Exhibit 10.9


 


FORWARD PURCHASE AGREEMENT


 


This Forward Purchase
Agreement (this “Agreement”) is entered into as of February [●], 2021, by and between MSD
Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the party listed as
the purchaser on the signature page hereof (the “Purchaser”).


 


WHEREAS, the Company
was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses (a “Business Combination”);


 


WHEREAS, the Company
has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement
on Form S-1 (the “Registration Statement”) for its initial public offering (“IPO”)
of units (the “Units”) at a price of $10.00 per Unit, each comprised of one Class A ordinary share
of the Company, par value $0.0001 per share (the “Ordinary Share(s)”), and one-fifth of one redeemable
warrant, where each whole redeemable warrant is exercisable to purchase one Ordinary Share at an exercise price of $11.50 per share
(the “Warrant(s)”);


 


WHEREAS, following
the closing of the IPO (the “IPO Closing”), the Company will seek to identify and consummate a
Business Combination; and


 


WHEREAS, the parties
wish to enter into this Agreement, pursuant to which immediately prior to the closing of the Company’s initial Business Combination
(the “Business Combination Closing”), the Company shall issue and sell, and the Purchaser shall
purchase, on a private placement basis, up to $50,000,000 of units, at a price of $10.00 per unit, each comprised of one Ordinary
Share (the “Forward Purchase Shares”) and one-fifth of one warrant to purchase one Ordinary Share
at an exercise price of $11.50 (the “Forward Purchase Warrants” and, together with the Forward
Purchase Shares, the “Forward Purchase Securities”) on the terms and conditions set forth herein.


 


NOW, THEREFORE, in
consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other
good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:


 


1. Sale
and Purchase.


 


(a) Forward Purchase
Securities.


 


(i) The
Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, (1) the number of Forward Purchase
Shares that is the quotient of (x) the amount of capital committed to the Purchaser and allocated to this Agreement as notified
by the Purchaser to the Company no later than five (5) Business Days prior to such time as any definitive agreement with respect
to a Business Combination is executed by the Company (the “Allocation Notice”), which amount shall
be no more than $50,000,000 in the Purchaser’s sole discretion, and (y) $10.00 (the “Number of Forward Purchase
Shares”), plus (2) the number of Forward Purchase Warrants which is the product of (x) the number of Forward
Purchase Shares as determined by clause (1) and (y) 1/5 (the “Number of Forward Purchase Warrants”)
for an aggregate purchase price of $10.00 multiplied by the number of Forward Purchase Shares issued and sold hereunder (the “FPS
Purchase Price”). No fractional Forward Purchase Warrants will be issued.


 


(ii) Each
Forward Purchase Warrant will have the same terms as the Company’s private placement warrants, purchased by MSD Sponsor Holdings,
LLC in a private placement occurring simultaneously with the closing of the IPO, and will be subject to the terms and conditions
of the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as Warrant
Agent, in connection with the IPO (the “Warrant Agreement”). Each Forward Purchase Warrant will
entitle the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment as described in
the Warrant Agreement and only whole Forward Purchase Warrants will be exercisable. The Forward Purchase Warrants will become exercisable
on the later of thirty (30) days after the Business Combination Closing and twelve (12) months from the IPO Closing, and will expire
five years after the Business Combination Closing or earlier upon redemption or the liquidation of the Company, as described in
the Warrant Agreement.


 






     


     


    

 


(iii) The
Company shall deliver written notice to the Purchaser as early as practicable, and in any case at least eleven (11) Business Days
before the funding of the FPS Purchase Price to the Escrow Account (defined below), specifying the anticipated date of the Business
Combination Closing, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account (the “Escrow
Account”) of a third-party escrow agent, which shall be the Company’s transfer agent (the “Escrow
Agent”), pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow
Agreement”). Two (2) Business Days before the anticipated date of the Business Combination Closing specified
in such written notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in
such written notice, to be held in escrow pending the Business Combination Closing. If the Business Combination Closing does not
occur within thirty (30) days after the Purchaser delivers the FPS Purchase Price to the Escrow Agent, the Escrow Agreement will
provide that the Escrow Agent shall automatically return to the Purchaser the FPS Purchase Price; provided that the return
of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations
hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of
the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination. For the
purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that
is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to
close in the City of New York, New York.


 


(iv) The
closing of the sale of the Forward Purchase Securities (the “FPS Closing”) shall be held on the
same date as, and immediately prior to, the Business Combination Closing (such date being referred to as the “Closing
Date”). At the FPS Closing, the Company will issue to the Purchaser the Forward Purchase Securities, registered
in the name of the Purchaser, against (and concurrently with) release of the FPS Purchase Price by the Escrow Agent to the Company.


