Exhibit 4.15



Execution Version



REGISTRATION RIGHTS AGREEMENT



THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of June 15, 2023, is made and entered into by and among Metals Acquisition
Limited, a public company with limited liability incorporated under the laws of Jersey, Channel Islands (the “Company”),
Green Mountain Metals LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of the undersigned
parties listed on the signature pages hereto under “Holders” (each such party, together with the Sponsor and any person
or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder”
and collectively the “Holders”). Capitalized terms used but not otherwise defined in this Agreement shall have
the meaning ascribed to such terms in the Purchase Agreement (as defined below).



RECITALS



WHEREAS, Metals Acquisition
Corp, a Cayman Islands exempted company (“MAC”) has entered into the certain Share Sale Agreement, dated as
of March 17, 2022, as amended by the Deed of Consent and Covenant, dated as of November 22, 2022, as further amended by the
CMPL Share Sale Agreement Side Letter, dated as of April 21, 2023, and as further amended by the CMPL Share Sale Agreement Side Letter,
dated as of June 2, 2023 (as may be further amended from time to time, the “Purchase Agreement”), with
the Company, Glencore Operations Australia Pty Limited, an Australian private company (“Glencore”), and Metals
Acquisition Corp. (Australia) Pty Ltd, an Australian private company (“MAC-Sub”), pursuant to which MAC-Sub
will acquire the CSA Copper Mine in New South Wales, Australia for consideration that includes the issuance of 10,000,000 ordinary shares,
par value $0.0001 per share, of the Company (the “Ordinary Shares”) to Glencore;



WHEREAS, MAC is party
to that certain Registration Rights Agreement, dated as of July 28, 2021 (the “Prior Registration Rights Agreement”),
by and among MAC, the Sponsor and each of the other holders party thereto; and



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



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



ARTICLE IDEFINITIONS



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



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













Execution Version



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



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



“Commission”
shall mean the United States Securities and Exchange Commission.



“Commission Guidance”
means (a) any publicly-available written guidance of the Commission staff, or any comments, requirements or requests of the Commission
staff and (b) the Securities Act.



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



“Company Shelf
Takedown Notice” shall have the meaning given in subsection 2.1.3.



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



“Demanding Holder”
shall mean, as applicable, (a) the applicable Holders making a written demand for the Registration of Registrable Securities pursuant
to subsection 2.2.1 or (b) the applicable Holders making a written demand for a Shelf Underwritten Offering of Registrable
Securities pursuant to subsection 2.1.3.



“Effectiveness
Deadline” shall have the meaning given in in subsection 2.1.1.



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



“Founder Shares”
shall mean the Class A ordinary shares, par value $0.0001 per share, of New MAC issued upon automatic conversion of the Class B
ordinary shares, par value $0.0001 per share of MAC in connection with the transactions contemplated by the Purchase Agreement.



“Founder Shares
Lock-up Period” shall mean, with respect to the Founder Shares held by certain of the Holders or their respective Permitted
Transferees and any Ordinary Shares issued upon conversion thereof, the period ending on the earliest of (A) one year after the date
hereof, (B) the first date on which the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for
share splits, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty
(30) trading day period commencing at least one hundred and fifty (150) days after the date hereof or (C) the date on which the Company
completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s
shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.













Execution Version



“Glencore”
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 July 28, 2021, by and among MAC, the Sponsor and each of MAC’s officers
and directors.



“Long-Form Shelf”
shall have the meaning given in subsection 2.1.1.



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



“MAC-Sub”
shall have the meaning given in the Recitals hereto.



“Maximum Number
of Securities” shall have the meaning given in subsection 2.2.4.



“Minimum Amount”
shall have the meaning given in subsection 2.1.3.



“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.



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



“Permitted Transferees”
shall mean, with respect to any Holder other than Glencore, any person or entity to whom a Holder of Registrable Securities is permitted
to transfer such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period
or any other lock-up period, as the case may be, under the Insider Letter, the Private Placement Warrant Agreement, this Agreement and
any other applicable agreement between such Holder and the Company, and to any transferee thereafter. With respect to Glencore, “Permitted
Transferees” shall mean any affiliate, direct or indirect shareholders, parent entities or other holders of equity interests
in Glencore, and to any transferee thereafter.



“Piggyback Registration”
shall have the meaning given in subsection 2.3.1.



