Exhibit 10.3


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of , 2021, is made and entered into by and among Sieger Healthcare Acquisition Corp, a Cayman Islands exempted company (the “Company”),
Sieger Healthcare LLC, a Cayman Island limited liability company (the “Sponsor”), and the undersigned parties
listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter
becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and
collectively the “Holders”).


 


RECITALS


 


WHEREAS, the Company and the Sponsor have entered into that
certain Securities Subscription Agreement, dated as of June 3, 2021, pursuant to which the Sponsor purchased an aggregate of 2,875,000
shares (the “Founder Shares”) of the Company’s Class B ordinary shares, par value $0.0001 per share
(“Class B Ordinary Shares”);


 


WHEREAS, the Founder Shares are convertible into the Company’s
Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”), on the terms and conditions provided
in the Company’s second amended and restated memorandum and articles of association;


 


WHEREAS, on , 2021, the Company and the Sponsor entered into
that certain Private Placement Warrants Purchase Agreement, pursuant to which the Sponsor agreed to purchase an aggregate of 2,833,333
warrants (or up to 2,983,333 warrants depending on the extent to which the over-allotment option in connection with the Company’s
initial public offering is exercised) (the “Private Placement Warrants”), in a private placement transaction
occurring simultaneously with the closing of the Company’s initial public offering;


 


WHEREAS, in order to fund working capital deficiencies or finance
transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or certain of
the Company’s officers and directors may loan to the Company funds as the Company may require, of which up to $2,000,000 of such
loans may be convertible into warrants (the “Working Capital Warrants”) at a price of $1.50 per warrant;


 


WHEREAS, in order to fund to extend the Company’s time
period for consummating an initial business combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s
officers and directors may loan to the Company funds as the Company may require, of which up to
$1,725,000 of such loans may be convertible into warrants (the “Time Extension Warrants”) at a price
of $1.50 per warrant; 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:


 






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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:





 


“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, (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 other similar business combination with one or more businesses, involving
the Company.


 


“Business Day” means any day, other than
a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by
law or regulation to close in the City of New York, New York.


 


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


 


“Commission” shall mean the 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.


 


“Founder Shares” shall have the meaning given
in the Recitals hereto and shall be deemed to include the 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 the Company’s
initial Business Combination and (B) subsequent to the Business Combination, (x) if the last sale price of the Ordinary Shares
equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s
initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization
or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares
for cash, securities or other property.


 


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


 


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


 


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





 






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


 


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


 


“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 and any other applicable
agreement between such Holder and the Company, and to any transferee thereafter.


 


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


 


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


 


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


 


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


 


“Registrable Security” shall mean (a) the
Ordinary Shares issued or issuable upon the conversion of any Founder Shares, (b) the Private Placement Warrants (including any
Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants), (c) any outstanding Ordinary Shares
or any other equity security (including, without limitation, the Ordinary Shares issued or issuable upon the exercise of any other equity
security, units comprising Ordinary Shares and warrants, and warrants) of the Company held by a Holder from time to time, (d) any
equity securities (including the Ordinary Shares 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 $2,000,000 or any time extension loans in an amount
up to $1,725,000 made to the Company by a Holder (including the Working Capital Warrants, Time Extension Warrants and any Ordinary
Shares issuable upon the exercise of the Working Capital Warrants), and (e) any other equity security of the Company issued or issuable
with respect to any such share of Ordinary Shares by way of a share sub-division, share consolidation 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: (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; (D) such securities have been sold without registration pursuant to Rule 144
promulgated under the Securities Act (or any successor rule promulgated by the Commission); or (E) 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 Ordinary
Shares 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; and


 


(F) reasonable fees and expenses of one (1) legal counsel selected
by the majority-in-interest of the Demanding Holders initiating a Demand Registration to be registered for offer and sale in the applicable
Registration.


 


“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.


 


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


 


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


 


“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.


