Exhibit 10.33


 


EXECUTION VERSION


 


AMENDED
AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (this “Agreement”),dated as of October 13, 2020, is made and entered
into by and among each of Insurance Acquisition Corp., a Delaware corporation (the “Company”), Insurance
Acquisition Sponsor, LLC, a Delaware limited liability company, Dioptra Advisors, LLC, a Delaware limited liability company and
INSU PIPE Sponsor, LLC (collectively, the “Sponsor”), Cantor Fitzgerald & Co., a New York general
partnership (“Cantor”) and the other Initial Stockholders (as defined below) and any person or entity
who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder”
and collectively, the “Holders”).


 


RECITALS


 


WHEREAS,
the Company has issued the Sponsor and the other Initial Stockholders an aggregate of 5,163,333 shares (the “Founder
Shares”) of the Company’s Class B common stock, $0.0001 par value per share (the “Class B Common
Stock”);


 


WHEREAS,
the Founder Shares are convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”), on the terms and conditions provided in the Company’s amended and restated certificate of incorporation;


 


WHEREAS,
the Sponsor and Cantor purchased an aggregate of 425,000 units of the Company (each, a “Placement Unit”
and collectively, the “Placement Units”), each Placement Unit consisting of one share of Common Stock
(each, a “Placement Share” and collectively, the “Placement Shares”) and one
half of one warrant to purchase one share of Common Stock (each, a “Placement Warrant” and collectively,
the “Placement Warrants”) in a private placement transaction (the “Private Placement”)
occurring simultaneously with the closing of the Company’s initial public offering (the “IPO”);


 


WHEREAS,
on March 19, 2019, the Company and the Holders entered into a Registration Rights Agreement (the “Original Agreement”),
pursuant to which the Company granted the Holders certain registration rights with respect to certain securities of the Company;


 


WHEREAS,
on the date hereof, upon the closing of the transactions (such transactions, the “Transactions”)
contemplated by that certain Agreement and Plan of Merger, dated as of June 29, 2020 (the “Merger Agreement”),
by and among the Company, IAC Merger Sub, Inc., a Delaware corporation, and Shift Technologies, Inc., a Delaware corporation, the
Founder Shares will be converted into shares of Common Stock, on the terms and conditions provided in the Company’s amended
and restated certificate of incorporation;


 


WHEREAS,
on the date hereof, the Sponsor has purchased an aggregate of 600,000 shares of Common Stock in a transaction exempt from registration
under the Securities Act (such transaction, the “PIPE” and such shares, the “PIPE Shares”);


 


WHEREAS,
in connection with the purchase of the PIPE Shares and the consummation of the Transactions, the Company and the Holders desire
to amend and restate the Original Agreement in order to provide the Holders with registration rights on the terms set forth herein;


 






     


     


    

 


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:


 


“Adverse
Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good
faith judgment of the Board or the Chairman, Chief Executive Officer or principal financial officer of 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
Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking
institutions are generally authorized or required by law or regulation to close in the City of New York, New York.


 


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


 


“Commission” shall mean the Securities and Exchange Commission.


 


“Common
Stock” shall have the meaning given in the Recitals hereto.


 


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


 


“Demand Exercise Notice”
shall have the meaning given in subsection 2.1.2.


 


“Demanding Holders” shall have the meaning given in
subsection 2.1.1(b).


 


“Demand Registration” shall have the meaning given in subsection 2.1.2.


 


“Demand
Registration Period” shall have the meaning given in subsection 2.1.2.


 


“Demand Registration Request”
shall have the meaning given in subsection 2.1.2.


 


“Effectiveness Date” 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.


 


“Filing Date” shall
have the meaning given in subsection 2.1.1(a).


 


“Form S-1” shall
mean Form S-1 for the registration of securities under the Securities Act promulgated by the Commission.


 


“Form S-3” shall
mean Form S-3 for the registration of securities under the Securities Act promulgated by the Commission.


 


“Founder
Lock-up Period” shall mean, with respect to the Founder Shares, the period ending (x)(a) with respect to 20% of
such shares, on the date hereof, (b) with respect to 20% of such shares, when the closing price of the Common Stock exceeds
$12.00 for any 20 trading days within a 30-trading day period following the date hereof, (c) with respect to 20% of such
shares, when the closing price of the Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period
following the date hereof, (d) with respect to 20% of such shares, when the closing price of the Common Stock exceeds $15.00
for any 20 trading days within a 30-trading day period following the date hereof and (e) with respect to 20% of such shares,
when the closing price of the Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following
the date hereof, or (y) in any case, if, after the date hereof, the Company completes a liquidation, merger, capital stock
exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the
right to exchange their shares of Common Stock for cash, securities or other property.


