Exhibit
10.5


 


AMENDED
AND RESTATED


REGISTRATION
RIGHTS AGREEMENT


 


THIS
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____
day of ________, 2020, by and among Diginex Limited, a Singapore public company limited by shares
(“Singapore NewCo”), and the undersigned parties listed
under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).


 


WHEREAS,
8i Enterprises Pte. Ltd. (the “Sponsor”) is a party to that certain Registration Rights Agreement, dated
March 27, 2019 (the “Prior Agreement”) with 8i Enterprises Acquisition Corp., a British Virgin Islands
company (“JFK”), pursuant to which JFK provided the Sponsor with certain rights relating to the registration
of the securities of JFK held by the Sponsor;


 


WHEREAS,
in connection with the Business Combination, JFK, the Sponsor and Singapore NewCo agreed to amend and restate the Prior Agreement
to (a) replace any references to “8i Enterprises Acquisition Corp.” and “the Company” with “Singapore
NewCo,” and (b) include certain rights relating to the registration of (i) 25,000,000 ordinary shares, par value $____ of
Singapore NewCo issued to shareholders of Singapore Newco who are not affiliates of Diginex Limited, a Hong Kong entity, or Singapore
NewCo, (ii) all other securities of Singapore NewCo (including derivatives thereof, such as options and warrants) held by Singapore
NewCo’s officers, directors, nominees, and direct and indirect parents, control persons, affiliates and associates immediately
after the Business Combination, and (iii) 1,850,000 Singapore NewCo Ordinary Shares issuable to certain service providers in connection
with the closing of the Business Combination (collectively, the “Singapore NewCo Registrable Securities”).


 


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 that the Prior Agreement is hereby amended
and restated in its entirety, as of and contingent upon the closing of the Business Combination, as follows:


 


1.
DEFINITIONS. 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.


 


“Business
Combination” means the consummation of the merger of JFK with and into BVI NewCo, whereby JFK will be the surviving
entity and the JFK shareholders shall become shareholders of Singapore NewCo.


 


“BVI
NewCo” means Digital Innovative Limited, a British Virgin Islands company and wholly-owned subsidiary of Singapore
NewCo.


 


“Commission”
means the Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange
Act.


 


“Closing
Date” is the closing date of the Business Combination and has the meaning set forth in Section 2.4 of the Share
Exchange Agreement.


 


“Demand
Registration” is defined in Section 2.2.1.


 


“Demanding
Holder” is defined in Section 2.3.1.


 


“Effectiveness
Date” means, with respect to the Registration Statement required to be filed under Section 2.1, the 60th Trading
Day following the Closing Date; provided, however, that in the event the Company is notified by the Commission that the
Registration Statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as
to such Registration Statement shall be the fifth Trading Day following the date on which the Company is so notified.


 


“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.


 


“Filing
Date” means with respect to the Registration Statement required to be filed under Section 2.1, the seventh Trading Day
following the Closing Date..


 


“Form
F-3” is defined in Section 2.4.


 




    	 



     


    

 


“Indemnified
Party” is defined in Section 4.3.


 


“Indemnifying
Party is defined in Section 4.3.


 


“Initial
Shares” means all of the outstanding Ordinary Shares issued prior to the consummation of JFK’s initial public
offering.


 


“Investor”
is defined in the preamble to this Agreement.


 


“Investor
Indemnified Party” is defined in Section 4.1.


 


“Maximum
Number of Shares” is defined in Section 2.2.4.


 


“Notices”
is defined in Section 6.3.


 


“Piggy-Back
Registration” is defined in Section 2.31.


 


“Private
Units” means the 221, 250 units the Sponsor privately purchased simultaneously with the consummation of JFK’s
initial public offering and the 18,750 units the Sponsor purchased upon the exercise of the underwriter’s over-allotment
option, which were exchanged for similar securities of Singapore NewCo in connection with the Business Combination.


 


“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 (i) the Initial Shares, (ii) the Private Units (and underlying Singapore NewCo Ordinary Shares),
(iii) any securities that were issued upon conversion of loans from the Sponsor to JFK immediately prior to the Business Combination,
if any (the “Loan Securities”), and (iv) the Singapore NewCo Registrable Securities. Registrable Securities
include any warrants, shares of capital stock or other securities of Singapore NewCo issued as a dividend or other distribution
with respect to or in exchange for or in replacement of the Initial Shares, Private Units (and underlying Singapore NewCo Ordinary
Shares), Loan Securities and the Singapore NewCo Registrable Securities. 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 Singapore NewCo 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 under the Securities Act without volume limitations.


