Exhibit 10.3


 





REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT


 


THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT
(this "Agreement"), dated as of October 28, 2021, is made and entered into by and among Arbor Rapha Capital Bioholdings
Corp. I, a Delaware corporation (the "Company") and Arbor Rapha Capital LLC, a Delaware limited liability company (the
 "Sponsor" and together with 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 Company and the Sponsor have
entered into that certain Securities Subscription Agreement (the "Founder Shares Purchase Agreement"), dated as of March
10, 2021, pursuant to which the Sponsor purchased 4,312,500 shares of the Company's Class B common stock, par value $0.0001 per share
(the "Founder Shares");


 


WHEREAS, the Founder Shares are convertible
into shares of the Company's Class A common stock, par value $0.0001 per share (the "Common Stock"), at the time of the
initial Business Combination (as defined below) on a one-for-one basis, subject to adjustment, on the terms and conditions provided in
the Company's amended and restated certificate of incorporation, as may be amended from time to time;


 


WHEREAS, on October 28, 2021, the Company
and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement (the "Private Placement Warrants Purchase
Agreement"), pursuant to which the Sponsor agreed to purchase 3,833,333 warrants (or up to 4,133,333 warrants if the over-allotment
option in connection with the Company's initial public offering is exercised in full) (the "Private Placement Warrants"),
in a private placement transaction occurring simultaneously with the closing of the Company's initial public offering; and


 


WHEREAS, in order to fund the trust account
in connection with the Company’s initial public offering, the Sponsor has agreed to loan to the Company $3,750,000 (or $4,312,500
if the underwriter’s over-allotment is exercised in full), which may be convertible into warrants (“Sponsor Loan Warrants”)
at a price of $1.50 per warrant.


 


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


 


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


 


ARTICLE
I


 


DEFINITIONS


 


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


 


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


 






     


     


    

 


"Agreement" shall have the meaning
given in the Preamble.


 


"Board" shall mean the Board of
Directors of the Company.


 


"Business Combination" shall mean
any merger, capital stock exchange, asset acquisition, stock 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.


 


"Common Stock" shall have the
meaning given in the Recitals hereto.


 


"Company" shall have the meaning
given in the Preamble.


 


"Demand Registration" shall have
the meaning given in subsection 2.1.1.


 


"Demanding Holder" shall have
the meaning given in subsection 2.1.1.


 


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


 


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


 


"Form S-3" shall have the meaning
given in subsection 2.3.


 


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


 


"Founder Shares Purchase Agreement"
shall have the meaning given in the Recitals hereto.


 


"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.


 






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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 light of the circumstances under which they were
made not misleading.


 


"Nominee" is defined in subsection 5.1.1.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


"Registrable Security" shall
mean (a) the shares of Common Stock issued or issuable upon the conversion of any Founder Shares, (b) the Private Placement Warrants
(including any shares of the Common Stock issued or issuable upon the exercise of any such Private Placement Warrants) and Sponsor
Loan Warrants (including any shares of Common Stock issued or issuable upon the exercise of any such Sponsor Loan Warrants), (c) any
outstanding shares of the Common Stock or any other equity security (including the shares of Common Stock 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, (d) any equity
securities (including the shares of the Common Stock issued or issuable upon the exercise of any such equity security) of the
Company issuable upon conversion of any working capital loans in an amount up to $1,500,000 made to the Company by a Holder, and (e)
any other equity security of the Company or any of its subsidiaries, or any successor, issued or issuable with respect to any such
shares of the Common Stock by way of a stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation, spin-off or reorganization; provided, however, that, as to any particular
Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to
the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold,
transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise
transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the
Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such
securities shall have ceased to be outstanding; (D) such securities have been sold without registration pursuant to
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 (E) such securities have been sold to, or through, a broker, dealer or
underwriter in a public distribution or other public securities transaction.


 






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"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 Common Stock is then listed;


 


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


 


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


 


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


 


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


 


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


 


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


 


"Requesting Holder" shall have
the meaning given in subsection 2.1.1.


 


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


 


“Shelf” shall have the meaning
given in Section 2.3.


 


"Sponsor" shall have the meaning
given in the Preamble hereto.


 


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


 






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"Sponsor Loan Warrants" shall
have the meaning given in the Recitals hereto.


