Exhibit
10.6


 


FORM OF AMENDED AND RESTATED


REGISTRATION RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ________, 2022, is made and entered into by and
among: (i) Zura Bio Ltd. (formerly known as JATT Acquisition Corp), a Cayman Islands exempted company (the “Company”);
(ii) JATT Ventures, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”); (iii) the persons or
entities identified as “New Holders” on the signature pages hereto (collectively, the “New Holders”);
and (iv) the persons or entities identified as “Existing Holders” on the signature pages hereto (the “Existing
Holders,” and together with the Sponsor, the New Holders and any person or entity who hereafter becomes a party to this
Agreement pursuant to Section 6.2 or Section 6.11 of this Agreement, each a “Holder” and collectively
the “Holders”).


 


RECITALS


 


WHEREAS, the Company,
the Sponsor and the Existing Holders are party to that certain Registration Rights Agreement, dated as of July 13, 2021 (the “Original
RRA”);


 


WHEREAS, pursuant to,
and upon the terms and subject to the conditions set forth in, the Business Combination Agreement dated as of June [__], 2022 as the same
may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “BCA”),
among the Company, Zura Bio Limited, a limited company incorporated under the laws of England and Wales (“Zurabio”),
JATT Merger Sub, a Cayman Islands exempted company and wholly owned subsidiary of the Company (“JATT Merger Sub”),
JATT Merger Sub 2, a Cayman Islands exempted company and wholly owned subsidiary of the Company (“JATT Merger Sub 2”),
Zura Bio Holdings Ltd, a Cayman Islands exempted company (“Holdco”), the following transactions (collectively,
the “Transaction”) will occur on the Closing Date (as defined below): (i) JATT Merger Sub will merge with and
into Holdco, with Holdco continuing as the surviving company of the merger and a wholly owned subsidiary of the Company; and (ii) immediately
following the transaction described in (i), Holdco will merge with and into JATT Merger Sub 2, with JATT Merger Sub 2 continuing as the
surviving company of the merger;


 


WHEREAS, pursuant to
the BCA, among other things, (i) the Zurabio shareholders exchanged all their Zurabio shares for shares in Holdco, such that Holdco owned
all of the outstanding shares of Zurabio, (ii) the Company issued 16,500,000 Class A ordinary shares to the Holdco shareholders in exchange
for all of the outstanding Holdco shares, and (iii) the issued and outstanding Class B ordinary shares, par value $0.0001 per share, of
the Company, all of which were held by the Sponsor and the Existing Holders, automatically converted into 3,450,000 Class A ordinary shares
on a one-for-one basis (such Class A ordinary shares received upon the conversion, the “Founder Shares”) (together
with the other transactions contemplated by the BCA, the “Business Combination”);


 


WHEREAS, pursuant to
the second amended and restated memorandum and articles of the Company (such amended and restated memorandum and articles, as the same
may be amended, restated, amended and restated, supplemented or otherwise modified form time (the “Company Charter”)),
the Company is authorized to issue the following classes of stock: (i) Class A ordinary shares, par value $0.0001 per share, of the Company
(the “Class A ordinary shares” or the “Ordinary Shares”), and (ii) preference shares,
par value $0.0001 per share of the Company;


 


WHEREAS, in connection
with the Business Combination, the Company conducted a private placement of its Class A ordinary shares (the “PIPE Investment”)
pursuant to the terms of (i) one or more Subscription Agreements and (ii) two Forward Purchase Agreements, and certain Holders purchased
additional Class A ordinary shares pursuant thereto (collectively, the “PIPE Shares”);


 


WHEREAS, pursuant to
Section 6.8 of the Original RRA, the provisions, covenants and conditions set forth therein may be amended or modified upon the written
consent of the Company and the holders of a majority-in-interest of the “Registrable Securities” (as such term is defined
in the Original RRA) at the time in question; and


 


WHEREAS, the Company
and the Sponsor desire to amend and restate the Original RRA in its entirety as set forth herein and the Company and the Existing Holders
desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to
the Registrable Securities (as defined below) on the terms and conditions 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
I

DEFINITIONS


 


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


 


“Additional Holder” has
the meaning given in Section 6.11 hereof.


 


“Additional Holder Shares” has
the meaning given in Section 6.11 hereof.


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, after consultation with counsel to the Company,
in the good faith judgment of the Chief Executive Officer or Chief Financial Officer of the Company or the Board, (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, declared effective or used, as the case may
be, and (iii) the Company has a bona fide business purpose for not making such information public.


 


“Affiliate”
means, with respect to any Person, any other Person who, directly or indirectly, controls, is controlled by, or is under direct or indirect
common control with, such Person, and, in the case of an individual, also includes any member of such individual’s Immediate Family;
provided that the Company and its subsidiaries will not be deemed to be Affiliates of any Holder of Registrable Securities. As used in
this definition, “control” (including, with its correlative meanings, “controlling”, “controlled by”
and “under common control”) shall mean possession, directly or indirectly, of power to direct or cause the direction of the
management and policies of a Person, directly or indirectly, whether through ownership of voting securities or partnership or other ownership
interests by contract or otherwise.


 


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


 


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


 


“Block Trade”
means an offering or sale of Registrable Securities by any Holder on a block trade or underwritten basis (whether firm commitment or otherwise)
effected pursuant to a Registration Statement without substantial marketing efforts prior to pricing, including, without limitation, a
same day trade, overnight trade or similar transaction.


 


“Board” shall
mean the board of directors of the Company.


 


“Business Combination”
shall have the meaning given in the Recitals hereto.


 


“Business Day”
means any day other than a Saturday, Sunday or any other day on which commercial banks are required or authorized to close in the State
of New York or the Cayman Islands.


 


“Class A ordinary
shares” shall have the meaning given in the Recitals hereto.


 


“Closing”
shall have the meaning given in the BCA.


 


“Closing Date”
shall have the meaning given in the BCA.


 






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


 


“Company”
shall have the meaning given in the Preamble hereto and includes the Company’s successors by recapitalization, merger, consolidation,
spin-off, reorganization or similar transaction.


 


“Company Charter”
shall have the meaning given in the Recitals hereto.


 


“Demanding Holder”
shall have the meaning given in Section 2.1.4 hereof.


 


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


 


“Exchange Act”
shall mean the U.S. Securities Exchange Act of 1934, as amended from time to time.


 


“Existing Holders”
shall have the meaning given in the Recitals hereto.


 


“Filing Deadline”
shall have the meaning given in Section 2.1.1 hereof.


 


“FINRA”
shall mean the Financial Industry Regulatory Authority, Inc.


 


“Form S-1 Shelf”
shall have the meaning given in Section 2.1.1 hereof.


 


“Form S-3 Shelf”
shall have the meaning given in Section 2.1.1 hereof.


 


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


 


“Holdco”
shall have the meaning given in the Recitals hereto


 


“Holder Information”
shall have the meaning given in Section 4.1.2 hereof.


 


“Holders”
shall have the meaning given in the Preamble hereto, for so long as such person or entity holds any Registrable Securities, and includes
any transferee of the Registrable Securities (so long as they remain Registrable Securities) of a Holder permitted under this Agreement
and the Lock-Up Agreement.


 


“Immediate Family”
shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, sister-in-law and shall include adoptive relationships.


 


“Insider Letter”
means that certain letter agreement, dated as of July 13, 2021, by and among the Company, the Sponsor and certain of the Company’s
current and former officers and directors.


 


“Joinder”
shall have the meaning given in Section 6.11 hereof.


 


“Lock-up Agreement”
means that certain lock-up agreement, dated as of the date hereof, by and among the Company and certain holders of securities of the Company,
entered into in connection with the Business Combination.


 


“Lock-up
Periods” shall mean each of the periods beginning on the Closing Date and ending, (i) with respect to the New
Holder’s Shares, the Sponsor’s and the Existing Holders’ Founder Shares, the period ending on the earlier of (x) 6
months after the Closing Date with respect to one-quarter of the shares, and (b) 12 months after the Closing Date with respect to
one-quarter of the shares, and (c) 24 months after the Closing Date with respect to one-half of the shares; provided that such
shares may be released prior to each of the 6-month, 12-month and 24-month periods on the date on which the daily volume weighted
average price (“VWAP”) reported sale price of the Class A ordinary shares equals or exceeds $12.00 per
share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days
within any 30-trading day period, or (y) the earlier 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 Class A ordinary shares for cash, securities or other property (the “Founder Shares Lock-up Period”
and New Holders Lock-up Period” ); and (ii) with respect to the Sponsor’s (or its transferees as permitted
by the Lock-Up Agreement) Private Warrant Shares, 30 days from the Closing Date (the “Private Placement Lock-up
Period”).


 






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“Lock-up Shares”
shall mean, (i) with respect to the Sponsor, the Existing Holders and any transferees as permitted by the Lock-Up Agreement, the Class
A ordinary shares held by them immediately following the Closing (other than PIPE Shares subscribed in connection with the PIPE Investment,
if any) and any Class A ordinary shares issued or issuable upon exercise of the Private Placement Warrants; and (ii) with respect to the
New Holders and their respective transferees as permitted by the Lock-Up Agreement, the Class A ordinary shares held by them immediately
following the Closing.


 


“Maximum Number
of Securities” shall have the meaning given in Section 2.1.5 hereof.


 


“Minimum Takedown
Threshold” shall have the meaning given in Section 2.1.4 hereof.


 


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


  


“New Holders”
shall have the meaning given in the Preamble hereto.


 


“Original RRA”
shall have the meaning given in the Recitals hereto.


 


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


 


“PIPE Investment”
shall have the meaning given in the Recitals hereto.


 


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


 


“Private Placement
Warrants” shall mean the 5,910,000 Private Placement Warrants issued by the Company that were privately purchased simultaneously
with the consummation of the Company’s initial public offering.


 


“Private Warrant
Shares” shall mean the Class A ordinary shares issued or issuable upon exercise of the “Private Placement Warrants. 


 


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


 


“Registrable
Security” shall mean (a) the Founder Shares and the Class A ordinary shares issued or issuable upon the conversion of
any Founder Shares, (b) the Private Placement Warrants and the Class A ordinary shares issued or issuable upon the exercise of any
Private Placement Warrants, (c) any issued and outstanding Class A ordinary shares or any other equity security (including the Class
A ordinary shares issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date
of this Agreement, (d) any equity securities (including the Class A ordinary shares issued or issuable upon the exercise of any such
equity security) of the Company issuable upon conversion of any Working Capital Warrants in an amount up to $1,500,000 made to the
Company by a Holder, (e) any PIPE Shares held by a Holder, (f) any other equity securities (including Class A ordinary shares) of
the Company held by a New Holder at the Closing Date and (g) any other equity security of the Company or its subsidiaries issued or
issuable with respect to any such share of Class A ordinary shares referenced in (a), (b), (c), (d), (e) or (f) above by way of a
share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or
reorganization; provided, however, that, as to any particular Registrable Security, such securities shall
cease to be Registrable Securities when: (i) a Registration Statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance
with such Registration Statement by the applicable Holder; (ii) such securities shall have been otherwise transferred, new
certificates for such securities not bearing (or book entry positions not subject to) a legend restricting further transfer shall
have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the
Securities Act; (iii) such securities shall have ceased to be outstanding; (iv) following the third anniversary of the Agreement,
such securities may be sold without registration pursuant to Rule 144 (but without the requirement to comply with any limitations)
and (v) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public
securities transaction.


