Exhibit 10.3


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of September 21, 2021, is made and entered into by and among Inflection Point Acquisition Corp., a Cayman Islands exempted company
(the “Company”), Inflection Point Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”)
and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together
with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement,
a “Holder” and collectively the “Holders”).


 


RECITALS


 


WHEREAS, the Company has 8,625,000 Class
B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 1,125,000
of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s
initial public offering exercise their over-allotment option;


 


WHEREAS, the Founder Shares are convertible
into Class A ordinary shares of the Company, par value $0.0001 per share (the “Ordinary Shares”), on the terms
and conditions provided in the Company’s amended and restated memorandum and articles of association;


 


WHEREAS, on the date hereof, the Company
and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement (the “Private Placement Warrants Purchase
Agreement”), pursuant to which the Sponsor agreed to purchase an aggregate of 6,250,000 private placement warrants (or up
to 7,150,000 private placement warrants to the extent that the over-allotment option in connection with the Company’s initial public
offering is exercised) (the “Private Placement Warrants”) in a private placement transaction occurring simultaneously
with the closing of the Company’s initial public offering;


 


WHEREAS, on the date hereof, the Company
and Kingstown 1740 Fund, LP and Kingfishers L.P. (collectively, “Kingstown”), entered into that certain Forward
Purchase Agreement (the “Forward Purchase Agreement”), pursuant to which Kingstown committed to purchase up
to 5,000,000 forward purchase Class A ordinary shares (the “Forward Purchase Shares”) in a private placement
transaction that will close concurrently with the closing of the initial Business Combination (as defined below);


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with its search for and consummation of an initial Business Combination (as defined below), the Sponsor,
its affiliates or any of the Company’s officers and directors may loan to the Company funds as the Company may require, of which
up to $1,500,000 of such loans may be convertible into private placement-equivalent warrants (“Working Capital Warrants”)
at a price of $1.00 per warrant at the option of the lender; and


 


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


 


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


 


ARTICLE 1


 


DEFINITIONS


 


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



 


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


 


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


 


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


 






    


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Forward Purchase
Lock-up Period” shall mean, with respect to the Forward Purchase Shares that are held by the initial purchasers of such
Forward Purchase Shares or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial
Business Combination.


 


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


 


“Forward Purchaser”
shall have the meaning given in the Recitals hereto.


 


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


 


“Founder Shares”
shall have the meaning given in the Recitals hereto and shall be deemed to include the Ordinary Shares issuable upon conversion thereof.


 


“Founder Shares
Lock-up Period” shall mean, with respect to the Founder Shares and any Ordinary Shares issuable upon conversion thereof,
the period ending on the earlier of (A) one year after the completion of the Company’s initial Business Combination and (B) subsequent
to the completion of the Business Combination, (x) if the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as
adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the
Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s
shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Pro Rata” shall have
the meaning given in subsection 2.1.4.


 


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


 


“Registrable Security”
shall mean (a) the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion
of any of the Founder Shares or exercisable for Ordinary Shares), (b) the Private Placement Warrants (including any Ordinary Shares issued
or issuable upon the exercise of the Private Placement Warrants), (c) any outstanding Ordinary Shares or any other equity security (including
the Ordinary Shares issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date
of this Agreement or acquired by a Holder prior to the consummation of the Business Combination, (d) any equity securities (including
the Ordinary Shares issued or issuable upon the exercise of any such equity security) of the Company issuable upon conversion of any working
capital loans in an amount up to $1,500,000 made to the Company by a Holder (including the Working Capital Warrants and any Ordinary Shares
issued or issuable upon the exercise of the Working Capital Warrants), (e) the Forward Purchase Shares and (f) any other equity security
of the Company issued or issuable with respect to any such Ordinary Share by way of a share capitalization or share sub-division or in
connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any
particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect
to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred,
disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new
certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent
public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased
to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or
any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations); or (E) such securities
have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE 2


 


REGISTRATIONS


 


		2.1	Demand Registration.



 


2.1.1 Request
for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to
time on or after the date the Company consummates the Business Combination, the Holders of at least fifteen percent (15%) of the then-outstanding
number of Registrable Securities (the “Demanding Holders”) may make a written demand for Registration of all
or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such
Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”).
The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders
of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion
of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all
or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall
so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by
the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to
have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter
as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration
of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no
circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration
under this subsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not
be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form
S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on
behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement;
provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.


 






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2.1.2 Effective
Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration
pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission
with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has
complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement
has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently
interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration
Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order
or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such
Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but
in no event later than five (5) days, of such election; and provided, further, that the Company shall not be obligated or required to
file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant
to a Demand Registration becomes effective or is subsequently terminated.


 


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


 


2.1.4 Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration,
in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number
of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other
Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration
has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to
sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely
affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum
dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then
the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and
the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting
Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the
Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to
herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to
the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders
(Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested) exercising their rights to register
their Registrable Securities pursuant to subsection 2.2.1 hereof, without exceeding the Maximum Number of Securities; and (iii)
third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary
Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii),
the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration
pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.


