Exhibit 10.3


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of March 19, 2019, is made and entered into by and
among each of Insurance Acquisition Corp., a Delaware corporation (the “Company”), Insurance Acquisition
Sponsor, LLC, a Delaware limited liability company, and Dioptra Advisors, LLC, a Delaware limited liability company (collectively,
the “Sponsor”), Cantor Fitzgerald & Co., a New York general partnership (“Cantor”)
and the other Initial Stockholders (as defined below) and any person or entity who hereafter becomes a party to this Agreement
pursuant to Section 5.2 of this Agreement (each, a “Holder” and collectively, the “Holders”).


 


RECITALS


 


WHEREAS, the
Company has issued the Sponsor and the other Initial Stockholders an aggregate of 5,163,333 shares (the “Founder Shares”)
of the Company’s Class B common stock, $0.0001 par value per share (the “Class B Common Stock”),
of which an aggregate of 655,000 Founder Shares are subject to forfeiture to the extent that the underwriters of the Company’s
initial public offering (the “IPO”) do not exercise their overallotment option 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”), on the terms and conditions provided in the Company’s amended and restated certificate of incorporation;


 


WHEREAS, the
Sponsor and Cantor have each entered into a unit subscription agreement with the Company (the “Placement Unit Subscription
Agreements”), pursuant to which the Sponsor and Cantor agreed to purchase an aggregate of 425,000 units of the
Company (each, a “Placement Unit” and collectively, the “Placement Units”),
each Placement Unit consisting of one share of Common Stock (each, a “Placement Share” and collectively,
the “Placement Shares”) and one half of one warrant to purchase one share of Common Stock (each, a “Placement
Warrant” and collectively, the “Placement Warrants”) in a private placement transaction
(the “Private Placement”) occurring simultaneously with the closing of the IPO;


 


WHEREAS, in
order to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of
the Sponsor may loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible
into warrants (”Working Capital Warrants”) at a price of $1.00 per warrant; and


 


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


 


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


 


ARTICLE I


DEFINITIONS


 


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


 


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


 






     


     


    

 


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


 


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


 


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


 


“Business
Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking
institutions are generally authorized or required by law or regulation to close in the City of New York, New York.


 


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


 


“Commission”
shall mean the Securities and Exchange Commission.


 


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


 


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


 


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


 


“Demanding
Holders” 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.


 


“Founder
Lock-up Period” shall mean, with respect to the Founder Shares, the period ending (x)(a) with respect to 20% of such
shares, upon consummation of a Business Combination, (b) with respect to 20% of such shares, when the closing price of the Common
Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination,
(c) with respect to 20% of such shares, when the closing price of the Common Stock exceeds $13.50 for any 20 trading days within
a 30-trading day period following the consummation of a Business Combination, (d) with respect to 20% of such shares, when the
closing price of the Common Stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation
of a Business Combination and (e) with respect to 20% of such shares, when the closing price of the Common Stock exceeds $17.00
for any 20 trading days within a 30-trading day period following the consummation of a Business Combination or such earlier date,
in any case, if, following a Business Combination (y) 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.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Pro Rata”
shall have the meaning given in Section 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 materials incorporated by reference in such prospectus.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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.


 


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


 


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, (i) the Holders of a majority-in-interest
of the then outstanding number of Registrable Securities held by the Initial Stockholders, officers or directors of the Company
or their affiliates, or the transferees of the Initial Stockholders, or (ii) Cantor or its designees (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 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) 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, not more than forty five (45) days after the Company’s receipt of the Demand Registration, file a Registration
Statement on Form S-1 or any similar long-form registration statement that may be available at that time (“Form S-1”)
with respect to all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such the Demand
Registration, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the Commission
as soon as practicable thereafter; provided, however, that the Company may use a Registration Statement on Form S-3 or
any successor form thereto if the Company would qualify to use such form within 30 days after the date on which the initial demand
request is given and the Company shall not be required to file such Registration Statement until it is so qualified.
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, including the one (1) Demand
Registration on behalf of Cantor; provided, however, that a Registration shall not be counted for such purposes unless a Registration
Statement 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 Demand Registration have been sold in accordance with Section 3.1 of this Agreement.


 






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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, however,
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, (x) such stop order or injunction is removed, rescinded or otherwise terminated,
and (y) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect
to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days,
of such election; and, provided, further, that the Company shall not be obligated or required to file another Registration Statement
until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration
becomes effective or is subsequently terminated.


 


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


 


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


 






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2.1.5 
Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or
a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right
in their sole discretion to withdraw from a Registration pursuant to such Demand Registration upon written notification to the
Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to 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  Piggy-back Registration.


