Exhibit 10.1

   

  PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT

   

  THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (as it may from time to
      time be amended and including all exhibits referenced herein, this “Agreement”), dated as of February 25, 2021, is entered into by and between ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company (the “Company”),



      and ARYA Sciences Holdings IV, a Cayman Islands exempted limited company (the “Purchaser”).

   

  WHEREAS, the Company intends to consummate an initial public offering
      (the “Public Offering”) of the Company’s Class A ordinary shares, par value $0.0001 per share (each, a “Share”), as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange
      Commission (the “SEC”), File Number 333-252960 under the Securities Act of 1933, as amended (the “Securities Act”).

   

  WHEREAS, the Purchaser has agreed to purchase an aggregate of 460,000
      Shares (and up to 39,000 additional Shares if the underwriters in the Public Offering exercise their option to purchase additional Shares in full) (the “Private Placement Shares”).

   

  NOW THEREFORE, in consideration of the mutual promises contained in this
      Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:

   

  AGREEMENT

   

  Section 1.         Authorization, Purchase and Sale; Terms of the
        Private Placement Shares.

   

  A.       Authorization of the Private Placement Shares. The
      Company has duly authorized the issuance and sale of the Private Placement Shares to the Purchaser.

   

  B.           Purchase and Sale of the Private Placement Shares.

   

  (i)       On the date of the consummation of the Public Offering (the “IPO



          Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 460,000 Private Placement Shares at a price of $10.00 per Private Placement Share for an aggregate purchase price of
      $4,600,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the
      Company, and (ii) $2,600,000 to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee, in each case in accordance with the Company’s wiring instructions, at least one (1)
      business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Shares purchased
      by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

   

  
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  (ii)       On the date of any closing of the option to purchase additional
      Shares, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Option Closing Date”, and each Option Closing Date (if any) and the
      IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 39,000 Private Placement Shares (or, to the extent the option to purchase additional Shares
      is not exercised in full, a lesser number of Private Placement Shares in proportion to portion of the option that is exercised) at a price of $10.00 per Private Placement Share for an aggregate purchase price of up to $390,000 (the “Option
          Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to any Option
      Closing Date. On each Option Closing Date (if any), subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Shares purchased on such date
      duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

   

  		C.	Terms of the Private Placement Shares.


   

  (i)       The Private Placement Shares are substantially identical to the
      Shares to be offered in the Public Offering except that (a) the Private Placement Shares will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business



          Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will
      become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and
      the restrictions described above in clause (a) have expired.

   

  (ii)       On the IPO Closing Date, the Company and the Purchaser shall
      enter into a registration and shareholder rights agreement (the “Registration and Shareholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement
      Shares.

   

  Section 2. Representations and Warranties of the Company. As a
      material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Shares, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive each Closing Date) that:

   

  A.            Incorporation and Corporate Power. The Company is
      an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material
      adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement.

   

  
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  		B.	Authorization; No Breach.


   

  (i)       The execution, delivery and performance of this Agreement and
      the Private Placement Shares have been duly authorized by the Company as of the date hereof. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency,
      fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in
      accordance with, and payment pursuant to, the terms of this Agreement, the Private Placement Shares will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.

   

  (ii)       The execution and delivery by the Company of this Agreement and
      the Private Placement Shares, the issuance and sale of the Private Placement Shares and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and will not as of each Closing Date (a) conflict with or
      result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s share capital or assets under, (d) result in a violation
      of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the amended and restated memorandum and articles
      of association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering) or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order,
      judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.

   

  C.            Title to Securities. Upon issuance in accordance
      with, and payment pursuant to, the terms hereof and upon registration in the Company’s register of members, the Private Placement Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment
      pursuant to, the terms hereof and upon registration in the Company’s register of members, the Purchaser will have good title to the Private Placement Shares purchased by it, free and clear of all liens, claims and encumbrances of any kind, other than
      (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

   

  D.            Governmental Consents. No permit, consent, approval
      or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions
      contemplated hereby.

   

  E.       Regulation D Qualification. Neither the Company nor, to
      its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the
      Securities Act.

   

  
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  Section 3.         Representations and Warranties of the Purchaser.
      As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Shares to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive
      each Closing Date) that:

   

  A.        Organization and Requisite Authority. The Purchaser
      possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.

   

  		B.	Authorization; No Breach.


   

  (i)       This Agreement constitutes a valid and binding obligation of the
      Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable
      principles (whether considered in a proceeding in equity or law).

   

  (ii)       The execution and delivery by the Purchaser of this Agreement
      and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of, (b) constitute a default
      under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Purchaser’s equity or assets under, (d) result in a violation of, or (e) require authorization, consent, approval, exemption or other action by or notice
      or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Purchaser’s organizational documents in effect on the date hereof or as may be amended prior to completion of the contemplated Public
      Offering, or any material law, statute, rule or regulation to which the Purchaser is subject, or any agreement, instrument, order, judgment or decree to which the Purchaser is subject, except for any filings required after the date hereof under
      federal or state securities laws.

   

  		C.	Investment Representations.


   

  (i)       The Purchaser is acquiring the Private Placement Shares for its
      own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

   

  (ii)       The Purchaser is an “accredited investor” as such
      term is defined in Rule 501(a)(3) of Regulation D under the Securities Act, and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

   

  (iii)       The Purchaser understands that the Private Placement Shares
      are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s
      compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Private Placement Shares.

   

  
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  (iv)     The Purchaser did not decide to enter into this Agreement as a
      result of any general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act.

   

  (v)      The Purchaser has been furnished with all materials relating to
      the business, finances and operations of the Company and materials relating to the offer and sale of the Private Placement Shares which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the
      executive officers and directors of the Company. The Purchaser understands that its investment in the Private Placement Shares involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to
      make an informed investment decision with respect to the acquisition of the Private Placement Shares.

   

  (vi)     The Purchaser understands that no United States federal or state
      agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Private Placement Shares or the fairness or suitability of the investment in the Private Placement Shares by the Purchaser nor have
      such authorities passed upon or endorsed the merits of the offering of the Private Placement Shares.

   

  (vii)    The Purchaser understands that: (a) the Private Placement Shares
      have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption
      therefrom; and (b) except as specifically set forth in the Registration and Shareholder Rights Agreement, neither the Company nor any other person is under any obligation to register the Private Placement Shares under the Securities Act or any state
      securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both
      before and after an initial Business Combination, are deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act
      would not be available for resale transactions of the Private Placement Shares despite technical compliance with the requirements of such Rule, and the Private Placement Shares can be resold only through a registered offering or in reliance upon
      another exemption from the registration requirements of the Securities Act.

   

  (viii)   The Purchaser has such knowledge and experience in financial and
      business matters, knowledge of the high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Private Placement
      Shares and is able to bear the economic risk of an investment in the Private Placement Shares in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and
      contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Private Placement Shares. The Purchaser can afford a complete loss of its investments in the Private Placement
      Shares.

   

  (ix)       The Purchaser understands that the Private Placement Shares
      shall bear the following legend and appropriate “stop transfer restrictions”:

   

  
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  “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
      UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.

   

  THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP
      PROVISIONS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP.”

   

  Section 4.         Conditions of the Purchaser’s Obligations. The
      obligations of the Purchaser to purchase and pay for the Private Placement Shares are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:

   

  A.            Representations and Warranties. The representations
      and warranties of the Company contained in Section 2 shall be true and correct at and as of such Closing Date as though then made.

   

  B.            Performance. The Company shall have performed and
      complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before such Closing Date.

   

  C.            No Injunction. No litigation, statute, rule,
      regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the
      matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement.

   

  D.            Registration and Shareholder Rights Agreement. The
      Company shall have entered into the Registration and Shareholder Rights Agreement, in the form of Exhibit A hereto, on terms satisfactory to the Purchaser.

   

  Section 5.         Conditions of the Company’s Obligations. The
      obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:

   

  A.            Representations and Warranties. The representations
      and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of such Closing Date as though then made.

   

  B.            Performance. The Purchaser shall have performed and
      complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date.

   

  
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  C.             Corporate Consents. The Company shall have
      obtained the consent of its board of directors authorizing the execution, delivery and performance of this Agreement and the issuance and sale of the Private Placement Shares hereunder.

   

  D.             No Injunction. No litigation, statute, rule,
      regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the
      matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement.

   

  Section 6.         Miscellaneous.

   

  A.             Successors and Assigns. Except as otherwise
      expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not.
      Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser to affiliates thereof (including, without limitation one or more of its members).

   

  B.       Severability. Whenever possible, each provision of this
      Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the
      extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

   

  C.       Counterparts. This Agreement may be executed
      simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. Signatures to this Agreement transmitted via facsimile
      or e-mail shall be valid and effective to bind the party so signing.

   

  D.       Descriptive Headings; Interpretation. The descriptive
      headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

   

  E.       Governing Law. This Agreement shall be deemed to be a
      contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of
      the laws of another jurisdiction.

   

  F.       Amendments. This Agreement may not be amended, modified
      or waived as to any particular provision, except by a written instrument executed by the parties hereto.

   

  [Signature page follows]

   

  
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  IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

   

  	 	COMPANY:
	 	 
	 	ARYA SCIENCES ACQUISITION CORP IV
	 	 
	 	By:	/s/ Adam Stone
	 	 	Name: Adam Stone
	 	 	Title: Chief Executive Officer
	 	 	 
	 	PURCHASER:
	 	 
	 	ARYA SCIENCES HOLDINGS IV
	 	 
	 	By:	/s/ Samuel M. Cohn

        
	 	Name: Samuel M. Cohn
	 	Title: Secretary


   

  
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  EXHIBIT A 

  Registration and Shareholder Rights Agreement

   

  
     

    
      
 

  

   

  REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT

   

  THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
      (this “Agreement”), dated as of March 2, 2021, is made and entered into by and among ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company (the “Company”), ARYA Sciences Holdings IV, a Cayman Island exempted
      limited 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 3,647,500 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 90,000 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 (“Ordinary Shares”), at the time of the initial Business Combination on a one-for-one basis, subject to adjustment, on the terms and conditions provided in the Company’s
      amended and restated memorandum and articles of association, as may be amended from time to time;

   

  WHEREAS, on February 25, 2021, the Company and the Sponsor
      entered into that certain Private Placement Shares Purchase Agreement, pursuant to which the Sponsor agreed to purchase 460,000 Ordinary Shares (or up to 499,000 Ordinary Shares if the Underwriters’ (as defined below) option to purchase additional
      Ordinary Shares in connection with the Company’s initial public offering is exercised in full) (the “Private Placement Shares”), 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 (as defined below), 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 shares of the post-Business Combination company at a price of $10.00 per share at the option of the lender (the “Working Capital Shares”); and

   

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

   

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

   

  
     

    
      
 

  

  
   

   

  ARTICLE 1

  DEFINITIONS

   

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

   

  “Adverse Disclosure” shall mean any public
      disclosure of material non-public information, which disclosure, in the good faith judgment of the 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 material fact necessary to make the statements contained therein (in the case of any prospectus and 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.

   

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

   

  “Piggyback Registration” shall have the meaning given in subsection



        2.2.1.

   

  “Private Placement Lock-up Period” shall mean, with
      respect to the Private Placement Shares that are held by the initial purchasers or their Permitted Transferees, the period ending thirty (30) days after the completion of the Company’s initial Business Combination.

   

  “Private Placement Shares” 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.