 


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


 


ARTICLE II 


REGISTRATIONS


 


2.1 Demand Registration.


 


2.1.1 Request for Registration. Subject to the provisions
of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company
consummates the Business Combination, the Holders of at least ten percent (10%) 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 three (3) 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 five
(5) Business Days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such
written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their
Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter
as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand
Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to
such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three
(3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all
Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a
Form S-1 or any similar long-form registration statement that may be available at such time
(“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting
Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of
this Agreement.


 






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2.1.2 Effective Registration. Notwithstanding the provisions
of subsection 2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count
as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant
to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations
under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared
effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by
any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with
respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction
is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration
thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later
than five (5) days, of such election; provided, further, that the Company shall not be obligated or required to file
another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant
to a Demand Registration becomes effective or is subsequently terminated.


 


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


 


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 Ordinary Shares or other equity securities that the Company
desires to sell and the 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) holds prior to such Underwritten
Registration) 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), 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 and that 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), Ordinary Shares or other equity securities that
the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities.





 






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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,
(i) the Company may effect any Underwritten Registration pursuant to any then effective Registration Statement, including a Form
S-3, that is then available for such offering and (ii) the Company shall be responsible for the Registration Expenses incurred in
connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.


 


2.2 Piggyback Registration.


 


2.2.1 Piggyback Rights. If, at any time on or after the date
the Company consummates a Business Combination, the Company proposes to file a Registration Statement under the Securities Act with respect
to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities,
for its own account or for the account of 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 ten (10) Business 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 five (5) Business Days after receipt of such written notice (such Registration a “Piggyback
Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration
and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable
Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same
terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition
of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute
their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement
in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.


 


2.2.2 Reduction of Piggyback Registration. If the managing Underwriter
or Underwriters in an Underwritten Registration 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 Ordinary Shares that
the Company desires to sell, taken together with (i) the 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
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, Ordinary Shares or other equity securities that the Company desires
to sell, which can be sold without exceeding the Maximum Number of Securities; and (B) second, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register
their Registrable Securities pursuant to subsection 2.2.1 hereof and Ordinary Shares, if any, as to which Registration has
been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company (pro rata based on
the respective number of Registrable Securities that each shareholder holds prior to such Underwritten Registration), which can be sold
without exceeding the Maximum Number of Securities;





 






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(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, 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 and 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
(pro rata based on the respective number of Registrable Securities that each shareholder holds prior to such Underwritten 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), Ordinary Shares or other equity securities that the Company desires
to sell, 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 (or in the case
of an Underwritten Registration pursuant to Rule 415 under the Securities Act, at least two business days prior to the time of pricing
of the applicable offering). 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.


 


2.3 Registrations on Form S-3. 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”);
provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. Within three (3) Business
Days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3,
the Company shall promptly give written notice of the proposed Registration on Form S-3 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 on Form S-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder
of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial
receipt of such written request for a Registration on Form S-3, the Company shall file a Registration Statement relating to 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 Section 2.3 hereof if (i) a Form S-3 is not available for such offering; or (ii) 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 $5,000,001.


 


Any request for an underwritten offering pursuant to a Form S-3 shall
follow the procedures of Section 2.1 (including Section 2.1.4) but shall not count against the number of long form Demand Registrations
that may be made pursuant to Section 2.1.1.


 






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2.4 Restrictions on Registration Rights. If
(A) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date
of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated
Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration
pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the
applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the
Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good
faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that
it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such
Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously
detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to
defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period
of not more than thirty (30) days; provided, however, that the Company shall not defer its obligation in this
manner more than once in any 12-month period. Notwithstanding anything to the contrary contained in this Agreement, no Registration
shall be effected or permitted and no Registration Statement shall become effective, with respect to any Registrable Securities held
by any Holder, until after the expiration of the Founder Shares Lock-Up Period or the Private Placement Lock-Up Period, as the case
may be.


 


ARTICLE III 


COMPANY PROCEDURES


 


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


 


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


 


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


 


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


 


3.1.4 prior to any public offering of Registrable Securities, use its
best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or
 “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration
Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable
Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary
by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to
enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable
Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business
in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service
of process or taxation in any such jurisdiction where it is not then otherwise so subject;


 






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


 


3.1.8 at least five (5) days prior to the filing of any Registration
Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus or any document that is to be incorporated
by reference into such Registration Statement or Prospectus, 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 (such representative
to be selected by a majority of the participating 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 which the participating Holders may rely on, 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;


 


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


 


3.1.15 if the Registration involves the Registration of Registrable
Securities involving gross proceeds in excess of $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





 






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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, including, without limitation,
making available senior executives of the Company to participate in any due diligence sessions that may be reasonably requested by the
Underwriter in any Underwritten Offering.


 


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 he, she or 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 he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed.
If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require
the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are
unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such
action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period
of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In
the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt
of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell
Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its
rights under this Section 3.4.


 


3.5 Reporting Obligations. As long as any Holder shall own Registrable
Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain
extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date
hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and
complete copies of all such filings. The Company further covenants that it shall take such further action as any Holder may reasonably
request, all to the extent required from time to time to enable such Holder to sell 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), including providing any legal opinions. Upon the request of any Holder,
the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such
requirements.


 






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


 


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


 


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


 


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.


 






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ARTICLE V 


MISCELLANEOUS


 


5.1 Notices. Any notice or communication under this
Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage
prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing
evidence of delivery, or (iii) transmission by hand delivery, electronic mail 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 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: c/o Sieger Healthcare LLC 22/F, New World Tower 2,16-18 Queen's Road Central, Central, Hong Kong, Attention: Xuan Sun, Chief Executive Officer, and, if to any Holder, at such Holder’s
address or facsimile number as set forth in the Company’s books and records. Any party may change its address for notice at
any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective
thirty (30) days after delivery of such notice as provided in this Section 5.1.


 


5.2 Assignment; No Third Party Beneficiaries.


 


5.2.1 This Agreement and the rights, duties and obligations of the
Company hereunder may not be assigned or delegated by the Company in whole or in part.


 


5.2.2 Prior to the expiration of the Founder Shares Lock-up Period
or the Private Placement Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations
under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted
Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement and other
applicable agreements. After the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case
may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part,
to any transferee.


 


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


 


5.2.4 This Agreement shall not confer any rights or benefits on any
persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof.


 


5.2.5 No assignment by any party hereto of such party’s
rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have
received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written
agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this
Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made
other than as provided in this Section 5.2 shall be null and void.


 






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5.3 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.


 


5.4 Governing Law; Venue; Waiver of Trial By Jury. 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. ANY LEGAL SUIT, ACTION
OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS
OF THE UNITED STATES OR THE COURTS OF THE STATE OF NEW YORK IN EACH CASE LOCATED IN THE CITY OF NEW YORK, AND EACH PARTY IRREVOCABLY SUBMITS
TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING


 


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. 


 


5.5 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 his, her or its capacity as a holder of the shares of the Company, in a manner that is materially
different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between
any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any
rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or
partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other
rights or remedies hereunder or thereunder by such party.


 


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


 


5.7 Term. This Agreement shall terminate upon the earlier of
(i) the tenth anniversary of the date of this Agreement and (ii) the date as of which (A) all of the Registrable Securities
have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of
the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the
Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision)
under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall
survive any termination.


 






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[SIGNATURE PAGE 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:
	 	 
	 	SIEGER HEALTHCARE ACQUISITION CORP, 

a Cayman Islands exempted company  
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 
	 	 
	 	HOLDERS:
	 	 
	 	[●]
	 	 
	 	By: [●]
	 	 	 
	 	 	By:
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	Name: [●]
	 	 	 
	 	By:	 
	 	Name: [●]
	 	 	 
	 	By:	 
	 	Name: [●]
	 	 
	 	[●] (on behalf of itself and funds that it now or in the future may manage or advise)
	 	 	 
	 	By:	 
	 	Name:



 


[Signature Page to Registration Rights Agreement]