 


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


 


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


 


ARTICLE
II


 


REGISTRATIONS


 


2.1              
Demand Registration.


 


2.1.1         
Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof,
at any time and from time to time on or after the date the Company consummates the Business Combination, the Holders of at least a majority
in interest of the then-outstanding number of Registrable Securities (the "Demanding Holders") may make up to three (3)
demands, excluding short form demands, for Registration of all or part of their Registrable Securities, which written demands shall describe
the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written
demand a "Demand Registration"). The Company shall, within ten (10) days of the Company's receipt of the Demand Registration,
notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter
wishes to include all or a portion of such Holder's Registrable Securities in a Registration pursuant to a Demand Registration (each such
Holder that includes all or a portion of such Holder's Registrable Securities in such Registration, a "Requesting Holder")
shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt
by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled
to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon
thereafter as practicable, but not more than forty five (45) days immediately after the Company's receipt of the Demand Registration,
the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration.
Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand
Registration under this subsection 2.1.1 with respect to any or all Registrable Securities; provided, however,
that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may
be available at such time ("Form S-1") has become effective and all of the Registrable Securities requested by the Requesting
Holders to be registered on behalf of the Requesting Holders in such Registration have been sold, in accordance with Section 3.1
of this Agreement.


 


2.1.2          Effective
Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a
Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement
filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the
Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further,
that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration
pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or
state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to
have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated and
(ii) 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.


 






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


 


2.1.4         
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant
to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that
the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken
together with all other Common Stock or other equity securities that the Company desires to sell and the Common Stock, if any, as to which
a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders
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 Common Stock 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 Common Stock 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 (or in the case of an Underwritten Registration pursuant to Rule 415 under the
Securities Act, at least two business days prior to the time of pricing of the applicable offering). Notwithstanding anything to the
contrary in this Agreement, (i) the Company may effect an Underwritten Registration pursuant to any then effective Registration
Statement, including a Form S-3, that is then available for such offering and (ii) the Company shall be responsible for the
Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under
this subsection 2.1.5.


 






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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 stockholders of the
Company (or by the Company and by the stockholders 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 stockholders, (iii) for an offering of debt that is convertible into
equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed
filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing
date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering,
the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and
(B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities
as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a "Piggyback
Registration"). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration
and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable
Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same
terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition
of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute
their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting
agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.


 


2.2.2         
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is
to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback
Registration in writing that the dollar amount or number of the shares of Common Stock that the Company desires to sell, taken together
with (i) the Common Stock, 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 Common Stock, if any, as to which Registration has been requested
pursuant to separate written contractual piggyback registration rights of other stockholders 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 Common
Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of
Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof,
Pro Rata, 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 Common Stock, if any, as to which Registration
has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be
sold without exceeding the Maximum Number of Securities;


 






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(b)               
If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the
Company shall include in any such Registration (A) first, the Common Stock 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 Common Stock 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 Common Stock 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 (or in the case of an Underwritten Registration pursuant to Rule 415 under
the Securities Act, at least two business days prior to the time of pricing of the applicable offering). The Company (whether on its own
good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations)
may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness
of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration
Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.


 


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


 






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2.3               Registrations
on Form S-3. The Holders of Registrable Securities may at any time, and from time to time, request
in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the
Commission), register the resale of any or all of their Registrable Securities on Form S-3 or 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 Section 2.3 (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; provided, however, that the Company shall not be obligated to effect such
request through an Underwritten Offering. 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) 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 Section 2.3 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 $5,000,000. 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.


 


2.4              
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, the Chief Executive Officer, the President, or the Secretary of the Company
stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement
to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the
Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however, that
the Company shall not defer its obligation in this manner more than once in any 12-month period. Notwithstanding anything to the contrary
contained in this Agreement, no Registration shall be effected or permitted and no Registration Statement shall become effective, with
respect to any Registrable Securities held by any Holder, until after the expiration of the Founder Shares Lock-up Period or the Private
Placement Lock-up Period, as the case may be.


 


ARTICLE
III


 


COMPANY PROCEDURES


 


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


 





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


 






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


 


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


 


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


 


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


 


3.1.8          at
least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such
Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or
Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel;


 






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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;


 


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 $25,000,0000, 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.


