. Securities and Exchange Commission. “Company”
shall have the meaning given in the Preamble.


 


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


 


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


 


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


 


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


 


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


 


“Founder Shares” shall
mean the Class B Ordinary Shares and shall be deemed to include the Class A Ordinary Shares issuable upon conversion thereof.


 


“Founder Shares Lock-up Period”
shall mean, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the completion of our initial
business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary
shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination,
or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our
public shareholders having the right to exchange their ordinary shares for cash, securities or other property.


 


“Insider Letter” shall
mean that certain letter agreement, dated as of the date hereof, among the Company, the Holders and each of the Company’s officers,
directors and director nominees.


 






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


 


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


 


“Nominee” is defined
in Section 6.1.


 


“Permitted Transferees”
shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior
to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letter,
the Placement Unit Purchase Agreements, this Agreement and any other applicable agreement between such Holder and the Company, and to
any transferees thereafter.


 


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


 


“Private Placement Lock-up Period”
shall mean, with respect to Private Placement Units that are held by the initial purchasers of such Private Placement Units or their Permitted
Transferees, and any of the Class A Ordinary Shares issued or issuable upon the exercise or conversion of the Private Placement Units
and that are held by the initial purchasers of the Private Placement Units or their Permitted Transferees, the period ending 30 days after
the completion of an initial Business Combination.


 


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


 


“Prospectus” shall mean
the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and
all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable
Security” shall mean (a) the Founder Shares (including any Class A Ordinary Shares or other equivalent
equity security issued or issuable upon the conversion of any such Founder Shares or exercisable for Class A Ordinary Shares),
(b) the Private Placement Units (and its components), (c) any Working Capital Units (including any Class A Ordinary
Shares issued or issuable upon the exercise of any such Working Capital Units), (d) any outstanding Class A Ordinary
Shares or any other equity security (including the Class A Ordinary Shares issued or issuable upon the exercise of any other
equity security) of the Company held by a Holder as of the date of this Agreement, and (e) any other equity security of the
Company issued or issuable with respect to any such Class A Ordinary Shares by way of a share subdivision or share
capitalization or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however,
that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (i) a
Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such
securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement;
(ii) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend
restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall
not require registration under the Securities Act; (iii) such
securities shall have ceased to be outstanding; (iv) such securities have been sold without registration pursuant to
Section 4(a)(1) of the Securities Act or Rule 144 or Rule 145 promulgated under the Securities Act (or any
successor rule promulgated thereafter by the Commission); or (v) such securities have been sold to, or through, a broker,
dealer or underwriter in a public distribution or other public securities transaction.


 


“Registration” shall
mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming
effective.


 






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“Registration Expenses”
shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


 (A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the Class A Ordinary Shares are then listed;




 


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




 


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




 


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




 


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




 


 (F) reasonable fees and expenses of one legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration to be registered for offer and sale in the applicable Registration or the Takedown Requesting Holder initiating an Underwritten Shelf Takedown.




 


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


 


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


 


“Securities Act” shall mean the Securities
Act of 1933, as amended from time to time. “Shelf” shall have the meaning given in subsection 2.3.1.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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ARTICLE 2


 


REGISTRATIONS


 


		2.1	Demand Registration.



 


2.1.1 Request
for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time
to time on or after the date the Company consummates the initial Business Combination, the Holders of at least a majority in interest
of the then-outstanding number of Registrable Securities (the “Demanding Holders”) may make a written demand
for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities
to be included in such Registration and the intended method(s) of distribution thereof (such written demand, a “Demand
Registration”). The Company shall, within five business days of the Company’s receipt of the Demand Registration,
notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter
wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each
such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting
Holder”) shall so notify the Company, in writing, within three business days after the receipt by the Holder of the notice
from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting
Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and
the Company shall effect, as soon thereafter as practicable, but not more than 45 days immediately after the Company’s receipt of
the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant
to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three Registrations
pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities; provided,
however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration
statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable
Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration
have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf
Takedown shall not count as a Demand Registration.


 


2.1.2 Effective
Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration
pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the
Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the
Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if,
after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand
Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental
agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until,
(i) such stop order or injunction is removed, rescinded or otherwise terminated and (ii) a majority-in-interest of the Demanding
Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the
Company in writing, but in no event later than five days, of such election; provided, further, that the Company shall not
be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect
to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.


 


2.1.3 Underwritten
Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in- interest of the
Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant
to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder
(if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such
Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided
herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection
2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering
by the majority-in-interest of the Demanding Holders initiating the Demand Registration.