 


(b) Delivery of Forward
Purchase Securities.


 


(i) The
Company shall register the Purchaser as the owner of the Forward Purchase Securities purchased by the Purchaser hereunder in the
register of members of the Company (in respect of the Ordinary Shares) and with the Company’s transfer agent by book entry
on or promptly after (but in no event more than two (2) Business Days after) the date of the FPS Closing.


 


(ii) Each
register and book entry for the Forward Purchase Securities purchased by the Purchaser hereunder shall contain a notation, and
each certificate (if any) evidencing the Forward Purchase Securities shall be stamped or otherwise imprinted with a legend, in
substantially the following form:


 


“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION,
AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”


 


(c) Legend Removal.
If the Forward Purchase Securities are eligible to be sold without restriction under Rule 144 under the Securities Act of 1933,
as amended (the “Securities Act”), then at the Purchaser’s request in connection with a
sale of such Forward Purchase Securities, the Company will, at its sole expense, cause the Company’s transfer agent to remove
the legend set forth in Section 1(b)(ii) hereof. In connection therewith, if required by the Company’s transfer agent, the
Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any
other authorizations, certificates and directions required by the transfer agent, that authorize and direct the transfer agent
to transfer such Forward Purchase Securities without any such legend; provided, however, that the Company will not
be required to deliver any such opinion, authorization or certificate or direction if it reasonably believes that removal of the
legend could reasonably be expected to result in or facilitate transfers of Forward Purchase Securities in violation of applicable
law.


 


(d) Registration
Rights. The Purchaser shall have registration rights with respect to the Forward Purchase Securities as set forth on Exhibit
A (the “Registration Rights”).


 






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2. Representations
and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows, as of the date hereof:


 


(a)
Organization and Power. The Purchaser is duly organized, validly existing, and in good standing under the laws
of the jurisdiction of its formation (if the concept of “good standing” is a recognized concept in such
jurisdiction) and has all requisite power and authority to carry on its business as presently conducted and as proposed to be
conducted.


 


(b)
Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when
executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser,
enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights
generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable
remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights may be limited by
applicable federal or state securities laws.


 


(c) Governmental
Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration
or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection with
the consummation of the transactions contemplated by this Agreement.


 


(d) Compliance with
Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the
Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions
of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to which it is a party
or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under
any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal
or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material
adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.


 


(e) Purchase Entirely
for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company,
which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Forward Purchase Securities
to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent,
and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling,
granting any participation in, or otherwise distributing the same in violation of law. By executing this Agreement, the Purchaser
further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person
to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Forward Purchase Securities.
If the Purchaser was formed for the specific purpose of acquiring the Forward Purchase Securities, each of its equity owners is
an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. For purposes of this Agreement,
“Person” means an individual, a limited liability company, a partnership, a joint venture, a
corporation, a trust, an unincorporated organization, any other entity or any government or any department or agency thereof.


 


(f) Disclosure
of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs
and the terms and conditions of the offering and sale of the Forward Purchase Securities, as well as the terms of the IPO, with
the Company’s management.


 






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(g) Restricted Securities.
The Purchaser understands that the offer and sale of the Forward Purchase Securities to the Purchaser has not been, and will not
be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities
Act that depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s
representations as expressed herein. The Purchaser understands that the Forward Purchase Securities are “restricted securities”
under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward
Purchase Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from
such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to
register or qualify the Forward Purchase Securities, or any Ordinary Shares that the Forward Purchase Securities may be converted
into or exercised for, for resale, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption
from registration or qualification is available, it may be conditioned on various requirements including, but not limited to,
the time and manner of sale, the holding period for the Forward Purchase Securities, and requirements relating to the Company
that are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands
that the offering of the Forward Purchase Securities hereunder is not, and is not intended to be, part of the IPO, and that the
Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the
Forward Purchase Securities.


 


(h) No Public Market.
The Purchaser understands that no public market now exists for the Forward Purchase Securities, and that the Company has made
no assurances that a public market will ever exist for the Forward Purchase Securities.


 


(i) High Degree of
Risk. The Purchaser understands that its agreement to purchase the Forward Purchase Securities involves a high degree of risk
which could cause the Purchaser to lose all or part of its investment.


 


(j) Accredited Investor.
The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities
Act.


 


(k) Foreign Investors.
If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as
amended), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction
in connection with any invitation to subscribe for the Forward Purchase Securities or any use of this Agreement, including (i)
the legal requirements within its jurisdiction for the purchase of the Forward Purchase Securities, (ii) any foreign exchange
restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the
income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of
the Forward Purchase Securities. The Purchaser’s subscription and payment for and continued beneficial ownership of the
Forward Purchase Securities will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.