 






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


 


“Registration
Expenses” shall mean the documented, 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 FINRA) and any national securities exchange on which the Class A
ordinary shares is then listed;


 


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


 


(C) fees and disbursements
of underwriters customarily paid by issuers of securities in a secondary offering, but excluding underwriting discounts and commissions
and transfer taxes, if any, with respect to Registrable Securities sold by Holders;


 


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


 


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


 


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


 


(G) reasonable fees and expenses
of one legal counsel selected by the majority-in-interest of the Demanding Holders in an Underwritten Offering.


 


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


 


“Requesting Holders”
shall have the meaning given in Section 2.1.5 hereof.


 


“Retained Company
Shares” shall have the meaning given in the BCA.


 


“Rule 144”
shall mean Rule 144 promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto that may
be promulgated by the Commission.


 


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


 


“Shelf”
shall mean the Form S-1 Shelf, the Form S-3 Shelf or any Subsequent Shelf Registration, as the case may be.


 


“Shelf Registration”
shall mean a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant
to Rule 415 promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto that may be promulgated
by the Commission.


 






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“Shelf Takedown”
shall mean an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.


 


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


 


“Subsequent Shelf
Registration” shall have the meaning given in Section 2.1.2 hereof.


 


“Transfer”
shall mean the (i) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to
purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent
position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act
with respect to, any security, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash
or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii).


 


“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
Lock-up Period” shall have the meaning given in Section 2.3 hereof.


 


“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, including a Block Trade.


 


“Underwritten
Shelf Takedown” shall have the meaning given in Section 2.1.4 hereof.


 


“Withdrawal Notice”
shall have the meaning given in Section 2.1.6 hereof.


 


“Working Capital
Warrants” shall mean any warrants issued in payment for working capital loans from the Sponsor to the Company.


 


“Yearly Limit”
shall have the meaning given in Section 2.1.4 hereof.


 


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


 


ARTICLE
II

REGISTRATIONS AND OFFERINGS


 


2.1
Shelf Registration.


 


2.1.1 Filing.
The Company shall, subject to Section 3.4 hereof, submit or file within 30 days of the Closing Date (the
 “Filing Deadline”), and use commercially reasonable efforts to cause to be declared effective as soon as
practicable thereafter, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1
Shelf”), or, if the Company is eligible to use a Registration Statement on Form S-3, a Shelf Registration on Form S-3
(the “Form S-3 Shelf”), in each case, covering the resale of all the Registrable Securities (determined as
of two Business Days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable
efforts to have the Shelf declared effective after the filing thereof, but no later than the earlier of (i) the 60th calendar day
(or 90th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following
the earlier of (A) the filing of the Registration Statement and (B) the Filing Deadline, and (ii) the 10th Business Day after the
date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not
be “reviewed” or will not be subject to further review (such deadline the “Effectiveness
Deadline”), provided, that if the Filing Deadline or Effectiveness Deadline falls on Saturday, Sunday
or other day that the Commission is closed for business, the Filing Deadline or Effectiveness Deadline, as the case may be, shall be
extended to the next Business Day on which the Commission is open for business. Such Shelf shall provide for the resale of the
Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any
Holder named therein. Subject to Sections 2.1.2 and 3.4 hereof, the Company shall maintain a Shelf
in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective
amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use by the Holders named
therein to sell their Registrable Securities included therein, and in compliance with the provisions of the Securities Act until
such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use
its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Form S-3 Shelf as
soon as reasonably practicable after the Company is eligible to use Form S-3.


 






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2.1.2
Subsequent Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while
Registrable Securities are still outstanding, the Company shall, subject to Section 3.4 hereof, use its commercially
reasonable efforts to, as promptly as is reasonably practicable, cause such Shelf to again become effective under the Securities Act (including
using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and
shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, amend such Shelf in a manner reasonably expected
to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a
Shelf Registration (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities
under such Shelf (determined as of two Business Days prior to such filing), and pursuant to any method or combination of methods legally
available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration is filed, the Company shall use its commercially
reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably
practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration shall be an automatic shelf registration
statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in
Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent
Shelf Registration continuously effective, available for use by the Holders named therein to sell their Registrable Securities included
therein, and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities.
Any such Subsequent Shelf Registration shall be on Form S-3, to the extent that the Company is eligible to use such form. Otherwise, such
Subsequent Shelf Registration shall be on another appropriate form.


  


2.1.3
Additional Registrable Securities. Subject to Section 3.4 hereof, in the event that any Holder or Holders,
collectively, hold Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon request
of any such Holder or Holders, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities
to be covered by either, at the Company’s option, any then-available Shelf (including by means of a post-effective amendment) or
a Subsequent Shelf Registration and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent
Shelf Registration shall be subject to the terms hereof; provided, however, that (i) the Company shall only be required to
cause such Registrable Securities to be covered if the total offering price thereof is reasonably expected to exceed, in the aggregate,
$10 million and (ii) the Company shall only be required to register Registrable Securities pursuant to this Section 2.1.3 twice
per calendar year.


