Exhibit 10.2


 


REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT


 


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


 


RECITALS


 


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


 


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


 


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


 


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


 


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


 


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


 






     


     


    

 


ARTICLE 1


 


DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


“Cantor” means Cantor Fitzgerald & Co.,
the representative of the underwriters in the Offering.


 


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


 


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


 


“Commission” shall mean
the U.S. Securities and Exchange Commission.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Nominee” is defined
in Section 6.1.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Securities Act” shall
mean the Securities Act of 1933, as amended from time to time.


 


“Shelf” shall have the
meaning given in subsection 2.3.1.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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ARTICLE 2


 


REGISTRATIONS


 


2.1 Demand Registration.


 


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


 


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


 


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


 






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


 


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


 


2.2 Piggyback Registration.


 


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


 






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


 


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


 


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


 


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


 


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


  






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2.3 Shelf Registrations.
 


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


 


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


 


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


 






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


 


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


 


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


 


ARTICLE 3


 


COMPANY PROCEDURES


 


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



 


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


 






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


 


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


 


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


 


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


 


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


 


3.1.7 advise each seller of such Registrable Securities,
promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the
effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use commercially
reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


3.6 Limitations on Registration Rights.
Notwithstanding anything herein to the contrary, (i) Cantor, the other underwriters in the Offering and/or their designees may not exercise
their rights under Sections 2.1 and 2.2 hereunder after five (5) and seven (7) years after the effective date of the registration
statement relating to the Company’s initial public offering, respectively, and (ii) Cantor may not exercise its rights under Section
2.1 more than one.


 






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ARTICLE 4


 


INDEMNIFICATION AND CONTRIBUTION


 


4.1 Indemnification.


 


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


 


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


 


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


 






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


 


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


 


ARTICLE 5


 


SHAREHOLDER RIGHTS


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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ARTICLE 6


 


MISCELLANEOUS


 


6.1 Notices. Any notice or communication
under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified,
postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing
evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice or communication
that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received,
in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered
by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee
(with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any
notice or communication under this Agreement must be addressed, if to the Company, to: 767 Third Avenue, 38th Floor, New York, New York
10017, Attention: B. Ben Baldanza with copy to: Reed Smith LLP, 599 Lexington Avenue, New York, New York 10022, Attention: Ari Edelman,
and, if to any Holder, at such Holder’s address or contact information as set forth in the Company’s books and records. Any
party hereto may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such
change of address shall become effective 30 days after delivery of such notice as provided in this Section 6.1.


 


6.2 Assignment; No Third Party Beneficiaries.


 


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


 


6.2.2 Prior to the expiration of the Founder Shares
Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights,
duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such
Holder to a Permitted Transferee.


 


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


 


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


 


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


 


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


 


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


 


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


 


6.6 Governing Law; Venue. NOTWITHSTANDING
THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (I) THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO
AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION AND (II) THE
VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


[SIGNATURE PAGES FOLLOW]


 






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


 


	 	COMPANY:
	 	 	 
	 	SEMPER PARATUS ACQUISITION CORPORATION
	 	 	 
	 	By:	                  
	 	Name:	 
	 	Title:	 
	 	 	 
	 	HOLDERS:
	 	 	 
	 	SEMPER PARATUS SPONSOR LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	Philippe J. Kurzweil
	 	 	 
	 	CANTOR, FITZGERALD & CO.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


[Signature Page to Registration and Shareholder
Rights Agreement]


 






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