Exhibit 10.3


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION
RIGHTS AGREEMENT (this "Agreement"), dated as of March 3, 2021, is made and entered into by and among
Aurora Acquisition Corp., a Cayman Islands exempted company (the "Company"), Novator Capital Sponsor Ltd.,
a limited liability company validly existing and in good standing under the laws of Cyprus (the "Sponsor"), and
each of the undersigned parties listed on the signature page hereto under "Holders" (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 has 7,200,000 Class B ordinary shares, par value $0.0001 per share (the "Founder Shares"),
issued and outstanding, up to 825,000 of which will be surrendered to the Company for no consideration depending on the
extent to which the underwriters of the Company's initial public offering exercise their over-allotment option;


 


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


 


WHEREAS,
on or prior to the date hereof, the Company, Sponsor and certain of the other Holders entered into that certain Novator
Private Placement Units Purchase Agreement (the "Novator Private Placement Units Purchase Agreement"), pursuant
to which the Sponsor and certain of the Holders agreed to purchase an aggregate of 3,500,000 private placement units (the "Novator
Private Placement Units") in a private placement transaction occurring simultaneously with the closing of the Company's
initial public offering;


 


WHEREAS,
on or prior to the date hereof, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase
Agreement (the "Private Placement Warrants Purchase Agreement"), pursuant to which the Sponsor agreed
to purchase an aggregate of 4,266,667 private placement warrants (or up to 4,706,667 private placement warrants to the extent
that 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 finance the Company's transaction costs in connection with its search for and consummation of an initial
Business Combination (as defined below), 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 $1,500,000 of such loans may be convertible into private
placement-equivalent warrants ("Working Capital Warrants") at a price of $1.50 per warrant at the option
of the lender;


 


WHEREAS,
on or prior to the date hereof, the Sponsor transferred certain Founder Shares to certain of the Holders; 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:





 






     


     


    

 


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.


 


"Commission"
shall mean the United States Securities and Exchange Commission.


 


"Ordinary
Shares" shall have the meaning given in the Recitals hereto.


 


"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 and Private Placement Shares Lock-up Period" shall mean, with respect to the Founder Shares and the
Novator Private Placement Shares, the period ending on the earlier of (A) twelve months after the completion of the Company's
initial Business Combination and (B) subsequent to the completion of the Business Combination, (x) if the closing price
of the Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share splits, 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, on or prior to 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
light of the circumstances under which they were made) not misleading.


 


"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, Private Placement Lock-up Period or
any other lock-up period, as the case may be, under the Insider Letter, the Novator Private Placement Units Purchase Agreement,
this Agreement and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.


 


"Person"
shall mean an individual, a corporation, a partnership, a joint venture, a trust, an unincorporated organization,
a limited liability company or partnership, a government and any agency or political subdivision thereof.


 


"Piggyback
Registration" shall have the meaning given in subsection 2.2.1.


 


"Private
Placement Warrants Lock-up Period" shall mean, with respect to the Private Placement Warrants and the Novator
Private Placement Warrants that are held by the initial purchasers of the Novator Private Placement Units or their Permitted Transferees
(along with the Ordinary Shares issuable upon the exercise of the Private Placement Warrants and Novator Private Placement Warrants,
the period ending 30 days after the completion of the Company's Business Combination.


 


"Novator
Private Placement Shares" are to the Class A ordinary shares included in the Novator Private Placement Units.


 


"Novator
Private Placement Units" shall have the meaning given in the Recitals hereto.


 


"Novator
Private Placement Units Purchase Agreement" shall have the meaning given in the Recitals hereto.


 


"Novator
Private Placement Warrants" are to the warrants included in the Novator Private Placement Units.


 


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


 


"Private
Placement Warrants Purchase Agreement" shall have the meaning given in the Recitals hereto.


 


"Pro Rata" shall have
the meaning given in subsection 2.1.4.


 


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


 






     


     


    

  


"Registrable
Security" shall mean (a) the Founder Shares and the Ordinary Shares issued or issuable upon the conversion
of the Founder Shares, (b) the Novator Private Placement Units (including any Ordinary Shares and warrants included in such Novator
Private Placement Units and any Ordinary Shares issued or issuable upon the exercise of the warrants underlying the Novator Private
Placement Units) issued to the Sponsor and certain other Holders in a private placement that will close simultaneously with the
closing of the Company's initial public offering, (c) the Private Placement Warrants issued to the Sponsor in a private placement
that will close simultaneously with the closing of the Company's initial public offering (including any Ordinary Shares issued
or issuable upon exercise of such 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, (e) 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 $1,500,000 made to the Company by a Holder
(including the Working Capital Warrants and including any Ordinary Shares issued or issuable upon exercise of such warrants) and
(f) any other equity security of the Company issued or issuable with respect to any such Ordinary Share 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: (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 may be sold without registration
pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but
with no volume or other restrictions or limitations); 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.