 


2.1.4 Requests
for Underwritten Shelf Takedowns. Following the expiration of the Founder Shares Lock-up Period, the New Holders Lock-up Period
or the Private Placement Lock-up Period, as applicable, at any time and from time to time when an effective Shelf is on file with
the Commission, any New Holder, Existing Holder, or the Sponsor, or any combination thereof (any of the New Holders, Existing
Holders, or the Sponsor making such demand, a “Demanding Holder”) may request to sell all or any portion
of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to a Shelf
(each, an “Underwritten Shelf Takedown”); provided that the Company shall only be
obligated to effect an Underwritten Shelf Takedown if such offering shall include (a) Registrable Securities proposed to be sold by
the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected
to exceed, in the aggregate, $10million (the “Minimum Takedown Threshold”) or (b) if the Demanding Holders
hold Registrable Securities with a total offering price reasonably expected to be less than the Minimum Takedown Threshold, all of
the Registrable Securities held by a Demanding Holder. All requests for Underwritten Shelf Takedowns shall be made by giving written
notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten
Shelf Takedown. The Company shall have the right to select the Underwriters for such offering (which shall consist of one or more
reputable nationally recognized investment banks), subject to the prior approval by the Demanding Holder(s) (which shall not be
unreasonably withheld, conditioned or delayed). The New Holders, on the one hand, and the Existing Holders and the Sponsor,
collectively, on the other hand, may each demand Underwritten Shelf Takedowns pursuant to
this Section 2.1.4 not more than two times in any twelve (12) month period (the “Yearly
Limit”). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering
pursuant to any then-effective Registration Statement, including a Form S-3, which is then available for such offering.


 






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2.1.5
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good
faith, advise(s) the Company, the Demanding Holder(s) and the Holders requesting piggy back rights pursuant to this Agreement with respect
to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or
number of Registrable Securities that the Demanding Holder(s) and the Requesting Holders (if any) desire to sell, taken together with
all other Class A ordinary shares or other equity securities that the Company desires to sell and all other Class A ordinary shares or
other equity securities, if any, that have been requested to be sold in such Underwritten Offering 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,
before including any Class A ordinary shares or other equity securities proposed to be sold by the Company or by other holders of Class
A ordinary shares or other equity securities, 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 Shelf Takedown without exceeding the Maximum number of Securities).


 


2.1.6
Underwritten Shelf Takedown Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus
supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten
Shelf Takedown shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification
(a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw
from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) may elect to have the Company continue
an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be
sold in the Underwritten Shelf Takedown by the Demanding Holder(s). If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute
a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.4 hereof
and shall count toward the Yearly Limit, unless either (i) the Demanding Holder(s) making the withdrawal has not previously withdrawn
any Underwritten Shelf Takedown or (ii) the Demanding Holder(s) making the withdrawal reimburses the Company for all Registration
Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion
of such Registration Expenses based on the respective number of Registrable Securities that each Demanding Holder has requested be included
in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) elects to continue an Underwritten
Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as
an Underwritten Shelf Takedown demanded by the Demanding Holders for purposes of Section 2.1.4 hereof and shall count
toward the Yearly Limit. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to
any other Demanding Holders and Requesting Holders. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible
for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.6,
other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section
2.1.6.


 






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2.2
 Piggyback Registration.


 


2.2.1 Piggyback
Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a
Registration Statement under the Securities Act with respect to the Registration 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, an Underwritten
Shelf Takedown pursuant to Section 2.1 hereof), other than a Registration Statement (or any registered offering
with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange
offer or offering of securities solely to the Company’s existing shareholders, (iii) pursuant to a Registration Statement on
Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto),
(iv) for an offering of debt that is convertible into equity securities of the Company or (v) for a dividend reinvestment
plan, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon
as practicable but not less than ten days before the anticipated filing date of such Registration Statement or, in the case of an
Underwritten Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement
used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such
offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such
offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering
such number of Registrable Securities as such Holders may request in writing within five days after receipt of such written notice
(such Registration, a “Piggyback Registration”). Subject to Section 2.2.2 hereof,
the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if
applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback
Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be
included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and
to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution
thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such
Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such
Underwritten Offering by the Company. For the avoidance of doubt, the notice periods set forth in this Section
2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with Section 2.1.4 or
Block Trades conducted in accordance with Section 2.4.


 


2.2.2
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to
be a Piggyback Registration, in good faith, advise(s) the Company and the Holders of Registrable Securities participating in the Piggyback
Registration in writing that the dollar amount or number of Class A ordinary shares or other equity securities that the Company or the
Demanding Holders desire to sell, taken together with (i) the number of Class A ordinary shares or other equity securities, if any, as
to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or
entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which Registration has
been requested pursuant to Section 2.2.1 and (iii) the number of Class A ordinary shares or other equity securities,
if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration
rights of persons or entities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:


 


(a) if the Registration or
registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering
(A) first, the number of Class A ordinary shares or other equity securities that the Company desires to sell, which can be sold without
exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant
to Section 2.2.1 hereof, pro rata, based on the respective number of Registrable Securities that each Holder
has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested
to be included in such Underwritten Offering, 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 number of Class A ordinary
shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written
contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can
be sold without exceeding the Maximum Number of Securities;


  


(b) if the Registration
or registered offering 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 or registered offering (A) first, the number of Class A ordinary shares or other
equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be
sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their
Registrable Securities pursuant to Section 2.2.1 hereof, pro rata, based on the respective number of
Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of
Registrable Securities that the Holders have requested to be included in such Underwritten Offering, 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 number of Class A ordinary shares or other equity securities that the Company desires
to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (A), (B) and (C), the number of Class A ordinary shares or other
equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written
contractual piggy-back registration rights of such persons or entities other than the Holders of Registrable Securities hereunder,
which can be sold without exceeding the Maximum Number of Securities; and


 






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(c) if the Registration or
registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then
the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5 hereof.


