Exhibit 10.4


 


REGISTRATION
AND SHAREHOLDER RIGHTS AGREEMENT


 


THIS
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of March 24, 2021, is made
and entered into by and among MSD Acquisition Corp., a Cayman Islands exempted company (the “Company”),
MSD Sponsor Holdings, LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned
parties listed under Holder on the signature page hereto (each such party, including 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 14,225,000 shares of the Company’s Class B ordinary shares, par value $0.0001 per share (the
“Class B Ordinary Shares”), and the other Holders currently own an aggregate of 150,000 Class B Ordinary
Shares, which were received from the Sponsor;


 


WHEREAS,
the Class B Ordinary Shares are convertible into the Company’s Class A ordinary shares, par value $0.0001 per share (the
“Ordinary Shares”), at the time of the initial Business Combination (as defined below) 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,
on March 24, 2021, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement, pursuant
to which the Sponsor agreed to purchase 8,333,333 warrants (or up to 9,333,333 warrants if the Underwriter’s (as defined
below) option to purchase additional units in connection with the Company’s initial public offering is exercised in full)
(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 finance the Company’s transaction costs in connection with an intended Business Combination, the Sponsor, an
affiliate of the Sponsor or certain of the Company’s officers or directors 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 into up to 1,000,000 warrants of
the post-Business Combination company at a price of $1.50 per warrant at the option of the lender (the “Working Capital
Warrants”); 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
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 principal 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.


 


“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 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 Company’s initial
Business Combination, (x) if the last reported sales price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted
for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (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.


 


“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.


 


“Nominee”
is defined in Section 6.1.


 


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


 


“Permitted
Transferees” shall mean a 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 Private Placement Warrants Purchase Agreement and any other applicable agreement between
such Holder and the Company, and to any transferee thereafter.


 




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“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 of the 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 thirty (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.


 


“Pro
Rata” shall have the meaning given in subsection 2.1.4.


 


“Registrable
Security” shall mean (a) the Founder Shares (including any Ordinary Shares or other equivalent equity security issued
or issuable upon the conversion of any such Founder Shares or exercisable for Ordinary Shares), (b) the Private Placement Warrants
(including any Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants), (c) the Working Capital
Warrants (including any Ordinary Shares issued or issuable upon the exercise of the Working Capital Warrants), (d) any outstanding
Ordinary Shares or any other equity security (including the 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 Ordinary Shares by way of a share capitalization or share split 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; or (iv) 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.


 


“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 are then listed;


 


(B)
fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the
Underwriter or 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;


 




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(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 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 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 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 under the Securities Act 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 (5) 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 (3) 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
Registration on Form S-1 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.


 






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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) 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 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 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.


 




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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, 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 stock 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 (7) 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
(3) 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. 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.


 


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 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 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:


 




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(a)
If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first,
the 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, Pro Rata based on the respective number of Registrable Securities that each Holder has so requested
exercising its rights to register its Registrable Securities pursuant to subsection 2.2.1 hereof, 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 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, 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 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, 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 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 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.


 


2.2.5
Opting-Out Holder. By written notice delivered to the Company, any Holder (an “Opting-Out Holder”)
may elect to waive its right to participate in Piggyback Registrations (“Registration Opt-Out”), until
such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out
Holder shall not receive notices of any proposed Piggyback Registration and (y) shall not be entitled to participate in any such
Piggyback Registration pursuant to this Section 2.2.


 


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 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 (3) 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 (3) business days after the
receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than ten (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.


 






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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, participating Holders may request
to sell all or any portion of their 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 and the Takedown Requesting Holders (if any) 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.


 


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 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 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 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.


 






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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 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, 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
III

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 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;


 






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3.1.3
prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the
Underwriter or 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 Underwriter or Underwriters,
if any, 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;


 


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 (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 Underwriter or 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 Underwriter or 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 $50,000,000, 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 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.


 






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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, to the extent that such rule or such successor rule is available
to the Company), 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.


 


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 Underwriter or Underwriters, their officers and directors and each person who
controls such Underwriter(s) (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
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 indemnify the Underwriter or Underwriters, their officers, directors and each person who controls such Underwriter(s) (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 he, she or 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
V

SHAREHOLDER RIGHTS


 


Subject
to the terms and conditions of this Agreement, at any time and from time to time on or 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 its best efforts 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 its best efforts 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 election
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.


 






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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 its best efforts 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.


 


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 an amount determined by the Board to
be reasonable and customary 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 (6) 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 on the Board, the Company shall not amend, alter or repeal any right to indemnification
or exculpation covering or benefiting any Sponsor Director nominated pursuant to this Agreement 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,
each as amended, 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 Capital
Market (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 sixty (60) days the right of such person to engage in any activity described in clause (ii)(B), or to be associated with
persons engaged in such activity, (iv) such proposed director 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 proposed director 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 (i) through (v) and reasonably objects to the
identified director, Sponsor shall be entitled to propose a different Nominee to the Board within thirty (30) calendar days of
the Company’s notice to Sponsor of its objection to the Nominee and such replacement Nominee shall be subject to the review
process outlined above.


 






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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.


 


Article
VI

MISCELLANEOUS


 


6.1
Notices. Any notice or communication under this Agreement must be
in writing and given by (i) overnight courier service providing evidence of delivery or (ii) transmission by hand delivery or
electronic mail. 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: 645 Fifth Avenue, 21st Floor, New York, New York 10022, Attention: Marcello Liguori, with
copies to; Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attention: Christian O. Nagler and Kirkland
& Ellis LLP, 609 Main Street, Houston, Texas 77007, Attention: Debbie Yee, and, if to any Holder, at such Holder’s address
or electronic mail address 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 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 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 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.


 






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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 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY
WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION.


 


6.7
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 (1) Holder, solely in 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.


 


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.


 






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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, other
than pursuant to that certain Forward Purchase Agreement, dated the date hereof, by and between the Company and MSD Partners,
L.P.. 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 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. The
provisions of Section 3.5 and Article IV shall survive any 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:
	 	 	 
	 	MSD ACQUISITION CORP.
	 	 	 
	 	By:	/s/ John Cardoso
	 	Name:	John Cardoso
	 	Title:	Chief Financial Officer





 


 [Signature
Page to Registration and Shareholder Rights Agreement]


 




     


     


    

  


	 	HOLDERS:
	 	 	 
	 	MSD SPONSOR HOLDINGS, LLC
	 	 	 
	 	By:	/s/ Marcello Liguori
	 	Name:	Marcello Liguori
	 	Title:	Vice President, Assistant Secretary, and

    Assistant Treasurer





 


 [Signature
Page to Registration and Shareholder Rights Agreement]


 




     


     


    

 


	 	By:	/s/ James Breyer
	 	Name:	James Breyer


 


[Signature
Page to Registration and Shareholder Rights Agreement]


 







     


     


    

 





	 	By:	/s/ Edith Cooper
	 	Name:	Edith Cooper


 


 [Signature
Page to Registration and Shareholder Rights Agreement]


 




     


     


    

 


	 	RIVERS CROSS TRUST
	 	 	 
	 	By:	/s/ Barry McCarthy
	 	Name:	Barry McCarthy
	 	Title:	Trustee





 


 [Signature
Page to Registration and Shareholder Rights Agreement]