 


2.2.1 Piggy-back
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, as part of a merger, consolidation or similar transaction or for an offering of securities solely
to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of
the Company, or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing
to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated
filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included
in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if
any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale
of such number of Registrable Securities as such Holders may request in writing within five (5) Business Days after receipt
of such written notice (such Registration a “Piggy-back Registration”). The Company shall, in good faith,
cause such Registrable Securities to be included in such Piggy-back Registration and shall use its best efforts to cause the managing
Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders
pursuant to this subsection 2.2.1 to be included in a Piggy-back Registration on the same terms and conditions as any similar
securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities
in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable
Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary
form with the Underwriter(s) selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the
filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.


 






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


 


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


 


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


 


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


 


2.2.4 Unlimited Piggy-back Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2
hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof; provided,
however, that the rights to demand a Piggy-back Registration under this Section 2.2 shall terminate on the second anniversary of
the consummation of the Business Combination.


 






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2.3 
Registrations on Form S-3. Provided that the Company has qualified for the use of a Registration Statement
on Form S-3 or any successor form thereto, any Holder 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 ten (10) 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 five (5) days after the receipt by the Holder of
the notice from the Company. As soon as practicable thereafter, but not more than thirty (30) days after the Company’s
initial receipt of such written request for a Registration on Form S-3, the Company shall file a Registration Statement on Form
S-3 with respect to the Registrable Securities of such Holder(s) 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, and shall use its reasonable best efforts to cause such Registration Statement to be declared
effective by the Commission as soon as practicable thereafter; provided, however, that the Company shall not be obligated to effect
any such Registration pursuant to Section 2.3 hereof 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. The rights to demand Registration on Form S-3 under this Section 2.3 shall terminate on
the third anniversary of the Business Combination.


 


2.4 
Restrictions on Registration Rights. The Company shall not be obligated to effect any Demand Registration within
180 days after the effective date of a previous Demand Registration or a previous Piggy-back Registration in which
holders of Registrable Securities were permitted to register, and actually sold, 75% of the Registrable Securities requested to
be included therein. The Company may postpone for up to 120 days the filing or effectiveness of (A) a Registration Statement
for a Demand Registration if the Holders have requested an Underwritten Registration and the Company and the Holders
are unable to obtain the commitment of underwriters to firmly underwrite the offer, or (B) a Registration Statement for a Demand
Registration or a Registration on Form S-3 if the Registration Statement is required under applicable law, rule or regulation to
contain (i) financial statements that are unavailable to the Company for reasons beyond the Company’s control, (ii) audited
financial statements as of a date other than the Company’s fiscal year end (unless the Holders requesting Registration agree
to pay the reasonable expenses of this audit), (iii) pro forma financial statements that are required to be included in a registration statement,
or if the Board determines in its reasonable good faith judgment that such Demand Registration would (x) materially interfere
with a significant acquisition, corporate organization or other similar transaction involving the Company, (y) require the Company
to make an Adverse Disclosure or (z) render the Company unable to comply with requirements under the Securities Act or Exchange
Act; provided, that in such event the Holders of a majority-in-interest of the Registrable Securities initiating a Demand Registration shall
be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one
of the permitted Demand Registrations hereunder and the Company shall pay all Registration Expenses in connection
with such Registration. The Company may delay a Demand Registration hereunder only twice in any period of twelve
consecutive months.


  






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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:



 


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


 


3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such
supplements to the Prospectus, as may be requested by any Holder or any Underwriter of Registrable Securities or as may be required
by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules
and regulations thereunder to keep the Registration Statement effective until the earlier of (a) one year following the effective
date of the Registration Statement or (b) until all Registrable Securities covered by such Registration Statement are sold in accordance
with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus and either (i)
any underwriter overallotment option has terminated by its terms or (ii) the underwriters have advised the Company that they will
not exercise such option or any remaining portion thereof;


 


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


 


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


 


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


 


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


 


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


 


3.1.8  at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement
to such Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement
or Prospectus, furnish a copy thereof to each seller of such Registrable Securities and its counsel, including, without limitation,
providing copies promptly upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus.
The Company shall not include the name of any Holder
or any information regarding any Holder in any Registration Statement or Prospectus, any amendment or supplement to such Registration
Statement or Prospectus, any document that is to be incorporated by reference into such Registration Statement or Prospectus, or
any response to any comment letter, without the prior written consent of such Holder and providing each such Holder a reasonable
amount of time to review and comment on such applicable document, which comments the Company shall include unless contrary to applicable
law; 


 






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


 


3.1.10 
in the event of an Underwritten Offering, permit the participating Holders to rely on any “cold comfort” letter
from the Company’s independent registered public accountants provided to the managing Underwriter of such offering;


 


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


 


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


 


3.1.13 
make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at
least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective
date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder,
and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q,
10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act;


 


3.1.14 
if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000,
use its reasonable efforts to make available senior executives of the Company to participate in customary “road show”
presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and


 


3.1.15 
otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the
Holders, in connection with such Registration.