“Prior Registration
Rights Agreement” shall have the meaning given in the Recitals hereto.



“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 the Ordinary Shares issuable upon the exercise of the Private Placement
Warrants, that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, the period ending
thirty (30) days after the date hereof.



“Private Placement
Warrant Agreement” shall mean that certain private placement warrant agreement, dated July 28, 2021, between MAC and
affiliates of the Sponsor, pursuant to which the affiliates of the Sponsor agreed to purchase Private Placement Warrants (as defined below)
in a private placement transaction occurring simultaneously with the closing of the MAC’s initial public offering and assumed by
New MAC in connection with the transactions contemplated by the Purchase Agreement.













Execution Version



“Private Placement
Warrants” shall mean the private placement warrants issued pursuant to the Private Placement Warrant Agreement (including,
for the avoidance of doubt, Working Capital Warrants). Each Private Placement Warrant entitles the holder to purchase one Ordinary Share
at an exercise price of $11.50 per Ordinary Share.



“Pro Rata”
shall have the meaning given in subsection 2.2.4.



“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.



“Purchase Agreement”
shall have the meaning given in the Recitals hereto.



“Registrable Security”
shall mean (a) the Founder Shares, (b) the Private Placement Warrants (including any Ordinary Shares issued or issuable upon
the exercise of the Private Placement Warrants), (c) any Ordinary Shares or any other equity security (including the Ordinary Shares
issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement or
to be issued to a Holder pursuant to the transactions contemplated by the Purchase Agreement and (d) any other equity security of
the Company issued or issuable with respect to any such Ordinary Share by way of a share capitalization or share split or in connection
with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to
any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement
with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold,
transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise
transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company
and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities
shall have ceased to be outstanding; or (D) such securities have been sold to, or through, a broker, dealer or underwriter in a public
distribution or other public securities transaction.



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













Execution Version



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



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



(B) fees and expenses
of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriter 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
or Shelf Underwritten Offering 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.



“Removed Shares”
shall have the meaning given in subsection 2.5.



“Requesting Holder”
shall have the meaning given in subsection 2.2.1.



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



“Shelf Takedown
Notice” shall have the meaning given in subsection 2.1.3.



“Shelf Underwritten
Offering” shall have the meaning given in subsection 2.1.3.



“Short-Form Shelf”
shall have the meaning given in subsection 2.1.2.



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



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



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



“Working Capital
Warrants” shall mean the 1,000,000 Private Placement Warrants issued to the Sponsor pursuant to the Private Placement Warrant
Agreement on conversion of $1,500,000 of working capital loans at a price of $1.50 per Private Placement Warrant.













Execution Version



ARTICLE IIREGISTRATIONS



2.1 Shelf Registration.



2.1.1 The Company shall, as
soon as practicable, but in any event no later than the date that is thirty (30) calendar days after the date hereof, file a Registration
Statement under the Securities Act to permit the public resale by the Holders of all the Registrable Securities held by the Holders from
time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then
in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such
Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60)
calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness
Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives
comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be
on a shelf registration statement on Form S-1 or Form F-1 (a “Long-Form Shelf”) or such other
form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such
Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant
to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time
beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1
shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The
Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain
effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not
available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until
all such Registrable Securities have ceased to be Registrable Securities. When effective, a Registration Statement filed pursuant to this
subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with
all applicable requirements of the Securities Act and the Exchange Act and will not contain a Misstatement.



2.1.2 The Company shall use
its reasonable best efforts to convert the Long-Form Shelf filed pursuant to subsection 2.1.1 to a shelf registration statement
on Form S-3 or Form F-3 (a “Short-Form Shelf”) as promptly as practicable after the Company is
eligible to use a Short-Form Shelf and have the Short-Form Shelf declared effective as promptly as practicable and to cause
such Short-Form Shelf to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration
Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities
held by the Holders until all such Registrable Securities have ceased to be Registrable Securities.