 


2.2.3
Piggyback Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw
from an Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2.1.6 hereof) shall have the
right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter
or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration
Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to
a Shelf Registration, the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such
Piggyback Registration used for marketing such transaction without any liability to the applicable Holder. The Company (whether on its
own good faith determination or as the result of a request for withdrawal by persons or entities 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 (other than Section
2.1.6 hereof), the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration
prior to its withdrawal under this Section 2.2.3.


 


2.2.4
Unlimited Piggyback Registration Rights. For purposes of clarity, subject to Section 2.1.6 hereof, any
Piggyback Registration effected pursuant to Section 2.2 hereof shall not be counted as a demand for an Underwritten Shelf
Takedown under Section 2.1.4 hereof and shall not count toward the Yearly Limit.


 


2.3
Market Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade)
or any Company-initiated Registration for the account of the Company (subject to the Company’s compliance with Section 2.2
hereof), each Holder that is an executive officer, director or Holder in excess of 5% of the then-outstanding Class A ordinary shares
(calculated, in the case of each New Holder, as if all of its Class B ordinary shares and Retained Company Shares are exchanged for Class
A ordinary shares) agrees that it shall not Transfer any Class A ordinary shares or other equity securities of the Company (other than
those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the 90-day period
(or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering (the “Underwritten
Lock-up Period”), except as expressly permitted by such lock-up agreement or in the event the Underwriters managing the
offering otherwise consent in writing. Each Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such
effect (in each case on substantially the same terms and conditions as the Company’s directors and executive officers or the other
shareholders of the Company). The Company will not be obligated to undertake an Underwritten Shelf Takedown during any Underwritten Lock-up
Period binding on the Holders, nor will the Company be obligated to include in any Piggyback Registration any Registrable Securities that
are then subject to a “lock-up” agreement.


 


2.4
Block Trades.


 


2.4.1 Notwithstanding
any other provisions of this Agreement, but subject to Section 3.4, if a Demanding Holder desires to effect a Block
Trade, with a total offering price reasonably expected to exceed, in the aggregate, either (x) the Minimum Takedown Threshold or (y)
all remaining Registrable Securities held by such Demanding Holder, then notwithstanding the time periods provided for
in Section ‎2.2.1, such Demanding Holder only needs to notify the Company of the Block Trade at least
three (3) business days prior to the day such offering is to commence and the Company shall as promptly as is reasonably
practicable, use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding
Holder wishing to engage in the Block Trade shall use its commercially reasonable efforts to work with the Company and any
Underwriters or placement agents or sales agents prior to making such request in order to facilitate preparation of the registration
statement, prospectus and other offering documentation related to such Block Trade.


 






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2.4.2
Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block
Trade, the Demanding Holder that initiated such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the
Underwriter or Underwriters or placement agents or sales agents (if any) of their intention to withdraw from such Block Trade. Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with
a Block Trade prior to its withdrawal under this Section ‎2.4.2 in the first instance of any such withdrawal;
provided, that the Holder shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to any subsequent
withdrawal under this Section 2.4.2.


 


2.4.3
Notwithstanding anything to the contrary in this Agreement, Section ‎2.2 hereof shall not apply
to a Block Trade initiated by a Demanding Holder pursuant to this Agreement.


 


2.4.4
The Demanding Holder wishing to engage in a Block Trade shall have the right to select the Underwriters, placement agents or sales
agents (if any) for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks), provided,
that such selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed.


 


2.4.5
A Holder in the aggregate may demand no more than two Block Trades pursuant to this Section 2.4 in any 12-month
period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand
for an Underwritten Shelf Takedown pursuant to Section 2.1.4 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 request
for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof and it continues to actively employ, in good faith, all reasonable
best efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration
and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good
faith judgment of the Board such Underwritten Offering would be seriously detrimental to the Company and the Board concludes as a result
that it is essential to defer the undertaking of such Underwritten Offering at such time, then in each case, as applicable, the Company
shall furnish to such Holders a certificate signed by the Chairman of the Board stating the applicable reason(s) set forth in Clauses
(A) through (C) above underlying the Company’s decision to defer the undertaking of such Underwritten Offering. In such event, the
Company shall have the right to defer such offering for a period of not more than sixty (60) days; provided, however, that
the Company shall not defer its obligations in this manner more than once in any twelve (12) month period.


 


ARTICLE
III

COMPANY PROCEDURES


 


3.1
General Procedures. In connection with any Shelf and/or Shelf Takedown, the Company shall use its commercially reasonable
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 reasonably practicable, a Registration Statement with respect to such Registrable
Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until
all Registrable Securities have ceased to be Registrable Securities;


 






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3.1.2
 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be reasonably requested by any Holder that holds at least 5% percent of the Registrable Securities registered
on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions
applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration
Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan
of distribution set forth in such Registration Statement or supplement to the Prospectus;


 


3.1.3
prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all
exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each
preliminary Prospectus) and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration
or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such
Holders; provided that the Company will not have any obligation to provide any document pursuant to this Section 3.1.3 that
is available on the Commission’s EDGAR system;


 


3.1.4
prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the
Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions
in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan
of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration
or qualification) 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 or securities exchanges, including the New York Stock Exchange, as
may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary
or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of
such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally
to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject
to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;


 


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


 


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


 


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


 