 






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2.1.4 Reduction of Underwritten Offering. If the managing
Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company,
the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that
the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Class A Ordinary Shares
or other equity securities that the Company desires to sell and the Class A Ordinary Shares, if any, as to which a Registration
has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire
to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering
without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such
offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of
Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the
Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of
Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten
Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be
included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can
be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clause (i), the Class A Ordinary Shares or other equity securities that the Company
desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the
Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Class A Ordinary Shares or
other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to
separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of
Securities.


 


2.1.5 Demand Registration Withdrawal.
A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting Holders
(if any), pursuant to a Registration under subsection 2.1.1 shall
have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written
notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior
to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable
Securities pursuant to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be
responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its
withdrawal under this subsection 2.1.5.


 


		2.2	Piggyback Registration.



 


2.2.1 Piggyback
Rights. If, at any time on or after the date the Company consummates an initial Business Combination, the Company proposes to file
a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the
Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof),
other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an
exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that
is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written
notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than seven days before
the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to
be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters,
if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such
number of Registrable Securities as such Holders may request in writing within three business days after receipt of such written notice
(such Registration, a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities
to be included in such Piggyback Registration and shall use 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
Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of
distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this
subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten
Offering by the Company. For purposes of clarity, the notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten
Shelf Takedown conducted in accordance with subsection 2.3.3.


 






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2.2.2 Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration
(other than Underwritten Shelf Takedown), in good faith, advises the Company and the Holders of Registrable Securities participating in
the Piggyback Registration in writing that the dollar amount or number of the Class A Ordinary Shares that the Company desires to
sell, taken together with (i) the Class A Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate
written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable
Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Class A Ordinary
Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of
other shareholders of the Company, exceeds the Maximum Number of Securities, then:


 


(a) If the Registration is undertaken for the Company’s
account, the Company shall include in any such Registration
(A) first, the Class A Ordinary Shares or other equity
securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities
of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata based on
the number of Registrable Securities that each Holder has requested to be included in such Registration and the aggregate number of
Registrable Securities that the Holders have requested to be included in such Registration, 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 Class A Ordinary Shares or other equity securities for the account of other persons or
entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or
entities, which can be sold without exceeding the Maximum Number of Securities;


 


(b) If
the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall
include in any such Registration (A) first, the Class A Ordinary Shares or other equity securities, if any, of such requesting
persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable
Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata based
on the number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable
Securities that the Holders have requested to be included in such Registration, 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 Class A Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding
the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clauses (A), (B) and (C), the Class A Ordinary Shares or other equity securities for the account of other persons
or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities,
which can be sold without exceeding the Maximum Number of Securities.


 


2.2.3 Piggyback
Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any
or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention
to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect
to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal
by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection
with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary
in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration
prior to its withdrawal under this subsection 2.2.3.


 


 2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.




 



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		2.3	Shelf Registrations.



 


2.3.1 The Holders of Registrable Securities may at any time, and
from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor
rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on
Form S-3 or any similar short-form registration statement that may be available at such time
(“Form S-3”), or if the Company is ineligible to use Form S- 3, on Form S-1; a registration
statement filed pursuant to this subsection 2.3.1 (a “Shelf”) shall provide for the resale of the
Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any
Holder. Within three days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for
a Registration on a Shelf, the Company shall promptly give written notice of the proposed Registration to all other Holders of
Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such
Holder’s Registrable Securities in such Registration shall so notify the Company, in writing, within three business days after
the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than 10 days after the
Company’s initial receipt of such written request for a Registration on a Shelf, the Company shall register all or such
portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of
Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by
such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to this subsection
2.3.1 if the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled
to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any
aggregate price to the public of less than $10,000,000. The Company shall maintain each Shelf in accordance with the terms hereof,
and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be
necessary to keep such Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act
until such time as there are no longer any Registrable Securities included on such Shelf. In the event the Company files a Shelf on
Form S-1, the Company shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as
practicable after the Company is eligible to use Form S-3.


 


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


 


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


 






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


 


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


 


2.4 Restrictions on Registration Rights.
If (A) during the period starting with the date 60 days prior to the Company’s good faith estimate of the date of the filing
of, and ending on a date 120 days after the effective date of, a Company initiated Registration and provided that the Company has delivered
written notice to the Holders prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and it continues to actively employ,
in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested
an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite
the offer; or (C) in the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the
Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the
Company shall furnish to such Holders a certificate signed by the executive chairman of the Board or the chief executive officer or chief
financial officer of the Company stating that in the good faith judgment of the Board it would be seriously detrimental to the Company
for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration
Statement. In such event, the Company shall have the right to defer such filing for a period of not more than 30 days; provided,
however, that the Company shall not defer its obligation in this manner more than once in any 12-month period. Notwithstanding
anything to the contrary contained in this Agreement, the Company shall not be required to effect or permit any Registration or cause
any Registration Statement to become effective, with respect to any Registrable Securities held by any Holder, until after the expiration
of the Founder Shares Lock-Up Period or the Private Placement Lock-Up Period, as the case may be.


 


ARTICLE 3


 


COMPANY PROCEDURES


 


3.1 General
Procedures. If at any time on or after the date the Company consummates an initial Business Combination the Company is required to
effect the Registration of Registrable Securities, the Company shall use commercially reasonable to effect such Registration to permit
the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company
shall, as expeditiously as possible:


 


3.1.1 prepare
and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its commercially
reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered
by such Registration Statement have been sold;


 






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3.1.2 prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, as may be reasonably requested by the Holders with Registrable Securities registered on such Registration Statement or any
Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form
used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until
all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth
in such Registration Statement or supplement to the Prospectus;


 


3.1.3 prior
to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all
exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each
preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration
or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such
Holders;


 


3.1.4 prior
to any public offering of Registrable Securities, use 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 and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be
registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the
Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included
in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required
to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it
is not then otherwise so subject;


 


3.1.5 cause
all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued
by the Company are then listed;


 


3.1.6 provide
a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of
such Registration Statement;


 


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 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 at
least five days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement
or Prospectus (other than by way of a document incorporated by reference) furnish a copy thereof to each seller of such Registrable Securities
or its counsel;


 


3.1.9 notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,
of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;


 


3.1.10 permit
a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate,
at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors
and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection
with the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality agreement,
in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;


 


3.1.11 obtain
a “cold comfort” letter from the Company’s independent registered public accountants in the event of an
Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort”
letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in- interest of the
participating Holders;


 






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3.1.12 on
the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel
representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any,
and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given
as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and
negative assurance letters, and reasonably satisfactory to a majority-in-interest of the participating Holders;


 


3.1.13 in
the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing Underwriter of such offering;


 


3.1.14 make
available to its securityholders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months beginning
with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter
by the Commission);


 


3.1.15 if the Registration involves the
Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, use its reasonable efforts to make
available senior executives of the Company to participate in customary “road show” presentations that may be reasonably
requested by the Underwriter in any Underwritten Offering; and


 


3.1.16 otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection
with such Registration.


 


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


 


3.3 Requirements for Participation in Underwritten
Offerings. No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a
Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the
basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary
questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be
reasonably required under the terms of such underwriting arrangements.


 


3.4 Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains
a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of
a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and
file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company
that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect
of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration
Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may,
upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such
Registration Statement for the shortest period of time, but in no event more than 30 days, determined in good faith by the Company to
be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend,
immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection
with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period
during which it exercised its rights under this Section 3.4.


 


3.5 Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting
company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of
the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further
covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time
to enable such Holder to sell Class A Ordinary Shares held by such Holder without registration under the Securities Act within
the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor
rule promulgated thereafter by the Commission, to the extent that such rule or such successor rule is available to
the Company), including providing 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.


 






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ARTICLE 4


 


INDEMNIFICATION AND CONTRIBUTION


 


		4.1	Indemnification.



 


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


 


4.1.2 In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to
the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the fullest extent permitted by law, shall indemnify the Company, its directors, officers and agents and
each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses
(including without limitation reasonable attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact
contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission
or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only
to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder
expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several,
among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to
and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement.
The Holders of Registrable Securities shall, severally and not jointly, indemnify the Underwriters, their officers, directors and each
person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with
respect to indemnification of the Company.


 


4.1.3 Any
person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification
hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit
such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense
is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its
consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume
the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist
between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without
the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all
respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which
settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release
from all liability in respect to such claim or litigation.


 






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4.1.4 The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer
of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions
as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s
indemnification is unavailable for any reason.


 


4.1.5 If
the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party,
in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of
such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party
and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information
supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent,
knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability
of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering
giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above
shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any
legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties
hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata
allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection
4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.


 


ARTICLE 5


 


SHAREHOLDER RIGHTS


 


5.1 Subject
to the terms and conditions of this Agreement, at any time and from time to time on and after the date that the Company consummates an
initial Business Combination and for so long as the Sponsor holds any Registrable Securities:


 


5.1.1 The
Sponsor shall have the right, but not the obligation, to designate three individuals to be appointed or nominated, as the case may be,
for election to the Board (including any successor, each, a “Nominee”) by giving written notice to the Company
on or before the time such information is reasonably requested by the Board or the Nominating Committee of the Board, as applicable, for
inclusion in a proxy statement for a meeting of shareholders provided to the Sponsor.


 


5.1.2 The
Company will, as promptly as practicable, use commercially reasonable to take all necessary and desirable actions (including, without
limitation, calling special meetings of the Board and the shareholders and recommending, supporting and soliciting proxies) so that there
are three Sponsor Directors serving on the Board at all times.


 


5.1.3 The
Company shall, to the fullest extent permitted by applicable law, use commercially reasonable to take all actions necessary to ensure
that: (i) each Nominee is included in the Board’s slate of nominees to the shareholders of the Company for each appointment
of Directors; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting
proxies for every meeting of the shareholders of the Company called with respect to the election of members of the Board, and at every
adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of the Company or the Board
with respect to the election of members of the Board.


 


5.1.4 If
a vacancy occurs because of the death, disability, disqualification, resignation, or removal of a Sponsor Director or for any other
reason, the Sponsor shall be entitled to designate such person’s successor, and the Company will, as promptly as practicable
following such designation, use commercially reasonable to take all necessary and desirable actions, to the fullest extent permitted
by law, within its control such that such vacancy shall be filled with such successor Nominee.


 






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5.1.5 If
a Nominee is not elected because of such Nominee’s death, disability, disqualification, withdrawal as a nominee or for any other
reason, the Sponsor shall be entitled to designate promptly another Nominee and the Company will take all necessary and desirable actions
within its control such that the director position for which such Nominee was nominated shall not be filled pending such designation or
the size of the Board shall be increased by one and such vacancy shall be filled with such successor Nominee as promptly as practicable
following such designation.


 


5.1.6 As
promptly as reasonably practicable following the request of any Sponsor Director, the Company shall enter into an indemnification agreement
with such Sponsor Director, in the form entered into with the other members of the Board. The Company shall pay the reasonable, documented
out-of-pocket expenses incurred by the Sponsor Director in connection with his or her services provided to or on behalf of the Company,
including attending meetings or events attended explicitly on behalf of the Company at the Company’s request.


 


5.1.7 The
Company shall (i) purchase directors’ and officers’ liability insurance in no less than a reasonable and customary amount
and (ii) for so long as a Sponsor Director serves as a Director of the Company, maintain such coverage with respect to such Sponsor
Director; provided that upon removal or resignation of such Sponsor Director for any reason, the Company shall take all actions
reasonably necessary to extend such directors’ and officers’ liability insurance coverage for a period of not less than six
years from any such event in respect of any act or omission occurring at or prior to such event.


 


5.1.8 For
so long as a Sponsor Director serves as a director of the Company, the Company shall not amend, alter or repeal any right to indemnification
or exculpation covering or benefiting any Sponsor Director as and to the extent consistent with applicable law, whether such right is
contained in the Company’s amended and restated memorandum and articles of association or another document (except to the extent
such amendment or alteration permits the Company to provide broader indemnification or exculpation rights on a retroactive basis than
permitted prior thereto).


 


5.1.9 Each
Nominee may, but does not need to, qualify as “independent” pursuant to listing standards of the Nasdaq (or such other national
securities exchange upon which the Company’s securities are then listed).


 


5.1.10 Any
Nominee will be subject to the Company’s customary due diligence process, including its review of a completed questionnaire and
a background check. Based on the foregoing, the Company may object to any Nominee provided (a) it does so in good faith, and (b) such
objection is based upon any of the following: (i) such Nominee was convicted in a criminal proceeding or is a named subject of a
pending criminal proceeding (excluding traffic violations and other minor offenses), (ii) such Nominee was the subject of any order,
judgment, or decree not subsequently reversed, suspended or vacated of any court of competent jurisdiction, permanently or temporarily
enjoining such proposed director from, or otherwise limiting, the following activities: (A) engaging in any type of business practice,
or (B) engaging in any activity in connection with the purchase or sale of any security or in connection with any violation of federal
or state securities laws, (iii) such Nominee was the subject of any order, judgment or decree, not subsequently reversed, suspended
or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person
to engage in any activity described in clause (b)(ii)(B), or to be associated with persons engaged in such activity, (iv) such Nominee
was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any federal or state securities
law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended or vacated, or (v) such
Nominee was the subject of, or a party to any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated, relating to a violation of any federal or state securities laws or regulations. In the event the Board
reasonably finds the Nominee to be unsuitable based upon one or more of the foregoing clauses (b)(i) through (b)(v) and reasonably
objects to such Nominee, the Sponsor shall be entitled to propose a different Nominee to the Board within 30 calendar days of the Company’s
notice to the Sponsor of its objection to such Nominee and such replacement Nominee shall be subject to the review process outlined above.


