Exhibit 4.3


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), is made as of January 27, 2021, by and among (i) FGI Industries Ltd. (the “Company”),
and (iii) Foremost Groups Ltd. (a “Holder” and collectively with other subsequent parties to the Agreement, “Holders”).


 


Recitals


 


WHEREAS, the Holder owns Registrable Securities;


 


WHEREAS, as of the date hereof,
payment has been made by certain underwriters for the initial public offering of Ordinary Shares (“IPO”); and


 


WHEREAS, in connection with
the IPO, the parties desire to set forth certain registration rights applicable to the Registrable Securities.


 


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


 


Section 1.
Certain Definitions. As used herein, the following terms shall have the following
meanings:


 


“Affiliate”
means with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person, where “control” means the possession, directly or indirectly, of the power to direct the
management and policies of a Person whether through the ownership of voting securities, contract or otherwise. For the avoidance of doubt,
neither the Company nor any Person controlled by the Company shall be deemed to be an Affiliate of any Holder.


 


“Agreement”
means this Registration Rights Agreement, as this agreement may be amended, modified, supplemented or restated from time to time after
the date hereof.


 


“Beneficial
Ownership” shall mean, with respect to a specified Person, the ownership of securities as determined in accordance with Rule 13d-3
of the Exchange Act, as such Rule is in effect from time to time. The terms “Beneficially Own” and “Beneficial
Owner” shall have a correlative meaning.


 


“Block
Trade” means an offering and/or sale of Registrable Securities by one or more of the Holders on a block trade or underwritten
basis (whether firm commitment or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a
same day trade, overnight trade or similar transaction.


 


“Business
Day” shall mean a day other than a Saturday, Sunday, or federal holiday or other day on which commercial banks in the City of
New York are authorized or required by law or other governmental action to close.


 


“Claims” has the meaning
ascribed to such term in Section 2.7(a).


 


“Demand Exercise Notice”
has the meaning ascribed to such term in Section 2.1(a).


 


“Demand Registration”
has the meaning ascribed to such term in Section 2.1(a).


 


“Demand Registration Request”
has the meaning ascribed to such term in Section 2.1(a).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC issued under such
Act, as they may from time to time be in effect.


 






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“Expenses”
means any and all fees and expenses incident to the Company’s performance of or compliance with Article 2, including, without
limitation: (i) SEC, stock exchange or FINRA, and all other registration and filing fees and all listing fees and fees with respect
to the inclusion of securities on the Nasdaq Stock Market, New York Stock Exchange or on any other securities market on which the Ordinary
Shares are listed or quoted, (ii) fees and expenses of compliance with state securities or “blue sky” laws of any state
or jurisdiction of the United States or compliance with the securities laws of foreign jurisdictions and in connection with the preparation
of a “blue sky” survey, including, without limitation, reasonable fees and expenses of outside “blue sky” counsel
and securities counsel in foreign jurisdictions, (iii) word processing, printing and copying expenses, (iv) messenger and delivery
expenses, (v) expenses incurred in connection with any road show, (vi) fees and disbursements of counsel for the Company, (vii) with
respect to each registration or underwritten offering, the reasonable fees and disbursements of one counsel for the Participating Holder(s) (selected
by the Majority Participating Holders), (viii) fees and disbursements of all independent public accountants (including the expenses
of any audit and/or comfort letter and updates thereof) and fees and expenses of other Persons, including special experts, retained by
the Company, (ix) fees and expenses payable to any Qualified Independent Underwriter, (x) any other fees and disbursements of
underwriters, if any, customarily paid by issuers or sellers of securities, including reasonable fees and expenses of counsel for the
underwriters in connection with any filing with or review by FINRA (excluding, for the avoidance of doubt, any underwriting discount,
commissions, or spread), (xi) fees and expenses of any transfer agent or custodian and (xii) expenses for securities law liability
insurance and any rating agency fees.


 


“Family
Member” means, with respect to any Person who is an individual, any spouse, parent, siblings or lineal descendants of such Person
(including adoptive relationships) and any trust or other estate planning vehicle over which such Person has Control established for the
benefit of such Person and/or such Person’s spouse and/or such Person’s descendants (by birth or adoption), parents, siblings
or dependents.


 


“FINRA” means the
Financial Industry Regulatory Authority, Inc.


