Exhibit 10.3


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of November 8, 2021, is made and entered into by and among Liberty Resources Acquisition
Corp., a Delaware corporation (the “Company”), Liberty Fields LLC, a Delaware limited liability company (the “Sponsor”),
and the undersigned parties listed 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 5.2 of this Agreement, a “Holder” and collectively
the “Holders”).


 


RECITALS


 


WHEREAS, the Company and the
Sponsor have entered into that certain Securities Subscription Agreement (the “Founder Shares Purchase Agreement”), dated
as of June 30, 2021, pursuant to which the Sponsor purchased an aggregate of 2,875,000 shares (the “Founder Shares”)
of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), up to 375,000
shares of which will be forfeited to the Company for no consideration depending on the extent to which the underwriters of the Company’s
initial public offering exercise their over-allotment option;


 


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, on November 8,
2021, the Company and the Sponsor entered into that certain Private Placement Unit Purchase Agreement, pursuant to which the Sponsor agreed
to purchase 477,775 units (or up to 530,275 units to the extent the over-allotment option in connection with the Company’s initial
public offering is exercised in full) (the “Sponsor Private Placement Units”), each unit consisting of one share of Common
Stock and one redeemable warrant, each whole warrant exercisable to purchase one share of Common Stock, 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 initial Business Combination (as defined below) the Sponsor or an
affiliate of the Sponsor or certain of the Company’s officers and directors 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 units, each unit consisting of one share of Common Stock and one warrant,
each whole warrant exercisable to purchase one share of Common Stock (“Working Capital Units”);


 


WHEREAS, in order to extend
the period of time the Company has to consummate a Business Combination (defined below) as described in the Prospectus (as defined below),
the Sponsor or its affiliates or designees may, but are not obligated to, loan the Company funds as the Company may require, of which
up to $1,000,000 (or up to $1,150,000 if the over-allotment option is exercised in full) of such loans may be convertible into up to an
additional 100,000 units (or up to 115,000 units if the over-allotment option is exercised in full) at a price of $10.00 per unit at the
option of the lender (the “Extension Units”); 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 Chief 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, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination
with one or more businesses, involving the Company.


 


“Commission” shall mean the Securities
and Exchange Commission.


 


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


 


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


 


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


 


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


 


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


 


“Extension Units” shall have the
meaning given in the Recitals hereto.


 


“Extension Unit
Lock-up Period” shall mean, with respect to Extension Units, including the shares of Common Stock and warrants underlying
the Extension Units, and the shares of Common Stock issued or issuable upon the exercise of the warrants underlying the Extension Units,
that are held by the initial purchasers of such warrants or their Permitted Transferees, the period ending 30 days after the completion
of the Company’s initial Business Combination.


 


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


 


“Form S-3” shall have the meaning given in subsection 2.3.


 


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


 


“Founder
Shares Lock-up Period” shall mean, with respect to the Founder Shares, the period ending on the earlier of
(A) the six-month anniversary of the date of the consummation of the Company’s initial Business Combination or
(B) subsequent to the Company’s initial Business Combination, (x) if the reported last sale price of the Common
Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, right issuances, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period, or (y) the date on which the Company
completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our
stockholders having the right to exchange their shares of common stock for cash, securities or other property.


 






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


 


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


 


“Insider Letter” shall mean
that certain letter agreement, dated as of [ ], 2021, by and among the Cmpany, November 8, 2021, by and among the
Company, the Sponsor and each of the Company’s officers, directors and director nominees.


 


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


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus in the 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 Shares Lock-up Period, Private Placement Lock-up Period, Working Capital Unit Lock-up Period, or Extension
Unit Lock-up Period, as the case may be, under the Insider Letter, this Agreement, and any other applicable agreement between such Holder
and the Company, and to any transferee thereafter.


 


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


 


“Private Placement
Lock-up Period” shall mean, with respect to Private Placement Units, including the shares of Common Stock and warrants underlying
the Private Placement Units, and the shares of Common Stock issued or issuable upon the exercise of the warrants underlying the Private
Placement Units, that are held by the initial purchasers of such warrants or their Permitted Transferees, the period ending 30 days after
the completion of the Company’s initial Business Combination.


 


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


 


“Pro Rata” shall have the meaning given in subsection 2.1.4.


 


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


 


“Registrable
Security” shall mean (a) the Founder Shares and the shares of Common Stock issued or issuable upon the conversion
of any Founder Shares, (b) the Private Placement Units (including the shares of Common Stock and warrants underlying the
Private Placement Units, and the shares of Common Stock issued or issuable upon the exercise of the warrants underlying the Private
Placement Units), (c) any outstanding share of Common Stock or any other equity security (including the shares of Common Stock
issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement,
(d) any Working Capital Units (including the shares of Common Stock and warrants underlying the Working Capital Units, and the
shares of Common Stock issued or issuable upon the exercise of the warrants underlying the Working Capital Units), (e) any
Extension Units (including the shares of Common Stock and warrants underlying the Extension Units, and the shares of Common Stock
issued or issuable upon the exercise of the warrants underlying the Extension Units), and (f) any other equity security of the
Company issued or issuable with respect to any such share of Common Stock by way of a stock dividend or stock split or in connection
with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any
particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement
with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been
sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been
otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been
delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities
Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration
pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission)
(but with no volume or other restrictions or limitations); or (E) such securities have been sold to, or through, a broker,
dealer or underwriter in a public distribution or other public securities transaction.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Working Capital
Unit Lock-up Period” shall mean, with respect to Working Capital Units, including the shares of Common Stock and warrants
underlying the Working Capital Units, and the shares of Common Stock issued or issuable upon the exercise of the warrants underlying the
Working Capital Units, that are held by the initial purchasers of such warrants or their Permitted Transferees, the period ending 30 days
after the completion of the Company’s initial Business Combination.


