Exhibit 10.3

   

  REGISTRATION AND SHAREHOLDER RIGHTS
    AGREEMENT

   

  THIS REGISTRATION AND
    SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of July 15, 2021, is made and entered into
    by and among ARYA Sciences Acquisition Corp V, a Cayman Islands exempted company (the “Company”), ARYA
    Sciences Holdings V, a Cayman Island exempted limited company (the “Sponsor”), and the undersigned parties
    listed under Holder on the signature page hereto (each such party, including 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
    Sponsor currently owns 3,617,500 shares of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class
        B Ordinary Shares”), and the other Holders currently own an aggregate of 120,000 Class B Ordinary Shares, which were
    received from the Sponsor;

   

  WHEREAS, the
    Class B Ordinary Shares are convertible into the Company’s Class A ordinary shares, par value $0.0001 per share (“Ordinary
        Shares”), at the time of the initial Business Combination on a one-for-one basis, subject to adjustment, on the terms
    and conditions provided in the Company’s amended and restated memorandum and articles of association, as may be amended from
    time to time;

   

  WHEREAS, on
    July 12, 2021, the Company and the Sponsor entered into that certain Private Placement Shares Purchase Agreement, pursuant to which
    the Sponsor agreed to purchase 460,000 Ordinary Shares (or up to 499,000 Ordinary Shares if the Underwriters’ (as defined
    below) option to purchase additional Ordinary Shares in connection with the Company’s initial public offering is exercised
    in full) (the “Private Placement Shares”), in a private placement transaction occurring simultaneously
    with the closing of the Company’s initial public offering;

   

  WHEREAS, in
    order to finance the Company’s transaction costs in connection with an intended Business Combination (as defined below),
    the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers or directors may, but are not obligated to,
    loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into shares of the
    post-Business Combination company at a price of $10.00 per share at the option of the lender (the “Working Capital
        Shares”); 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
      1

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

   

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

   

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

   

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

   

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

   

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

   

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

   

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

   

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

   

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

   

  “Form S-3”
    shall have the meaning given in subsection 2.3.1.

   

  “Founder
        Shares” shall mean the Class B Ordinary Shares and shall be deemed to include the Ordinary Shares issuable upon conversion
    thereof.

   

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

   

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

   

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

   

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

   

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

   

  “Nominee”
    is defined in Section 5.1.1.

   

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

   

  “Permitted
        Transferees” shall mean a 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, the Private Placement Shares Purchase Agreement and any other applicable agreement between
    such Holder and the Company, and to any transferee thereafter.

   

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

   

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

   

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

   

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

   

  “Registrable
        Security” shall mean (a) the Founder Shares (including any Ordinary Shares or other equivalent equity security issued
    or issuable upon the conversion of any such Founder Shares or exercisable for Ordinary Shares), (b) the Private Placement Shares,
    (c) the Working Capital Shares, (d) any outstanding Ordinary Shares or any other equity security (including the Ordinary Shares
    issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement,
    and (e) any other equity security of the Company issued or issuable with respect to any such Ordinary Shares by way of a share
    capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization;
    provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable
    Securities when: (i) a Registration Statement with respect to the sale of such securities shall have become effective under the
    Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration
    Statement; (ii) 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; (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.

   

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

   

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

   

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

   

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

   

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

   

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

   

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

   

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

   

  “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.

   

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

   

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

   

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

   

  “Sponsor
        Director” means an individual elected to the Board that has been nominated by the Sponsor pursuant to this Agreement.

   

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

   

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

   

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

   

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

   

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

   

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

   

  Article
      2

    REGISTRATIONS

  2.1          Demand
      Registration.

   

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

   

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

   

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

   

  
  
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  2.1.4           Reduction
      of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand
    Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the
    dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell,
    taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares,
    if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held
    by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can
    be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method,
    or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable,
    the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as
    follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on
    the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included
    in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting
    Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro
        Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the
    Maximum Number of Securities has not been reached under the foregoing clause (i), the Ordinary Shares or other equity securities
    that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the
    extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares
    or other equity securities of 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. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest
    of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from
    a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and
    the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the
    Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such
    Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration
    Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection
      2.1.5.

   

  2.2         Piggyback
      Registration.

   

  2.2.1           Piggyback
      Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a
    Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations
    exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders
    of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section
      2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan,
    (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering
    of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall
    give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less
    than seven (7) 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 three (3) business
    days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company
    shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts
    to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested
    by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions
    as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable
    Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable
    Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary
    form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection
      2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.3.3.

