Exhibit 10.5


 


REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT


 


THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT
(this “Agreement”), dated as of [•], 2021, is made and entered into by and among Intelligent Medicine Acquisition
Corp., a Delaware corporation (the “Company”), Intelligent Medicine Sponsor LLC, a Delaware limited liability
company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each
such party, together with the Sponsor, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2
of this Agreement, a “Holder” and collectively the “Holders”).


 


RECITALS


 


WHEREAS,
the Company and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of March 8, 2021, pursuant
to which the Sponsor purchased an aggregate of 5,750,000 shares (the “Founder Shares”) of the Company’s
Class B common stock, par value $0.0001 per share;


 


WHEREAS,
the Sponsor subsequently transferred an aggregate of [•] Founder Shares to the other Holders;


 


WHEREAS,
up to an aggregate of 750,000 Founder Shares are subject to forfeiture by the Sponsor if the over-allotment option in connection with
the Company’s initial public offering is not exercised in full;


 


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”), at the time of the initial Business Combination (as defined below) on a one-for-one basis, subject to adjustment,
on the terms and conditions provided in the Company’s amended and restated certificate of incorporation, as may be amended from
time to time;


 


WHEREAS,
on [•], 2021, the Company and the Sponsor entered into that certain Warrant Purchase Agreement, pursuant to which the Sponsor agreed
to purchase 4,000,000 warrants (or up to 4,400,000 warrants if the over-allotment option in connection with the Company’s initial
public offering is exercised in full) (together with all other warrants issued by the Company to the Sponsor on substantially the same
terms, the “Private Placement Warrants”), in a private placement transaction occurring simultaneously with the
closing of the Company’s initial public offering, each Private Placement Warrant entitling the holder to purchase one share of Common
Stock at an exercise price of $11.50 per share; 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 mutual 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 Chief Executive
Officer or any 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.


 


“Block Trade” shall have
the meaning set forth in Section 2.5.


 


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


 


“Commission” shall mean
the U.S. 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 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 amended.


 


“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.


 


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


 


“Founder Shares Lock-Up Period”
shall mean, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the completion of the Company’s
initial Business Combination or (B) subsequent to the Business Combination, (x) if the last reported sale price of the Common
Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like)
for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination
or (y) the date on which 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.


 


“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, its initial stockholders, directors and officers.


 


“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 not misleading or, in the case of a Prospectus, not misleading
in the light of the circumstances under which they were made.


 


“Nominee” shall have
the meaning given in subsection 5.1.1.


 


“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 or Private Placement Lock-Up Period, as the case may be, under the Insider Letter
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 any of the shares of Common Stock issued or issuable upon the exercise or conversion of the Private Placement
Warrants and 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.


 


“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 shares of Common Stock issued or issuable upon the conversion of any Founder Shares, (b) the Private Placement
Warrants (including any shares of the Common Stock issued or issuable upon the exercise of any such Private Placement Warrants), (c) any
outstanding shares of Common Stock or any other equity security (including the shares of Common Stock 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 purchased in the IPO or at any time
thereafter, (d) any equity securities (including the shares of Common Stock 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, 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 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 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 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 Demanding Holder 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.


 


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


 


“Sponsor Director” means
an individual elected to the Board that has been nominated pursuant to Section 5.1.


 


“Underwriter” shall mean
a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering or Block Trade 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.


 


ARTICLE II

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, any Holder that together with its affiliates owns at least 20% in interest of the then-outstanding
number of Registrable Securities (the “Demanding Holder”) may make a written demand for Registration of all
or part of its 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 Holder and Requesting Holders pursuant to such Demand Registration. Under no circumstances
shall the Company be obligated to effect more than three (3) Registrations per eligible Holder pursuant to a Demand Registration
under this subsection 2.1.1; 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.


 






     


     


    

 


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) the Demanding Holder initiating such Demand Registration thereafter affirmatively
elects within five (5) days to continue with such Registration and accordingly notifies the Company in writing of such election within
such five (5)-day period; 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 the Demanding Holder so advises the Company as part of its
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 Demanding Holder 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 Holder and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities
that the Demanding Holder and the Requesting Holders (if any) desire to sell, taken together with all other Common Stock or other equity
securities that the Company desires to sell and the 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 Holder 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 Holder 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 Common Stock 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 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.


 


2.1.5 Demand Registration Withdrawal. The
Demanding Holder 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 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 or 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,
(iv) for a dividend reinvestment plan or (v) a Block Trade, 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.


 


2.2.2 Reduction of Piggyback Registration.
If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises
the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or
number of the shares of Common Stock that the Company desires to sell, taken together with (i) the 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
hereof, and (iii) the 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 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 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;


 


(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 Common Stock 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, 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 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 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.