 






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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, the Holders of at least a majority in interest of the then-outstanding
number of Registrable Securities (the “Demanding Holders”) may make a written demand for Registration under the Securities
Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included
in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”).
The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other
Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a
portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes
all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify
the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the
Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled
to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon
thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration,
the Registration of all Registrable Securities requested by the Demanding 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.


 


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; 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 the majority-in-interest
of the Demanding Holders initiating the Demand Registration.


 






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2.1.4           Reduction of
Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand
Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the
dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell,
taken together with all other 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 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), 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 (iii) third, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), Common Stock or other
equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate
written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.


 


2.1.5         Demand
Registration Withdrawal. 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 an initial Business Combination, the Company proposes to file
a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the
Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof),
other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an
exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that
is convertible into equity securities of the Company 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) 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.


 






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2.2.2           Reduction of Piggyback
Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration,
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 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 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, based on the respective number of Registrable Securities that each Holder has so requested exercising its rights to register
its Registrable Securities, 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;


 


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


 


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


 


2.3            Registrations
on Form S-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the
Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission),
register the resale of any or all of their Registrable Securities on Form S3 or any similar short form registration statement
that may be available at such time (“Form S-3”); provided, however, that the Company shall not be obligated to
effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request
from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written
notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable
Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on
Form S-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from
the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such
written request for a Registration on Form S-3, the Company shall file a Registration Statement relating to 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
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.


 






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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.


 


ARTICLE III


 


COMPANY PROCEDURES


 


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


 


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


 


3.1.2           prepare and file
with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, as may be reasonably requested by the majority-in-interest of the Holders with Registrable Securities registered on such
Registration Statement 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;


 






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


 


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


 


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


 


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


 


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


 


3.1.8            at
least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such
Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or
Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel;


 


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


 


3.1.10        
permit a representative of the Holders (such representative to be selected by a majority of the participating Holders), the
Underwriters, if any, and any attorney or accountant retained by such Holders, or Underwriters 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 representative 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
and provided further, the Company may not include the name of any Holder or Underwriter or any information regarding any Holder or
Underwriter 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 or Underwriter and providing each such Holder or Underwriter 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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3.1.11        obtain a “cold
comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration,
which the participating Holders may rely on, 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 $51,000,000, use its reasonable efforts to make available
senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by
the Underwriter in any Underwritten Offering; and


 


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


 


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


 


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


 


3.4              Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus
contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it
has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby
covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she
or it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or
continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse
Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company
for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders,
delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in
no event more than ninety (90) days in any 12-month period, 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.


 






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


 


ARTICLE IV


 


INDEMNIFICATION AND CONTRIBUTION


 


4.1            Indemnification.


 


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


 


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


 


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.


 






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4.1.4           The indemnification provided
for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified
party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities.


 


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


 


ARTICLE 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 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: 78SW 7th
Street, Suite 500, Miami, FL 33130, Attn: Dato’ Maznah Binti Abdul Jalil, and, if to any Holder, at such Holder’s
address or contact information 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 5.1.


 






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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.


 


5.2.2 Prior to the expiration
of the Founder Shares Lock-up Period, the Private Placement Lockup Period, the Working Capital Unit Lock-up Period, or the Extension Unit
Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement,
in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only
if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of
the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up Period, or the Extension Unit
Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement,
in whole or in part, to any transferee.


 


5.2.3            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.


 


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.


 


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. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES
EXPRESSLY AGREE THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED
TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF
LAW PROVISIONS OF SUCH JURISDICTION AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE
OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.


 


EACH PARTY HERETO ACKNOWLEDGES
AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND,
THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


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


 






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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. 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.


 


5.7            Term.
This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date
as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to
the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated
thereafter by the Commission)) or (B) the Holders of all 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 and without compliance with the current public reporting requirements set forth under Rule 144(i)(2). 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:
	 	 
	 	LIBERTY RESOURCES ACQUISITION CORP.
    a Delaware corporation
	 	 
	 	By: 	 
	 	Name: 	Dato’ Maznah Binti Abdul Jalil 
	 	Title:	Chief Executive Officer
	 	 
	 	HOLDER:
	 	 
	 	LIBERTY FIELDS LLC, a Delaware
    limited liability company
	 	 
	 	By: 	 
	 	Name:	Garry Richard Stein
	 	Title:	Manager
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 


[Signature
Page to Registration Rights Agreement]