Exhibit 10.2


 


Final Form





 


REGISTRATION RIGHTS
AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”) is entered into as of [_____], 2021, by and among (i) Yunhong International, a Cayman
Islands exempted company, which will be known after the consummation of the transactions contemplated by the Share Exchange Agreement
(as defined below) as “Giga Energy Ltd.” (including any successor entity thereto, “Purchaser”),
(ii) LF International Pte. Ltd., a Republic of Singapore company, in the capacity under the Share Exchange Agreement as the Purchaser
Representative (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”),
and (iii) the undersigned parties listed as Investors on Exhibit A hereto (each, an “Investor” and collectively,
the “Investors”).


 


WHEREAS, on May 14,
2021, Purchaser, the Purchaser Representative and the Investors entered into that certain Share Exchange Agreement (as amended from time
to time in accordance with the terms thereof, the “Share Exchange Agreement”), by and among Purchaser, the Purchaser
Representative, Giga Energy Inc., a corporation formed under the laws of the Province of British Columbia, Canada (the “Company”),
each of the shareholders of the Company named therein, including the Investors, subject to the terms and conditions thereof, Purchaser
will acquire from the Investors all of the issued and outstanding equity interests of the Company in exchange for Purchaser Ordinary Shares,
a portion of which will be set aside in escrow and held in an escrow account in accordance with the terms and conditions of the Share
Exchange Agreement and the Escrow Agreement;


 


WHEREAS, in connection
with the consummation of the transactions contemplated by the Share Exchange Agreement, certain of the Investors (the “Lock-Up
Investors”) are each entering into a Lock-Up Agreements (as amended from time to time in accordance with the terms thereof,
each a “Lock-Up Agreement”), with Purchaser and the Purchaser Representative, pursuant to which each Lock-Up
Investor has agreed not to transfer its Exchange Shares, for a certain period of time after the Closing (subject to earlier release upon
certain events) or to transfer their Escrow Shares while such shares are held in escrow under the Escrow Agreement; and


 


WHEREAS, the parties
desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of the Exchange Shares.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.                  
DEFINITIONS. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term
in the Share Exchange Agreement. The following capitalized terms used herein have the following meanings:


 


“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Company”
is defined in the recitals to this Agreement.


 


“Demand Registration”
is defined in Section 2.1.1.


 


“Demanding Holder”
is defined in Section 2.1.1.


 


“Dispute”
is defined in Section 6.10.


 






     


     


    

 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as
the same shall be in effect at the time.


 


“Founder Registration
Rights Agreement” means that certain Registration Rights Agreement, dated as of February 12, 2020 by and between Purchaser
and LF International Pte. Ltd., as it may be amended in accordance with the terms thereof.


 


“Founder Securities”
means those securities included in the definition of “Registrable Securities” specified in the Founder Registration Rights
Agreement.


 


“Indemnified Party”
is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


“Investor(s)”
is defined in the preamble to this Agreement, and include any transferee of the Registrable Securities (so long as they remain Registrable
Securities) of an Investor permitted under this Agreement and with respect to a Lock-Up Investor, its Lock-Up Agreement.


 


“Investor Indemnified
Party” is defined in Section 4.1.


 


“Lock-Up Agreement”
is defined in the recitals to this Agreement.


 


“Lock-Up Investors”
is defined in the recitals to this Agreement.


 


“Maximum Number
of Securities” is defined in Section 2.1.4.


 


“Piggy-Back Registration”
is defined in Section 2.2.1.


 


“Pro Rata”
is defined in Section 2.1.4.


 


“Proceeding”
is defined in Section 6.11.


 


“Purchaser”
is defined in the preamble to this Agreement, and shall include Purchaser’s successors by merger, acquisition, reorganization or
otherwise.


 


“Purchaser Representative”
is defined in the preamble to this Agreement.


 


“Purchaser UPO”
means the option issued to Maxim Group, LLC and/or its designee to purchase up to 345,000 Purchaser Public Units at a price of $12.25
per unit.


 


“Register,”
 “Registered” and “Registration” 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.


 


“Registrable
Securities” means all of the Exchange Shares (including any shares held in escrow as Escrow Shares). Registrable
Securities include any warrants, share capital or other securities of Purchaser issued as a dividend or other distribution with
respect to or in exchange for or in replacement of such Exchange Shares. As to any particular Registrable Securities, 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 them
not bearing a legend restricting further transfer shall have been delivered by Purchaser and subsequent public distribution of them
shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding or (d) the
Registrable Securities are freely saleable under Rule 144 without volume limitations. Notwithstanding anything to the contrary
contained herein, a Person shall be deemed to be an “Investor holding Registrable Securities” under this Agreement only
if they are an Investor or a transferee of the Registrable Securities (so long as they remain Registrable Securities) of any
Investor permitted under this Agreement and any applicable Lock-Up Agreement.


 






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“Registration
Statement” means a registration statement filed by Purchaser with the SEC in compliance with the Securities Act and the
rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations exercisable
or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4, Form F-4 or Form S-8, or
their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of
another entity).


 


“Resolution Period”
is defined in Section 6.10.


 


“Rule 144”
means Rule 144 promulgated under the Securities Act or any successor rule thereto.


 


“SEC”
means the United States Securities and Exchange Commission or any successor thereto.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same
shall be in effect at the time.


 


“Share Exchange
Agreement” is defined in the recitals to this Agreement.


 


“Short Form Registration”
is defined in Section 2.3.


 


“Specified Courts”
is defined in Section 6.11.


 


“Underwriter”
means 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.


 


“UPO Securities”
means the Purchaser Ordinary Shares or other securities registrable pursuant to the terms of the Purchaser UPO.