 


“Holder(s)”
means (1) any Person who is a signatory to this Agreement, or (2) any Permitted Transferee to whom any Person who is a signatory
to this Agreement shall assign or transfer any rights hereunder; provided that in the case of clause (2), such Person or such transferee,
as applicable, has executed and delivered to the Company a joinder agreement in the form of Exhibit A hereto, and has thereby
agreed in writing to be bound by this Agreement in respect of such Registrable Securities.


 


“Incidental Registration Notice”
has the meaning ascribed to such term in Section 2.2(a).


 


“Initiating Holder(s)”
has the meaning ascribed to such term in Section 2.1(a).


 


“IPO” has the meaning
ascribed to such term in the Preamble.


 


“Law” means any law
(including common law), statute, code, ordinance rule or regulation of any governmental entity.


 


“Litigation” means
any action, proceeding or investigation in any court or before any governmental authority.


 


“Lock-Up
Agreement” means any agreement entered into by a Holder that provides for restrictions on the transfer of Registrable Securities
held by such Holder.


 


“Long Form Registrations”
has the meaning ascribed to such term in Section 2.1(a).


 


“Majority
Participating Holders” means Participating Holders holding more than 50% of the Registrable Securities proposed to be included
in any offering of Registrable Securities by such Participating Holders pursuant to Section 2.1 or Section 2.2.


 


“Market Standoff Period”
has the meaning ascribed to such term in Section 2.3.


 


“Opt-Out Request”
has the meaning ascribed to such term in Section 3.13(c).


 


“Ordinary
Shares” shall mean the ordinary shares of the Company, and any and all securities of any kind whatsoever which may be issued
after the date hereof in respect of, or in exchange for, such ordinary shares of the Company pursuant to a merger, consolidation, stock
split, stock dividend or recapitalization of the Company or otherwise.


 






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“Ordinary
Share Equivalents” means all options, warrants and other securities convertible into, or exchangeable or exercisable for (at
any time or upon the occurrence of any event or contingency and without regard to any vesting or other conditions to which such securities
may be subject) shares of capital stock or other equity securities of such Person (including, without limitation, any note or debt security
convertible into or exchangeable for shares of capital stock or other equity securities of such Person).


 


“Participating
Holders” means all Holders of Registrable Securities which are proposed to be included in any offering of Registrable Securities
pursuant to Section 2.1 or Section 2.2.


 


“Permitted
Transferee” (a) in the case of a Holder who is an individual, (i) any executor, administrator or testamentary trustee
of such Holder’s estate if such Holder dies, (ii) any Person receiving Registerable Securities of such Holder by will, intestacy
laws or the laws of descent or survivorship, or (iii) any trustee of a trust (including an inter vivos trust) of which there are
no principal beneficiaries other than such Holder or one or more Family Members of such Limited Partner over which such Limited Partner
has Control and (b) in the case of a Holder that is not an individual, its Affiliates, its shareholders, its limited partners, its
other equity owners and its limited liability company members.


 


“Person”
means any individual, corporation (including not for profit), general or limited partnership, limited liability company, joint venture,
estate, trust, association, joint-stock company, unincorporated organization, governmental entity or agency or other entity of any kind
or nature.


 


“Piggyback Registration”
has the meaning ascribed to such term in Section 2.2(a).


 


“Policies” has the
meaning ascribed to such term in Section 3.13(b).


 


“Qualified Independent Underwriter”
means a “qualified independent underwriter” within the meaning of FINRA Rule 5121.


 


“Registrable
Securities” means (a) any Ordinary Shares held by the Holders at any time (including those held as a result of, or issuable
upon, the conversion or exercise of Ordinary Share Equivalents), whether now owned or acquired by the Holders at a later time, (b) any
Ordinary Shares issued or issuable, directly or indirectly, in exchange for or with respect to the Ordinary Shares referenced in clause
(a) above by way of stock dividend, stock split or combination of shares in connection with a reclassification, recapitalization,
merger, share exchange, consolidation or other reorganization and (c) any securities issued in replacement of or exchange for any
securities described in clause (a) or (b) above. 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 been declared
effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (B) such
securities are able to be immediately sold pursuant to Rule 144 without restrictions as to volume limitations and (C) such securities
are otherwise transferred or sold, the Company has delivered a new certificate or other evidence of ownership for such securities not
bearing a legend and such securities may be resold without subsequent registration under the Securities Act.