 






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


 


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


 


“Initial Stockholders”
shall mean John C. Chrystal, Stephanie Gould Rabin, Sasson Posner, Joseph M. Scheerer and the Sponsor.


 


“Initiating Holders”
shall have the meaning given in subsection 2.1.2.


 


“IPO” shall have meaning set forth in the Recitals
hereto.


 


“Letter Agreement”
shall mean the letter agreement by and among the Company, certain of the Company’s officers and directors, the Sponsor and
the other Initial Stockholders.


 


“Maximum Number of Securities”
shall have the meaning given in subsection 2.1.3.


 


“Merger Agreement” shall have the meaning set forth
in the Recitals hereto.


 


“Minimum Demand Threshold” shall mean $25,000,000.


 


“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, preliminary Prospectus or Prospectus, or necessary to make the statements in a Registration Statement, preliminary Prospectus
or Prospectus, in light of the circumstances under which they were made, not misleading.


 


“Original Agreement” shall
have the meaning set forth 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 Lock-up Period or Private Placement Unit Lock-up Period, as
the case may be, under the Letter Agreement, the Placement Unit Subscription Agreements and any other applicable agreement between
such Holder and the Company, and to any transferee thereafter.


 


“Piggy-back Registration”
shall have the meaning given in Section 2.2.1.


 


“PIPE” shall have the meaning set forth in the Recitals
hereto.


 


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


 


“Placement
Share” or “Placement Shares” shall have the meaning given in the Recitals hereto.


 


“Placement
Unit Lock-up Period” shall mean, with respect to the Placement Units, Placement Shares, Placement Warrants and
any of the shares of Common Stock issued or issuable upon the exercise of such Placement Warrants, a period terminating 30
days after the date hereof, subject to certain exceptions set forth in the Letter Agreement and the Placement Unit
Subscription Agreements.


 


“Placement Unit” or
“Placement Units” shall have the meaning given in the Recitals hereto.


 


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





 






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


 


“Pro Rata” shall have the
meaning given in Section 2.1.3.


 


“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 materials incorporated by reference in such prospectus.


 


“Prospectus
Date” shall mean the date of the final Prospectus filed with the Commission and relating to the IPO.


 


“Registrable
Security” shall mean (a) the shares of Common Stock issued or issuable upon the conversion of any Founder Shares,
(b) the Placement Warrants (including any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants),
(c) the Placement Shares, (d) the PIPE Shares, and (e) any other equity security of the Company issued or issuable with respect
to any such shares of Common Stock by way of a stock dividend or stock split or in connection with a combination of stock, acquisition,
recapitalization, consolidation, reorganization, stock exchange, stock reconstruction and amalgamation or contractual control
arrangement with, purchasing all or substantially all of the assets of, or engagement in any other similar transaction; provided,
however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (i) if
a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act, at
the earlier of (A) one year following the date the Registration Statement is declared effective or (B) the date that such securities
shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities
may otherwise be transferred, new certificates or book entries credits 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; (iii) such securities shall have ceased to be outstanding; or (iv) 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 and any securities exchange on which the Common Stock is then listed);


 


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


 


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




 


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




 


(E) reasonable
fees and disbursements not to exceed $150,000 of one counsel for the Sponsor and its affiliates, which shall be selected by Cohen
& Company, LLC; and


 


(F) reasonable
fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with
such 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 materials incorporated by reference in such registration
statement.





 






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“Requesting Holder” shall
have the meaning given in subsection 2.1.3.


 


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


 


“Shelf Registrable Securities” shall have
the meaning given in subsection 2.1.1(b).


 


“Shelf Registration Statement” shall have the meaning given
in subsection 2.1.1(a).


 


“Shelf Underwriting” shall have the meaning given in subsection 2.1.1(b).


 


“Shelf Underwriting Notice”
shall have the meaning given in subsection 2.1.1(b).


 


“Shelf Underwriting Request” shall have the meaning
given in subsection 2.1.1(b).