 


(l) No General Solicitation.
Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or
indirectly, including through a broker or finder, (i) to its knowledge, engaged in any general solicitation, or (ii) published
any advertisement in connection with the offer and sale of the Forward Purchase Securities.


 


(m) Residence.
The principal place of business of the Purchaser is the office located at the address of the Purchaser set forth on the signature
page hereof.


 


(n) Non-Public Information.
The Purchaser acknowledges its obligations under applicable securities laws with respect to the treatment of material non-public
information relating to the Company.


 


(o) Adequacy of Financing.
The Purchaser has, or will have, from and after receipt of capital commitments not subject to opt-out rights (or for which the
party with such opt-out rights has agreed to fund in respect of this Agreement) in an aggregate amount not less than the FPS Purchase
Price, available to it sufficient funds to satisfy its obligations under this Agreement.


 


(p) Affiliation of
Certain FINRA Members. The Purchaser is neither a person associated nor affiliated with any underwriter of the IPO or, to
its actual knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”) that
is participating in the IPO.


 






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(q) No Other Representations
and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any
certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor
any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be
deemed to make any other express or implied representation or warranty with respect to the Purchaser and the offering, sale and
purchase of the Forward Purchase Securities, and the Purchaser Parties disclaim any such representation or warranty. Except for
the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate
or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations
or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates
(collectively, the “Company Parties”).


 


3. Representations
and Warranties of the Company. The Company represents and warrants to the Purchaser as follows:


 


(a) Incorporation
and Corporate Power. The Company is an exempted company duly incorporated and validly existing and in good standing under
the laws of the Cayman Islands and has all requisite corporate power and authority to carry on its business as presently conducted
and as proposed to be conducted. The Company has no subsidiaries.


 


(b) Capitalization.
The authorized share capital of the Company consists, as of the date hereof, of:


 


(i) 500,000,000
Ordinary Shares, none of which are issued and outstanding;


 


(ii) 50,000,000
Class B ordinary shares of the Company, par value $0.0001 per share (“Class B Shares”), 14,375,000
of which are issued and outstanding; and all of the issued and outstanding Class B ordinary shares of the Company have been duly
authorized, are fully paid and nonassessable and were issued in compliance with all applicable laws and the Charter; and


 


(iii) 5,000,000
preference shares, none of which are issued and outstanding.


 


(c) Authorization.
All corporate action required to be taken by the Company’s Board of Directors and shareholders in order to authorize the
Company to enter into this Agreement, and to issue the Forward Purchase Securities at the FPS Closing, and the securities issuable
upon conversion or exercise of the Forward Purchase Securities, has been taken or will be taken prior to the FPS Closing, as applicable.
All action on the part of the shareholders, directors and officers of the Company necessary for the execution and delivery of
this Agreement, the performance of all obligations of the Company under this Agreement to be performed as of the FPS Closing,
and the issuance and delivery of the Forward Purchase Securities and the securities issuable upon conversion or exercise of the
Forward Purchase Securities has been taken or will be taken prior to the FPS Closing, as applicable. This Agreement, when executed
and delivered by the Company, shall constitute the valid and legally binding obligation of the Company, enforceable against the
Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights
generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable
remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights may be limited by applicable
federal or state securities laws.


 


(d) Valid Issuance
of Forward Purchase Securities.


 


(i) The
Forward Purchase Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in
this Agreement and the Charter and registered in the register of members of the Company, and the securities issuable upon conversion
or exercise of the Forward Purchase Securities, when issued in accordance with the terms of the Forward Purchase Securities and
this Agreement and the Charter (in respect of the Forward Purchase Shares), and registered in the register of members of the Company,
will be validly issued, fully paid and nonassessable and free of all preemptive or similar rights, liens, encumbrances and charges
with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement,
applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy
of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward
Purchase Securities will be issued in compliance with all applicable federal and state securities laws.


 






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(ii) No
“bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification
Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined
below), except for a Disqualification Event as to which Rule 506(d)(2)(ii)—(iv) or (d)(3), is applicable. “Company
Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated
under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).


 


(e) Governmental
Consents and Filings. Assuming the accuracy of the representations and warranties made by the Purchaser in this Agreement,
no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any
federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the
transactions contemplated by this Agreement, except for any filings pursuant to Regulation D of the Securities Act, applicable
state securities laws, and pursuant to the Registration Rights.


 


(f) Compliance with
Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated
by this Agreement by the Company will not result in any violation or default (i) of any provisions of the Company’s amended
and restated memorandum and articles of association, as they may be amended and/or restated from time to time (the “Articles”),
(ii) of any instrument, judgment, order, writ or decree to which the Company is a party or by which the Company is bound, (iii)
under any note, indenture or mortgage to which the Company is a party or by which the Company is bound, (iv) under any lease,
agreement, contract or purchase order to which the Company is a party or by which the Company is bound or (v) of any provision
of federal or state statute, rule or regulation applicable to the Company, in each case (other than clause (i)) which would have
a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement.