 


“Rule 144” and
 “Rule 144A” have the meaning ascribed to such term in Section 3.1.


 


“SEC” means the Securities
and Exchange Commission or such other federal agency which at such time administers the Securities Act.


 


“Section 3.13 Representatives”
has the meaning ascribed to such term in Section 3.13(b).


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC issued under such Act, as they
may from time to time be in effect.


 


“Shelf Offering” has
the meaning ascribed to such term in Section 2.1(c)(ii).


 


“Shelf Registration Statement”
means a shelf registration statement filed under Rule 415 of the Securities Act.


 


“Short Form Registrations”
has the meaning ascribed to such term in Section 2.1(a).


 


“Sponsor
Shareholders” means the entities set forth on Schedule I hereto and any of their respective Affiliates or employees and
any of their respective Permitted Transferees (in each case, who own, from time to time, Ordinary Shares).


 


“Subsidiary”
means any direct or indirect subsidiary of the Company on the date hereof and any direct or indirect subsidiary of the Company organized
or acquired after the date hereof.


 


“Take-Down Notice”
has the meaning ascribed to such term in Section 2.1(c)(ii).


 






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Section 2.
Registration Rights.


 


2.1. Demand Registrations.


 


(a) Demand Registrations
Generally. This Section 2.1 sets forth the terms pursuant to which a Sponsor Shareholder may request registration under
the Securities Act of all or any portion of the Registrable Securities held by such Sponsor Shareholder on Form S-1 or any similar
long form registration (“Long Form Registration”), and on Form S-3 or any similar short form registration
(“Short Form Registration”), if available. All registrations requested pursuant to this Section 2.1
are referred to herein as “Demand Registrations.” If the Company shall receive from (i) a Sponsor Shareholder
at any time after the closing of the IPO or (ii) any other Holder or group of Holders holding Registrable Securities at any time
beginning on the six month anniversary of the closing of the IPO, a written request that the Company file a registration statement with
respect to all or a portion of the Registrable Securities (a “Demand Registration Request,”) and the sender(s) of
such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within
ten Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all
other Holders, and, subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable,
the registration under the Securities Act (including, without limitation, by means of a Shelf Registration Statement thereunder if so
requested and if the Company is then eligible to use such a registration) of all Registrable Securities that the Holders request to be
registered. Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered.


 


(b) Long Form Registrations.
At any time that the Company is not legally eligible to file a registration statement with the SEC on Form S-3 or any similar short
form registration statement, each Sponsor Shareholder or a group of Sponsor Shareholders shall be entitled to request an unlimited amount
of Long Form Registrations subject to Section 2.1(e), the Company shall effect such Long Form Registrations pursuant
to Section 2.4 and the Company shall pay all Expenses in connection with such Long Form Registrations.


 


(c) Short Form Registrations.


 


(i) In addition
to the Long Form Registrations provided pursuant to Section 2.1(b), each Sponsor Shareholder or a group of Sponsor Shareholders
shall be entitled to request an unlimited number of Short Form Registrations, the Company shall effect such Short Form Registrations
pursuant to Section 2.4 and the Company shall pay all Expenses in connection with any such Short Form Registration that
covers Registrable Securities with a value of at least $3,000,000. The Company shall use its best efforts to make Short Form Registrations
on Form S-3 available for the sale of Registrable Securities and if Short Form Registrations on Form S-3 are available
for the sale of Registerable Securities, each Sponsor Shareholder may only request registration on Form S-3.


 


(ii) At any time
that any Short Form Registration is effective, if any Holder or group of Holders holding Registrable Securities delivers a notice
to the Company (a “Take-Down Notice”) stating that it intends to effect an underwritten offering or distribution of
all or part of its Registrable Securities included by it on any Short Form Registration (a “Shelf Offering”) and
stating the number of the Registrable Securities to be included in the Shelf Offering, then the Company shall amend or supplement the
Short Form Registration as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf
Offering (taking into account the inclusion of Registrable Securities by any other Holders thereof pursuant to this Section 2.1(c)(ii)).
In connection with any Shelf Offering, the Company shall, promptly after receipt of a Take-Down Notice, deliver such notice to all other
Holders of Registrable Securities included in any Short Form Registration and permit each Holder to include its Registrable Securities
included on a Short Form Registration in the Shelf Offering if such Holder notifies the proposing Holders and the Company within
two Business Days after delivery of the Take-Down Notice to such Holder, and in the event that the managing underwriter advises the Holders
of such securities in writing that in its or their view the total number or dollar amount of Registrable Securities proposed to be sold
in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be
included by other Holders of securities entitled to include securities in such offering pursuant to piggyback registration rights described
in Section 2.2 hereof), the managing underwriter may limit the number of shares which would otherwise be included in such
Shelf Offering in the same manner as is described in Section 2.1(d).