 






     


     


    

 


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 Registrations on Form S-3. 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”);
provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. 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 Form S-3,
the Company shall promptly give written notice of the proposed Registration on Form S-3 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 on Form S-3 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 Form S-3, 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 Section 2.3 if (i) a Form S-3
is not available for such offering; or (ii) 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.


 


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 Chairman of the Board stating that
in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed in
the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall
have the right to defer such filing for a period of not more than thirty (30) days; provided, however, that the Company shall not defer
its obligation in this manner more than once in any 12-month period. Notwithstanding anything to the contrary contained in this Agreement,
no Registration shall be effected or permitted and no Registration Statement shall become effective, with respect to any Registrable Securities
held by any Holder, until after the expiration of the Founder Shares Lock-Up Period or the Private Placement Lock-Up Period, as the case
may be.


 






     


     


    

 


2.5 Block Trades.


 


2.5.1 Notwithstanding any other provision of this
Article II, but subject to Section 3.4, at any time and from time to time when an effective Form S-3 is on file with the
Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer
commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected
to exceed, in the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by the Demanding Holder,
then such Demanding Holder only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such
offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such
Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block
Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to
facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade.


 


2.5.2 Prior to the filing of the applicable “red
herring” prospectus or prospectus supplement used in connection with a Block Trade, any Demanding Holder initiating such Block Trade
shall have the right to submit a written notification to the Company and the Underwriter or Underwriters (if any) of their intention to
withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration
Expenses incurred in connection with a block trade prior to its withdrawal under this subsection 2.5.2.


 


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


 


2.5.4 The Demanding Holder in a Block Trade shall
have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment
banks).


 


ARTICLE III

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


 






     


     


    

 


3.1.3 prior to filing a Registration Statement or
Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable
Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to
be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated
by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other
documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such
Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;


 


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 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 or its counsel;


 


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, 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;


 


3.1.11 in connection with such Registration, including
in the event of (i) an Underwritten Offering, (ii) a Block Trade or (iii) a sale by a broker, placement agent or sales
agent (subject to broker, placement agent or sales agent providing such certification or representation reasonably requested by the Company’s
independent registered public accounts and the Company’s counsel), obtain a “cold comfort” letter from the Company’s
independent registered public accountants, in customary form and covering such matters of the type customarily covered by “cold
comfort” letters and reasonably satisfactory to a majority-in-interest of the participating Holders and the managing Underwriter,
if any, and the applicable broker, placement agent or sales agent, if any, and;


 






     


     


    

 


3.1.12 in connection with such Registration, including
in the event of (i) an Underwritten Offering, (ii) a Block Trade or (iii) a sale by a broker, placement agent or sales
agent, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion and negative assurance
letter, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the broker,
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, broker, 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 $50,000,000, use its reasonable efforts to make available senior executives
of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in
any Underwritten Offering;


 


3.1.16 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; and


 


3.1.17 upon request of a Holder, the Company shall
(i) authorize the Company’s transfer agent to remove any legend on share certificates of such Holder’s Common Stock restricting
further transfer (or any similar restriction in book entry positions of such Holder) if such restrictions are no longer required by the
Securities Act or any applicable state securities laws or any agreement with the Company to which such Holder is a party, including if
such shares subject to such a restriction have been sold on a Registration Statement, (ii) request the Company’s transfer agent
to issue in lieu thereof shares of Common Stock without such restrictions to the Holder upon, as applicable, surrender of any stock certificates
evidencing such shares of Common Stock, or to update the applicable book entry position of such Holder so that it no longer is subject
to such a restriction, and (iii) use commercially reasonable efforts to cooperate with such Holder to have such Holder’s shares
of Common Stock transferred into a book-entry position at The Depository Trust Company, in each case, subject to delivery of customary
documentation, including any documentation required by such restrictive legend or book-entry notation.


 


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.


 






     


     


    

 


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 shares of the 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 (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions,
to the extent such exemption is available to Holders at such time. Upon the request of any Holder, the Company shall deliver to such Holder
a written certification of a duly authorized officer as to whether it has complied with such requirements.


 


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 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.