 


(g) Operations.
As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company will not conduct, any operations
other than organizational activities and activities in connection with the IPO and offering of the Forward Purchase Securities.


 


(h) Foreign Corrupt
Practices. Neither the Company, nor, to the knowledge of the Company, any director, officer, agent, employee or other Person
acting on behalf of the Company has, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds
for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct
or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or
is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe,
rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.


 


(i) Compliance with
Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with applicable
financial recordkeeping and reporting requirements and all applicable U.S. and non-U.S. anti-money laundering laws, rules and
regulations, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the USA Patriot Act of
2001 and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any
related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively,
the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or
governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws
is pending or, to the knowledge of the Company, threatened.


 


(j) Absence of Litigation.
There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory
organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s
officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.


 


(k) No General Solicitation.
Neither the Company, nor any of its officers, directors, employees, agents or shareholders has either directly or indirectly,
including through a broker or finder, (i) engaged in any general solicitation, or (ii) published any advertisement in connection
with the offer and sale of the Forward Purchase Securities.


 






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(l) No Other Representations
and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any
certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any
other express or implied representation or warranty with respect to the Company, the offering, sale and purchase of the Forward
Purchase Securities, the IPO or a potential Business Combination, and the Company Parties disclaim any such representation or
warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement
and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying
upon any other representations or warranties that may have been made by any of the Purchaser Parties.


 


4. Additional Agreements,
Acknowledgements and Waivers of the Purchaser.


 


(a) Trust Account.


 


(i) The
Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account”)
for the benefit of its public shareholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that
it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the
Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may
have in respect of any Ordinary Shares issued in the IPO (the “Public Shares”) held by it.


 


(ii)
The Purchaser hereby agrees that it shall have no right of set-off or any right,
title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account,
and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future,
except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In
the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall not pursue such Claim
against the Trust Account or against the property or any monies in the Trust Account, except for redemption and liquidation
rights, if any, the Purchaser may have in respect of any Public Shares held by it.


 


(b) No Short Sales.
The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding with
it, will engage in any Short Sales with respect to securities of the Company prior to the Business Combination Closing. For purposes
of this Section 4(b), “Short Sales” shall include, without limitation, all “short sales”
as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business
as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including
on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.


 


(c) Allocation Notice.
The Purchaser shall deliver the Allocation Notice to the Company immediately upon the allocation to this Agreement of capital
which has been committed to the Purchaser (in accordance with all binding obligations of the Purchaser), which in no event shall
be later than five (5) Business Days prior to such time as any definitive agreement with respect to a Business Combination is
executed by the Company.


 


5.
Additional Agreements of the Company.


 


(a) No Material Non-Public
Information. The Company agrees that no information provided to the Purchaser in connection with this Agreement will, upon
the IPO Closing, constitute material non-public information of the Company.


 


(b) Nasdaq Listing.
The Company will use commercially reasonable efforts to effect and maintain the listing of the Ordinary Shares on The Nasdaq Capital
Market (or another national securities exchange).


 






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(c) No Amendments
to the Articles. The amended and restated memorandum and articles of association of the Company will be in substantially the
form attached to the Registration Statement and will not be amended in any material respect prior to the IPO Closing without the
Purchaser’s prior written consent.


 


6. FPS
Closing Conditions.


 


(a) The
obligation of the Purchaser to purchase the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject
to the fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by
applicable laws, may be waived by the Purchaser:


 


(i) The Business Combination shall be consummated substantially concurrently with, and
immediately following, the purchase of the Forward Purchase Securities;


 


(ii)
The Company shall have delivered to such Purchaser a certificate evidencing the
Company’s good standing as a Cayman Islands exempted company, as of a date within ten (10) Business Days of the Closing
Date;


 


(iii)
The representations and warranties of the Company set forth in Section 3 of
this Agreement shall have been true and correct as of the date hereof and shall be true and correct as of the FPS Closing, as
applicable, with the same effect as though such representations and warranties had been made on and as of such date (other
than any such representation or warranty that is made by its terms as of a specified date, which shall be true and correct as
of such specified date), except where the failure to be so true and correct would not have a material adverse effect on the
Company or its ability to consummate the transactions contemplated by this Agreement;


 


(iv)
The Company shall have performed, satisfied and complied in all material respects
with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the
Company at or prior to the FPS Closing; and


 


(v)
No order, writ, judgment, injunction, decree, determination, or award shall have
been entered or threatened by or with any governmental, regulatory, or administrative authority or any court, tribunal, or
judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect or threatened, preventing the
purchase by the Purchaser of the Forward Purchase Securities.


 


(b) The
obligation of the Company to sell the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject to the
fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by applicable
laws, may be waived by the Company:


 


(i) The
Business Combination shall be consummated substantially concurrently with, and immediately following, the purchase of the Forward
Purchase Securities;


 


(ii) The
representations and warranties of the Purchaser set forth in Section 2 of this Agreement shall have been true and correct
as of the date hereof and shall be true and correct as of the FPS Closing, as applicable, with the same effect as though such representations
and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as
of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct
would not have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement;


 


(iii) The
Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the FPS Closing; and


 


(iv) No
order, writ, judgment, injunction, decree, determination, or award shall have been entered or threatened by or with any governmental,
regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or
prohibition shall be in effect or threatened, preventing the purchase by the Purchaser of the Forward Purchase Securities.


 






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7. Termination.
This Agreement may be terminated at any time prior to the FPS Closing:


 


(a)
by mutual written consent of the Company and the Purchaser; or


 


(b)
automatically:


 


(i)
if the IPO is not consummated on or prior to twelve months from the date of this
Agreement; or


 


(ii)
if the Business Combination is not consummated within twenty-four (24) months from
the IPO Closing, or such later date as may be approved by the Company’s shareholders in accordance with the
Articles.


 


In the event of any
termination of this Agreement pursuant to this Section 7, the FPS Purchase Price (and interest thereon, if any), if previously
paid, and all Purchaser’s funds paid in connection herewith shall be promptly returned to the Purchaser in accordance with
written instructions provided by the Purchaser to the Company, and thereafter this Agreement shall forthwith become null and void
and have no effect, without any liability on the part of the Purchaser or the Company and their respective directors, officers,
employees, partners, managers, members, or shareholders and all rights and obligations of each party shall cease; provided,
however, that nothing contained in this Section 7 shall relieve either party from liabilities or damages arising
out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in
this Agreement. Section 4(a) shall survive termination of this Agreement.


 


8. General
Provisions.


 


(a) Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given upon the earlier of actual receipt, or (i) hand delivery to the party to be notified, (ii) when sent, if sent by electronic
mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s
next Business Day or (iii) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid,
specifying next Business Day delivery, with written verification of receipt. All communications sent to the Company shall be sent
to: MSD Acquisition Corp., 645 Fifth Avenue, 21st Floor, New York, New York 10022, Attn: Marcello Liguori with a copies to the
Company’s counsel at: Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attn: Christian O. Nagler
and Kirkland & Ellis LLP, 609 Main Street, Houston, TX 77002, Attn: Debbie P. Yee, P.C., email: debbie.yee@kirkland.com, fax:
(713) 836-3601.


 


All communications
to the Purchaser shall be sent to the Purchaser’s address as set forth on the signature page hereof, or to such e-mail address,
facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section 8(a).


 


(b) No Finder’s
Fees. Other than fees payable to the underwriters of the IPO or any other investment bank or financial advisor who assists
the Company in sourcing targets for a Business Combination, which fees shall be the responsibility of the Company, each party
represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction.
The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the
nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against
such liability or asserted liability) for which the Purchaser or any of its officers, employees or representatives is responsible.
The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature
of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such
liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.


 


(c) Survival of Representations
and Warranties. All of the representations and warranties contained herein shall survive the FPS Closing.


 






    9


     


    

 


(d) Entire Agreement.
This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto or referenced herein,
constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes
all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate
in any way to the subject matter hereof or the transactions contemplated hereby.


 


(e) Successors.
All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure
to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express
or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any
rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f) Assignments.
Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests,
or obligations hereunder without the prior written consent of the other party. Notwithstanding the foregoing, the Purchaser may
assign and delegate all or a portion of its rights and obligations to purchase the Forward Purchase Securities to one or more
other persons upon the consent of the Company (which consent shall not be unreasonably conditioned, withheld or delayed); provided,
however, that no consent of the Company shall be required if such assignment or delegation is to an affiliate of the Purchaser;
provided, further, that no such assignment or delegation shall relieve the Purchaser of its obligations hereunder
(including its obligation to purchase the Number of Forward Purchase Shares and the Number of Forward Purchase Warrants hereunder)
and the Company shall be entitled to pursue all rights and remedies against the Purchaser subject to the terms and conditions
hereof.


 


(g) Counterparts.
This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together
will constitute one and the same instrument.


 


(h) Headings.
The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning
or interpretation of this Agreement.


 


(i) Governing Law.
This Agreement, the entire relationship of the parties hereto, and any dispute between the parties (whether grounded in contract,
tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the
State of New York, without giving effect to its choice of laws principles.