 


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


 


“Transactions” shall have
the meaning set forth in the Recitals.


 


“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 Block Trade”
shall have the meaning given in Section 2.1.1(b).


 


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


 


ARTICLE II


REGISTRATIONS


 


 2.1 Demand Registration.




 


2.1.1 Shelf
Registration Statement. (a) As soon as practicable but no later than fifteen (15) Business Days after the date hereof (the
“Filing Date”), the Company shall prepare and file with (or confidentially submit to) the Commission
a shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Shelf Registration
Statement”) covering the resale of all the Registrable Securities (determined as of two Business Days prior to such
filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement
declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the 60th Business Day (or
80th Business Day if the Commission notifies the Company that it will “review” the Registration Statement) following
the date hereof and (y) 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
earlier date, the “Effectiveness Date”); provided, however, that if the Commission is closed for operations
due to a government shutdown, the Effectiveness Date shall be extended by the same amount of days that the Commission remains closed
for operations. Such Shelf Registration Statement 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. The Company shall maintain
the Shelf Registration Statement 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 Registration Statement continuously effective,
available for use to permit all 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 Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to convert such Shelf
Registration Statement to a Shelf Registration Statement on Form S-3 as soon as practicable after the Company is eligible to use
Form S-3.








 






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(b) Subject
to Section 2.3 and Section 2.4, (i) the Holders of a majority-in-interest of the then outstanding number of Registrable Securities
held by the Initial Stockholders or the transferees of the Initial Stockholders, or (ii) Cantor or its designees (the “Demanding
Holders”), may make a written demand from time to time to elect to sell all or any part of their Registrable Securities,
with a total offering price reasonably expected to exceed, in the aggregate, the Minimum Demand Threshold, pursuant to an Underwritten
Offering pursuant to the Shelf Registration Statement, 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. The Demanding Holders shall make such election
by delivering to the Company a written request (a “Shelf Underwriting Request”) for such Underwritten
Offering specifying the number of Registrable Securities that the Demanding Holders desire to sell pursuant to such Underwritten
Offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days
after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”)
of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration
Statement (“Shelf Registrable Securities”). The Company, subject to Section 2.1.3, shall include in such
Shelf Underwriting (x) the Registrable Securities of the Demanding Holders and (y) the Shelf Registrable Securities of any other
Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Shelf Underwriting
(which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within
five (5) days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event
within fifteen (15) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.3, use its reasonable
best efforts to effect such Shelf Underwriting. The Company shall, at the request of any Demanding Holder or any other Holder of
Registrable Securities registered on such Shelf Registration Statement, file any prospectus supplement or, if the applicable Shelf
Registration Statement is an automatic shelf registration statement, any post-effective amendments and otherwise take any action
necessary to include therein all disclosure and language deemed necessary or advisable by the Demanding Holders or any other Holder
of Shelf Registrable Securities to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective,
the Demanding Holders may request, and the Company shall be required to facilitate, an aggregate of three (3) Shelf Underwritings
pursuant to this subsection 2.1.1(b) with respect to any or all Registrable Securities, including one (1) Shelf Underwriting on
behalf of Cantor; provided, however, that a Shelf Underwriting shall not be counted for such purposes unless a Registration Statement
has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the
Demanding Holders in such Shelf Underwriting have been sold; and provided, further, that the number of Shelf Underwritings the
Demanding Holders shall be entitled to request shall be reduced by each Demand Registration effected for such Demanding Holder
pursuant to Section 2.1.2. Notwithstanding the foregoing, if a Demanding Holder wishes to engage in an underwritten block trade
or similar transaction or other transaction with a 2-day or less marketing period (collectively, “Underwritten Block
Trade”) off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, such Demanding Holder
only needs to notify the Company of the Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence
and the Holders of record of other Registrable Securities shall not be entitled to notice of such Underwritten Block Trade and
shall not be entitled to participate in such Underwritten Block Trade; provided, however, that the Demanding
Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters
prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation
related to the Underwritten Block Trade.