 


“Registration
Statement” means a registration statement filed by Singapore NewCo with the Commission in compliance with the Securities
Act and the rules and regulations promulgated thereunder for a public offering and sale of Common Stock (other than a registration
statement on 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).


 


“Release
Date” means the date on which the Initial Shares are disbursed from escrow pursuant to Section 3 of that certain
Stock Escrow Agreement, dated as of March 27 2019, by and among the Investor and VStock Transfer, LLC.


 


“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.


 


“Singapore
NewCo Ordinary Shares” means the ordinary shares of Singapore NewCo.


 


“Trading
Day” means (a) a day on which the Singapore NewCo Ordinary Shares are traded on a National Stock Exchange, or (b)
if the Singapore NewCo Ordinary Shares are not traded on a National Stock Exchange, a day on which the Singapore NewCo Ordinary
Shares are quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization
or agency succeeding its functions of reporting prices); provided , however , that in the event that the Singapore
NewCo Ordinary Shares are not listed or quoted as set forth in (a) or (b) hereof, then Trading Day shall mean any day except Saturday,
Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New York are authorized
or required by law or other government action to close.


 




    	 



     


    

 


“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.


 


2.
REGISTRATION RIGHTS.


 


2.1
Resale Registration.


 


2.1.1
On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale
of all the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement
shall be on a Form F-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3,
in which case such registration shall be on another appropriate form in accordance herewith) and shall contain substantially the
“Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company
shall use its best efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as
possible after the filing thereof, but in any event, no later than the Effectiveness Date, and shall use its best efforts to keep
such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration
Statement have been sold, or may be sold under Rule 144, as determined by the counsel to the Company pursuant to a written opinion
letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Investors (the “Effectiveness
Period”). The Company shall immediately notify the Investors of the effectiveness of the Registration Statement on the
same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested
for effectiveness of the Registration Statement. The Company shall file with the Commission in accordance with Rule 424 under
the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement.


 


2.2
Demand Registration.


 


2.2.1
Request for Registration. At any time and from time to time on or after (x) the Closing Date of the Business Combination
with respect to the Private Units (or underlying Singapore NewCo Ordinary Shares), Loan Securities and Singapore NewCo Registrable
Securities, or (y) three months prior to the Release Date with respect to the Initial Shares, either (i) the Sponsor or its affiliates
or transferees, or (ii) the holders of a majority-in-interest of the Singapore NewCo Registrable Securities or their affiliates
or transferees, may make a written demand for registration under the Securities Act of all or part of the Registrable Securities
(a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of
Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Singapore NewCo will notify
all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a
portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable
Securities in such registration, a “Demanding Holder”) shall so notify the Singapore NewCo within fifteen
(15) days after the receipt by the holder of the notice from the Singapore NewCo. Upon any such request, the Demanding Holders
shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.2.4 and the provisos
set forth in Section 3.1.1. Singapore NewCo shall not be obligated to effect more than an aggregate of two (2) Demand Registrations
under this Section 2.2.1 in respect of all Registrable Securities. For the avoidance of doubt, each of (a) the Sponsor and (b)
holders of Singapore NewCo Registrable Securities, are permitted to exercise a Demand Registration pursuant to this Section 2.2.1
with respect to their respective Registrable Securities.


 


2.2.2
Effective Registration. A registration will not count as a Demand Registration until the Registration Statement filed with
the Commission with respect to such Demand Registration has been declared effective and Singapore NewCo 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 Commission 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 Singapore NewCo 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.


 


2.2.3
Underwritten Offering. If a majority-in-interest of the Demanding Holders so elect and such holders so advise Singapore
NewCo 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 holder to include its Registrable
Securities in such registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion
of such 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 holders initiating the Demand
Registration.


 




    	 



     


    

 


2.2.4
Reduction of Offering. If the managing
Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises Singapore NewCo and the Demanding
Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to
sell, taken together with all Singapore NewCo Ordinary Shares or other securities which Singapore NewCo desires to sell and the
Singapore NewCo Ordinary Shares, if any, as to which registration has been requested pursuant to written contractual piggy-back
registration rights held by other shareholders of Singapore NewCo 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 shares, as applicable,
the “Maximum Number of Shares”), then Singapore NewCo shall include in such registration: (i) first,
the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in accordance
with the number of shares that each such Person has requested be included in such registration, regardless of the number of shares
held by each such Person (such proportion is referred to herein as “Pro Rata”)) that can be sold without
exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under
the foregoing clause (i), the Singapore NewCo Ordinary Shares or other securities that Singapore NewCo desires to sell that can
be sold without exceeding the Maximum Number of Shares; and (iii) third, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clauses (i) and (ii), the Singapore NewCo Ordinary Shares or other securities for the account
of other persons that Singapore NewCo is obligated to register pursuant to written contractual arrangements with such persons
and that can be sold without exceeding the Maximum Number of Shares.


 


2.2.5
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 Singapore NewCo and the Underwriter or Underwriters of their request to
withdraw prior to the effectiveness of the Registration Statement filed with the Commission 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, then
such registration shall not count as a Demand Registration provided for in Section 2.2.


 


2.3
Piggy-Back Registration.


 


2.3.1
Piggy-Back Rights. If, at any time on
or after the Closing Date of the Business Combination, Singapore NewCo 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, by Singapore NewCo for its own account or for shareholders of Singapore NewCo for their account (or by
Singapore NewCo and by shareholders of Singapore NewCo including, without limitation, pursuant to Section 2.2), other than a Registration
Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering
of securities solely to Singapore NewCo’s existing shareholders, (iii) for an offering of debt that is convertible into
equity securities of Singapore NewCo or (iv) for a dividend reinvestment plan, then Singapore NewCo shall (x) give written notice
of such proposed filing to the holders of 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 the holders of Registrable Securities in such notice the opportunity to Register the sale of such number of shares
of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back
Registration”). Singapore NewCo 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, if such Registration
Statement is with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable
for, or convertible into, equity securities, by Singapore NewCo for its own account, 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 Singapore NewCo and
to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution
thereof. All holders of 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. Notwithstanding the provisions set forth in the immediately preceding sentences, the
right to a Piggy-Back Registration set forth under this Section 2.3.1 with respect to the Registrable Securities shall terminate
on the seventh anniversary of the Effective Date.


 




    	 



     


    

 


2.3.2
Reduction of Offering. If the managing
Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises Singapore NewCo and the
holders of Registrable Securities in writing that the dollar amount or number of Singapore NewCo Ordinary Shares which Singapore
NewCo desires to sell, taken together with the Singapore NewCo Ordinary Shares, if any, as to which Registration has been demanded
pursuant to written contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable
Securities as to which Registration has been requested under this Section 2.3, and the Singapore NewCo Ordinary Shares, if any,
as to which Registration has been requested pursuant to the written contractual piggy-back Registration rights of other shareholders
of Singapore NewCo, exceeds the Maximum Number of Shares, then Singapore NewCo shall include in any such Registration:


 


(a)
If the Registration is undertaken for Singapore
NewCo’s account: (A) first, the Singapore NewCo Ordinary Shares or other securities that Singapore NewCo desires to sell
that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has
not been reached under the foregoing clause (A), the Singapore NewCo Ordinary Shares or other securities, if any, comprised of
Registrable Securities, as to which Registration has been requested pursuant to the applicable written contractual piggy-back
registration rights of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C)
third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Singapore
NewCo Ordinary Shares or other securities for the account of other persons that Singapore NewCo is obligated to Register pursuant
to written contractual piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number
of Shares;


 


(b)
If the registration is a “demand”
registration undertaken at the demand of persons other than holders of Registrable Securities, (A) first, the Singapore NewCo
Ordinary Shares or other securities for the account of the demanding persons that can be sold without exceeding the Maximum Number
of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the
Singapore NewCo Ordinary Shares or other securities that Singapore NewCo desires to sell that can be sold without exceeding the
Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clauses (A) and (B), collectively the shares of Common Stock or other securities comprised of Registrable Securities, Pro Rata,
as to which Registration has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Number
of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A),
(B) and (C), the Singapore NewCo Ordinary Shares or other securities for the account of other persons that Singapore NewCo is
obligated to Register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum
Number of Shares.


 


2.3.3
Withdrawal. Any holder of Registrable
Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration
by giving written notice to Singapore NewCo of such request to withdraw prior to the effectiveness of the Registration Statement.
Singapore NewCo (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.
Notwithstanding any such withdrawal, Singapore NewCo shall pay all expenses incurred by the holders of Registrable Securities
in connection with such Piggy-Back Registration as provided in Section 3.3.


 


2.4
Registrations on Form F-3. At any time
and from time to time on or after the Closing Date of the Business Combination the holders of Registrable Securities may request
in writing that Singapore NewCo register the resale of any or all of such Registrable Securities on Form F-3 or any similar short-form
registration which may be available at such time (“Form F-3”); provided, however, that Singapore NewCo
shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, Singapore
NewCo will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and, as soon
as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable
Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities
of Singapore NewCo, if any, of any other holder or holders joining in such request as are specified in a written request given
within fifteen (15) days after receipt of such written notice from Singapore NewCo; provided, however, that Singapore NewCo shall
not be obligated to effect any such registration pursuant to this Section 2.4: (i) if Form F-3 is not available for such offering;
or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of Singapore NewCo 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 $500,000. Registrations effected pursuant to this Section 2.4 shall not be counted as Demand
Registrations effected pursuant to Section 2.2.


 




    	 



     


    

 


3.
REGISTRATION PROCEDURES.


 


3.1
Filings; Information. Whenever Singapore
NewCo is required to effect the Registration of any Registrable Securities pursuant to Section 2, Singapore NewCo 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. Singapore
NewCo shall use its best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant
to Section 2.2, prepare and file with the Commission a Registration Statement on any form for which Singapore NewCo then qualifies
or which counsel for Singapore NewCo 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 Singapore NewCo shall have the right to defer any Demand Registration for up
to thirty (30) 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 Singapore NewCo shall furnish to the holders a certificate signed
by the Chief Executive Officer or Chairman of Singapore NewCo stating that, in the good faith judgment of the Board of Directors
of Singapore NewCo, it would be materially detrimental to Singapore NewCo and its shareholders for such Registration Statement
to be effected at such time; provided further, however, that Singapore NewCo 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. Singapore NewCo shall, prior to
filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to 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 holders of Registrable Securities included in such registration or legal counsel
for any such holders may request in order to facilitate the disposition of the Registrable Securities owned by such holders.


 


3.1.3
Amendments and Supplements. Singapore
NewCo shall prepare and file with the Commission 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.


 


3.1.4
Notification. After the filing of a Registration
Statement, Singapore NewCo shall promptly, and in no event more than two (2) business days after such filing, notify the holders
of Registrable Securities included in such Registration Statement of such filing, and shall further notify such holders promptly
and confirm such advice in writing in all events within two (2) business days of 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 Commission of any stop order (and Singapore NewCo 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 Commission 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 the holders of Registrable Securities included in such Registration Statement any such
supplement or amendment; except that, before filing with the Commission a Registration Statement or prospectus or any amendment
or supplement thereto, including documents incorporated by reference, Singapore NewCo shall furnish, to the holders of Registrable
Securities included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents
proposed to be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity
to review such documents and comment thereon, and Singapore NewCo shall not file any Registration Statement or prospectus or amendment
or supplement thereto, including documents incorporated by reference, to which such holders or their legal counsel shall object.


 




    	 



     


    

 


3.1.5
State Securities Laws Compliance. Singapore
NewCo shall use its best efforts to (i) rgister 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 Singapore NewCo 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 Singapore NewCo 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 subject itself to taxation in any such jurisdiction.


 


3.1.6
Agreements for Disposition. Singapore
NewCo 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 Singapore NewCo 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 the holders of Registrable Securities
included in such registration statement. No holder of 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 holder’s
organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such holder’s
material agreements and organizational documents, and, with respect to written information relating to such holder. that such
holder has furnished in writing expressly for inclusion in such Registration Statement.


 


3.1.7
Cooperation. The principal executive officer
of Singapore NewCo, the principal financial officer of Singapore NewCo, the principal accounting officer of Singapore NewCo and
all other officers and members of the management of Singapore NewCo shall cooperate fully in any offering of Registrable Securities
hereunder, which cooperation shall include, without limitation, 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.


