Exhibit 10.5


 


REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT



 


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


 


RECITALS 


 


WHEREAS, the Sponsor currently owns 5,515,000 Class B ordinary
shares of the Company, par value $0.0001 per share (the “Class B Ordinary Shares”), and the other Holders currently
own an aggregate of 235,000 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 (the “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 [__], 2021, the Company and the Sponsor entered
into that certain Private Placement Warrants Purchase Agreement, pursuant to which the Sponsor agreed to purchase 12,500,000 warrants (the “Private Placement Warrants”), 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 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 $5,000,000 of such loans
may be convertible into an additional 5,000,000 Private Placement Warrants (the “Working Capital Warrants”);
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 Business Combination, (x) if the last reported sales price of the Ordinary Shares equals
or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like)
for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination
or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that
results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.


 


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


 


“Insider Letter” shall mean that certain
letter agreement, dated as of the date hereof, by and between 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 6.1.


 


“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
Warrants Purchase Agreement and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.


 






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


 


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


 


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


 


“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 Warrants (including any Ordinary Shares issued or issuable upon
the exercise of such Private Placement Warrants), (c) the Working Capital Warrants (including any Ordinary Shares issued or issuable upon
the conversion of working capital loans), (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 sub-division or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided,
however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (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.


 


“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.


 






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


 


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


 


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


 


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


 


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


 


“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.


 


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


 


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


 


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


 


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


 


ARTICLE 2 


REGISTRATIONS


 


2.1 Demand Registration.


 


2.1.1 Request for Registration. Subject to the provisions
of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company
consummates the Business Combination, the Holders of at least a majority in interest of the then-outstanding number of Registrable
Securities (the “Demanding Holders”) may make a written demand for Registration of all or part of their
Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration
and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The
Company shall, within 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.


 


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.


 






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2.1.5 Demand Registration Withdrawal. A majority-in-interest
of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting Holders (if any), pursuant to a
Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand


 


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


 


2.2 Piggyback Registration.


 


2.2.1 Piggyback Rights. If, at any time on or after the date
the Company consummates a Business Combination, the Company proposes to file a Registration Statement under the Securities Act with respect
to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities,
for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including,
without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee
share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders,
(iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then
the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but
not less than 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.


 


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, 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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(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.


 


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 SEC such amendments, including
post-effective amendments, and supplements as may be necessary to keep such Shelf continuously effective, available for use and in compliance
with the provisions of the Securities Act until such time as there are no longer any Registrable Securities included on such Shelf. In
the event the Company files a Shelf on Form S-1, the Company shall use its commercially reasonable efforts to convert the Form S-1 to
a Form S-3 as soon as practicable after the Company is eligible to use Form S-3.


 






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


 


2.3.3 At any time and from time to time after a Shelf has been declared
effective by the Commission, 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
shall have the right to select the underwriter(s) for such offering (which shall consist of one or more reputable nationally recognized
investment banks), subject to the Company’s prior approval which shall not be unreasonably withheld, conditioned or delayed. For
purposes of clarity, any Registration effected pursuant to this subsection 2.3.3 shall not be counted as a Registration pursuant
to a Demand Registration effected under Section 2.1 hereof.


 


2.3.4 If the managing Underwriter or Underwriters in an Underwritten
Shelf Takedown, in good faith, advises the Company, the Sponsor 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.


 






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2.3.5 The Sponsor 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, no Registration shall be effected or
permitted and no Registration Statement shall become effective, with respect to any Registrable Securities held by any Holder, until after
the expiration of the Founder Shares Lock-Up Period or the Private Placement Lock-Up Period, as the case may be.


 


2.5 Limitations on Underwriters’ Registration Rights.
Notwithstanding anything herein to the contrary, (i) the underwriters in the Company’s initial public offering may not exercise
their rights under Sections 2.1 and 2.2 after five (5) and seven (7) years after the effective date of the Registration Statement relating
to the Company’s initial public offering, respectively, and (ii) the underwriters in the Company’s initial public offering
may not exercise their rights under Section 2.1 more than one (1) time.


 


ARTICLE 3 


COMPANY PROCEDURES 


 


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


 


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


 


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


 


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


 


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


 


3.1.8 at least five (5) days prior to the filing of any Registration
Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus (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;


 


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


 






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


 


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


 


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


 


3.4 Suspension of Sales; Adverse Disclosure. Upon receipt of
written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith
discontinue disposition of Registrable Securities until 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 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 statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus
or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the
statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit
so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall
be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable
Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant
to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and
each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing
with respect to indemnification of the Company.


 


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


 


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


 


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


 






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ARTICLE 5 


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 a 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.


 


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 years from any such event in respect of any act or omission occurring at
or prior to such event.


 






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5.1.8 For so long as a Sponsor Director serves as a Director of the
Company, the Company shall not amend, alter or repeal any right to indemnification or exculpation covering or benefiting any Director
nominated pursuant to this Agreement as and to the extent consistent with applicable law, whether such right is contained in the Company’s
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).


 


5.1.9 Each Nominee may, but does not need to qualify as “independent”
pursuant to listing standards of the New York Stock Exchange (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 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 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.


 


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: [__], Attention: [__], with copy to: Kirkland & Ellis LLP, 601 Lexington Avenue, New York,
New York 10022, Attention: Christian O. Nagler and Brian Wolfe, 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.


 






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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.


 


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 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.


 






    15


    


    

 


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.


 


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]


 






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


 


	 	COMPANY:
	 	 
	 	ONS ACQUISITION CORP.
	 	 	 
	 	By:	              
	 	Name:	 
	 	Title:	 


 


[Signature Page to Registration and Shareholder
Rights Agreement]


 






     


    


    

 





	 	HOLDERS:



	 	 	 
	 	ONE ACQUISITION MANAGEMENT LLC
	 	 	 
	 	By:	              
	 	Name:	 
	 	Title:	 


 


[Signature Page to Registration and Shareholder
Rights Agreement]


 






     


    


    

 


	 	By:	 
	 	 	[__]


 


[Signature Page to Registration and Shareholder
Rights Agreement]