 


2.1.2 Other
Demand Registration. At any time that a Shelf Registration Statement provided for in Section 2.1.1(a) is not
available for use by the Holders following such Shelf Registration Statement being declared effective by the Commission (a
“Demand Registration Period”), subject to this Section 2.1.2 and Section 2.3 and Section
2.4, at any time and from time to time during such Demand Registration Period, the Demanding Holders shall have the right
to make a written demand from time to time to effect one or more registration statements under the Securities Act covering
all or any part of their Registrable Securities, with a total offering price reasonably expected to exceed, in the aggregate,
the Minimum Demand Threshold, by delivering a written demand therefor to the Company, 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. Any
such request by any Demanding Holder pursuant to this Section 2.1.2 is referred to herein as a “Demand
Registration Request,” and the registration so requested is referred to herein as a “Demand
Registration” (with respect to any Demand Registration, the Demanding Holders making such demand for
registration being referred to as the “Initiating Holders”). Subject to Section 2.3, the
Demanding Holders shall be entitled to request (and the Company shall be required to effect) an aggregate of three (3) Demand
Registrations pursuant to this subsection 2.12 with respect to any or all Registrable Securities, including one (1) Demand
Registration on behalf of Cantor; provided, however, that a Demand Registration shall not be counted for such purposes unless
a Registration Statement has become effective and all of the Registrable Securities requested by the Demanding Holders to be
registered on behalf of the Demanding Holders in such Demand Registration have been sold; and provided, further, that the
number of Demand Registrations the Demanding Holders shall be entitled to request shall be reduced by each Shelf Underwriting
effected for such Demanding Holder pursuant to Section 2.1.1(b). The Company shall give written notice (the
“Demand Exercise Notice”) of such Demand Registration Request to each of the Holders of record of
Registrable Securities as promptly as practicable but no later than two (2) Business Days after receipt of the Demand
Registration Request. The Company, subject to Sections 2.3 and 2.4, shall include in a Demand Registration (x)
the Registrable Securities of the Initiating Holders and (y) the Registrable Securities of any other Holder of Registrable
Securities which shall have made a written request to the Company for inclusion in such registration pursuant to Section
2.1.2 (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such
Holder) within five (5) days following the receipt of any such Demand Exercise Notice. The Company shall, as expeditiously as
possible, but subject to Section 2.3, use its reasonable best efforts to (x) file or confidentially submit with the
Commission (no later than (A) sixty (60) days from the Company’s receipt of the applicable Demand Registration Request
if the Demand Registration is on Form S-1 or similar long-form registration or (B) thirty (30) days from the Company’s
receipt of the applicable Demand Registration Request if the Demand Registration is on Form S-3 or any similar short-form
registration), (y) cause to be declared effective as soon as reasonably practicable such registration statement under the
Securities Act that includes the Registrable Securities which the Company has been so requested to register, for distribution
in accordance with the intended method of distribution and (z) if requested by the Initiating Holders, obtain acceleration of
the effective date of the registration statement relating to such registration.


 






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


 


2.1.4 Demand
Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Shelf Underwriting or Demand
Registration, pursuant to a Registration under subsection 2.1.1 or 2.1.2 shall have the right in their sole discretion to
withdraw from a Registration pursuant to such Demand Registration upon written notification to the Company and the
Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to (i) in the case of a
Shelf Underwriting, the filing of a preliminary prospectus supplement setting forth the terms of the Underwritten Offering
with the Commission and (ii) in the case of a Demand Registration, 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 Shelf Underwriting or Demand Registration prior to its withdrawal
under this subsection 2.1.4.


 






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 2.2 Piggy-back Registration.




 


2.2.1 Piggy-back
Rights. If, at any time on or after the date hereof, the Company proposes to file a Registration Statement under the
Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or
exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the
Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1
hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan,
(ii) for an exchange offer, as part of a merger, consolidation or similar transaction or for an offering of securities solely
to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the
Company, or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all
of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing
date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such
offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any,
in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such
number of Registrable Securities as such Holders may request in writing within five (5) Business Days after receipt of such
written notice (such Registration a “Piggy-back Registration”). The Company shall, in good faith,
cause such Registrable Securities to be included in such Piggy-back 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 Piggy-back 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
Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole
discretion.