 


3.1.8
Records. Singapore NewCo shall make available,
for inspection by the holders of 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
holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records,
pertinent corporate documents and properties of Singapore NewCo, as shall be necessary to enable them to exercise their due diligence
responsibility, and cause Singapore NewCo’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. Upon request,
Singapore NewCo shall furnish to each holder of Registrable Securities included in any Registration Statement a signed counterpart,
addressed to such holder, of (i) any opinion of counsel to Singapore NewCo delivered to any Underwriter and (ii) any comfort letter
from Singapore NewCo’s independent public accountants delivered to any Underwriter. In the event no legal opinion is delivered
to any Underwriter, Singapore NewCo shall furnish to each holder of Registrable Securities included in such Registration Statement,
at any time that such holder elects to use a prospectus, an opinion of counsel to Singapore NewCo 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. Singapore NewCo shall
comply with all applicable rules and regulations of the Commission 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. Singapore NewCo shall use its
best efforts to cause all Registrable Securities included in any registration to be listed on such exchanges or otherwise designated
for trading in the same manner as similar securities issued by Singapore NewCo are then listed or designated or, if no such similar
securities are then listed or designated, in a manner satisfactory to the holders of a majority 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 $5,000,000, Singapore NewCo shall use its reasonable
efforts to make available senior executives of Singapore NewCo to participate in customary “road show” presentations
that may be reasonably requested by the Underwriter in any underwritten offering, with all out-of-pocket costs and expenses incurred
by Singapore NewCo or such officers in connection with such attendance and participation to be paid by Singapore NewCo.


 




    	 



     


    

 


3.2
Obligation to Suspend Distribution. Upon
receipt of any notice from Singapore NewCo 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 Form F-3 pursuant to Section 2.4 hereof, upon any suspension by Singapore NewCo, pursuant to
a written insider trading compliance program adopted by Singapore NewCo’s Board of Directors, of the ability of all “insiders”
covered by such program to transact in Singapore NewCo’s securities because of the existence of material non-public information,
each holder of 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 holder receives the supplemented
or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact
in Singapore NewCo’s securities is removed, as applicable, and, if so directed by Singapore NewCo, each such holder will
deliver to Singapore NewCo all copies, other than permanent file copies then in such holder’s possession, of the most recent
prospectus covering such Registrable Securities at the time of receipt of such notice.


 


3.3
Registration Expenses. Singapore NewCo
shall bear all costs and expenses incurred in connection with any Resale Registration pursuant to Section 2.1, Demand Registration
pursuant to Section 2.2, any Piggy-Back Registration pursuant to Section 2.3, and any registration on Form F-3 effected pursuant
to Section 2.4, and all expenses incurred in performing or complying with its other obligations under this Agreement, whether
or not the Registration Statement becomes effective, including, without limitation: (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) Singapore NewCo’s
internal expenses (including, without limitation, 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 Singapore NewCo and fees and expenses for independent certified public
accountants retained by Singapore NewCo (including the expenses or costs associated with the delivery of any opinions or comfort
letters requested pursuant to Section 3.1.9); (viii) the reasonable fees and expenses of any special experts retained by Singapore
NewCo in connection with such registration; and (ix) the reasonable fees and expenses of one legal counsel selected by the holders
of a majority-in-interest of the Registrable Securities included in such registration. Singapore NewCo 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 shareholders and Singapore NewCo shall bear the expenses of the Underwriter pro rata in proportion to the
respective amount of shares each is selling in such offering.


 


3.4
Information. The holders of Registrable
Securities shall provide such information as may reasonably be requested by Singapore NewCo, or the managing Underwriter, if any,
in connection with the preparation of any 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 Singapore
NewCo’s obligation to comply with federal and applicable state securities laws.