 


5.1.11 The
Company shall take all necessary action to cause a Nominee chosen by the Sponsor, at the request of such Nominee, to be elected to the
board of directors (or similar governing body) of each material operating subsidiary of the Company. The Nominee, as applicable, shall
have the right to attend (in person or remotely) any meetings of the board of directors (or similar governing body or committee thereof)
of each subsidiary of the Company.


 






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ARTICLE 6


 


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 providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or
facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed
sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which
it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or
facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such
time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed,
if to the Company, to: 767 Third Avenue, 38th Floor, New York, New York 10017, Attention: B. Ben Baldanza with copy to: Reed Smith
LLP, 599 Lexington Avenue, New York, New York 10022, Attention: Ari Edelman, and, if to any Holder, at such Holder’s address
or contact information as set forth in the Company’s books and records. Any party hereto 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 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 Prior
to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may assign
or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer
of Registrable Securities by such Holder to a Permitted Transferee.


 


6.2.3 This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and its successors
and the permitted assigns of the Holders, which shall include Permitted Transferees.


 


6.2.4 This
Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this
Agreement, including Section 4.1 and Section 6.2 hereof.


 


6.2.5 No assignment by any party hereto of
such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the
Company shall have received (i) written notice of such assignment as provided in Section 6.1 hereof and
(ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and
provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or
assignment made other than as provided in this Section 6.2
shall be null and void.


 


6.3
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in
lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this
Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and
enforceable.


 


6.4
Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of
which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be
produced.


 


6.5
Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and
instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter
hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between
the parties, whether oral or written.


 


6.6
Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO,
THE PARTIES EXPRESSLY AGREE THAT (I) 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 AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE
ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.


 






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6.7
WAIVER OF TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY
ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING
TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE SPONSOR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE
OR ENFORCEMENT HEREOF.


 


6.8
Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority-
in-interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions
set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided,
however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its
capacity as a Holder of Registrable Securities, in a manner that is materially different from the other Holders (in such capacity)
shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party
hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement
shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or
remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies
hereunder or thereunder by such party.


 


6.9
Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the
construction of any provision of this Agreement.


 


6.10
Waivers and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the
right to waive; provided that such waiver will not be effective against the waiving party unless it is in writing, is signed
by such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the
breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein
contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein
contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the
time for performance of any other obligations or acts.


 


6.11
Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be
observed or performed under this Agreement, the Holders may proceed to protect and enforce its rights by suit in equity or action at
law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such
term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take
any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this
Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right,
power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.


 


6.12
Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable
Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of
the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other
person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or
agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this
Agreement, the terms of this Agreement shall prevail.


 


 6.13 Term. This Agreement shall terminate (A) in its entirety upon the earlier of (i) the tenth anniversary of the date of this Agreement and (ii) the date as of which no Registrable Securities remain outstanding and (B) in part with respect to any Holder upon such Holder ceasing to hold Registrable Securities. The provisions of Section 3.5 and Article IV shall survive any such termination.




 


[SIGNATURE PAGES FOLLOW]


 






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


 


	 	COMPANY:
	 	 
	 	SEMPER PARATUS ACQUISITION CORPORATION
	 	 
	 	 
	 	By: 	/s/ Philippe J. Kurzweil






	 	Name: 	Philippe J. Kurzweil
	 	Title: 	Chief Financial Officer
	 	 
	 	HOLDERS:
	 	 
	 	SEMPER PARATUS SPONSOR LLC
	 	 
	 	 





	 	By: 	/s/ Philippe J. Kurzweil










	 	Name: 	Philippe J. Kurzweil
	 	Title:	 Managing Member
	 	 






	 	CANTOR, FITZGERALD & CO.






	 	 
	 	 
	 	By: 	/s/ Sage Kelly






	 	Name: 	Sage Kelly
	 	Title: 	Senior Managing Director



 


[Signature Page to Registration and Shareholder Rights
Agreement]