3.1.8
at least three days (or in the case of a Block Trade, at least one day) prior to the filing of any Registration Statement or Prospectus
or any amendment or supplement to such Registration Statement or Prospectus (or such shorter period of time as may be necessary in order
to comply with the Securities Act, the Exchange Act and the rules and regulations promulgated under the Securities Act or Exchange Act,
as applicable), furnish a copy thereof to each seller of such Registrable Securities or its counsel; provided that the Company
will not have any obligation to provide any document pursuant to this Section 3.1.8 that is available on the Commission’s
EDGAR system;


 


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;


 






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3.1.10
 in the event of an Underwritten Offering, a Block Trade or other coordinated offering that is registered pursuant to a Registration
Statement, permit a representative of the Holders (such representative to be selected by a majority-in-interest of the participating Holders),
the Underwriters or other financial institutions facilitating such Underwritten Offering, Block Trade or other coordinated offering that
is registered pursuant to a Registration Statement, if any, and any attorney or accountant retained by such Holders or Underwriter to
participate, at each such person’s own expense (except as otherwise provided in this Agreement), in the preparation of the Registration
Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such
representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives
or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release
or disclosure of any such information;


 


3.1.11
obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an
Underwritten Offering, a Block Trade or other coordinated offering that is registered pursuant to a Registration Statement, in customary
form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter or other
similar type of sales agent, placement agent or Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest
of the participating Holders;


 


3.1.12
in the event of an Underwritten Offering, a Block Trade or other coordinated offering that is registered pursuant to a Registration
Statement, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion and negative
assurance letter, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the placement
agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of
which such opinion is being given as the placement agent, sales agent, or Underwriter may reasonably request and as are customarily included
in such opinions and negative assurance letters;


 


3.1.13
in the event of any Underwritten Offering, Block Trade or other coordinated offering that is registered pursuant to a Registration
Statement, enter into and perform its obligations under an underwriting agreement, sales agreement or placement agreement, in usual and
customary form, with the managing Underwriter, sales agent or placement agent 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
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 thereto);


 


3.1.15
with respect to an Underwritten Offering pursuant to Section 2.1.4 hereof, use its commercially 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 such Underwritten Offering; and


 


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


 


Notwithstanding the foregoing, the Company shall
not be required to provide any documents or information to an Underwriter or other sales agent or placement agent if such Underwriter
or other sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other coordinated
offering that is registered pursuant to a Registration Statement.


 


3.2
Registration Expenses. Except as set forth in Section 2.1.6, the Registration Expenses of all Registrations shall
be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the
sale of Registrable Securities, such as Underwriters’ or agents’ 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, in each case pro rata based on the number of Registrable Securities that such Holders have sold in such
Registration.


 






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3.3 Requirements
for Participation in Underwritten Offerings. Notwithstanding anything in this Agreement to the contrary, if any Holder does not
timely provide the Company with its requested Holder Information (as defined below), the Company may exclude such Holder’s
Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of
counsel, that such information is necessary to effect the registration and such Holder continues thereafter to withhold such
information. No person may participate in any Underwritten Offering or other coordinated 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 arrangements approved by the Company in the case of an Underwritten Offering initiated by
the Company, and approved by the Demanding Holders in the case of an Underwritten Offering initiated by the Demanding Holders and
(ii) timely completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting
or other agreements and other customary documents as may be reasonably required under the terms of such arrangements. The exclusion
of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration
of the other Registrable Securities to be included in such Registration. The Company will use its commercially reasonable efforts to
ensure that the underwriting agreement related to such Registration shall provide that any liability of a Holder to any Underwriter
or other person pursuant to such underwriting agreement shall be limited to liability (i) arising from a breach of such
Holder’s representations and warranties thereto, (ii) will be several, and not joint and several, and (iii) will be limited to
the net proceeds (after deducting discounts and commission, but not expenses) received by such Holder from the sale of such
Holder’s Registrable Securities pursuant to such underwriting agreement.


  


3.4
Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights.


 


3.4.1
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.


 


3.4.2
Subject to Section 3.4.4, if the filing, initial effectiveness or continued use of a Registration Statement in respect
of any Registration at any time would (i) require the Company to make an Adverse Disclosure, (ii) require the inclusion in such
Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control or (iii) in
the good faith judgment of the majority of the Board, be seriously detrimental to the Company and the majority of the Board concludes
as a result that it is essential to defer such filing, initial effectiveness or continued use at such time, the Company may, upon giving
prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration
Statement for the shortest period of time, but in no event more than ninety (90) days in any 12-month period,
determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under this Section 3.4.2,
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 until such Holder receives written notice from the
Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice
and its contents.


 


3.4.3
Subject to Section 3.4.4, if (i) during the period starting with the date 60 days prior to the Company’s good
faith estimate of the date of the filing of, and ending on a date 120 days after the effective date of, a Company-initiated Registration,
and provided that the Company continues to actively employ, in good faith, all reasonable best efforts to maintain the effectiveness of
the applicable Shelf, or (ii) pursuant to Section 2.1.4 hereof, Holders have requested an Underwritten Shelf Takedown
and the Company and such Holders are unable to obtain the commitment of underwriters to firmly underwrite such offering, then, in each
case, the Company may, upon giving prompt written notice of such action to the Holders, delay any other registered offering pursuant to Section
2.1.4 hereof.


 


3.4.4
The right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section
3.4.2 or a registered offering pursuant to Section 3.4.3 shall be exercised by the Company, in the aggregate,
not more than two (2) times or for more than sixty (60) consecutive calendar days, or for more than one hundred and twenty (120) total
calendar days, in each case during any 12-month period.