 


2.2.2 Reduction
of Piggy-back Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggy-back
Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggy-back Registration
in writing that the dollar amount or number of the shares of Common Stock that the Company desires to sell, taken together with
(i) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements
with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which
registration has been requested pursuant to Section 2.2.1 hereof, and (iii) the shares of Common Stock, if any, as to which Registration
has been requested pursuant to separate written contractual piggy- back registration rights of other stockholders of the Company,
exceeds the Maximum Number of Securities, then:


 


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


 


(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 shares of Common Stock or other equity securities, if any, of
such requesting persons or entities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the
extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities
of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, Pro Rata, which can
be sold without exceeding the Maximum Number of Securities (C) third, to the extent that the Maximum Number of Securities has
not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the
Company desires to sell which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common
Stock or other equity securities for the account of other persons or entities that the Company is obligated to register
pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the
Maximum Number of Securities.


 






    8


     


    

 


2.2.3 Piggy-back
Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggy-back 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 Piggy-back Registration prior to the effectiveness of the Registration Statement filed with
the Commission with respect to such Piggy-back Registration. The Company (in its sole discretion or as the result of a request
for withdrawal by persons pursuant to separate written contractual obligations) may postpone or withdraw the filing or effectiveness
of a Piggy-back Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for
the Registration Expenses incurred in connection with the Piggy-back Registration prior to its withdrawal under this subsection
2.2.3.


 


2.2.4 Unlimited
Piggy-back 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 Shelf Underwriting or Demand Registration effected under Section 2.1 hereof; provided,
however, that the rights to demand a Piggy-back Registration under this Section 2.2 shall terminate on the second anniversary of
the date hereof.


 


2.3 Restrictions
on Registration Rights. The Company shall not be obligated to effect any Shelf Underwriting or Demand Registration within
180 days after the effective date of a previous Shelf Underwriting or Demand Registration or a previous Piggy-back
Registration in which holders of Registrable Securities were permitted to register, and actually sold, 75% of the Registrable
Securities requested to be included therein. The Company may postpone for up to 120 days the filing or effectiveness of (A) a
Shelf Underwriting or a Registration Statement for a Demand Registration if 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 (B) a Shelf Underwriting or a Registration Statement for a Demand Registration if the Registration Statement is
required under applicable law, rule or regulation to contain (i) financial statements that are unavailable to the Company for
reasons beyond the Company’s control, (ii) audited financial statements as of a date other than the Company’s
fiscal year end (unless the Holders requesting Registration agree to pay the reasonable expenses of this audit), (iii) pro
forma financial statements that are required to be included in a registration statement, or if the Board determines in its
reasonable good faith judgment that such Shelf Underwriting or Demand Registration would (x) materially interfere with a
significant acquisition, corporate organization or other similar transaction involving the Company, (y) require the Company
to make an Adverse Disclosure or (z) render the Company unable to comply with requirements under the Securities Act or
Exchange Act; provided, that in such event the Holders of a majority-in- interest of the Registrable Securities initiating a
Shelf Underwriting or Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such
Shelf Underwriting or Demand Registration shall not count as one of the permitted Shelf Underwritings or Demand Registrations
hereunder and the Company shall pay all Registration Expenses in connection with such Registration. The Company may delay a
Shelf Underwriting or Demand Registration hereunder only twice in any period of twelve consecutive months.


 


2.4 Lock-Up.
Notwithstanding anything to the contrary in this Agreement, the Company shall not be obligated to effect any Shelf Underwriting,
Demand Registration or Piggy-back Registration of (i) any Founder Shares subject to the Founder Lock-Up Period prior to the Founder
Lock-Up Period applicable to such Founder Shares or (ii) any Placement Units, Placement Shares or Placement Warrants during the
Placement Unit Lock-Up Period. Nothing in this Section 2.4 shall limit the Company’s obligation to register all of the Registrable
Securities, including such Founder Shares, Placement Units, Placement Shares and Placement Warrants, on the Shelf Registration
Statement pursuant to Section 2.1.1(a).


 






    9


     


    

 


ARTICLE III


COMPANY
PROCEDURES


 


3.1 General
Procedures. If at any time on or after the date hereof 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:


 


3.1.1 prepare
and file with the Commission 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 any Holder 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 and either (i) any underwriter overallotment option has terminated by its terms or (ii) the underwriters have
advised the Company that they will not exercise such option or any remaining portion thereof;


 