 


4.
INDEMNIFICATION AND CONTRIBUTION.


 


4.1
Indemnification by Singapore NewCo. Singapore
NewCo agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and each of their respective
officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls an
Investor and each other holder of Registrable Securities (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, whether joint or several, arising out of or based upon any untrue statement (or allegedly
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 (or alleged
omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or
any violation by Singapore NewCo of the Securities Act or any rule or regulation promulgated thereunder applicable to Singapore
NewCo and relating to action or inaction required of Singapore NewCo in connection with any such registration; and Singapore NewCo
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 expense, loss, judgment, claim, damage, liability or
action; provided, however, that Singapore NewCo will not be liable in any such case to the extent that any such expense, loss,
claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged
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 Singapore NewCo, in writing, by such selling holder
expressly for use therein. Singapore NewCo 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 selling holder of 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 holder, indemnify and hold harmless
Singapore NewCo, 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, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages
or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly 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 or the alleged 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 Singapore NewCo by such selling
holder expressly for use therein, and shall reimburse Singapore NewCo, its directors and officers, 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 holder’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 holder.


 


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, claim, judgment, damage, liability or action; 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.


 


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, claim, damage, liability or action 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, claim, damage, liability or action, 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 or alleged untrue statement of a material fact or the omission or alleged 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, claim, damage, liability or action 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.
RULE 144.


 


5.1
Rule 144. Singapore NewCo 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 the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable
such holders 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 Commission.


 


6.
MISCELLANEOUS.


 


6.1
Other Registration Rights. Singapore NewCo
represents and warrants that no person, other than the holders of the Registrable Securities, has any right to require Singapore
NewCo to register any of Singapore NewCo’s share capital for sale or to include shares Singapore NewCo’s share capital
in any registration filed by Singapore NewCo for the sale of share capital for its own account or for the account of any other
person.


 


6.2
Assignment; No Third Party Beneficiaries.
This Agreement and the rights, duties and obligations of Singapore NewCo hereunder may not be assigned or delegated by Singapore
NewCo in whole or in part, without the prior written consent of holders of a majority-in-interest of the Registrable Securities.
This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned
or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities
by any such holder. 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 holder of Registrable Securities or of any assignee of the Investors or
holder of Registrable Securities. 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.


 


6.3
Notices. All notices, demands, requests,
consents, approvals or other communications (collectively, “Notices”) required or permitted to be given
hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable
air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed as set forth
below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given
on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile; provided that, if
such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given
on the next business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following timely
delivery of such notice to a reputable air courier service with an order for next-day delivery.


 


To
Singapore NewCo:


 


__________________________________


__________________________________


__________________________________


Attention:
_________________________


Phone:
____________________________


Email:
____________________________


 


with
a copy to (which shall not constitute notice):


 


__________________


__________________


__________________


__________________


 




    	 



     


    

 


To
an Investor, to the address set forth below such Investor’s name on the signature pages 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.


 


6.5
Counterparts. This Agreement may be executed
in multiple counterparts, 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 (including
all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute
the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements,
representations, understandings, negotiations and discussions between the parties, whether oral or written.


 


6.7
Modifications and Amendments. No amendment,
modification or termination of this Agreement shall be binding upon any party unless executed in writing by such party.


 


6.8
Titles and Headings. Titles and headings
of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.


 


6.9
Waivers and Extensions. Any party to this
Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver will not be
effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement.
Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may
be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding
or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance
of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.


 


6.10
Remedies Cumulative. In the event that
Singapore NewCo fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Investor
or any other holder of Registrable Securities 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.


 


6.11
Governing Law. This Agreement shall be
governed by, interpreted under, and construed in accordance with the internal laws of the State of New York applicable to agreements
made and to be performed within the State of New York, without giving effect to any choice-of-law provisions thereof that would
compel the application of the substantive laws of any other jurisdiction.


 


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 Investor in the negotiation, administration, performance or enforcement hereof.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 




    	 



     


    

 


IN
WITNESS WHEREOF, the parties have caused this Amended and Restated Registration Rights Agreement to be executed and delivered
by their duly authorized representatives as of the date first written above.


 


	 	COMPANY:
	 	 	 
	 	DIGINEX
    LIMITED
	 	 	 
	 	By:	                
	 	Name:	
	 	Title:
    	 


 


[Signature
page to Amended and Restated Registration Rights Agreement]


 




    	 



     


    

 




	 	INVESTOR:
	 	 
	 	 
	 	Print
    Name of Investor
	 	 
	 	 
	 	Signature
	 	 	 
	 	By:	                      
	 	Title:	 
	 	Address:	 


 


[Signature
page to Amended and Restated Registration Rights Agreement]