   

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

   

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

   

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

   

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

   

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

   

  2.3         Shelf
      Registrations.

   

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

   

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

   

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

   

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

   

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

   

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

   

  
  
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  Article
      3

    COMPANY PROCEDURES

   

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

   

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

   

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

   

  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;

   

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

   

  3.1.7           advise
    each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance
    of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening
    of any proceeding for such purpose and promptly use its 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 (other than by way of a document incorporated by reference) 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;

   

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

   

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

   

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

   

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

   

  3.1.15         if
    the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $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; and

   

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

   

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

   

  

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

   

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

   

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

   

  Article
      4

    INDEMNIFICATION AND CONTRIBUTION

  4.1          Indemnification.

   

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

   

  
  
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  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 or alleged untrue
    statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof
    or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make
    the statements therein not misleading, but only to the extent that such untrue statement 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 he, she or 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.

   

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

   

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

   

  Article
      5

    SHAREHOLDER 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
      an initial Business Combination and for so long as the Sponsor holds any Registrable Securities:

   

  5.1.1          The
    Sponsor shall have the right, but not the obligation, to designate three 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 Committee of the Board,
    as applicable, for inclusion in a proxy statement for a meeting of shareholders provided to the Sponsor.

   

  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 shareholders and recommending, supporting and soliciting proxies) so
    that there are three Sponsor Directors serving on the Board at all times.

   

  
  
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  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 shareholders 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 shareholders 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 shareholders 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, the Sponsor 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 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 or the size of the Board shall be increased by one and such vacancy shall be filled with such successor Nominee as
    promptly as practicable following 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 (6) 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 on the Board, the Company shall not amend, alter or repeal any right to indemnification or
    exculpation covering or benefiting any Sponsor Director nominated pursuant to this Agreement as and to the extent consistent with
    applicable law, whether such right is contained in the Company’s amended and restated memorandum and articles of association,
    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).

   

  
  
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  5.1.9           Each
    Nominee may, but does not need to qualify as “independent” pursuant to listing standards of the Nasdaq
    Capital Market (or such other national securities exchange upon which the Company’s securities are then listed).

   

  5.1.10         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 sixty (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, Sponsor
    shall be entitled to propose a different Nominee to the Board within thirty (30) calendar days of the Company’s notice to
    Sponsor of its objection to the Nominee and such replacement Nominee shall be subject to the review process outlined above.

   

  5.1.11       The
    Company shall take all necessary action to cause a Nominee chosen by the Sponsor, at the request of such Nominee to be elected
    to the board of directors (or similar governing body) of each material operating subsidiary of the Company. The Nominee, as applicable,
    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.

   

  
  
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  Article
      6

    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: 51 Astor Place, 10th Floor, New York, New York 1003, Attention: Adam Stone, with copy to; Kirkland
      & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attention: Christian O. Nagler, 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.

   

  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.

   

  
  
    	 	20	 


  

  
     

  

  
   

  

  

  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.

   

  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 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.

   

  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 (1) Holder, solely
      in its capacity as a holder of the shares of the Company, in a manner that is materially different from the other Holders (in
      such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and
      any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under
      this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise
      of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights
      or remedies hereunder or thereunder by such party.

   

  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       Waivers
      and Extensions. Any party to this Agreement may waive any right, breach or default which such
      party has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing,
      is signed by such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has
      arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or
      provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or
      provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver
      or extension of the time for performance of any other obligations or acts.

   

  
  
    	 	21	 


  

  
     

  

  
   

  

  

  6.11       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.

   

  6.12       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.

   

  6.13       Term.
      This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement and (ii) the date as
      of which no Registrable Securities remain outstanding. The provisions of Section 3.5 and Article IV shall survive any termination.

   

  [SIGNATURE PAGES FOLLOW]

   

  
  
    	 	22	 


  

  
     

  

  
   

  

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

   

  	 	COMPANY:
	 	 
	 	ARYA SCIENCES ACQUISITION CORP V
	 	 
	 	By:	/s/ Adam Stone
	 	 	Name:	Adam Stone
	 	 	Title:	Chief Executive Officer
	 	 
	 	HOLDERS:
	 	 
	 	ARYA SCIENCES HOLDINGS V
	 	 
	 	By:	/s/ Adam Stone
	 	 	Name:	Adam Stone
	 	 	Title:	Authorized Signatory


   

  [Signature Page to Registration and Shareholder
      Rights Agreement]

   

  
  
    	 		 


  

  
     

  

  
   

  

  	 	By:	/s/ Todd Wider
	 	 	Todd Wider


   

  [Signature Page to Registration and Shareholder
      Rights Agreement]

   

  
  
    	 		 


  

  
     

  

  
   

  

  	 	By:	/s/ Jake Bauer
	 	 	Jake Bauer


   

  [Signature Page to Registration and Shareholder
      Rights Agreement]

   

  
  
    	 		 


  

  
     

  

  
   

  

  	 	By:	/s/ Sanjiv K. Patel
	 	 	Sanjiv K. Patel


   

  [Signature Page to Registration and Shareholder
      Rights Agreement]

   

  
  
    	 		 


  

  
     

  

  
   

  

  	 	By:	/s/ Debra Yu
	 	 	Debra Yu


   

  [Signature Page to Registration and Shareholder
      Rights Agreement]