2.1.3 At any time and from time
to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or subsection 2.1.2,
any Holder may request to sell all or a portion of their Registrable Securities in an underwritten offering that is registered pursuant
to such shelf registration statement (a “Shelf Underwritten Offering”), provided that such Holder(s) reasonably
expects to sell Registrable Securities yielding aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering
(the “Minimum Amount”). All requests for a Shelf Underwritten Offering shall be made by giving written notice
to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number
of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts
and commissions) of such Shelf Underwritten Offering. The Company shall give written notice of such requested Shelf Underwritten Offering
to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to the provisions
of subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company
has received written requests for inclusion therein, within five (5) business days after sending the Company Shelf Takedown Notice.
The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company
with the managing Underwriter or Underwriters selected by the Holders requesting such Shelf Underwritten Offering (which managing Underwriter
or Underwriters shall be subject to approval of the Company) and shall take all such other reasonable actions as are requested by the
managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities in accordance with
the terms of this Agreement. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject
to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall
enter shall contain such representations, covenants, indemnities and other rights and obligations as are customary in underwritten offerings
of securities by the Company. Any Shelf Underwritten Offering effected pursuant to this subsection 2.1.3 shall be counted as a
Registration for purposes of the limit on the number of Registrations that can be effected under Section 2.2.













Execution Version



2.2 Demand Registration.



2.2.1 Request for Registration.
Subject to the provisions of subsection 2.2.4, Section 2.5 and 3.4 hereof, at any time and from time to time,
the Holders of at least fifteen percent (15%) of the then-outstanding number of Registrable Securities (the “Demanding Holders”)
may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount
and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand
a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the
Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities
who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand
Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting
Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice
from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting
Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and
the Company shall 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 Registration Statement 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 Statement have been sold, in accordance with Section 3.1 of this Agreement.













Execution Version



2.2.2 Effective Registration.
Notwithstanding the provisions of subsection 2.2.1 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 after the removal, rescission or other termination of such stop order or injunction, of
such election; and provided, further, that the Company shall not be obligated or required to file another Registration Statement
until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes
effective or is subsequently terminated.



2.2.3 Underwritten Offering.
Subject to the provisions of subsection 2.2.4 and Sections 2.5 and 3.4 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 2.2.3,
subject to Section 3.3 and Article IV shall enter into an underwriting agreement in customary form with
the Underwriter selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.



2.2.4 Reduction of Underwritten
Offering. If the managing Underwriter in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the
Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities
that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other
equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant
to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the maximum
dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed
offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum
number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include
in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders
(if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any)
has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders
and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro
Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders (Pro Rata, based on the
respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities
pursuant to subsection 2.3.1 hereof, without exceeding the Maximum Number of Securities; and (iii) third, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity
securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary
Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to
separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.













Execution Version



2.3 Withdrawal of Securities.
A Demanding Holder or a Requesting Holder shall have the right to withdraw all or a portion of its Registrable Securities included in
a Demand Registration pursuant to subsection 2.2.1 or a Shelf Underwritten Offering pursuant to subsection 2.1.3 for any
or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention to so withdraw
at any time prior to (i) in the case of a Demand Registration not involving an Underwritten Offering, the effectiveness of the applicable
Registration Statement or (ii) in the case of any Demand Registration involving an Underwritten Offering or any Shelf Underwritten
Offering, prior to the pricing of such Underwritten Offering or Shelf Underwritten Offering; provided, however, that upon
withdrawal by a majority-in-interest of the Demanding Holders initiating a Demand Registration (or in the case of a Shelf Underwritten
Offering, withdrawal of an amount of Registrable Securities included by the Holders in such Shelf Underwritten Offering, in their capacity
as Demanding Holders, being less than the Minimum Amount), the Company shall cease all efforts to secure effectiveness of the applicable
Registration Statement or complete the Underwritten Offering, as applicable. Notwithstanding anything to the contrary in this Agreement,
the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration
or a Shelf Underwritten Offering prior to and including its withdrawal under this Section 2.3.



2.4 Piggyback Registration.



2.4.1 Piggyback Rights.
If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or
securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the
account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant
to Article II hereof), other than a Registration Statement (i) filed in connection with any employee share option
or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders,
(iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment
plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable
but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe
the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed
managing Underwriter 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
of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.4.1
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 2.4.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten
Offering by the Company.