 






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


 


3.4              
Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that
a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable
Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood
that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice),
or until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness
or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure
or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons
beyond the Company's control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial
effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than ninety (90)]
days in any 12-month period, 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 shares of the Common Stock held by such Holder without registration under the Securities Act within
the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter
by the Commission), including providing any legal opinions, to the extent such exemption is available to Holders at such time. Upon the
request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it
has complied with such requirements.


 


ARTICLE
IV


 


INDEMNIFICATION AND CONTRIBUTION


 


4.1              
Indemnification.


 


4.1.1          The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors and
agents and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages,
liabilities and out-of-pocket expenses (including, without limitation reasonable outside 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 or
affidavit so 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, officers and agents and each
person who controls the Company (within the meaning of the Securities Act) against any and all losses, claims, damages, liabilities and
out-of-pocket expenses (including without limitation reasonable outside 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.


 


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.


 






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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 out-of-pocket 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 out-of-pocket 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 out-of-pocket expenses reasonably incurred by such party in connection with any
investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5
were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations
referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty
of such fraudulent misrepresentation.


 


ARTICLE
V


 


STOCKHOLDER 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 a 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 stockholders 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 stockholders and recommending, supporting and soliciting proxies) so that there
are three Sponsor Directors serving on the Board at all times.


 


5.1.3          The
Company shall, to the fullest extent permitted by applicable law, use its best efforts to take all actions necessary to ensure that
(i) each Nominee is included in the Board's slate of nominees to the stockholders 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 stockholders 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 stockholders of the Company or the
Board with respect to the election of members of the Board.


 






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


 


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


 


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


 


5.1.7         
The Company shall (i) purchase directors' and officers' liability insurance in an amount determined by the Board to be reasonable
and customary and (ii) for so long as a Sponsor Director serves as a Director of the Company, maintain such coverage with respect to such
Sponsor Director; provided that upon removal or resignation of such Sponsor Director for any reason, the Company shall take all actions
reasonably necessary to extend such directors' and officers' liability insurance coverage for a period of not less than six 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 Director nominated pursuant to this Agreement as and to the extent consistent
with applicable law, whether such right is contained in the Company's certificate of incorporation or bylaws, each as amended, or another
document (except to the extent such amendment or alteration permits the Company to provide broader indemnification or exculpation rights
on a retroactive basis than permitted prior thereto).


 


5.1.9         
Each Nominee may, but does not need to qualify as "independent" pursuant to listing standards of the Nasdaq Global
Market.


 






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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 (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 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
VI


 


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: 333 Earle Ovington Blvd, Suite 900, Uniondale, New York 11553, Attention: Ivan Kaufman, with copy to: Skadden,
Arps, Slate, Meagher & Flom LLP, One Manhattan West, New York, New York 10001, Attention: David J. Goldschmidt, 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.


 


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.


 






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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 but only if such Permitted Transferee agrees to become bound
by the transfer restrictions set forth in this Agreement.


 


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.


 


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 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.


 


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.


 






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


 


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


 


6.10          
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.


 


6.11          
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.


 


6.12          
Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the
date of this Agreement or (ii) the date as of which no Registrable Securities remain outstanding. The provisions of Section 3.5
and Article IV shall survive any termination.


 


6.13          
Holder Information. Each Holder agrees, if requested
in writing, to represent to the Company the total number of Registrable Securities held by such Holder in order for the Company to make
determinations hereunder.


 


[SIGNATURE PAGES FOLLOW]


 






    18 


     


    

 





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


 


	 	COMPANY:
	 	 
	 	ARBOR RAPHA CAPITAL BIOHOLDINGS CORP. I, a Delaware
corporation
	 	 







	 	By:	/s/ Ivan Kaufman
	 	 	Name:	Ivan Kaufman
	 	 	Title:	Chief Executive Officer
	 	 	 	 










	 	HOLDERS:
	 	 
	 	ARBOR RAPHA CAPITAL LLC, a Delaware limited liability
company
	 	 







	 	By:	/s/ Ivan Kaufman
	 	 	Name:	Ivan Kaufman
	 	 	Title:	Authorized Signatory










 


[Signature Page to Registration and Stockholder Rights
Agreement]