 


2.                  
REGISTRATION RIGHTS.


 


2.1              
Demand Registration.


 


2.1.1          Request
for Registration. Subject to Section 2.4, at any time and from time to time after the Closing Date, Investors holding a
majority-in-interest of the Registrable Securities then issued and outstanding may make a written demand for registration under the
Securities Act of all or part of their Registrable Securities (a “Demand Registration”). Any demand for a
Demand Registration shall specify the number of Registrable Securities proposed to be sold and the intended method(s) of
distribution thereof. Within thirty (30) days following receipt of any request for a Demand Registration, Purchaser will notify all
other Investors holding Registrable Securities of the demand, and each Investor holding Registrable Securities who wishes to include
all or a portion of such Investor’s Registrable Securities in the Demand Registration (each such Investor including shares of
Registrable Securities in such registration, a “Demanding Holder”) shall so notify Purchaser within
fifteen (15) days after the receipt by the Investor of the notice from Purchaser. Upon any such request, the Demanding Holders shall
be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the
provisos set forth in Section 3.1.1. Purchaser shall not be obligated to effect more than an aggregate of three (3) Demand
Registrations under this Section 2.1.1 in a twelve month period in respect of all or part of their Registrable Securities.
Notwithstanding anything in this Section 2 to the contrary, Purchaser shall not be obligated to effect a Demand Registration, (i) if
a Piggy-Back Registration had been available to the Demanding Holder(s) within the one hundred twenty (120) days preceding the date
of request for the Demand Registration, (ii) within sixty (60) days after the effective date of a previous registration effected
with respect to the Registrable Securities pursuant this Section 2.1 or (iii) during any period (not to exceed one hundred
eighty (180) days) following the closing of the completion of an offering of securities by Purchaser if such Demand Registration
would cause Purchaser to breach a “lock-up” or similar provision contained in the underwriting agreement for such
offering


 






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2.1.2         
Effective Registration. A registration will not count as a Demand Registration until the Registration Statement filed with
the SEC with respect to such Demand Registration has been declared effective and Purchaser has complied with all of its obligations under
this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering
of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the SEC or any other
governmental agency or court, the Registration Statement with respect to such Demand Registration will 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 thereafter elect to continue the offering; provided, further, that Purchaser shall not be obligated to file a
second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated.


 


2.1.3         
Underwritten Offering. If a majority-in-interest of the Demanding Holders so elect and advise Purchaser as part of their
written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in
the form of an underwritten offering. In such event, the right of any Demanding Holder to include its Registrable Securities in such registration
shall be conditioned upon such Demanding Holder’s participation in such underwriting and the inclusion of such Demanding Holder’s
Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their Registrable
Securities through such underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters
selected for such underwriting by a majority-in-interest of the Investors initiating the Demand Registration.


 


2.1.4          Reduction
of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering
advises Purchaser and the Demanding Holders in writing that the dollar amount or number of Registrable Securities which the
Demanding Holders desire to sell, taken together with all other Purchaser Ordinary Shares or other securities which Purchaser
desires to sell and the Purchaser Ordinary Shares or other securities, if any, as to which registration by Purchaser has been
requested pursuant to written contractual piggy-back registration rights held by other security holders of Purchaser who desire to
sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such 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 securities, as applicable, the “Maximum Number of Securities”), then
Purchaser shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been
requested by the Demanding Holders and the Founder Securities and UPO Securities for the account of any Persons who have exercised
demand registration rights pursuant to the Founder Registration Rights Agreement and the Purchaser UPO during the period under which
the Demand Registration hereunder is ongoing (all pro rata in accordance with the number of securities that each applicable Person
has requested be included in such registration, regardless of the number of securities held by each such Person, as long as they do
not request to include more securities than they own (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), Registrable Securities of Investors as to which
registration has been requested pursuant to Section 2.2, Founder Securities and UPO Securities as to which registration has
been requested pursuant to the written contractual piggy-back registration rights under the Founder Registration Rights Agreement,
Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration,
that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clause (i) and (ii), the Purchaser Ordinary Shares or other securities that
Purchaser desires to sell that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Purchaser Ordinary Shares
or other securities for the account of other Persons that Purchaser is obligated to register pursuant to written contractual
arrangements with such Persons and that can be sold without exceeding the Maximum Number of Securities. In the event that Purchaser
securities that are convertible into Purchaser Ordinary Shares are included in the offering, the calculations under this Section
2.1.4 shall include such Purchaser securities on an as-converted to Purchaser Ordinary Share basis.


 


2.1.5         
Withdrawal. If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled
to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw
from such offering by giving written notice to Purchaser and the Underwriter or Underwriters of their request to withdraw prior to the
effectiveness of the Registration Statement filed with the SEC with respect to such Demand Registration. If the majority-in-interest of
the Demanding Holders withdraws from a proposed offering relating to a Demand Registration in such event, then such registration shall
not count as a Demand Registration provided for in Section 2.1.


 






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2.2              
Piggy-Back Registration.


 


2.2.1          Piggy-Back
Rights. Subject to Section 2.4, if at any time after the Closing Date Purchaser proposes to file a Registration Statement
under the Securities Act with respect to the Registration of or an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities, by Purchaser for its own account or for security holders of
Purchaser for their account (or by Purchaser and by security holders of Purchaser including pursuant to Section 2.1), 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 Purchaser’s existing shareholders, (iii) for an offering of debt that is convertible
into equity securities of Purchaser or (iv) for a dividend reinvestment plan, then Purchaser shall (x) give written notice of such
proposed filing to Investors holding Registrable Securities as soon as practicable but in no event less than ten (10) days before
the anticipated filing date, which notice shall 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, of the offering, and
(y) offer to Investors holding Registrable Securities in such notice the opportunity to register the sale of such number of
Registrable Securities as such Investors may request in writing within five (5) days following receipt of such notice (a
 “Piggy-Back Registration”). To the extent permitted by applicable securities laws with respect to such
registration by Purchaser or another demanding shareholder, Purchaser shall cause such Registrable Securities to be included in such
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 to be included in a Piggy-Back Registration on the same terms and conditions as any
similar securities of Purchaser and to permit the sale or other disposition of such Registrable Securities in accordance with the
intended method(s) of distribution thereof. All Investors holding Registrable Securities proposing to distribute their securities
through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in
customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.