Execution Version



2.4.2 Reduction of Piggyback
Registration. If the managing Underwriter in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises
the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or
number of the Ordinary Shares that the Company desires to sell, taken together with (i) the Ordinary Shares, if any, as to which
Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of
Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.4
hereof, and (iii) the Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual
piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:



(a) If the Registration
is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Ordinary Shares
or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (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 2.4.1 hereof (pro rata based on
the respective number of Registrable Securities that such Holder has requested be included in such Registration), which can be sold without
exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clauses (A) and (B), the Ordinary Shares, if any, as to which Registration has been requested pursuant to written
contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number
of Securities;













Execution Version



(b) If the Registration
is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any
such Registration (A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other
than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to
the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders
exercising their rights to register their Registrable Securities pursuant to subsection 2.4.1, pro rata based on the number of
Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities
that the Holders have requested to be included in such Registration, which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B),
the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number
of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(A), (B) and (C), the Ordinary Shares or other equity securities for the account of other persons or entities that the Company is
obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding
the Maximum Number of Securities.



2.4.3 Piggyback Registration
Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw all or any portion of its Registrable Securities
in 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 such Registrable Securities from such Piggyback Registration prior to (i) in the
case of a Piggyback Registration not involving an Underwritten Offering or Shelf Underwritten Offering, the effectiveness of the applicable
Registration Statement or (ii), in the case of any Piggyback Registration involving an Underwritten Offering or any Shelf Underwritten
Offering, prior to the pricing of such Underwritten Offering or Shelf Underwritten 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 and including its withdrawal under this subsection 2.4.3.



2.4.4 Unlimited Piggyback
Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.4 hereof shall not be counted
as a Registration pursuant to a Demand Registration effected under Section 2.2 hereof.



2.5 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 the Underwriter to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration
would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration
Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board
stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement
to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the
Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however, that
the Company shall not defer its obligation in this manner more than once in any 12-month period.













Execution Version



2.6 Rule 415; Removal.
If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement
on Form S-3 or Form F-3 filed pursuant to this Article II is not eligible to be made on a delayed or continuous
basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use diligent
efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance,
including without limitation, Compliance and Disclosure Interpretation 612.09) or requires a Holder to be named as an “underwriter,”
the Company shall promptly notify each holder of Registrable Securities thereof (or in the case of the Commission requiring a Holder to
be named as an “underwriter,” the Holders) and (b) use commercially reasonable efforts to persuade the Commission that
the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the
issuer” as defined in Rule 415. In the event that the Commission refuses to alter its position, the Company shall (a) remove
from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (b) agree
to such restrictions and limitations on the registration and resale of the Registrable Securities as the Commission may require to assure
the Company’s compliance with the requirements of Rule 415; provided, however, that the Company shall not agree to name any
Holder as an “underwriter” in such Registration Statement without the prior written consent of such Holder and, if the Commission
requires such Holder to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this
Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Holder in such
Registration Statement. In the event of a share removal pursuant to this Section 2.5, the Company shall give the applicable
Holders at least five (5) days prior written notice along with the calculations as to such Holder’s allotment. Any removal
of shares of the Holders pursuant to this Section 2.5 shall first be applied to Holders on a pro rata basis based on the aggregate
amount of Registrable Securities held by the Holders. In the event of a share removal of the Holders pursuant to this Section 2.5,
the Company shall promptly register the resale of any Removed Shares pursuant to subsection 2.1.2 hereof. In the case of a Long-Form Shelf
filed to register the resale of Removed Shares, upon such date as the Company becomes eligible to register all of the Removed Shares for
resale on a Short-Form Shelf pursuant to the Commission Guidance and, if applicable, without a requirement that any of the Holders
be named as an “underwriter” therein, the Company shall use its reasonable best efforts to file a Short-Form Shelf as
promptly as practicable to replace the applicable Long-Form Shelf and have the Short-Form Shelf declared effective as promptly
as practicable and to cause such Short-Form Shelf to remain effective, and to be supplemented and amended to the extent necessary
to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the
resale of all the Registrable Securities thereunder held by the applicable Holders until all such Registrable Securities have ceased to
be Registrable Securities.













Execution Version



ARTICLE IIICOMPANY PROCEDURES



3.1 General Procedures.
If the Company is required to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such
Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant
thereto the Company shall, as expeditiously as possible:



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



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



3.1.3 prior to filing a Registration
Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriter 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 Underwriter 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;













Execution Version



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



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



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



3.1.8 at least five (5) days
prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement furnish
a copy thereof to each seller of such Registrable Securities and its counsel, including, without limitation, providing copies promptly
upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus;



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



3.1.10 permit a representative
of the Holders (such representative to be selected by a majority of the participating Holders), the Underwriter 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 Underwriter enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release
or disclosure of any such information; and provided further, the Company may not include the name of any Holder or Underwriter
or any information regarding any Holder or Underwriter in any Registration Statement or Prospectus, any amendment or supplement to such
Registration Statement or Prospectus, any document that is to be incorporated by reference into such Registration Statement or Prospectus,
or any response to any comment letter, without the prior written consent of such Holder or Underwriter and providing each such Holder
or Underwriter a reasonable amount of time to review and comment on such applicable document, which comments the Company shall include
unless contrary to applicable law;



3.1.11 obtain a “cold
comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration
which the participating Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold
comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the
participating Holders;













Execution Version



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 Underwriter 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 $25,000,000, use its reasonable efforts to make available
senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by
the Underwriter in any Underwritten Offering;



3.1.16 furnish to each seller
of Registrable Securities covered by such Registration Statement such number of conformed copies of such Registration Statement and of
each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the Prospectus contained in
such Registration Statement (including each preliminary Prospectus and any summary Prospectus) and any other Prospectus filed under Rule 424
under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as such seller may reasonably
request; and



3.1.17 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 Underwriter commissions and discounts, brokerage
fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable
fees and expenses of any legal counsel representing the Holders.



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













Execution Version



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



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



ARTICLE IVINDEMNIFICATION AND CONTRIBUTION



4.1 Indemnification.



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













Execution Version



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



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













Execution Version



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



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



ARTICLE VMISCELLANEOUS



5.1 Notices. Any notice
or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party
to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier
service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile.
Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given,
served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in
the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it
is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the
addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: One Penn Plaza,
36th Floor, New York, NY 10119, and, if to any Holder, at such Holder’s address or contact information as set forth in
the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice
to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided
in this Section 5.1.













Execution Version



5.2 Assignment; No Third
Party Beneficiaries.



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



5.2.2 Each Holder may assign
its rights hereunder to any purchaser or Permitted Transferee of Registrable Securities; provided, that such purchaser or transferee
shall, as a condition to the effectiveness of such assignment, be required to execute a counterpart to this Agreement agreeing to be treated
as a Holder whereupon such purchaser or transferee shall have the benefits of, and shall be subject to the restrictions contained in,
this Agreement as if such purchaser or transferee was originally included in the definition of a Holder herein and had originally been
a party hereto.



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



5.2.4 This Agreement shall not
confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2
hereof.



5.2.5 No assignment by any party
hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the
Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the
written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement
(which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as
provided in this Section 5.2 shall be null and void.



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



5.4 Governing Law; Venue.
NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS
ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION. ANY
LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE INSTITUTED
IN THE FEDERAL COURTS OF THE UNITED STATES OR THE COURTS OF THE STATE OF NEW YORK IN EACH CASE LOCATED IN THE CITY OF NEW YORK, AND EACH
PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.













Execution Version



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



5.6 Other Registration
Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require
the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed
by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents
and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions, including
but not limited to the Prior Registration Rights Agreement, and in the event of a conflict between any such agreement or agreements and
this Agreement, the terms of this Agreement shall prevail.



5.7 Term. This Agreement
shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all
of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred
to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter
by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities without registration
pursuant to Rule 144 (or any similar provision) under the Securities Act with no volume or other restrictions or limitations. The
provisions of Section 3.5 and Article IV shall survive any termination.



[Signature Page Follows]













Execution Version



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



| | COMPANY:                                                                                   
| | -------------------------------------------------------------------------------------------
| |                                                                                            
| | metals acquisition LIMITED, a Jersey, Channel Islands public company with limited liability
| |                                                                                            
| | By:                                                                                        
| |                                                                                            
| |                                                                                            



[Signature Page to Registration
Rights Agreement]













Execution Version



| | HOLDERS:                                                             
| | ---------------------------------------------------------------------
| |                                                                      
| | green mountain metals LLC, a Cayman Islands limited liability company
| |                                                                      
| | By:                                                                  
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| | By:                                                                  
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[Signature Page to Registration
Rights Agreement]













Execution Version



| | glencore Operations Australia pty limited, an Australian private company
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| | By:                                                                     
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| | By:                                                                     
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[Signature Page to Registration
Rights Agreement]