 


(j) Jurisdiction.
The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction
of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding
arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or
based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of
New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action
or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is
exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the
venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in
or by such court.


 


(k) WAIVER OF JURY
TRIAL. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED HEREBY.


 


(l) Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except with the prior written consent of
the Company and the Purchaser.


 






    10


     


    

 


(m) Severability.
The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect
the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to
any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable
in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination
will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to
delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.


 


(n) Expenses.
Each of the Company and the Purchaser will be responsible for payment of its own costs and expenses incurred in connection with
the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including
all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants. The Company shall be responsible
for the fees of its transfer agent; stamp taxes and all of The Depository Trust Company’s fees associated with the issuance
and resale of the Forward Purchase Securities and the securities issuable upon conversion or exercise of the Forward Purchase
Securities.


 


(o) Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of
intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption
or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement.
Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations
promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,”
and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine,
feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to
include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,”
“hereof,” “hereby,” “hereunder,” and words of similar import refer to
this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each
representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any
representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty
or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has
not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty,
or covenant.


 


(p) Waiver. No
waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional
or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder
or affect in any way any rights arising because of any prior or subsequent occurrence.


 


(q) Specific Performance.
The Purchaser agrees that irreparable damage may occur in the event any provision of this Agreement was not performed by the Purchaser
in accordance with the terms hereof and that the Company shall be entitled to specific performance of the terms hereof, in addition
to any other remedy at law or equity.


 


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF,
the undersigned have executed this Agreement to be effective as of the date first set forth above.


 





	PURCHASER:
	 	 	 
	MSD Sponsor Holdings, LLC
	 	 	 
	By:	 	 
	Name:		 
	Title:		 
	 	 	 
	Address for Notices:
	 	 	 
	645 Fifth Avenue, 21st Floor
	New York, New York 10022
	Attention:
	Email:
	 	 	 
	COMPANY:
	 	 	 
	MSD Acquisition Corp.
	 	 	 
	By:	 	 
	Name:		 
	Title:		 



 








with copies (which shall not constitute notice)
to:


 


	Kirkland & Ellis LLP
	601 Lexington Avenue
	New York, New York 10022
	Attention:	 Christian O. Nagler
	 
	and
	 
	Kirkland & Ellis LLP
	609 Main Street Houston, Texas 77002
	Attn:	 Debbie P. Yee, P.C.
	Email:	 debbie.yee@kirkland.com






 


[Signature Page to Forward Purchase Agreement]


 






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[Exhibit A]


 


Registration Rights


 


1.
Within thirty (30) days after the Business Combination Closing, the Company shall
use reasonable best efforts (i) to file a registration statement on Form S-3 for a secondary offering (including any
successor registration statement covering the resale of the Registrable Securities, a “Resale
Shelf”) of (x) the Ordinary Shares and Forward Purchase Warrants (and underlying Ordinary Shares)
comprising the Forward Purchase Securities and (y) any other equity security of the Company issued or issuable with respect
to the securities referred to in clause (x) by way of a share capitalization or share split or in connection with a
combination of shares, recapitalization, merger, consolidation or reorganization (collectively, for so long as such
securities are held by the Purchaser or its assignees under the Agreement (each, a
“Holder”), the “Registrable Securities”) pursuant to Rule
415 under the Securities Act; provided that if Form S-3 is unavailable for such a registration, the Company shall
register the resale of the Registrable Securities on another appropriate form and undertake to register the Registrable
Securities on Form S-3 as soon as such form is available, (ii) to cause the Resale Shelf to be declared effective under the
Securities Act promptly thereafter, but in no event later than sixty (60) days after the initial filing of the Resale Shelf,
and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Registrable Securities until the earliest of
(A) the date on which such securities are no longer Registrable Securities and (B) the date all of the Registrable Securities
covered by the Resale Shelf can be sold publicly without restriction or limitation under Rule 144 under the Securities Act
and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act.


 


2. The
Holders may, after the Resale Shelf becomes effective, deliver a written notice to the Company (the “Underwritten
Offering Notice”) specifying that the sale of some or all of the Registrable Securities subject to the Resale
Shelf is intended to be conducted through a firm commitment underwritten offering (an “Underwritten Offering”);
provided, however, that the Holders of Registrable Securities may not, without the Company’s prior written
consent, (i) launch an Underwritten Offering the anticipated gross proceeds of which shall be less than $10,000,000 (unless the
Holders are proposing to sell all of their remaining Registrable Securities), (ii) launch more than three Underwritten Offerings
at the request of the Holders within any three-hundred sixty-five (365) day-period or (iii) launch an Underwritten Offering within
the period commencing fourteen (14) days prior to and ending two (2) days following the Company’s scheduled earnings release
date for any fiscal quarter or year. In the event of an Underwritten Offering, the Holders representing a majority-in-interest
of the Registrable Securities to be included in such Underwritten Offering shall select the managing underwriter(s) for the Underwritten
Offering; provided that the choice of such managing underwriter(s) shall be subject to the consent of the Company, which
is not to be unreasonably withheld, conditioned or delayed. If the underwriter(s) for any Underwritten Offering pursuant to this
paragraph 2 of this Exhibit A (each, a “Secondary Offering”) advise the Company and the Holders
that, in their good faith opinion, marketing factors require a limitation on the number of securities that may be included in such
Secondary Offering, the number of securities to be so included shall be allocated as follows: (i) first, to the Holders that have
requested to participate in such Secondary Offering, allocated pro rata among such Holders on the basis of the percentage of the
Registrable Securities requested to be included in such Secondary Offering by such Holders, and (ii) second, to the holders of
any other securities of the Company that have been requested to be so included.


 


3. Upon
receipt of prior written notice by any Holder that they intend to effect a sale of Registrable Securities held by them as are then
registered pursuant to the Resale Shelf, the Company shall use its reasonable best efforts to cooperate in such sale (whether or
not such sale constitutes an Underwritten Offering), including by amending or supplementing the prospectus related to such Resale
Shelf as may be reasonably requested by such Holder for so long as such Holder holds Registrable Securities.


 


4. In
the event the Company is prohibited by applicable rule, regulation or interpretation by the staff (the “Staff”)
of the SEC from registering all of the Registrable Securities on the Resale Shelf or the Staff requires that any Holder be specifically
identified as an “underwriter” in order to permit such registration statement to become effective, and such Holder
does not consent in writing to being so named as an underwriter in such registration statement, the number of Registrable Securities
to be registered on the Resale Shelf will be reduced on a pro rata basis among all Holders to be so included, unless otherwise
required by the Staff, so that the number of Registrable Securities to be registered is permitted by the Staff and such Holder
is not required to be named as an “underwriter”; provided, that any Registrable Securities not registered due
to this paragraph 4 shall thereafter as soon as allowed by the SEC guidance be registered to the extent the prohibition no longer
is applicable.


 






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5.
If at any time the Company proposes to file a registration statement (a
“Registration Statement”) on its own behalf, or on behalf of any other Persons who have
registration rights (“Other Holders”), relating to an Underwritten Offering of ordinary
shares (a “Company Offering”), then the Company will provide the Holders with notice in
writing (an “Offer Notice”) at least three (3) Business Days prior to such filing, which
Offer Notice will offer to include in the Registration Statement the Registrable Securities held by each Holder (the
“Piggyback Securities”). Within three (3) Business Days after receiving the Offer Notice,
each Holder may make a written request (a “Piggyback Request”) to the Company to include
some or all of such Holder’s Registrable Securities in the Registration Statement. If the underwriter(s) for any
Company Offering advise the Company that, in their good faith opinion, marketing factors require a limitation on the number
of securities that may be included in the Company Offering, the number of securities to be so included shall be allocated as
follows: (i) first, to the Company and the Other Holders, if any; and (ii) second, to the Holders and any other holders of
similar piggyback rights, based pro rata on the value of the securities requested to be sold in such Company Offering by each
requesting holder. By written notice delivered to the Company, any Holder (an “Opting-Out Holder”)
may elect to waive its right to participate in Company Offerings (“Registration Opt-Out”) until
such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the
Opting-Out Holder shall not receive notices of any proposed Company Offering and (y) shall not be entitled to participate in
any such Company Offering.


 


6.
In connection with any Underwritten Offering, the Company shall enter into such
customary agreements and take all such other actions in connection therewith (including those requested by Holders
representing a majority-in-interest of the Registrable Securities to be included in such Underwritten Offering) in order to
facilitate the disposition of such Registrable Securities as are reasonably necessary or required, and in such connection
enter into a customary underwriting agreement that provides for customary opinions, comfort letters and officer’s
certificates and other customary deliverables.


 


7.
The Company shall pay all fees and expenses incident to the performance of or
compliance with its obligation to prepare, file and maintain the Resale Shelf (including the fees of its counsel and
accountants). The Company shall also pay all Registration Expenses. For purposes of this paragraph 7,
“Registration Expenses” shall mean the out-of-pocket expenses of any Secondary Offering and
any Company Offering, including, without limitation, the following: (i) all registration and filing fees (including fees with
respect to filings required to be made with FINRA and any securities exchange on which the Registrable Securities are then
listed); (ii) 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 the Registrable Securities); (iii) printing,
messenger, telephone and delivery expenses; (iv) reasonable fees and disbursements of counsel for the Company; (v) reasonable
fees and disbursements of all independent registered public accountants of the Company; and (vi) reasonable fees and expenses
of one (1) legal counsel selected by Holders representing a majority-in-interest of the Registrable Securities participating
in any such Secondary Offering, but shall not include any incremental selling expenses relating to the sale of Registrable
Securities, such as underwriters’ commissions and discounts, brokerage fees and underwriter marketing costs; and
provided that the Company shall only be responsible for expenses under clause (vi) with respect to two Secondary Offerings in
any consecutive three-hundred sixty-five (365) day-period.