 






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(iii) Notwithstanding
the foregoing, if any Sponsor Shareholder wishes to engage in a Block Trade off of a Shelf Registration Statement on Form S-3 (either
through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement),
then notwithstanding the foregoing time periods, the Initiating Holder only needs to notify the Company of the Block Trade on the day
such offering is to commence and the Company shall notify the other Holders that did not initiate the Block Trade. The Holders must elect
whether or not to participate in such Block Trade on the day such offering is to commence, and the Company shall as expeditiously as possible
use its reasonable best efforts (including co-operating with such Holders with respect to the provision of necessary information) to facilitate
such Block Trade (which may close as early as two Business Days after the date it commences), provided, that in the case of such Block
Trade, only Sponsor Shareholders shall have a right to notice and to participate, and provided, further, that the Sponsor Shareholder
requesting such Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such
request in order to facilitate preparation of offering documents related to the Block Trade. For the avoidance of doubt, Holders other
than the Sponsor Shareholders shall not be entitled to receive notice of, or to elect to participate in, a Block Trade or any Shelf Registration
Statement or prospectus to be used in connection with such Block Trade.


 


(d) Demand Registration
Priority. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the
prior written consent of the Majority Participating Holders included in such registration. If a Demand Registration is an underwritten
offering and the managing underwriters advise the Company in writing that, in their opinion, the number of Registrable Securities and,
if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other
securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Majority Participating
Holders to be included in such registration therein, without adversely affecting the marketability of the offering, the Company shall
include in such registration prior to the inclusion of any securities which are not Registrable Securities (i) first, the number
of Registrable Securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the
price range of such offering, pro rata among the respective Holders thereof on the basis of the number of Registrable Securities requested
to be included therein by each such Holder, and (ii) second, any other securities with respect to which the Company has granted registration
rights in accordance with Section 2.1(g) hereof requested to be included in such registration, pro rata among the respective
Holders thereof on the basis of the amount of such securities requested to be included therein by each such Holder. Without the consent
of the Company and the Majority Participating Holders included in such registration, any Persons other than Holders of Registrable Securities
who participate in Demand Registrations which are not at the Company’s expense must pay their share of the Expenses as provided
in Section 2.5 hereof.


 


(e) Restrictions on
Demand Registrations. The Company shall not be obligated to effect any Demand Registration (i) within 30 days after a Demand
Registration pursuant to this Section 2.1 that has been declared or ordered effective, (ii) during the period any applicable
restrictions are still in effect pursuant to any Lock-Up Agreement that has not been waived (or is not reasonably expected to be waived)
by the underwriters party thereto, (iii) if the Company shall furnish to such Holders a certificate signed by the Chief Executive
Officer of the Company stating that in the good faith judgment of the Board (after consultation with external legal counsel), any registration
of Registrable Securities should not be made or continued (or sales under a Shelf Registration Statement should be suspended) because
(i) such registration (or continued sales under a Shelf Registration Statement) would materially and adversely interfere with any
existing or potential material financing, acquisition, corporate reorganization or merger or other material transaction or event involving
the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the premature disclosure
of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business
Reason”) then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or
suspend sales under an existing Shelf Registration Statement until five Business Days after such Valid Business Reason no longer exists,
but in no event for more than 60 days after the date the Board determines a Valid Business Reason exists and (y) in the case a registration
statement has been filed relating to a Demand Registration Request, if the Valid Business Reason has not resulted from actions taken by
the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending
or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event
for more than 60 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to
the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a Shelf Registration
Statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case,
promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than
(A) 60 days in any 90 day period or (B) for periods exceeding, in the aggregate, 90 days in any 12 month period, or (z) in
the case of a Demand Registration, consisting of a Long Form Registration, within 180 days after the effective date of a previous
Long Form Registration or a previous registration in which the Holders of Registrable Securities were given piggyback rights pursuant
to Section 2.2 and in which at least 75% of the number of Registrable Securities requested to be included by the Holders were
included in such registration. In the event the Company gives written notice of a Valid Business Reason, the Holders of Registrable Securities
initially requesting such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand
Registration shall not be treated as one of the permitted Demand Registrations hereunder and the Company shall pay all Expenses in connection
with such registration. Notwithstanding the foregoing, the Company may postpone a Demand Registration hereunder only twice in any twelve-month
period.