 






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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 use reasonable best efforts 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
Section 13(a) or 15(d) of the Exchange Act. The Company further covenants that it shall take such further action as any Holder may reasonably
request, to the extent required from time to time to enable such Holder to sell Registrable Securities 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 customary legal opinions. Upon the request of any Holder,
the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such
requirements.


 


ARTICLE
IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1
Indemnification.


 


4.1.1
The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors
and each person or entity who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities
and reasonable out-of-pocket expenses (including, without limitation, reasonable outside attorneys’ fees and inclusive of all reasonable
attorneys’ fees arising out of the enforcement of each such persons’ rights under this Section 4.1) arising out of
or resulting from any any untrue or alleged untrue statement of material fact contained in or incorporated by reference in any Registration
Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of
a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are
caused by or contained in any information or affidavit so furnished in writing to the Company by or on behalf of such Holder expressly
for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters
(within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the
Holder.


 


4.1.2
In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish
(or cause to be furnished) 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 (the “Holder Information”) and, to the extent permitted by
law, shall indemnify the Company, its directors, officers, employees, advisors and agents, representatives and each person or entity who
controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and reasonable out-of-pocket
expenses (including, without limitation, reasonable outside attorneys’ fees and inclusive of all reasonable attorney’s fees
arising out of the enforcement of each such persons’ rights under this Section 4.1) caused by any untrue or alleged untrue
statement of material fact contained in or incorporated by reference 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, but only to the extent that such untrue statement is contained in (or not contained
in, in the case of an omission) any information or affidavit so furnished in writing to the Company by or on behalf of such Holder expressly
for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders
of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the
net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable
Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning
of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.


 


4.1.3 Any
person or entity 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 or entity’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 or there may be reasonable defenses available to the
indemnified party that are different from or additional to those available to the indemnifying party, permit such indemnifying party
to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the
indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but
such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense
of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may
exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party
shall, without the consent of the indemnified party, not to be unreasonably withheld or delayed, 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 includes a statement or admission of fault and
culpability on the part of such indemnified party or which settlement does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.


 






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4.1.4
The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made
by or on behalf of the indemnified party or any officer, director, employee, advisor, agent, representative, shareholder, member or controlling
person or entity 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 out-of-pocket expenses referred to herein,
then the indemnifying party, in lieu of indemnifying the indemnified party, shall to the extent permitted by law contribute to the amount
paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion
as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied
by in the case of an omission), 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 Section 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 Sections 4.1.1, 4.1.2 and 4.1.3 hereof,
any legal or other fees, charges or out-of-pocket expenses reasonably incurred by such party in connection with any investigation or proceeding.
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 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 Section 4.1.5. No person or entity guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 4.1.5 from any person
or entity who was not guilty of such fraudulent misrepresentation.


  


ARTICLE
V

LOCK-UP


 


5.1
Lock-up. Pursuant to the Lock-Up Agreement, the Sponsor, the Existing Holders and the New Holders agree that they shall
not Transfer any Lock-up Shares until the end of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, or the New Holders
Lock-up Period, as applicable, except as permitted by and in accordance with the Lock-Up Agreement.


 






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ARTICLE
VI


MISCELLANEOUS


 


6.1
Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States
mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery
in person or by courier service providing evidence of delivery or (iii) transmission by hand delivery, electronic mail 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 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 Zurabio [insert address], [Attention: _______]
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 30 days after delivery of such notice as provided in this Section 6.1.


 


6.2
Assignment; No Third-Party Beneficiaries.


 


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


 


6.2.2
This Agreement and the rights, duties and obligations of the Holders hereunder may not be assigned or delegated by the Holders
in whole or in part, provided, however, that subject to Section 6.2.5 hereof, a Holder may assign the
rights and obligations of such Holder hereunder relating to particular Registrable Securities in connection with the transfer of such
Registrable Securities to a transferee in accordance with the Lock-Up Agreement but only if such transferee agrees to become bound by
the restrictions set forth in this Agreement.


 


6.2.3
This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors
and the permitted assigns of the Holders, which shall include transferees permitted by the Lock-Up Agreement.


 


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


 


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


 


6.3
Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of
which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.


 


6.4
Adjustments. If there are any changes in the Ordinary Shares as a result of share split, share dividend, combination or
reclassification, or through merger, consolidation, recapitalization or other similar event, appropriate adjustment shall be made in the
provisions of this Agreement, as may be required, so that the rights, privileges, duties and obligations under this Agreement shall continue
with respect to the Ordinary Shares as so changed.


 


6.5 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.


 






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6.6
WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY
TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY WAIVES
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


  


6.7
Amendments and Modifications. Upon the written consent of (i) the Company and (ii) the Holders of 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 any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder of the shares
of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity), shall require the
consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or
delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any
rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party
shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder by such party.


 


6.8
Other Registration Rights. Other than (i) the subscribers in the PIPE Investment who have registration rights with respect
to the Class A ordinary shares purchased in the PIPE Investment pursuant to their respective Subscription Agreements, and (ii) as provided
in the Warrant Agreement, dated as of July 16, 2021, between the Company and Continental Stock Transfer & Trust Company, the Company
represents and warrants that no person or entity, 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 Statement filed by
the Company for the sale of securities for its own account or for the account of any other person or entity. Further, the Company represents
and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions, and
in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.


 


6.9
Term. This Agreement shall terminate on the earlier of (a) the fifth anniversary of the date of this Agreement or (b) with
respect to any Holder on the date that such Holder no longer holds any Registrable Securities. The provisions of Article IV hereof
shall survive any termination.


 


6.10
Holder Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable
Securities held by such Holder in order for the Company to make determinations hereunder.


 


6.11 Additional
Holders; Joinder. In addition to persons or entities who may become Holders pursuant to Section 6.2 hereof,
subject to the prior written consent of the Sponsor, each Existing Holder, and each New Holder (in each case, so long as such Holder
and its Affiliates hold, in the aggregate, at least 5% of the outstanding Class A ordinary shares of the Company (calculated, in the
case of each New Holder as if all of its Class C ordinary shares and Retained Company Shares are exchanged for Class A ordinary
shares)), the Company may make any person or entity who acquires Class A ordinary shares or rights to acquire Class A ordinary
shares after the date hereof a party to this Agreement (each such person or entity, an “Additional
Holder”) by obtaining an executed joinder to this Agreement from such Additional Holder in the form of Exhibit
A attached hereto (a “Joinder”). Such Joinder shall specify the rights and obligations of the
applicable Additional Holder under this Agreement. Upon the execution and delivery and subject to the terms of a Joinder by such
Additional Holder, the Class A ordinary shares of the Company then owned, or underlying any rights then owned, by such Additional
Holder (the “Additional Holder Shares”) shall be Registrable Securities to the extent provided herein and
therein, and such Additional Holder shall be a Holder under this Agreement with respect to such Additional Holder Shares.


 






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6.12
Severability. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest
extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any
particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable
for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other
jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable
in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of such provision in any other jurisdiction.


 


6.13
Entire Agreement; Restatement. This Agreement constitutes the full and entire agreement and understanding between the parties
with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. Upon
the Closing, the Original RRA shall no longer be of any force or effect.


 


[Signature Pages Follow]


 






    19


     


    

 


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


 


	 	COMPANY:
	 	 	 	 
	 	ZURA [______________]
	 	a Cayman Islands exempted company
	 	 	 	 
	 	By:	 
	 	 	Name: 	 
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	SPONSOR:
	 	 
	 	JATT VENTURES, L.P.
	 	a Cayman Islands exempted limited partnership
	 	 
	 	By: JATT VENTURES LTD., General Partners
	 	 	 	 
	 	By:	 
	 	 	Name:	Someit Sidhu
	 	 	Title:	Director
	 	 	 	 
	 	 EXISTING HOLDERS:
	 	 
	 	VERENDER S. BADIAL, in their individual capacity
	 	 	 	 
	 	By:	 
	 	 	Name:	Verender S. Badial
	 	 	 	 
	 	TAUHID ALI, in their individual capacity
	 	 	 	 
	 	By:	 
	 	 	Name:	Tauhid Ali
	 	 	 	 
	 	JAVIER COTE-SIERRA, in their individual capacity
	 	 	 	 
	 	By:	 
	 	 	Name:	Javiaer Cote-Sierra
	 	 	 	 
	 	 	 	 
	 	ARNOUT PLOOS VAN AMSTEL, in their individual capacity
	 	 	 
	 	By:	 
	 	 	Name:	 Arnout Ploos van Amstel  
	 	 	 	 
	 	GRAEME SLOAN, in their individual capacity
	 	 	 	 
	 	By:	 
	 	 	Name:	Graeme Sloan



 


[Signature Page to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


	 	NEW HOLDERS:
	 	 
	 	OLIVER LEVY, in their individual capacity
	 	 	 	 
	 	 	 	 
	 	By:	 
	 	 	Name:	Oliver Levy
	 	 
	 	DAVID BRADY, in their individual capacity
	 	 	 	 
	 	 	 	 
	 	By:	 
	 	 	Name:	David Brady
	 	 	 	 
	 	PFIZER, INC.
	 	 	 	 
	 	 	 	 
	 	By:	 
	 	 	Name:	                            
	 	 	Title:	 
	 	 	 	 
	 	HANA IMMUNOTHERAPEUTICS LLC
	 	 	 	 
	 	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	MARLYN MATHEW, in their individual capacity
	 	 	 	 
	 	 	 	 
	 	By:	 
	 	 	Name:	Marlyn Mathew
	 	 	 	 
	 	SANDEEP KULKARNI, in their individual capacity
	 	 	 	 
	 	 	 	 
	 	By:	 
	 	 	Name:	Sandeep Kulkarni


 


[Signature Page to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


Exhibit
A



AMENDED AND RESTATED REGISTRATION

RIGHTS AGREEMENT JOINDER


 


 


The undersigned is executing
and delivering this joinder (this “Joinder”) pursuant to the Amended and Restated Registration Rights Agreement,
dated as of ______, 2022 (as the same may hereafter be amended, the “Registration Rights Agreement”), among
Zura [____________] (formerly known as JATT Acquisition Corp), a Cayman Islands exempted company (the “Company”),
and the other persons or entities named as parties therein. Capitalized terms used but not otherwise defined herein shall have the meanings
provided in the Registration Rights Agreement.


 


By executing and delivering
this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, the undersigned hereby
agrees to become a party to, to be bound by and to comply with the Registration Rights Agreement as a Holder of Registrable Securities
in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigned’s
Class A ordinary shares shall be included as Registrable Securities under the Registration Rights Agreement to the extent provided therein.


 


Accordingly, the undersigned
has executed and delivered this Joinder as of the __________ day of __________, 20__.


 


	 	 
	 	Signature of Shareholder
	 	 
	 	 
	 	Print Name of Shareholder
	 	Its:
	 	Address:	 
	 	 
	 	 


 


Agreed and Accepted as of


____________, 20__


 


	Zura [__________]	 
	 	 	 
	By:	           	 
	Name: 	 	 
	Title:	 	 


 


[Exhibit A to Amended and Restated Registration Rights Agreement]