REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of , 2021, is made and entered into by and among Rose Hill Acquisition Corporation, a Cayman Islands exempted company (the Company), Rose Hill Sponsor LLC, a Delaware limited liability company (the Sponsor), Cantor Fitzgerald & Co. (Cantor) and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (CCM) 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).
WHEREAS, the Sponsor currently owns 5,031,250 Class B ordinary shares of the Company, par value $0.0001 per share (the Class B Ordinary Shares);
WHEREAS, the Class B Ordinary Shares are convertible into the Companys 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 Companys 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 certain Private Placement Warrants Purchase Agreements (the Private Placement Warrants Purchase Agreements), pursuant to which the Sponsor, Cantor and CCM agreed to purchase an aggregate of 5,500,000 warrants (or 6,100,000 warrants if the Underwriters (as defined below) exercise their over-allotment option in full to purchase additional units in connection with the Companys initial public offering) (the Private Placement Warrants), in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering;
WHEREAS, in order to finance the Companys transaction costs in connection with an intended Business Combination (as defined below), the Sponsor or an affiliate of the Sponsor or certain of the Companys officers or directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into an additional 1,200,000 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: