Exhibit 10.4


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into
by and between Nocturne Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and
Nocturne Sponsor LLC,  a Delaware limited liability company (the “Sponsor” and together with any
other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant
to Section ‎5.2 of this Agreement, being referred to herein as a “Holder”
and collectively as the “Holders”).


 


RECITALS


 


WHEREAS,
the Sponsor and certain other Holders (if any) collectively own an aggregate of 2,875,000 ordinary shares (the “Ordinary Shares”), par value $0.0001
per share (the “Founder Shares”), of the Company, issued prior to the date hereof in a private
placement and pursuant to certain transfers;


 


WHEREAS,
up to an aggregate of 375,000 Founder Shares are subject to forfeiture by the Sponsor if the over-allotment option in connection
with the Company’s initial public offering is not exercised in full;


 


WHEREAS,
on [●], 2021, the Company and the Sponsor entered into that certain Sponsor Units Purchase Agreement, pursuant to which
the Sponsor agreed to purchase 450,000 units (or up to 495,000 units if the over-allotment option in connection with
the Company’s initial public offering is exercised in full) (the “Private Units”), in a private
placement transaction occurring simultaneously with the closing of the Company’s initial public offering, each Private Unit
consisting of one Ordinary Share (“Private Share”), and one right (the “Private Right”).
Each Right entitles the holder thereof to receive one-tenth (1/10) of one ordinary share upon the consummation of the Company’s
initial business combination;


 


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 any 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, amalgamation, share exchange, asset acquisition, share purchase, reorganization
or other similar business combination with one or more businesses, involving the Company.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Founder
Shares Lock-up Period” shall mean, with respect to the Founder Shares until the earlier of (A) with respect to 50%
of the Founder Shares, for a period ending on the earlier to occur of the six-month anniversary of the completion of the Business
Combination or the date on which the closing price of the Ordinary Shares exceeds $12.50 for any 20 trading days within a 30-day
trading period following the closing of the Business Combination; (B) with respect to the remaining 50% of the Founder Shares,
for a period ending on the six-month anniversary of the closing of the Business Combination or (C) in each case, subsequent to
the Business Combination, the date on which we complete a liquidation, merger, share exchange, reorganization or other similar
transaction that results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities
or other property.


 


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


 


“Insider
Letter” shall mean that certain letter agreement, dated as of [●], 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 case of a Prospectus,
in the light of the circumstances under which they were made) not misleading.


 


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


 


“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 or Private Placement Lock-up Period,
as the case may be, under the Insider Letter 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 Units that are held by the initial purchasers of such
Private Units or their Permitted Transferees, Private Shares, Private Rights and any of the Ordinary Shares issued or issuable
upon the conversion of the Private Rights and that are held by the initial purchasers of the Private Rights or their Permitted
Transferees, the period ending 30 days after the completion of the Company’s initial Business Combination.


 


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


 






    2


     


    

 


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


 


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


 


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


 


“Registrable
Security” shall mean (a) the Founder Shares, (b) the Private Units (including any Ordinary Shares issued or issuable upon the conversion of any such Private
Rights), (c) any outstanding Ordinary Shares or any other equity security (including the Ordinary Shares issued or issuable upon
the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement, (d) any equity securities
(including the Ordinary Shares issued or issuable upon the exercise of any such equity security) of the Company issuable upon
conversion of any working capital loans in an amount up to $1,500,000 made to the Company by a Holder, and (e) any other equity
security of the Company issued or issuable with respect to any such Ordinary Share by way of a share capitalization or share subdivision
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.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(F)
reasonable fees and expenses of one legal counsel selected by the holders of a majority-in-interest of the Registrable Securities
to be registered for offer and sale in the applicable Registration.


 






    3


     


    

 


“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.


 


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 initial Business Combination, the
Sponsor may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall
describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution
thereof (such written demand a “Demand Registration”). The Company shall, within 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 (i) file a Registration Statement in respect of all Registrable Securities
requested by the Sponsor and Requesting Holder(s) pursuant such Demand Registration, not more than forty five (45) days
immediately after the Company’s receipt of the Demand Registration, and (ii) shall effect the registration thereof as
soon as practicable thereafter. 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) the Sponsor thereafter
affirmatively elects to continue with such Registration and accordingly notify the Company in writing, but in no event later
than five (5) days, of such election; provided, further, that the Company shall not be obligated or
required to file another Registration Statement until the Registration Statement that has been previously filed with respect
to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.


 






    4


     


    

 


2.1.3 Underwritten
Offering. Subject to the provisions
of subsection ‎2.1.4 and Section ‎2.4 hereof, if the
Sponsor so advises the Company as part of its 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 the Sponsor 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
Sponsor.