 


2.2.2         
Reduction of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten
offering advises Purchaser and Investors holding Registrable Securities proposing to distribute their Registrable Securities through such
Piggy-Back Registration in writing that the dollar amount or number of Purchaser Ordinary Shares or other Purchaser securities which Purchaser
desires to sell, taken together with the Purchaser Ordinary Shares or other Purchaser securities, if any, as to which registration has
been demanded pursuant to written contractual arrangements with Persons other than the Investors hereunder, the Registrable Securities
as to which registration has been requested under this Section 2.2, and the Purchaser Ordinary Shares or other Purchaser securities,
if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other security
holders of Purchaser, exceeds the Maximum Number of Securities, then Purchaser shall include in any such registration:


 


(a)              
If the registration is undertaken for Purchaser’s account: (i) first, the Purchaser Ordinary Shares or other securities
that Purchaser desires to sell 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), Registrable Securities of Investors as to which registration
has been requested pursuant to this Section 2.2 and Founder Securities and UPO Securities as to which registration has been requested
pursuant to the written contractual piggy-back registration rights under the Founder Registration Rights Agreement and the Purchaser UPO,
Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that
can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clauses (i) and (ii),the Purchaser Ordinary Shares or other equity securities for the account of other
Persons that Purchaser is obligated to register pursuant to separate written contractual arrangements with such Persons (other than this
Agreement or the Founder Registration Rights Agreement) that can be sold without exceeding the Maximum Number of Securities;


 


(b)               If
the registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to Section
2.1: (i) first, the Purchaser Ordinary Shares or other securities for the account of the Demanding Holders and the Founder
Securities and UPO Securities for the account of any Persons who have exercised demand registration rights pursuant to the Founder
Registration Rights Agreement or the Purchaser UPO during the period under which the Demand Registration hereunder is ongoing, Pro
Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, 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), Registrable Securities of Investors as to which registration has been requested
pursuant to Section 2.2 and the Founder Securities and UPO Securities as to which registration has been requested pursuant to
the written contractual piggy-back registration rights under the Founder Registration Rights Agreement or the Purchaser UPO, Pro
Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that
can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has
not been reached under the foregoing clauses (i) and (ii), the Purchaser Ordinary Shares or other securities that Purchaser desires
to sell that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (i), (ii), and (iii), the Purchaser Ordinary Shares or other equity
securities for the account of other Persons that Purchaser is obligated to register pursuant to separate written contractual
arrangements with such Persons (other than this Agreement or the Founder Registration Rights Agreement) that can be sold without
exceeding the Maximum Number of Securities;


 






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(c)              
If the registration is a “demand” registration undertaken at the demand of holders of Founder Securities under
the Founder Registration Rights Agreement: (i) first, the Founder Securities for the account of the demanding holders under the Founder
Registration Rights Agreement and the Registrable Securities for the account of Demanding Holders who have exercised demand registration
rights pursuant to Section 2.1 during the period under which the demand registration under the Founder Registration Rights Agreement
is ongoing, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration,
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), Registrable Securities of Investors as to which registration has been requested pursuant
to this Section 2.2 and the Founder Securities and UPO Securities as to which registration has been requested pursuant to the written
contractual piggy-back registration rights under the Founder Registration Rights Agreement or the Purchaser UPO, Pro Rata among the holders
thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding
the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (i) and (ii), the Purchaser Ordinary Shares or other securities that Purchaser desires to sell that can be sold without exceeding
the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clauses (i), (ii) and (iii), the Purchaser Ordinary Shares or other equity securities for the account of other Persons that
Purchaser is obligated to register pursuant to separate written contractual arrangements with such Persons (other than this Agreement
or the Founder Registration Rights Agreement) that can be sold without exceeding the Maximum Number of Securities;


 


(d)               If
the registration is a “demand” registration undertaken at the demand of holders of UPO Securities, (i) first, the UPO
Securities for the account of the demanding holders under the Purchaser UPO and the Registrable Securities for the account of
Demanding Holders who have exercised demand registration rights pursuant to Section 2.1 during the period under which the
demand registration under the Purchaser UPO is ongoing, Pro Rata among the holders thereof based on the number of securities
requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities;
(ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i), Registrable
Securities of Investors as to which registration has been requested pursuant to this Section 2.2 and Founder Securities and
UPO Securities as to which registration has been requested pursuant to the written contractual piggy-back registration rights under
the Founder Registration Rights Agreement or the Purchaser UPO, Pro Rata among the holders thereof based on the number of securities
requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities;
(iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the
Purchaser Ordinary Shares or other securities that Purchaser desires to sell that can be sold without exceeding the Maximum Number
of Shares; (iv) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii)
and (iii), the Purchaser Ordinary Shares or other securities for the account of other Persons that Purchaser is obligated to
register pursuant to written contractual arrangements with such Persons and that can be sold without exceeding the Maximum Number of
Shares; and


 


(e)              
If the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding
Holders under Section 2.1, the holders of Founder Securities and UPO Securities exercising demand registration rights under the
Founder Registration Rights Agreement or the Unit Purchase Agreement: (i) first, the Purchaser Ordinary Shares or other securities for
the account of the demanding Persons 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), Registrable Securities of Investors as to which
registration has been requested pursuant to this Section 2.2 and Founder Securities and UPO Securities as to which registration has been
requested pursuant to the written contractual piggy-back registration rights under the Founder Registration Rights Agreement or the Purchaser
UPO, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration,
that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (i) and (ii), the Purchaser Ordinary Shares or other securities that Purchaser desires
to sell that can be sold without exceeding the Maximum Number of Securities; (iv) fourth, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (i), (ii) and (iii), the Purchaser Ordinary Shares or other equity securities for the
account of other Persons that Purchaser is obligated to register pursuant to separate written contractual arrangements with such Persons
(other than this Agreement or the Founder Registration Rights Agreement) that can be sold without exceeding the Maximum Number of Securities.


 


In the event that Purchaser
securities that are convertible into Purchaser Ordinary Shares are included in the offering, the calculations under this Section 2.2.2
shall include such Purchaser securities on an as-converted to Purchaser Ordinary Share basis.


 


2.2.3         
Withdrawal. Any Investor holding Registrable Securities may elect to withdraw such Investor’s request for inclusion
of Registrable Securities in any Piggy-Back Registration by giving written notice to Purchaser of such request to withdraw prior to the
effectiveness of the Registration Statement. Purchaser (whether on its own determination or as the result of a withdrawal by Persons making
a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of
such Registration Statement without any liability to the applicable Investor, subject to the next sentence and the provisions of Section
4. Notwithstanding any such withdrawal, Purchaser shall pay all expenses incurred in connection with such Piggy-Back Registration
as provided in Section 3.3 by Investors holding Registrable Securities that requested to have their Registrable Securities included
in such Piggy-Back Registration.


 






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2.3               Short
Form Registration. After the Closing, subject to Section 2.4, Investors holding Registrable Securities may at any time
and from time to time, request in writing that Purchaser register the resale of any or all of such Registrable Securities on Form
S-3 or F-3 or any similar short-form registration which may be available at such time (“Short Form
Registration”); provided, however, that Purchaser shall not be obligated to effect such request through an
underwritten offering. Upon receipt of such written request, Purchaser will promptly give written notice of the proposed
registration to all other Investors holding Registrable Securities, and, as soon as practicable thereafter, effect the registration
of all or such portion of such Investors’ Registrable Securities as are specified in such request, together with all or such
portion of the Registrable Securities, if any, of any other Investors joining in such request as are specified in a written request
given within fifteen (15) days after receipt of such written notice from Purchaser; provided, however, that Purchaser shall not be
obligated to effect any such registration pursuant to this Section 2.3: (i) if Short Form Registration is not available to
Purchaser for such offering; or (ii) if Investors holding Registrable Securities, together with the holders of any other securities
of Purchaser entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any)
at any aggregate price to the public of less than $1,000,000. Registrations effected pursuant to this Section 2.3 shall not
be counted as Demand Registrations effected pursuant to Section 2.1.


 


2.4              
Registration Statement Covering Resale of Registrable Securities. The Company shall prepare and file or cause to be prepared and
filed with the Commission, no later than sixty (60) days following the Closing Date (the “Filing Deadline”), a Registration
Statement for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act or any successor thereto registering
the resale from time to time by holders of all of the Registrable Securities held by the Holders (the “Resale Shelf Registration
Statement”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by the Company
at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale). If the Resale
Shelf Registration Statement is initially filed on Form S-1 and thereafter the Company becomes eligible to use Form S-3 for secondary
sales, the Company shall, as promptly as practicable, cause such Resale Shelf Registration Statement to be amended, or shall file a new
replacement Resale Shelf Registration Statement, such that the Resale Shelf Registration Statement is on Form S-3. The Company shall use
commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing,
but in no event later than thirty (30) days following the Filing Deadline (the “Effectiveness Deadline”); provided, however,
that the Effectiveness Deadline shall be extended to sixty (90) days after the Filing Deadline if the Registration Statement is reviewed
by, and receives comments from, the Commission; provided, however, that the Company’s obligations to include the Registrable Securities
held by a holder in the Resale Shelf Registration Statement are contingent upon such holder furnishing in writing to the Company such
information regarding the holder, the securities of the Company held by the holder and the intended method of disposition of the Registrable
Securities as shall be reasonably requested by the Company to effect the registration of the Registrable Securities, and the holder shall
execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder
in similar situations. Once effective, the Company shall use commercially reasonable efforts to keep the Resale Shelf Registration Statement
and Prospectus included therein continuously effective and to be supplemented and amended to the extent necessary to ensure that such
Registration Statement is available or, if not available, to ensure that another Registration Statement is available, under the Securities
Act at all times until the earliest of (i) the date on which all Registrable Securities and other securities covered by such Registration
Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement and
(ii) the date on which all Registrable Securities and other securities covered by such Registration Statement have ceased to be Registrable
Securities. The Registration Statement filed with the Commission pursuant to this subsection 2.3.1 shall contain a Prospectus in such
form as to permit any holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar
provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement (subject
to lock-up restrictions under the Lock-up Agreement and the Release Date under the IPO Escrow Agreement), and shall provide that such
Registrable Securities may be sold pursuant to any method or combination of methods legally available to, and requested by, holders of
the Registrable Securities.


 


2.5              
Restriction of Offerings. Notwithstanding anything to the contrary contained in this Agreement, the Investors shall not
be entitled to request, and Purchaser shall not be obligated to effect, or to take any action to effect, any registration (including
any Demand Registration or Piggy-Back Registration) pursuant to this Section 2 with respect to any Registrable Securities (i)
held by a Lock-Up Investor during the Lock-Up Period (as such term is defined in such Lock-Up Investor’s Lock-Up Agreement), or
(ii) that are Escrow Shares while they are held in the Escrow Account in accordance with the Escrow Agreement and not distributed to
the Investors.


 






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3.                  
REGISTRATION PROCEDURES.


 


3.1              
Filings; Information. Whenever Purchaser is required to effect the registration of any Registrable Securities pursuant to
Section 2, Purchaser shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance
with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:


 


3.1.1         
Filing Registration Statement. Purchaser shall use its best efforts to, as expeditiously as possible after receipt of a
request for a Demand Registration pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for
which Purchaser then qualifies or which counsel for Purchaser shall deem appropriate and which form shall be available for the sale of
all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use
its best efforts to cause such Registration Statement to become effective and use its best efforts to keep it effective for the period
required by Section 3.1.3; provided, however, that Purchaser shall have the right to defer any Demand Registration
for up to ninety (90) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration
to which such Piggy-Back Registration relates, in each case if Purchaser shall furnish to Investor requesting to include their Registrable
Securities in such registration a certificate signed by the President, Chief Executive Officer or Chairman of Purchaser stating that,
in the good faith judgment of the Board of Directors of Purchaser, it would be materially detrimental to Purchaser and its shareholders
for such Registration Statement to be effected at such time; provided further, however, that Purchaser shall not have the right to exercise
the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder.


 


3.1.2         
Copies. Purchaser shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto,
furnish without charge to Investors holding Registrable Securities included in such registration, and such Investors’ 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 Investors holding Registrable Securities included in such registration
or legal counsel for any such Investors may request in order to facilitate the disposition of the Registrable Securities owned by such
Investors.


 


3.1.3         
Amendments and Supplements. Purchaser shall prepare and file with the SEC such amendments, including post-effective amendments,
and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration
Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities
covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such
Registration Statement or such securities have been withdrawn or until such time as the Registrable Securities cease to be Registrable
Securities as defined by this Agreement.


 


3.1.4          Notification.
After the filing of a Registration Statement, Purchaser shall promptly, and in no event more than three (3) Business Days after such
filing, notify Investors holding Registrable Securities included in such Registration Statement of such filing, and shall further
notify such Investors promptly and confirm such advice in writing in all events within three (3) Business Days after the occurrence
of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such
Registration Statement becomes effective; (iii) the issuance or threatened issuance by the SEC of any stop order (and Purchaser
shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the SEC
for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or
of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein not misleading, and promptly make available to Investors holding Registrable Securities included in such Registration
Statement any such supplement or amendment; except that before filing with the SEC a Registration Statement or prospectus or any
amendment or supplement thereto, Purchaser shall furnish to Investors holding Registrable Securities included in such Registration
Statement and to the legal counsel for any such Investors, copies of all such documents proposed to be filed sufficiently in advance
of filing to provide such Investors and legal counsel with a reasonable opportunity to review such documents and comment thereon,
and Purchaser shall not file any Registration Statement or prospectus or amendment or supplement thereto, to which such Investors or
their legal counsel shall object.


 






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3.1.5         
State Securities Laws Compliance. Purchaser shall 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 Investors holding Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement
to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations
of Purchaser and do any and all other acts and things that may be necessary or advisable to enable Investors holding Registrable Securities
included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided,
however, that Purchaser shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise
be required to qualify but for this paragraph 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 subject.


 


3.1.6         
Agreements for Disposition. Purchaser shall enter into customary agreements (including, if applicable, an underwriting agreement
in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable
Securities. The representations, warranties and covenants of Purchaser in any underwriting agreement which are made to or for the benefit
of any Underwriters, to the extent applicable, shall also be made to and for the benefit of Investors holding Registrable Securities included
in such Registration Statement. No Investor holding Registrable Securities included in such Registration Statement shall be required to
make any representations or warranties in the underwriting agreement except, if applicable, with respect to such Investor’s organization,
good standing, authority, title to Registrable Securities, lack of conflict of such sale with such Investor’s material agreements
and organizational documents, and with respect to written information relating to such Investor that such Investor has furnished in writing
expressly for inclusion in such Registration Statement.


 


3.1.7         
Cooperation. The principal executive officer of Purchaser, the principal financial officer of Purchaser, the principal accounting
officer of Purchaser and all other officers and members of the management of Purchaser shall cooperate fully in any offering of Registrable
Securities hereunder, which cooperation shall include the preparation of the Registration Statement with respect to such offering and
all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential
investors.


 






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3.1.8         
 Records. Purchaser shall make available for inspection by Investors holding Registrable Securities included in such Registration
Statement, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other
professional retained by any Investor holding Registrable Securities included in such Registration Statement or any Underwriter, all financial
and other records, pertinent corporate documents and properties of Purchaser, as shall be necessary to enable them to exercise their due
diligence responsibility, and cause Purchaser’s officers, directors and employees to supply all information requested by any of
them in connection with such Registration Statement.


 


3.1.9         
Opinions and Comfort Letters. Purchaser shall furnish to each Investor holding Registrable Securities included in such Registration
Statement a signed counterpart, addressed to such Investor, of (i) any opinion of counsel to Purchaser delivered to any Underwriter and
(ii) any comfort letter from Purchaser’s independent public accountants delivered to any Underwriter. In the event no legal opinion
is delivered to any Underwriter, Purchaser shall furnish to each Investor holding Registrable Securities included in such Registration
Statement, at any time that such Investor elects to use a prospectus, an opinion of counsel to Purchaser to the effect that the Registration
Statement containing such prospectus has been declared effective and that no stop order is in effect.


 


3.1.10     
Earnings Statement. Purchaser shall comply with all applicable rules and regulations of the SEC and the Securities Act,
and make available to its shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.


 


3.1.11     
Listing. Purchaser shall use its best efforts to cause all Registrable Securities that are Purchaser Ordinary Shares included
in any registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued
by Purchaser are then listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to
Investors holding a majority-in-interest of the Registrable Securities included in such registration.


 


3.1.12     
Road Show. If the registration involves the registration of Registrable Securities involving gross proceeds in excess of
$25,000,000, Purchaser shall use its reasonable efforts to make available senior executives of Purchaser to participate in customary “road
show” presentations that may be reasonably requested by the Underwriter in any underwritten offering.


 






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3.2              
Obligation to Suspend Distribution. Upon receipt of any notice from Purchaser of the happening of any event of the kind
described in Section 3.1.4(iv), or, in the case of a resale registration on Short Form Registration pursuant to Section 2.3
hereof, upon any suspension by Purchaser, pursuant to a written insider trading compliance program adopted by Purchaser’s Board
of Directors, of the ability of all “insiders” covered by such program to transact in Purchaser’s securities because
of the existence of material non-public information, each Investor holding Registrable Securities included in any registration shall immediately
discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until
such Investor receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability
of “insiders” to transact in Purchaser’s securities is removed, as applicable, and, if so directed by Purchaser, each
such Investor will deliver to Purchaser all copies, other than permanent file copies then in such Investor’s possession, of the
most recent prospectus covering such Registrable Securities at the time of receipt of such notice.


 


3.3               Registration
Expenses. Subject to Section 4, Purchaser shall bear all costs and expenses incurred in connection with any Demand
Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on
Short Form Registration effected pursuant to Section 2.3, and all expenses incurred in performing or complying with its other
obligations under this Agreement, whether or not the Registration Statement becomes effective, including: (i) all registration and
filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements
of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv)
Purchaser’s internal expenses (including all salaries and expenses of its officers and employees); (v) the fees and expenses
incurred in connection with the listing of the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry
Regulatory Authority fees; (vii) fees and disbursements of counsel for Purchaser and fees and expenses for independent certified
public accountants retained by Purchaser (including the expenses or costs associated with the delivery of any opinions or comfort
letters requested pursuant to Section 3.1.9); (viii) the fees and expenses of any special experts retained by Purchaser in
connection with such registration; and (ix) the reasonable fees and expenses of one legal counsel selected by Investors holding a
majority-in-interest of the Registrable Securities included in such registration. Purchaser shall have no obligation to pay any
underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which
underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten offering, all selling
security holders and Purchaser shall bear the expenses of the Underwriter pro rata in proportion to the respective amount of
securities each is selling in such offering.


 


3.4              
Information. Investors holding Registrable Securities included in any Registration Statement shall provide such information
as may reasonably be requested by Purchaser, or the managing Underwriter, if any, in connection with the preparation of such Registration
Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities
Act pursuant to Section 2 and in connection with the obligation to comply with federal and applicable state securities laws.


 






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4.                  
INDEMNIFICATION AND CONTRIBUTION.


 


4.1               Indemnification
by Purchaser. Purchaser agrees to indemnify and hold harmless each Investor, and each Investor’s officers, employees,
affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls an Investor (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified
Party”), from and against any expenses, losses, judgments, claims, damages or liabilities (collectively,
 “Losses”), whether joint or several, arising out of or based upon any untrue statement of a material fact
contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act,
any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or
supplement to such Registration Statement, or arising out of or based upon any omission to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, or any violation by Purchaser of the Securities Act or
any rule or regulation promulgated thereunder applicable to Purchaser and relating to action or inaction required of Purchaser in
connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall
not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of Purchaser, such
consent not to be unreasonably withheld, delayed or conditioned); and Purchaser shall promptly reimburse the Investor Indemnified
Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating
and defending any such Loss; provided, however, that Purchaser will not be liable in any such case to the extent that
any such expense, Loss arises out of or is based upon any untrue statement or omission made in such Registration Statement,
preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in
conformity with information furnished to Purchaser, in writing, by such selling holder expressly for use therein. Purchaser also
shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents
and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section
4.1.


 


4.2              
Indemnification by Holders of Registrable Securities. Each Investor selling Registrable Securities will, in the event that
any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling
Investor, indemnify and hold harmless Purchaser, each of its directors and officers and each Underwriter (if any), and each other selling
holder and each other Person, if any, who controls another selling holder or such Underwriter within the meaning of the Securities Act,
against any Losses, whether joint or several, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any
untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered
under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement,
or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission to state a material fact
required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance
upon and in conformity with information furnished in writing to Purchaser by such selling Investor expressly for use therein (provided,
however, that the indemnity agreement contained in this Section 4.2 shall not apply to amounts paid in settlement of any such Loss
if such settlement is effected without the consent of the indemnifying selling holder, such consent not to be unreasonably withheld, delayed
or conditioned), and shall reimburse Purchaser, its directors and officers, each Underwriter and each other selling holder or controlling
Person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss,
claim, damage, liability or action. Each selling Investor’s indemnification obligations hereunder shall be several and not joint
and shall be limited to the amount of any net proceeds actually received by such selling Investor.


 


4.3               Conduct
of Indemnification Proceedings. Promptly after receipt by any Person of any notice of any loss, claim, damage or liability or
any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such Person (the
 “Indemnified Party”) shall, if a claim in respect thereof is to be made against any other Person for
indemnification hereunder, notify such other Person (the “Indemnifying Party”) in writing of the Loss;
provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying
Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent
the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to
any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such
claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense
thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its
election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified
Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other
than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party and the
Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than
one such separate counsel) to represent the Indemnified Party and its controlling Persons who may be subject to liability arising
out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees
and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified
Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests
between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment
or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have
been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes
an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.


 






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4.4              
Contribution.


 


4.4.1         
If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified
Party in respect of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying
such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Loss in such proportion
as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions
or omissions which resulted in such Loss, as well as any other relevant equitable considerations. The relative fault of any Indemnified
Party and any Indemnifying Party shall be determined by reference to, among other things, whether the untrue statement of a material fact
or the omission to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.