   

  
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  “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 Shares, (c) the Working Capital Shares, (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 Underwriters in connection with blue sky qualifications of Registrable Securities);

   

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

   

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

   

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

   

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

   

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

   

  ARTICLE 2

      REGISTRATIONS

   

  2.1            Demand Registration.

   

  2.1.1        Request for Registration. Subject to the provisions of
      subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the initial Business Combination, the Holders of at least a majority in interest of the then-outstanding number of
      Registrable Securities (the “Demanding Holders”) may make a written demand for Registration 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 Form S-1
      Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

   

  
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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.

   

  
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  2.1.4        Reduction of Underwritten Offering. If the managing
      Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable
      Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other 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.

   

  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.

   

   

    

  
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  2.2.2      Reduction of Piggyback Registration. If the managing
      Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration (other than Underwritten Shelf Takedown), in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback
      Registration in writing that the dollar amount or number of the 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:

   

  (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.

   

  
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  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           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, the Sponsor may request to sell all or any portion of its Registrable Securities in an underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided
      that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably
      expected to exceed, in the aggregate, $10,000,000. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company at least 48 hours prior to the public announcement of such Underwritten Shelf Takedown, which shall
      specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company shall
      include in any Underwritten Shelf Takedown the securities requested to be included by any holder (each a “Takedown Requesting Holder”) at least 24 hours prior to the public announcement of such Underwritten Shelf Takedown pursuant to
      written contractual piggyback registration rights of such holder (including to those set forth herein). The Sponsor 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.

   

  
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  2.3.4        If the managing Underwriter or Underwriters in an
      Underwritten Shelf Takedown, in good faith, advises the Company, the Sponsor and the Takedown Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Takedown Requesting Holders (if
      any) desire to sell, taken together with all other 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.

   

  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.

   

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

   

  ARTICLE 3

  COMPANY PROCEDURES

   

  3.1        General Procedures. If at any time on or after the
      date the Company consummates an initial Business Combination the Company is required to effect the Registration of Registrable Securities, the Company shall use 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;

   

  
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  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 for a transfer agent 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 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;

   

  
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  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 

   

  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.

   

  
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  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, 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 4

  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.

   

   

    

  
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  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 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 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 5

  SHAREHOLDER RIGHTS

   

  5.1           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.

   

  
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  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.
  

   

  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).

   

  
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  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.

   

  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 6 

  MISCELLANEOUS

   

  6.1          Notices. Any notice or communication under this
      Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing
      evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given,
      served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile,
      at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed,
      if to the Company, to: 51 Astor Place, 10th Floor, New York, New York 1003, Attention: Adam Stone, with copy to; Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attention: Christian O. Nagler, and, if to any Holder, at such
      Holder’s address or facsimile number as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become
      effective thirty (30) days after delivery of such notice as provided in this Section 6.1.

   

  
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  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.

   

  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.

   

  
    20 

    
      
 

  

   

   

  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.

   

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

   

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

   

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

   

  6.13         Term. This Agreement shall terminate 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:
	 	 
	 	ARYA SCIENCES ACQUISITION CORP IV
	 	 
	 	By:	 
	 	 	Name:   Adam Stone
	 	 	Title:     Chief Executive Officer
	 	 
	 	HOLDERS:
	 	 
	 	ARYA SCIENCES HOLDINGS IV
	 	 
	 	By:	 
	 	 	Name:  Adam Stone
	 	 	Title:    Authorized Signatory


   

  [Signature Page to Registration and Shareholder Rights Agreement]

   

  
     

    
      
 

  

   

  	 	By:	 
	 	 	Todd Wider


   

  [Signature Page to Registration and Shareholder Rights Agreement]

   

   

  
     

    
      
 

  

   

  	 	By:	 
	 	 	Michael Henderson


  

   

  [Signature Page to Registration and Shareholder Rights Agreement]

   

  
     

    
      
 

  

   

  	 	By:	 
	 	 	Leslie Trigg


   

  [Signature Page to Registration and Shareholder Rights Agreement]