 






     


     


    

 


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


 






     


     


    

 



ARTICLE V

STOCKHOLDER RIGHTS


 


5.1 Subject to the terms and conditions of this
Agreement, at any time and from time to time on or after the date that the Company consummates a Business Combination and for so long
as the Sponsor or the future holders of the Founder Shares (or securities into which the Founder Shares convert), as applicable, holds
any Registrable Securities:


 


5.1.1 The Sponsor and the future holders of the Founder
Shares (or securities into which the Founder Shares convert) held by the Sponsor as of the date hereof shall have the right, but not the
obligation, to designate three (3) individuals to be appointed or nominated, as the case may be, for election to the Board (including
any successor, each, a “Nominee”) by giving written notice to the Company on or before the time such information
is reasonably requested by the Board or the Nominating and Corporate Governance Committee of the Board, as applicable, for inclusion in
a proxy statement for a meeting of stockholders.


 


5.1.2 The Company will, as promptly as practicable,
use its best efforts to take all necessary and desirable actions (including, without limitation, calling special meetings of the Board
and the stockholders and recommending, supporting and soliciting proxies) so that the applicable number of Sponsor Directors is serving
on the Board at all times during which the nomination rights provided in Section 5.1.1 are applicable.


 


5.1.3 The Company shall, to the fullest extent permitted
by applicable law, use its best efforts to take all actions necessary to ensure that: (i) each Nominee is included in the Board’s
slate of nominees to the stockholders of the Company for each election of directors; and (ii) each Nominee is included in the proxy
statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company
called with respect to the election of members of the Board, and at every adjournment or postponement thereof, and on every action or
approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board.


 


5.1.4 If a vacancy occurs because of the death, disability,
disqualification, resignation, or removal of a Sponsor Director or for any other reason during the period in which rights provided in
Section 5.1.1 are applicable, the Sponsor or the future holders of the Founder Shares (or securities into which the Founder Shares
convert), as the case may be, shall be entitled to designate such person’s successor, and the Company will, as promptly as practicable
following such designation, use its best efforts to take all necessary and desirable actions, to the fullest extent permitted by law,
within its control such that such vacancy shall be filled with such successor Nominee.


 


5.1.5 If a Nominee is not elected because of such
Nominee’s death, disability, disqualification, withdrawal as a nominee or for any other reason, the Sponsor or the future holders
of the Founder Shares (or securities into which the Founder Shares convert), as the case may be, shall be entitled to designate promptly
another Nominee and the Company will take all necessary and desirable actions within its control such that the director position for which
such Nominee was nominated shall not be filled pending such designation.


 


5.1.6 As promptly as reasonably practicable following
the request of any Sponsor Director, the Company shall enter into an indemnification agreement with such Sponsor Director, in the form
entered into with the other members of the Board. The Company shall pay the reasonable, documented out-of-pocket expenses incurred by
the Sponsor Director in connection with his or her services provided to or on behalf of the Company, including attending meetings or events
attended explicitly on behalf of the Company at the Company’s request.


 


5.1.7 The Company shall (i) purchase directors’
and officers’ liability insurance in an amount determined by the Board to be reasonable and customary and (ii) for so long
as a Sponsor Director serves as a Director of the Company, maintain such coverage with respect to such Sponsor Director; provided that
upon removal or resignation of such Sponsor Director for any reason, the Company shall take all actions reasonably necessary to extend
such directors’ and officers’ liability insurance coverage for a period of not less than six years from any such event in
respect of any act or omission occurring at or prior to such event.


 


5.1.8 For so long as a Sponsor Director serves as
a director of the Company, the Company shall not amend, alter or repeal any right to indemnification or exculpation covering or benefiting
any director nominated pursuant to this Agreement as and to the extent consistent with applicable law, whether such right is contained
in the Company’s certificate of incorporation or bylaws, each as amended, or another document (except to the extent such amendment
or alteration permits the Company to provide broader indemnification or exculpation rights on a retroactive basis than permitted prior
thereto).


 






     


     


    

 


5.1.9 Any Nominee will be subject to the Company’s
customary due diligence process, including its review of a completed questionnaire and a background check. Based on the foregoing, the
Company may object to any Nominee provided (a) it does so in good faith, and (b) such objection is based upon any of the following:
(i) such Nominee was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic
violations and other minor offenses), (ii) such Nominee was the subject of any order, judgment, or decree not subsequently reversed,
suspended or vacated of any court of competent jurisdiction, permanently or temporarily enjoining such proposed director from, or otherwise
limiting, the following activities: (A) engaging in any type of business practice, or (B) engaging in any activity in connection
with the purchase or sale of any security or in connection with any violation of federal or state securities laws, (iii) such Nominee
was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring,
suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in clause (ii)(B),
or to be associated with persons engaged in such activity, (iv) such proposed director was found by a court of competent jurisdiction
in a civil action or by the Commission to have violated any federal or state securities law, and the judgment in such civil action or
finding by the Commission has not been subsequently reversed, suspended or vacated, or (v) such proposed director was the subject
of, or a party to any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended
or vacated, relating to a violation of any federal or state securities laws or regulations. In the event the Board reasonably finds the
Nominee to be unsuitable based upon one or more of the foregoing clauses (i) through (v) and reasonably objects to the identified
director, the Sponsor or the future holders of the Founder Shares (or securities into which the Founder Shares convert), as applicable,
shall be entitled to propose a different nominee to the Board within 30 calendar days of the Company’s notice to Sponsor or the
future holders of the Founder Shares (or securities into which the Founder Shares convert), as applicable, of its objection to the Nominee
and such replacement Nominee shall be subject to the review process outlined above.