 


4.4.2         
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 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
the immediately preceding Section 4.4.1.


 


4.4.3         
The amount paid or payable by an Indemnified Party as a result of any Loss, referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party
in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no
holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after
payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable Securities
which gave rise to such contribution obligation. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.


 


5.                  
UNDERWRITING AND DISTRIBUTION.


 


5.1              
Rule 144. Purchaser covenants that it shall file any reports required to be filed by it under the Securities Act and the
Exchange Act and shall take such further action as Investors holding Registrable Securities may reasonably request, all to the extent
required from time to time to enable such Investors to sell Registrable Securities without registration under the Securities Act within
the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the SEC.


 


6.                  
MISCELLANEOUS.


 


6.1              
Other Registration Rights. Purchaser represents and warrants that as of the date of this Agreement, no Person, other than
the holders of (i) the Registrable Securities, (ii) the Founder Securities, and (iii) the UPO Securities has any right to require Purchaser
to register any of Purchaser’s share capital for sale or to include Purchaser’s share capital in any registration filed by
Purchaser for the sale of share capital for its own account or for the account of any other Person.


 






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6.2              
 Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of Purchaser hereunder
may not be assigned or delegated by Purchaser in whole or in part. This Agreement and the rights, duties and obligations of Investors
holding Registrable Securities hereunder may be freely assigned or delegated by such Investor in conjunction with and to the extent of
any transfer of Registrable Securities by such Investor. This Agreement and the provisions hereof shall be binding upon and shall inure
to the benefit of each of the parties, to the permitted assigns of the Investors or of any assignee of the Investors. This Agreement is
not intended to confer any rights or benefits on any Persons that are not party hereto other than as expressly set forth in Article
4 and this Section 6.2. If the Purchaser Representative is replaced in accordance with the terms of the Share Exchange Agreement,
the replacement Purchaser Representative shall automatically become a party to this Agreement as if it were the original Purchaser Representative
hereunder.


 


6.3              
Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have
been duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii)
one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days
after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable Party
at the following addresses (or at such other address for a Party as shall be specified by like notice):


 


	If to the Purchaser Representative or, at or prior to the Closing, Purchaser, to:

                                                                                 

                                                                                LF International
                                            Pte. Ltd.
 470 North Bridge Road, #05-12 

Bugis Cube –
                                            Singapore (188735)
 Attention: Yubao Li
 Telephone No.: 18086626600
 Email:
                                            yubao.li@yunhongkg.com
	With
a copy to (which shall not constitute notice):  

                                                                                 

                                                                                Ellenoff Grossman & Schole LLP
 1345 Avenue of the Americas, 11th Floor
 New York, New York 10105
 Attn:      Barry I. Grossman, Esq.
 Facsimile No.: (212) 370-7889
 Telephone No.: (212) 370-1300
 Email:     bigrossman@egsllp.com  

                                                                                 

                                                                                and

                                                                                 

                                                                                Loeb & Loeb LLP
 345 Park Avenue, New York, NY 10154
 Attn:     Mitchell S. Nussbaum, Esq.

                                                                                              Ronelle C. Porter Esq. 

Facsimile No.: 1 (212) 407-4990 

Telephone No.: (212) 407-4000

 (212) 407-4110]




 






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	If to Purchaser after the Closing, to:  

                                                                                                                            

                                                                                                                           Giga Energy Ltd.

                                                                                282 Main Street,
                                            Suite B
 Port Washington, NY 11050
 Attention: Richard Frankel
 Facsimile No.: (646)
                                            879-9164
 Telephone No.: (646) 879-9164
 Email: Richard.Frankel@aresmotor.com  
	With copies to (which shall not constitute notice):  

                                                                                                                            

                                                                                                                           Loeb & Loeb LLP

                                                                                345 Park Avenue, New York, NY 10154
 Attn:      Mitchell S. Nussbaum, Esq.

                                                                                               Ronelle C. Porter Esq.

                                                                                Facsimile No.: 1 (212) 407-4990

                                                                                Telephone No.: (212) 407-4000

                                                                                (212) 407-4110

                                                                                 

                                                                                and

                                                                                 

                                                                                 the Purchaser Representative (and its copy for notices hereunder)  

	If to an Investor, to: the address set forth next to such Investor’s name on Exhibit A hereto.



 


6.4              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. Notwithstanding anything to the contrary contained
in this Agreement, in the event that an Investor identified on Exhibit A hereto or any other Person receiving Exchange Shares
in connection with the Closing does not sign and provide to Purchaser a duly executed copy of this Agreement and, if applicable as a
Lock-Up Investor, a Lock-Up Agreement, such Investor or other Person failing to provide such signature shall not be a party to this Agreement
or have any rights or obligations hereunder, but such failure shall not affect the rights and obligations of the other parties to this
Agreement as amongst such other parties.


 


6.5             Counterparts.
This Agreement may be executed in multiple counterparts (including by facsimile or pdf or other electronic document transmission), each
of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.


 


6.6              Entire
Agreement. This Agreement (together with the Share Exchange Agreement and the Lock-Up Agreements to the extent incorporated herein,
and including all agreements entered into pursuant hereto or thereto or referenced herein or therein and all certificates and instruments
delivered pursuant hereto and thereto) constitutes the entire agreement of the parties with respect to the subject matter hereof and
supersedes all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties,
whether oral or written, relating to the subject matter hereof; provided, that, for the avoidance of doubt, the foregoing shall
not affect the rights and obligations of the parties under the Share Exchange Agreement or any other Ancillary Document or the rights
or obligations of the parties under the Founder Registration Rights Agreement.