 






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


 


		2.2	Piggyback Registration.



 


		2.2.1	Piggyback Rights. If, at any time on or after the date the Company consummates a Business Combination,
the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities
or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of
shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section
2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii)
for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that
is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice
of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before
the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included
in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in
such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable
Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback
Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration
and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable
Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms
and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such
Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their
Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement
in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this
subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.3.3.



 


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



 


		(a)	If the Registration is undertaken for the Company’s
account, the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities that the Company
desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register
their Registrable Securities pursuant to subsection 2.2.1 hereof (pro rata based on the respective number of Registrable Securities
that such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the
Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of
other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities;



 






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



 


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



 


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



 


		2.3	Shelf Registration.



 


		2.3.1	The Holders of Registrable Securities may at any time, and from time to time, request in writing that
the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register
the resale of any or all of their Registrable Securities on Form S-3 or any similar short form registration statement that may be available
at such time (“Form S-3”), or if the Company is ineligible to use Form S-3, on Form S-1; a registration statement
filed pursuant to this subsection 2.3.1 (a “Shelf”) shall provide for the resale of the Registrable Securities
included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder. Within five (5)
days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on a Shelf,
the Company shall promptly give written notice of the proposed Registration to all other Holders of Registrable Securities, and each Holder
of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration
shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon
as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a
Registration on a Shelf, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified
in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request
as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated
to effect any such Registration pursuant to this subsection 2.3.1 if the Holders of Registrable Securities, together with the Holders
of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and
such other equity securities (if any) at any aggregate price to the public of less than $10,000,000. The Company shall maintain each Shelf
in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and
supplements as may be necessary to keep such Shelf continuously effective, available for use and in compliance with the provisions of
the Securities Act until such time as there are no longer any Registrable Securities included on such Shelf. In the event the Company
files a Shelf on Form S-1, the Company shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as
practicable after the Company is eligible to use Form S-3.



 






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



 


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



 


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



 






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



 


		2.4	Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60)
days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120)
days after the effective date of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders
prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all
reasonable efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten
Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C)
in the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result
that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such
Holders a certificate signed by the Chairperson of the Board stating that in the good faith judgment of the Board it would be seriously
detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer
the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more
than thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month
period.



 


ARTICLE 3


 


COMPANY PROCEDURES


 


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



 


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



 


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



 






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		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’
and Underwriters’ 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 and Underwriters may request
in order to facilitate the disposition of the Registrable Securities owned by such Holders;



 


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



 


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



 


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



 


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



 


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



 


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



 


		3.1.10	permit a representative of the Holders (such representative to be selected by a majority of the participating
Holders), the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such
person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees
to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the
Registration; provided, however, that such representatives or Underwriters enter into a confidentiality agreement, in form and substance
reasonably satisfactory to the Company, prior to the release or disclosure of any such information; and provided further, the Company
may not include the name of any Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration Statement
or Prospectus, any amendment or supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference
into such Registration Statement or Prospectus, or any response to any comment letter, without the prior written consent of such Holder
or Underwriter and providing each such Holder or Underwriter a reasonable amount of time to review and comment on such applicable document,
which comments the Company shall include unless contrary to applicable law;



 






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



 


		3.1.12	on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an
opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement
agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of
which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily
included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;



 


		3.1.13	in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting
agreement, in usual and customary form, with the managing Underwriter of such offering;



 


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



 


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



 


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



 


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



 


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



 


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



 






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



 


ARTICLE 4


 


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



 


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



 






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



 


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



 


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



 






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ARTICLE 5


 


MISCELLANEOUS


 


		5.1	Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit
in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested,
(ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail,
telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above
shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the
date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram
or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time
as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the
Company, to: 34 East 51st Street, 5th Floor, New York, New York 10022, and, if to any Holder, at such Holder’s address or contact
information as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time
to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery
of such notice as provided in this Section 5.1.



 


		5.2	Assignment; No Third Party Beneficiaries.



 


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



 


		5.2.2	Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period or
the Forward Purchase Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations
under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted
Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement.



 


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



 


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



 


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



 


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



 


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



 






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



 


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



 


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



 


[Signature Page Follows]


 




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


 	
COMPANY:
	 	 
	 	INFLECTION POINT ACQUISITION CORP., a Cayman Islands exempted company
	 	 	 
	 	By:	/s/ Michael Blitzer
	 	 	Name:  	Michael Blitzer
	 	 	Title: 	Co-Chief Executive Officer



 


	 	HOLDERS:
	 	 	 
	 	
    INFLECTION POINT HOLDINGS LLC, a Cayman Islands limited
liability company 

	 	 
	 	By:	
    Kingstown Capital Management, LP, its manager 

	 	By: 	Kingstown Management GP LLC, its general partner
	 	 	 
	 	By:	/s/ Michael Blitzer
	 	Name: 	Michael Blitzer
	 	Title:	Managing Member
	 	 	 
	
     

     
	KINGSTOWN 1740 FUND, LP a Delaware limited partnership
	 	 	 
	 	By:	/s/ Michael Blitzer
	 	Name:	Michael Blitzer
	 	Title:	Managing Partner 
	 	 	 
	
     
	KINGFISHERS L.P. a Delaware limited partnership
	 	 	 
	 	By:	/s/ Michael Blitzer
	 	Name:	Michael Blitzer
	 	Title:	Managing Partner 


 


[Signature Page to Registration Rights Agreement]


 





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