 






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If the Company shall give
any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(e),
the Company shall not, during the period of postponement, withdrawal or suspension, register any Ordinary Shares, other than pursuant
to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities
agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant
to clause (iv) of this Section 2.1(e), such Holder will discontinue its disposition of Registrable Securities pursuant
to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company’s expense) all copies,
other than permanent file copies, then in such Holder’s possession of the prospectus covering such Registrable Securities that was
in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement
filed pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(e) or as a result of
any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not
be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration
statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have
been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration
statement, the Company shall, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement
no longer exists (but in no event later than 60 days after the date of the postponement or withdrawal), use its reasonable best efforts
to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement
in accordance with Section 2.1 (unless the Initiating Holders shall have withdrawn such request, in which case the Company
shall not be considered to have effected an effective registration for the purposes of this Agreement), and such registration shall not
be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(c).


 


(f) Selection of Underwriters.
The Initiating Holder(s) shall have the right to select the investment banker(s), manager(s) and legal counsel to administer
the offering.


 


(g) Other Registration
Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders that hold or
Beneficially Own more than 50% of the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities
of the Company giving such holder or prospective holder any registration rights the terms of which are more favorable taken as a whole
than the registration rights granted to the Holders hereunder unless the Company shall also give such rights to such Holders.


 


2.2. Piggyback Registrations.


 


(a) Piggyback Rights.
If the Company at any time proposes to file a registration statement with respect to any offering of its securities for its own account
or for the account of any Person who holds its securities (other than (i) a registration on Form S-4 or S-8 or any successor
form to such forms, (ii) a registration of securities solely relating to an offering and sale to employees, directors or consultants
of the Company pursuant to any employee stock plan or other employee benefit plan arrangement, (iii) a registration of non-convertible
debt securities, or (iv) any Demand Registration made pursuant to Section 2.1(a) or Section 2.1(b) herein)
(a “Piggyback Registration”) then, as expeditiously as reasonably possible (but in no event less than ten days following
the date of filing such registration statement), the Company shall give written notice (the “Incidental Registration Notice”)
of such proposed filing to all Holders of Registrable Securities, and such notice shall offer the Holder the opportunity to register such
number of Registrable Securities as each such Holder may request in writing. Subject to Section 2.2(c) and Section 2.2(d),
the Company shall include in such registration statement all such Registrable Securities which are requested to be included therein within
15 days after the Incidental Registration Notice is given to such Holders.


 






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(b) Priority on Primary
Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters
advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the
number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include,
after including all of the primary securities the Company desires to include in such registration, (i) first, the number of Registrable
Securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range
of such offering, pro rata among the respective Holders thereof on the basis of the number of Registrable Securities requested to be included
therein by each such Holder, and (ii) second, other securities with respect to which the Company has granted registration rights
in accordance with Section 2.1(g) hereof requested to be included in such registration, pro rata among the respective
Holders thereof on the basis of the amount of such securities requested to be included therein by each such Holder.


 


(c) Priority on Secondary
Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of Holders of the Company’s securities,
and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in
such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the consent
of the Majority Participating Holders to be included in such registration, the Company shall include in such registration (i) first,
the securities requested to be included therein by the Holders requesting such registration and the Registrable Securities requested to
be included in such registration, pro rata among the Holders of such securities and such Registrable Securities on the basis of the number
of shares requested to be included therein by each such Holder, and (ii) second, other securities with respect to which the Company
has granted registration rights in accordance with Section 2.1(g) hereof requested to be included in such registration,
pro rata among the respective Holders thereof on the basis of the amount of such securities requested to be included therein by each such
Holder.