 


"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 outside 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 Demanding Holders holding the majority of shares to be included
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 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 fifteen percent (15%) 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 ten (10) 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) 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 use its reasonable best efforts to 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 5-1 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 5-1 Registration have been sold, in accordance with Section 3.1 of this
Agreement.


 


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) Demanding Holders holding a majority of the outstanding Registrable Securities 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; and 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 the Demanding Holders holding a majority of the outstanding Registrable Securities 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 holders of a majority of shares by 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 Registrable Securities of Holders (Pro Rata,
based on the respective number of Registrable Securities that each Holder has so requested) exercising their rights to register
their Registrable Securities pursuant to subsection 2.2.1 hereof, 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 that the Company desires to sell, which can be sold without exceeding the Maximum
Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (i), (ii) and (iii), 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.


 


2.1.5       Demand
Registration Withdrawal. Demanding Holders holding a majority of the outstanding Registrable Securities initiating a Demand
Registration or Requesting Holders (if any), holding a majority of the outstanding Registrable Securities 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 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) 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) 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 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 to Section 2.2 hereof, and (iii) the Ordinary Shares, if any, as to which Registration has
been requested pursuant to separate written contractual piggyback registration rights of other shareholders of the Company, exceeds
the Maximum Number of Securities, then:


 


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


 


2.3          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 five (5) 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 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 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 $10,000,000.


 



     


     


    

 


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 Company's Chairman of the Board (or President of the Company) stating that
in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be
filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event,
the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however,
that the Company shall not defer its obligation in this manner more than once in any 12-month period.


 


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;


 






     


     


    

  


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 furnish a copy thereof to each seller of such Registrable Securities and its counsel, including, without limitation,
providing copies promptly upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus;


 


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; and provided further, the Company
may not include the name of any Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration
Statement or Prospectus, any amendment or supplement to such Registration Statement or Prospectus, any document that is to be
incorporated by reference into such Registration Statement or Prospectus, or any response to any comment letter, without the prior
written consent of such Holder or Underwriter and providing each such Holder or Underwriter a reasonable amount of time to review
and comment on such applicable document, which comments the Company shall include unless contrary to applicable law;


 


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 $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.


 






     


     


    

 


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.


 


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 (plus local 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 (provided that no such offering by the Holders is contemplated as of the date hereof other than the
distribution of the Registrable Securities following the applicable Founder Shares and Private Placement Shares Lock-up Period
or the Private Placement Warrants Lock-up Period) 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 (except as provided 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


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,
telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described
above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day
following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail,
telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit
of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this
Agreement must be addressed, if to the Company, to: 20 North Audley Street, Mayfair, London W1K 6LX, United Kingdom, and,
if to any Holder, at such Holder's address or contact information as set forth in the Company's books and records. Any party 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 and Private Placement Shares Lock-up Period or the Private Placement Warrants 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.


 


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.


 


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. 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.


 






     


     


    

 


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 capital 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 or (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 without registration pursuant to Rule 144 (or any similar provision) under the Securities
Act with no volume or other restrictions or limitations. The provisions of Section 3.5 and Article IV
shall survive any termination.


 


[Signature Page Follows]


 






     


     


    

 


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


 


	 	COMPANY:
	 	 
	 	Aurora
    Acquisition Corp., a Cayman Islands exempted company
	 	 
	 	By:	/s/ Caroline Harding
	 	 	Name:
    Caroline Harding
	 	 	Title:
    Director
	 	 
	 	HOLDERS:
	 	 
	 	Novator
    Capital Sponsor Ltd., a limited liability company under the laws of Cyprus
	 	 
	 	By:	/s/ Pericles Spyrou
	 	 	Name:
    Pericles Spyrou
	 	 	Title:
    Director
	 	 
	 	By:	/s/ Arnaud Massenet
	 	 	Name:
    Arnaud Massenet
	 	 	Title:
    Chief Executive Officer
	 	 
	 	By:	/s/ Prabhu Narasimhan
	 	 	Name:
    Prabhu Narasimhan
	 	 	Title:
    Chief Investment Officer and Head of Legal
	 	 
	 	By:	/s/ Thor Björgólfsson
	 	 	Name:
    Thor Björgólfsson
	 	 	Title:
    Chairman




 


[Signature
Page to Registration Rights Agreement]


 






     


     


    

 


	 	By:	/s/ Shravin Mittal
	 	 	Name:
    Shravin Mittal
	 	 	Title:
    Director
	 	 
	 	 	/s/ Shravin Mittal
	 	 	Unbound
    Holdco Ltd.
	 	 	Name:
    Shravin Mittal
	 	 
	 	By:	/s/ Sangeeta Desai
	 	 	Name:
    Sangeeta Desai
	 	 	Title:
    Director
	 	 
	 	By:	/s/ Michael Edelstein
	 	 	Name:
    Michael Edelstein
	 	 	Title:
    Director
	 	 
	 	 	/s/ Michael Edelstein
	 	 	The
    Michael Edelstein Revocable Trust
	 	 	Name: Michael Edelstein, Trustee




 


[Signature
Page to Registration Rights Agreement]