 


6.7             Interpretation.
Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of
this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii)
 “including” (and with correlative meaning “include”) means including without limiting the generality of any description
preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii)
the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall
be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement;
and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting
of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue
of the authorship of any provision of this Agreement.


 






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6.8              Amendments;
Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally
or in a particular instance, and either retroactively or prospectively) only with the written agreement or consent of Purchaser, the
Purchaser Representative and Investors holding a majority-in-interest of the Registrable Securities. No failure or delay by a party in
exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of
this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term,
condition, or provision


 


6.9              Remedies
Cumulative. In the event a party fails to observe or perform any covenant or agreement to be observed or performed under this Agreement,
the other parties 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.


 


6.10           Arbitration.
Any and all disputes, controversies and claims (other than applications for a temporary restraining order, preliminary injunction,
permanent injunction or other equitable relief or application for enforcement of a resolution under this Section 6.10)
arising out of, related to, or in connection with this Agreement or the transactions contemplated hereby (a
 “Dispute”) shall be governed by this Section 6.10. A party must, in the first instance, provide
written notice of any Disputes to the other parties subject to such Dispute, which notice must provide a reasonably detailed
description of the matters subject to the Dispute. The parties involved in such Dispute shall seek to resolve the Dispute on an
amicable basis within ten (10) Business Days of the notice of such Dispute being received by such other parties subject to such
Dispute (the “Resolution Period”); provided, that if any Dispute would reasonably be expected to have
become moot or otherwise irrelevant if not decided within sixty (60) days after the occurrence of such Dispute, then there shall be
no Resolution Period with respect to such Dispute. Any Dispute that is not resolved during the Resolution Period may immediately be
referred to and finally resolved by arbitration pursuant to the then-existing Expedited Procedures of the Commercial Arbitration
Rules of the AAA. Any party involved in such Dispute may submit the Dispute to the AAA to commence the proceedings after the
Resolution Period. To the extent that the then-existing Expedited Procedures of the Commercial Arbitration Rules of the AAA and this
Agreement are in conflict, the terms of this Agreement shall control. The arbitration shall be conducted by one arbitrator nominated
by the AAA promptly (but in any event within five (5) Business Days) after the submission of the Dispute to the AAA and reasonably
acceptable to each party subject to the Dispute, which arbitrator shall be a commercial lawyer with substantial experience
arbitrating disputes under acquisition agreements and registration rights agreements. The arbitrator shall accept his or her
appointment and begin the arbitration process promptly (but in any event within five (5) Business Days) after his or her nomination
and acceptance by the parties subject to the Dispute. The proceedings shall be streamlined and efficient. The arbitrator shall
decide the Dispute in accordance with the substantive law of the state of New York. Time is of the essence. Each party shall submit
a proposal for resolution of the Dispute to the arbitrator within twenty (20) days after confirmation of the appointment of the
arbitrator. The arbitrator shall have the power to order any party to do, or to refrain from doing, anything consistent with this
Agreement, the Share Exchange Agreement and other Ancillary Documents and applicable law, including to perform its contractual
obligation(s); provided, that the arbitrator shall be limited to ordering pursuant to the foregoing power (and, for the avoidance of
doubt, shall order) the relevant party (or parties, as applicable) to comply with only one or the other of the proposals. The
arbitrator’s award shall be in writing and shall include a reasonable explanation of the arbitrator's reason(s) for selecting
one or the other proposal. The seat of arbitration shall be in New York County, State of New York. The language of the arbitration
shall be English.


 






    16 


     


    

 


6.11          
Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the laws of
the State of New York without regard to the conflict of laws principles thereof. Subject to Section 6.10, all actions, claims or
other legal proceedings arising out of or relating to this Agreement (a “Proceeding”) shall be heard and determined
exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified
Courts”). Subject to Section 6.10, each party hereto hereby (a) submits to the exclusive jurisdiction of any Specified
Court for the purpose of any Proceeding brought by any party hereto and (b) irrevocably waives, and agrees not to assert by way of motion,
defense or otherwise, in any such Proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts,
that its property is exempt or immune from attachment or execution, that the Proceeding is brought in an inconvenient forum, that the
venue of the Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified
Court. Each party agrees that a final judgment in any Proceeding shall be conclusive and may be enforced in other jurisdictions by suit
on the judgment or in any other manner provided by applicable Law. Each party irrevocably consents to the service of the summons and complaint
and any other process in any Proceeding, on behalf of itself, or its property, by personal delivery of copies of such process to such
party at the applicable address set forth in Section 6.3. Nothing in this Section 6.11 shall affect the right of any party
to serve legal process in any other manner permitted by applicable Law.


 


6.12          
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 INVESTORS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT
HEREOF.


 


6.13          
Termination of Share Exchange Agreement. This Agreement shall be binding upon each party upon such party’s execution
and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. In the event that the Share Exchange
Agreement is validly terminated in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and become
null and void and be of no further force or effect, and the parties shall have no obligations hereunder.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURE PAGES FOLLOW]


 






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IN WITNESS WHEREOF, the parties
have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.


 


	 	Purchaser:
	 	 
	 	YUNHONG INTERNATIONAL
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	The Purchaser Representative:
	 	 
	 	LF INTERNATIONAL PTE. LTD.,
	 	in its capacity under the Share Exchange Agreement as the Purchaser Representative
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


[Signature Page to Registration
Rights Agreement]


 



     


     


    




 


	 	Investors:
	 	 
	 	[NAME OF INVESTOR]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	[NAME OF INVESTOR]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	[NAME OF INVESTOR]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	[NAME OF INVESTOR]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


[Signature Page to Registration
Rights Agreement]


 



     


     


    




 


EXHIBIT A

Investors


 


	Name of Investor	Address of Investor
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


 



    A-1