 


(d) Selection of Underwriters.
If any Piggyback Registration is an underwritten secondary offering on behalf of the Holders of the Company’s securities, the selection
of investment banker(s) and manager(s) for the offering must be approved in writing by the Sponsor Shareholders.


 


(e) Other Registrations.
If the Company has previously filed a registration statement with respect to Registrable Securities pursuant to Section 2.1
or pursuant to this Section 2.2, and if such previous registration has not been withdrawn or abandoned or all shares offered
thereunder have been sold, the Company shall not file or cause to be effected any other registration of any of its equity securities or
securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8
or any successor form), whether on its own behalf or at the request of any Holder or Holders of such securities, until a period of at
least 180 days has elapsed from the effective date of such previous registration.


 


2.3. Holdback Agreement.
Each Holder agrees not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any equity securities
of the Company, or any securities convertible into or exchangeable or exercisable for such securities, enter into a transaction which
would have the same effect or would otherwise effect a public sale or distribution (including sales pursuant to Rule 144), or enter
into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such securities,
whether any such aforementioned transaction is to be settled by delivery of such securities or other securities, in cash or otherwise,
or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge
or other arrangement, in each case during the period beginning seven days before and ending 90 days after the effective date of any underwritten
public offering of any equity securities of the Company pursuant to which securities are registered pursuant to this Agreement (including
Demand and Piggyback Registrations) (the “Market Standoff Period”), except as part of such underwritten registration
if otherwise permitted, unless the underwriters managing the underwritten public offering otherwise agree and such agreement permits all
Holders of Registrable Securities to sell such securities on a pro rata basis. In addition, each Holder of Registrable Securities agrees
to execute any further letters, agreements and/or other documents reasonably requested by the Company or its underwriters which are consistent
with the terms of this Section 2.3. The Company may impose stop-transfer instructions with respect to securities subject to
the foregoing restrictions until the end of such Market Standoff Period.


 






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2.4. Registration Procedures.
If and whenever the Company is required by the provisions of this Agreement to effect or cause the registration of any Registrable Securities
under the Securities Act as provided in this Agreement, the Company shall use its reasonable best efforts to effect the registration and
the widely disseminated sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant
thereto the Company shall, as expeditiously as possible:


 


(a) prepare and file with
the SEC and FINRA all filings required for the consummation of the offering, including preparing and filing with the SEC a registration
statement on than appropriate form of the SEC for the disposition of such Registrable Securities in accordance with the intended method
of disposition thereof, which registration form (i) shall be selected by the Company and (ii) shall, in the case of a shelf
registration, be available for the sale of the Registrable Securities by the selling Holders thereof and such registration statement shall
comply as to form in all material respects with the requirements of the applicable registration form and include all financial statements
required by the SEC to be filed therewith, and the Company shall use its reasonable best efforts to cause such registration statement
to become effective and remain continuously effective from the date such registration statement is declared effective until the earliest
to occur (A) the first date as of which all of the Registrable Securities included in the registration statement have been sold or
(B) a period of 90 days in the case of an underwritten offering effected pursuant to a registration statement other than a Shelf
Registration Statement and a period of three years in the case of a Shelf Registration Statement (provided that before filing a registration
statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Majority Participating
Holders covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to
the review and comment of such counsel);


 


(b) notify each Holder
of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments
and supplements to such registration statement and the prospectus used in connection therewith and such free writing prospectuses and
Exchange Act reports as may be necessary to keep such registration statement continuously effective for the period set forth in Section 2.4(a) and
to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered
by such registration statement in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such
registration statement (and, in connection with any Shelf Registration Statement, file one or more prospectus supplements pursuant to
Rule 424 under the Securities Act covering Registrable Securities upon the request of one or more Holders wishing to offer or sell
Registrable Securities whether in an underwritten offering or otherwise);


 


(c) furnish to each seller
of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus
included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably
request in order to facilitate the disposition of the Registrable Securities owned by such seller;


 


(d) use its reasonable
best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as
any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such
seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company
shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify
but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process
in any such jurisdiction);


 


(e) promptly notify each
seller of such Registrable Securities, at any time when a prospectus relating thereto 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 contains an untrue statement
of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller,
the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable
Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements
therein not misleading;


 