 


5.1.10 The Company shall take all necessary action
to cause a Sponsor Director chosen by the Sponsor or the future holders of the Founder Shares (or securities into which the Founder Shares
convert), as the case may be, to be elected to the board of directors (or similar governing body) of each material operating subsidiary
of the Company to the extent requested by the Sponsor or the future holders of the Founder Shares (or securities into which the Founder
Shares convert), as applicable. Such Sponsor Director shall have the right to attend (in person or remotely) any meetings of the board
of directors (or similar governing body or committee thereof) of each subsidiary of the Company.


 


ARTICLE VI

MISCELLANEOUS


 


6.1 Notices. Any notice or communication
under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified,
postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing
evidence of delivery, or (iii) transmission by hand delivery, electronic mail, 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: 9001 Burdette Rd., Bethesda, MD 20817, Attention:
Gregory C. Simon, with copy to: Paul Hastings LLP, Paul Hastings LLP, 200 Park Avenue, New York, NY 10166, Attention: Frank Lopez, and,
if to any Holder, at such Holder’s address or facsimile number 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 6.1.


 


6.2 Assignment; No Third Party Beneficiaries.


 


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


 






     


     


    

 


6.2.2 Prior to the expiration of the Founder Shares
Lock-Up Period or the Private Placement 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 and other applicable agreements.


 


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


 


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


 


6.2.5 No assignment by any party hereto of such party’s
rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received
(i) written notice of such assignment as provided in Section 6.1 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 6.2
shall be null and void.


 


6.3 Severability. This Agreement shall be
deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision,
the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable
provision as may be possible that is valid and enforceable.


 


6.4 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. A signed copy of this Agreement delivered by facsimile,
e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy
of this Agreement.


 


6.5 Entire Agreement. This Agreement (including
all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the
entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations,
understandings, negotiations and discussions between the parties, whether oral or written.


 


6.6 Governing Law; Venue. NOTWITHSTANDING
THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (I) 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 AND (II) THE
VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.


 


6.7 Waiver of Trial by Jury. Each party
hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether
based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions contemplated hereby,
or the actions of the Sponsor in the negotiation, administration, performance or enforcement hereof.


 


6.8 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 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.


 






     


     


    

 


6.9 Titles and Headings. Titles and headings
of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.


 


6.10 Remedies Cumulative. In the event that
the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Holders may proceed
to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement
or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce
any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights,
powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative
and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity,
by statute or otherwise.


 


6.11 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.


 


6.12 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 of the 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]


 






     


     


    










 


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


 


	 	COMPANY:
	 	INTELLIGENT MEDICINE ACQUISITION 

CORP.,
	 	a Delaware corporation
	 	By:	                                                          
	 	Name:	 
	 	Title:	 
	 	 	 
	 	
    HOLDERS:

	 	INTELLIGENT MEDICINE SPONSOR LLC,
	 	a Delaware limited liability company
	 	By:	 
	 	Name:	 
	 	Title:	 



 


[Signature
Page to Registration and Stockholder Rights Agreement]


 






     


     


    

 





	 	
    OTHER HOLDERS:

    

	 	 
	 	 
	 	Gregory C. Simon
	 	 
	 	 
	 	Jack D. Hidary
	 	 
	 	 
	 	Joseph L. Schocken
	 	 
	 	 
	 	Patience Marime-Ball
	 	 
	 	 
	 	Kavita Patel
	 	 
	 	 
	 	Samir N. Khleif, MD
	 	 
	 	 
	 	Geoffrey S. Ling, M.D., Ph.D.
	 	 
	 	 
	 	William A. Haseltine, PhD
	 	 
	 	 
	 	Llew Keltner, MD, PhD
	 	 
	 	 
	 	Jonathan J. Fleming
	 	 
	 	 
	 	Peter S. Knight
	 	 
	 	 
	 	Sue Siegel
	 	 
	 	 
	 	Usama Fayyad


 


[Signature
Page to Registration and Stockholder Rights Agreement]