 


8.
The Company may suspend the use of a prospectus included in the Resale Shelf by
furnishing to the Holders a written notice (“Suspension Notice”) stating that in the good
faith judgment of the Company, it would be either (i) prohibited by the Company’s insider trading policy (as if the
Holders were covered by such policy) or (ii) materially detrimental to the Company and its shareholders for such prospectus
to be used at such time. The Company’s right to suspend the use of such prospectus under clause (ii) of the preceding
sentence may be exercised for a period of not more than ninety (90) days after the date of such notice to the Holders; provided
that such period may be extended for an additional thirty (30) days with the consent of Holders representing a
majority-in-interest of the Registrable Securities, which consent shall not be unreasonably withheld; provided
further, that such right to suspend the use of a prospectus shall be exercised by the Company not more than once in any
twelve (12) month period. The Holders shall not effect any sales of Registrable Securities pursuant to the Resale Shelf at
any time after they have received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice
(as defined below). The Holders may recommence effecting sales of the Registrable Securities pursuant to the Resale Shelf
following further written notice to such effect (an “End of Suspension Notice”) from the
Company to the Holders. The Company shall act in good faith to permit any suspension period contemplated by this paragraph 8
to be concluded as promptly as reasonably practicable.


 






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9.
The Holders agree that, except as required by applicable law, the Holders shall
treat as confidential the receipt of any Suspension Notice (provided that in no event shall such notice contain any material
non-public information of the Company) hereunder and shall not disclose or use the information contained in such Suspension
Notice without the prior written consent of the Company until such time as the information contained therein is or becomes
public, other than as a result of disclosure by a Holder of Registrable Securities in breach of the terms of this
Agreement.


 


10.
The Company agrees to indemnify, to the extent permitted by law, each Holder of
Registrable Securities, its officers and directors and each person who controls such Holder (within the meaning of the
Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any
untrue or alleged untrue statement of material fact contained in the Resale Shelf (or any amendment or supplement thereto),
the related 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.


 


11.
The Company’s obligation under paragraph 1 of this Exhibit A is subject to
each Holder furnishing to the Company in writing such information as the Company reasonably requests for use in connection
with the Resale Shelf, the related prospectus, or any amendment or supplement thereto. Each Holder shall indemnify the
Company, its officers, directors, managers, employees, agents and representatives, and each person who controls the Company
(within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any
untrue statement or alleged untrue statement of material fact contained in the Resale Shelf, the related prospectus, or any
amendment 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 so furnished in writing by such Holder expressly for inclusion in such Resale Shelf, related
prospectus or amendment or supplement thereto, as applicable; provided that the obligation to indemnify shall be individual,
not joint and several, and shall be limited to the net amount of proceeds received by the applicable Holder from the sale of
Registrable Securities pursuant to the Resale Shelf.


 


12.
The Company shall cooperate with the Holders, to the extent the Registrable
Securities become freely tradable, to facilitate the timely preparation and delivery of certificates (not bearing any
restrictive legend) representing the Registrable Securities to be offered pursuant to a Resale Shelf and enable such
certificates to be in such denominations or amounts, as the case may be, as the Holders may reasonably request and registered
in such names as each Holder may request.


 


13.
If requested by Holders representing a majority-in-interest of the Registrable
Securities, the Company shall as soon as practicable, subject to any Suspension Notice, (i) incorporate in a prospectus
supplement or post-effective amendment such information as each Holder reasonably requests to be included therein relating to
the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of
Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of
the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or
post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or
post-effective amendment; and (iii) supplement or make amendments to any Registration Statement if reasonably requested by
Holders representing a majority-in-interest of the Registrable Securities.


 


14. As long as
Registrable Securities are outstanding, the Company, at all times while it shall be reporting 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, unless filed through the SEC’s EDGAR
system. The Company further covenants that it shall take such further action as the Holders may reasonably request, all to
the extent required from time to time, to enable the Holders to sell the Ordinary Shares and Forward Purchase Warrants held
by the Holders without registration under the Securities Act within the limitation of the exemptions provided by Rule 144
promulgated under the Securities Act, including providing any legal opinions, to the extent such exemption is available to
the Purchaser 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.


 



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