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(f) promptly notify each
Participating Holder and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the
prospectus or any prospectus supplement related thereto, any post-effective amendment to the registration statement or any free writing
prospectus has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective;
(ii) of any request by the SEC or state securities authority for amendments or supplements to the registration statement or the prospectus
related thereto or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of
the registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company of any notification
with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or state “blue sky”
laws of any jurisdiction or the initiation of any proceeding for such purpose; (v) of the existence of any fact of which the Company
becomes aware which results in the registration statement or any amendment thereto, the prospectus related thereto or any supplement thereto,
any document incorporated therein by reference, any free writing prospectus or the information conveyed to any purchaser at the time of
sale to such purchaser containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein
or necessary to make any statement therein not misleading; and (vi) if at any time the representations and warranties contemplated
by any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true
and correct in all material respects; and, if the notification relates to an event described in clause (v), the Company shall promptly
prepare and furnish to each such seller and each underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended
so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein in the light
of the circumstances under which they were made not misleading;


 


(g) cause all such Registrable
Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed,
cause all such Registrable Securities to be listed on a national securities exchange and, without limiting the generality of the foregoing,
to arrange for at least two market makers to register as such with respect to such Registrable Securities with FINRA;


 


(h) cause its senior management,
officers and employees to participate in, and to otherwise facilitate and cooperate with the preparation of the registration statement
and prospectus and any amendments or supplements thereto (including participating in meetings, drafting sessions, due diligence sessions
and rating agency presentations) taking into account the Company’s reasonable business needs;


 


(i) provide a transfer
agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;


 


(j) enter into such customary
agreements (including underwriting agreements in customary form) and take all such other actions as the Majority Participating Holders
being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities
(including effecting a stock split or a combination of shares);


 


(k) in any transaction
involving the use of an underwriter or underwriters, use its reasonable best efforts (i) to obtain an opinion from the Company’s
counsel, including local and/or regulatory counsel, and a comfort letter and updates thereof from the Company’s independent public
accountants who have certified the Company’s financial statements included or incorporated by reference in such registration statement,
in each case, in customary form and covering such matters as are customarily covered by such opinions and comfort letters (including,
in the case of such comfort letter, events subsequent to the date of such financial statements) delivered to underwriters in underwritten
public offerings, which opinion and letter shall be dated the dates such opinions and comfort letters are customarily dated and otherwise
reasonably satisfactory to the underwriters, if any, and (ii) furnish to each Holder participating in the offering and to each underwriter,
if any, a copy of such opinion and letter addressed to such underwriter;


 


(l) make available for
inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement
and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate
documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply
all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration
statement;


 


(m) deliver promptly to
counsel for each Participating Holder and to each managing underwriter, if any, copies of all correspondence between the SEC and the Company,
its counsel or auditors and all memoranda relating to discussions with the SEC or its staff with respect to the registration statement,
and, upon receipt of such confidentiality agreements as the Company may reasonably request, make reasonably available for inspection by
counsel for each Participating Holder, by counsel for any underwriter, participating in any disposition to be effected pursuant to such
registration statement and by any accountant or other agent retained by any Participating Holder or any such underwriter, all pertinent
financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers,
directors and employees to supply all information reasonably requested by any such counsel for a Participating Holder, counsel for an
underwriter, accountant or agent in connection with such registration statement;


 






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(n) use its reasonable
best efforts to obtain the prompt withdrawal of any order suspending the effectiveness of the registration statement, or the prompt lifting
of any suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction, in each case, as promptly as
reasonably practicable;


 


(o) provide a CUSIP number for all Registrable
Securities, not later than the effective date of the registration statement;


 


(p) use its best efforts
to make available its senior management, employees and personnel for participation in “road shows” and other marketing efforts
and otherwise provide reasonable assistance to the underwriters (taking into account the needs of the Company’s businesses and the
requirements of the marketing process) in marketing the Registrable Securities in any underwritten offering;


 


(q) promptly prior to the
filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing
of such registration statement), and prior to the filing of any free writing prospectus, provide copies of such document to counsel for
each Participating Holder and to each managing underwriter, if any, and make the Company’s representatives reasonably available
for discussion of such document and make such changes in such document concerning the Participating Holders prior to the filing thereof
as counsel for the Participating Holders or underwriters may reasonably request;


 