3.1.3 furnish
without charge to the Underwriters, if any, and each Holder of Registrable Securities included in such Registration, or such Holders’
legal counsel, copies of the Prospectus included in such Registration Statement (including each preliminary Prospectus), and each
amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein),
and such other documents as the Underwriters and each Holder of Registrable Securities included in such Registration or the legal
counsel for any such Holders may reasonably 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
any Holder of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may reasonably 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 reasonably 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 use
commercially reasonable efforts to 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 commercially reasonable best efforts to prevent the issuance of any stop
order or to obtain its withdrawal if such stop order should be issued;





 






    10


     


    

 


3.1.8 at
least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus,
furnish a copy thereof to each seller of such Registrable Securities 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. The
Company shall not include the name of any Holder or any information regarding any Holder 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 and providing each such Holder a reasonable amount of time to review and comment on such applicable document, which comments
the Company shall include unless contrary to applicable law;


 


3.1.9 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 in
the event of an Underwritten Offering, permit the participating Holders to rely on any “cold comfort” letter from the
Company’s independent registered public accountants provided to the managing Underwriter of such offering;


 


3.1.11 in
the event of an Underwritten Offering, permit the participating Holders to rely on any opinion(s) of counsel representing the Company
for the purposes of such Registration issued to the managing Underwriter of such offering covering legal matters with respect to
the Registration;


 


3.1.12 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;


 


3.1.13 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, and which requirement
will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under
the Exchange Act and otherwise complies with Rule 158 under the Securities Act;


 


3.1.14 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


 


3.1.15 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 fees and expenses of legal counsel representing the
Holders in excess or in addition to the legal fees and expenses included as Registration Expenses.


 


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.





 






    11


     


    

 


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 is advised in writing by the Company that the use of the Prospectus may be resumed and 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 reasonably practicable after the time of such notice)
and, if so directed by the Company, each Holder shall deliver to the Company (at the Company’s expense) all copies,
other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable
Securities at the time of receipt of such notice. If the 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 (i) financial statements that are unavailable to the Company for reasons beyond the Company’s
control, (ii) audited financial statements as of a date other than the Company’s fiscal year end (unless the Holders
requesting Registration agree to pay the reasonable expenses of this audit), or (iii) pro forma financial statements that are
required to be included in a registration statement, 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 no more than 180
days. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately
upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection
with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of
any period during which it exercised its rights under this Section 3.4.


 


3.5 Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be reporting
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 Sections
13(a) or 15(d) of the Exchange Act and to promptly upon request by a Holder furnish such Holder with true and complete copies of
such filings. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to
the extent required from time to time to enable such Holder to sell shares of Common Stock held by such Holder without registration
under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, 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.


 


3.6 Limitations
on Registration Rights. Notwithstanding anything herein to the contrary, (i) Cantor may not exercise its rights under Section
2.1 and 2.2 hereunder after five (5) and seven (7) years, respectively, after the effective date of the registration statement
relating to the Company’s IPO and (ii) Cantor may not exercise its rights under Section 2.1 more than one time.


 


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 who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities
and expenses (including reasonable 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.


 






    12


     


    

 


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.


 


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.


 






    13


     


    

 


ARTICLE
V


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 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 of the intended recipient 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 to


 


the Company at:


 


Insurance Acquisition Corp.


2929 Arch Street,
Suite 1703


Philadelphia, PA 19104-2870


Attention: Joseph
W. Pooler, Jr.


Email: jpooler@cohenandcompany.com


 


with a
copy to:


 


Morgan, Lewis & Bockius LLP


101 Park Avenue


New York, NY 10178


Attention: Sean M. Donahue and Jeffrey A. Letalien


Email: sean.donahue@morganlewis.com; jeffrey.letalien@morganlewis.com


 


and to the Holders, at such Holder’s address
referenced in Schedule A.


 


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. Prior to the expiration of the Founder Lock-up Period or Placement Unit Lock-up Period, as the case may be, no Holder
may assign or delegate his, her or its rights, duties or obligations under this Agreement in whole or in part. Notwithstanding
the above, as it applies to the Registrable Securities, the Holder may transfer such securities during the respective lock-up period
to any Permitted Transferee (as such term is defined in that certain Warrant Agreement between the Company and Continental Stock
Transfer & Trust Company) but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth
in this Agreement, the Letter Agreement and, if applicable, the Placement Unit Subscription Agreements.


 


5.2.2 Except as
set forth in subsection 5.2.1 hereof, this Agreement and the rights, duties and obligations of the Holders of Registrable Securities
hereunder may be assigned or delegated by such Holder of Registrable Securities in conjunction with and to the extent of any transfer
of Registrable Securities by any such Holder.