 


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 Sponsor and the Requesting Holders (if any) in writing that the
dollar amount or number of Registrable Securities that the Sponsor and the Requesting Holders (if any) desire to sell, taken
together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares,
if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights
held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities
that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the
distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such
securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in
such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor and the Requesting Holders (if
any) (pro rata based on the respective number of Registrable Securities that each Sponsor and Requesting Holder (if any) has
requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor
and Requesting Holders have requested be included in such Underwritten 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), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold
without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has
not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities of other persons or
entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements
with such persons and that can be sold without exceeding the Maximum Number of Securities.


 


2.1.5 Demand
Registration Withdrawal. The Sponsor 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.


 






    5


     


    

 


2.2
Piggyback Registration.


 


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


 


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 the Ordinary Shares that the Company desires to sell,
taken together with (i) the Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written
contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the
Registrable Securities as to which registration has been requested pursuant
to Section ‎2.2 hereof, and (iii) the Ordinary Shares, if any, as to which Registration has
been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company,
exceeds the Maximum Number of Securities, then:


 


(a)
If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A)
first, the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding
the Maximum Number of Securities; (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, 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 Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual
piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number
of Securities; and


 


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


 






    6


     


    

 


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 S-3 or any similar short-form registration statement
that may be available at such time (“Form S-3”); provided, however, that the
Company shall not be obligated to effect such request through an Underwritten Offering. Within 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 register all or such portion of such
Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable
Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder
or Holders; provided, however, that the Company shall not be obligated to effect any such Registration
pursuant to 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 $1,000,000.


 


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.


 






    7


     


    

 


ARTICLE
III

COMPANY PROCEDURES


 


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


 


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 right 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 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;


 






    8


     


    

 


3.1.10
permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or
Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement, and
cause the Company’s officers, directors and employees to supply all information reasonably requested by any such
representative, Underwriter, attorney or accountant in connection with the
Registration; provided, however, that such representatives or Underwriters enter into a
confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure
of any such information;


 


3.1.11
obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of
an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold
comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a
majority-in-interest of the participating Holders;


 


3.1.12
on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such
date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement
agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in
respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably
request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a
majority in interest of the participating Holders;


 


3.1.13
in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual
and customary form, with the managing Underwriter of such offering;


 


3.1.14
make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at
least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective
date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder (or any successor rule promulgated thereafter by the Commission);


 


3.1.15
If the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $10,000,000,
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.


 






    9


     


    

 


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 thirty (30) days, determined in good faith
by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence,
the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus
relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall
immediately notify the Holders of the expiration of any period during which it exercised its rights under
this Section ‎3.4.


 


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


 


3.6 Requirements
for Participation in Underwritten Offerings and Limitations on Registration Rights. 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.


 


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 agents 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.


 






    10


     


    

 


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


 


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


 


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


 


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


 






    11


     


    

 


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, telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner
described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third
business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand
delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the
delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation.
Any notice or communication under this Agreement must be addressed, if to the Company, to: 7244 Carrizo Drive, La Jolla, CA
92037, Attention: Henry Monzon, and, if to any Holder, at such Holder’s address or facsimile number as set forth in the
Company’s books and records. Any party may change its address for notice at any time and from time to time by written
notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such
notice as provided in this Section ‎5.1.


 


5.2 Assignment;
No Third Party Beneficiaries.


 


5.2.1
This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the
Company in whole or in part.


 


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


 


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 AND (II) THE VENUE FOR ANY
ACTION TAKEN WITH RESPECT TO THE AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW
YORK.


 






    12


     


    

 


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 the Company, in a
manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so
affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the
part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any
rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement
by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such
party.


 


5.6 Other
Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities,
has any right to require the Company to register any securities of the Company for sale or to include such securities of the
Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any
other person. 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 without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without
limitation on the amount of securities sold or the manner of sale. The provisions
of Section ‎3.5 and Article IV shall survive any termination.


 


 


[SIGNATURE
PAGE FOLLOWS]


 








    13


     


    

 


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


  


	 	NOCTURNE
    ACQUISITION CORPORATION

    Cayman Islands exempted company
	 	 
	 	By:	 
	 	 	Name: 	Henry Monzon
	 	 	Title:	Chairman and Chief Executive Officer


 


 


	 	HOLDERS:
	 	 
	 	NOCTURNE SPONSOR LLC

    a Delaware limited liability company
	 	 
	 	By:	 
	 	 	Name: 	Henry Monzon
	 	 	Title:	Managing Member


 


 


[Signature
Page - Registration Rights Agreement]


 




    14