 


3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged
by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such
as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and all 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 is advised in writing by the Company that the use of the Prospectus may be resumed and he, she or it has received
copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants
to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice) and, if so directed
by the Company, each Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies
then in such Holder’s possession, of the Prospectus covering such Registrable Securities at the time of receipt of such notice.
If the continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an
Adverse Disclosure, or would require the inclusion in such Registration Statement of (i) financial statements that are unavailable
to the Company for reasons beyond the Company’s control, (ii) audited financial statements as of a date other than the Company’s
fiscal year end (unless the Holders requesting Registration agree to pay the reasonable expenses of this audit), or (iii)
pro forma financial statements that are required to be included in a registration statement, the Company may, upon
giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such
Registration Statement for no more than 180 days. In the event the Company exercises its rights under the preceding sentence,
the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating
to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the
Holders of the expiration of any period during which it exercised its rights under this Section 3.4.


 






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


 


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


 


ARTICLE IV


INDEMNIFICATION AND CONTRIBUTION


 


4.1  Indemnification.


 


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


 


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


 






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


 


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


 


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


 






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ARTICLE V


MISCELLANEOUS


 


5.1 
Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United
States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested,
(ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery,
electronic mail or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above
shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following
the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail or facsimile,
at such time as it is delivered to the addressee (with the delivery receipt of the intended recipient or the affidavit of messenger)
or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must
be addressed to


 


the Company at:


 


Insurance Acquisition Corp.


2929 Arch Street, Suite 1703


Philadelphia, PA 19104-2870


Attention: Joseph W. Pooler, Jr.

Email: jpooler@cohenandcompany.com


 


with a copy to:


 


Ledgewood


2001 Market Street, Suite 3400


Philadelphia, Pennsylvania 19103


Attention: Mark E. Rosenstein


Email: mrosenstein@ledgewood.com


Facsimile: (215) 735-9450


 


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


 


Any party may change its address for notice
at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective
thirty (30) days after delivery of such notice as provided in this Section 5.1.


 


5.2   Assignment; No Third
Party Beneficiaries.


 


5.2.1 
This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company
in whole or in part. Prior to the expiration of the Founder Lock-up Period or Placement Unit Lock-up Period, as the case may be,
no Holder may assign or delegate his, her or its rights, duties or obligations under this Agreement in whole or in part. Notwithstanding
the above, as it applies to the Registrable Securities, the Holder may transfer such securities during the respective lock-up period
to any Permitted Transferee (as such term is defined in that certain Warrant Agreement between the Company and Continental
Stock Transfer & Trust Company) but only if such Permitted Transferee agrees to become bound by the transfer restrictions set
forth in this Agreement, the Letter Agreement and, if applicable, the Placement Unit Subscription Agreements.


 


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


 


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


 


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


 






    13


     


    

 


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


 


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


 


5.4  Governing
Law; Venue. THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE
OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION. Any legal suit, action or proceeding arising
out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of
the United States or the courts of the State of New York in each case located in the city of New York, and each party irrevocably
submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.


 


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


 


5.6
Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities,
has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company
in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person.


 


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


 


[SIGNATURE PAGES FOLLOW]


 




    14


     


    


 


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





 


	 	COMPANY: 
	 	 
	 	INSURANCE
        ACQUISITION CORP. 

        a
        Delaware corporation

	 	 
	 	By:	/s/
    John M. Butler
	 	Name:	John M. Butler
        

	 	Title:	President and Chief Executive Officer



 


	 	HOLDERS:
	 	 
	 	INSURANCE
        ACQUISITION SPONSOR, LLC

        a
        Delaware limited liability company

        

	 	 
	 	By:	/s/
    Daniel G. Cohen
	 	Name:	Daniel G. Cohen
	 	Title:	Chief Executive Officer


 





	 	DIOPTRA ADVISORS, LLC
	 	a Delaware limited liability company
	 	 
	 	By:	/s/
    Daniel G. Cohen
	 	Name:  	Daniel G. Cohen
	 	Title:  	Chief Executive Officer
















 





	
         

         
	
        CANTOR FITZGERALD & CO.

        a New York general partnership

	 	 
	 	By:	/s/ Mark Kaplan
	 	Name:	Mark Kaplan
	 	Title:	Global COO










 


[Registration Rights Agreement]





 



    15


     


    







 


	 	/s/ Daniel G. Cohen
	 	Daniel G. Cohen, individually
	 	 
	 	/s/ John M. Butler
	 	John M. Butler, individually
	 	 
	 	/s/ Paul Vernhes
	 	Paul Vernhes, individually
	 	 
	 	 /s/ Joseph W. Pooler, Jr.
	 	Joseph W. Pooler, Jr., individually
	 	 
	 	 John C. Chrystal
	 	John C. Chrystal, individually
	 	 
	 	/s/ Stephanie Gould Rabin
	 	Stephanie Gould Rabin, individually
	 	 
	 	/s/ Sasson Posner
	 	Sasson Posner, individually
	 	 
	 	/s/ Joseph M. Scheerer
	 	Joseph M. Scheerer, individually


 





[Registration Rights Agreement]


 






    16


     


    

 


Schedule A





 


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


 


 


17