 






    14


     


    

 


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


 


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. THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE
OF 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.


 


5.5 Amendments
and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the then outstanding
Registrable Securities, 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 its capacity as a holder of the shares of capital
stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent
of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or
delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver
of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement
by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 


5.6 Other
Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities or another
purchaser in the PIPE, 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.


 


5.7 Termination.
This Agreement shall terminate upon the earlier of (i) the fifth anniversary of the date hereof or (ii) the date as of which (A)
all of the Registrable Securities have either been sold pursuant to a Registration Statement or cease to be Registrable Securities
(but in no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder) or (B)
the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision)
under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5
and Article IV shall survive any termination.


 


[SIGNATURE PAGES
FOLLOW]


 






    15


     


    

 





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


 


	 	COMPANY:
	 	 	 
	 	INSURANCE ACQUISITION CORP.
	 	a Delaware corporation
	 	 	 
	 	By:	/s/
    John M. Butler
	 	Name: 	John M. Butler
	 	Title:	Chief Executive Officer and President
	 	 	 
	 	HOLDERS:
	 	 	 
	 	INSURANCE ACQUISITION SPONSOR,
    LLC
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/
    Daniel G. Cohen
	 	Name:	Daniel G. Cohen
	 	Title:	Chief Executive Officer
	 	 	 
	 	DIOPTRA
    ADVISORS, LLC
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/
    Daniel G. Cohen
	 	Name:	Daniel G. Cohen
	 	Title:	Chief Executive Officer
	 	 	 
	 	INSU PIPE
    SPONSOR, LLC
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/
    Daniel G. Cohen
	 	Name:	Daniel G. Cohen
	 	Title:	Chief Executive Officer
	 	 	 
	 	CANTOR
    FITZGERALD & CO.
	 	a New York general partnership
	 	 	 
	 	By:	/s/
    Sage Kelly P.P
	 	Name:	Sage Kelly
	 	Title:	Head of Investment Banking
	 	 	 
	 	/s/
    Daniel G. Cohen
	 	Daniel G. Cohen, individually
	 	 	 
	 	/s/
    John M. Butler
	 	John M. Butler, individually
	 	 	 
	 	/s/
    Paul Vernhes
	 	Paul Vernhes, individually
	 	 	 
	 	/s/
    Joseph W. Pooler, Jr.
	 	Joseph W. Pooler, Jr., individually


 


[Signature Page to Amended
and Restated Registration Rights Agreement]





 






    16


     


    

 


	 	/s/
    John C. Chrystal
	 	John C.
    Chrystal, individually
	 	 
	 	/s/
    Stephanie Gould Rabin
	 	Stephanie Gould Rabin,
    individually
	 	 
	 	/s/
    Sasson Posner
	 	Sasson Posner, individually
	 	 
	 	/s/
    Joseph M. Scheerer
	 	Joseph M. Scheerer,
    individually



 


[Signature Page to
Amended and Restated Registration Rights Agreement]


 






    17


     


    

 


Schedule A


 


	Holder	 	Address

	Insurance Acquisition Sponsor, LLC	 	2929 Arch Street, Suite 1703, Philadelphia, PA 19104
	Dioptra Advisors, LLC	 	2929 Arch Street, Suite 1703, Philadelphia, PA 19104
	Daniel G. Cohen	 	3 Columbus Circle, 24th Floor, New York, NY 10019
	John M. Butler	 	2929 Arch Street, Suite 1703, Philadelphia, PA 19104
	Paul Vernhes	 	2929 Arch Street, Suite 1703, Philadelphia, PA 19104
	Joseph W. Pooler, Jr.	 	2929 Arch Street, Suite 1703, Philadelphia, PA 19104
	John C. Chrystal	 	2929 Arch Street, Suite 1703, Philadelphia, PA 19104
	Stephanie Gould Rabin	 	2929 Arch Street, Suite 1703, Philadelphia, PA 19104
	Sasson Posner	 	2929 Arch Street, Suite 1703, Philadelphia, PA 19104
	Joseph M. Scheerer	 	2929 Arch Street, Suite 1703, Philadelphia, PA 19104
	Cantor Fitzgerald & Co.	 	499 Park Avenue, New York, NY 10022





 


 


18