(r) furnish to counsel
for each Participating Holder and to each managing underwriter, without charge, at least one signed copy of the registration statement
and any post-effective amendments or supplements thereto, including financial statements and schedules, all documents incorporated therein
by reference, the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus),
any other prospectus filed under Rule 424 under the Securities Act and all exhibits (including those incorporated by reference) and
any free writing prospectus utilized in connection therewith;


 


(s) cooperate with the
Participating Holders and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing
any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such
denominations and registered in such names in accordance with the underwriting agreement at least two Business Days prior to any sale
of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the instructions of the Participating
Holders at least two Business Days prior to any sale of Registrable Securities and instruct any transfer agent and registrar of Registrable
Securities to release any stop transfer orders in respect thereof;


 


(t) cooperate with any
due diligence investigation by any manager, underwriter or Participating Holder and make available such documents and records of


 


(u) the Company and its
Subsidiaries that they reasonably request (which, in the case of the Participating Holder, may be subject to the execution by the Participating
Holder of a customary confidentiality agreement in a form which is reasonably satisfactory to the Company);


 


(v) take no direct or indirect
action prohibited by Regulation M under the Exchange Act;


 


(w) use its best efforts
to comply with all applicable rules and regulations of the SEC, and make available to its security Holders, as soon as reasonably
practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first
full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder;


 


(x) permit any Holder of
Registrable Securities which Holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person
of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of
material, furnished to the Company in writing, which in the reasonable judgment of such Holder and its counsel should be included;


 






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(y) in the event of the
issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use
of any related prospectus or suspending the qualification of any of the Company’s equity securities included in such registration
statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order;


 


(z) use its best efforts
to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental
agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;


 


(aa) obtain a cold comfort letter
from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by
cold comfort letters as the Majority Participating Holders reasonably request; provided, that such Registrable Securities constitute at
least 5% of the securities covered by such registration statement; and


 


(bb) take all such other commercially
reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities;


 


(cc) take all reasonable action
to ensure that any free writing prospectus utilized in connection with any registration covered by Section 2.1 or 2.2 complies in
all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained
in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, will not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading; and


 


(dd) in connection with any
underwritten offering, if at any time the information conveyed to a purchaser at the time of sale includes any untrue statement of a material
fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which
they were made, not misleading, promptly file with the SEC such amendments or supplements to such information as may be necessary so that
the statements as so amended or supplemented will not, in light of the circumstances, be misleading.


 


2.5. Registration Expenses.
All Expenses incurred in connection with any registration, filing, qualification or compliance pursuant to Article 2 shall be borne
by the Company, whether or not a registration statement becomes effective. All underwriting discounts and all selling commissions relating
to securities registered by the Holders shall be borne by the holders of such securities pro rata in accordance with the number of shares
sold in the offering by such Participating Holder.


 


2.6. No Required Sale.
Nothing in this Agreement shall be deemed to create an independent obligation on the part of any Holder to sell any Registrable Securities
pursuant to any effective registration statement.


 






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2.7. Indemnification.


 


(a) In the event of any
registration and/or offering of any securities of the Company under the Securities Act pursuant to this Article 2, the Company will,
and hereby agrees to, and hereby does, indemnify and hold harmless, to the fullest extent permitted by law, each Holder, its directors,
officers, fiduciaries, trustees, employees, shareholders, members or general and limited partners (and the directors, officers, fiduciaries,
employees, shareholders, members, beneficiaries or general and limited partners thereof), any underwriter (as defined in the Securities
Act) for such Holder and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or Exchange
Act, from and against any and all losses, claims, damages or liabilities, joint or several, actions or proceedings (whether commenced
or threatened) and expenses (including reasonable fees of counsel and any amounts paid in any settlement effected with the Company’s
consent, which consent shall not be unreasonably withheld or delayed) to which each such indemnified party may become subject under the
Securities Act or otherwise in respect thereof (collectively, “Claims”), insofar as such Claims arise out of or are
based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under
which such securities were registered under the Securities Act or the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement
of a material fact contained in any preliminary or final prospectus or any amendment or supplement thereto, together with the documents
incorporated by reference therein, or any free writing prospectus utilized in connection therewith, or the omission or alleged omission
to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or (iii) any untrue statement or alleged untrue statement of a material
fact in the information conveyed by the Company to any purchaser at the time of the sale to such purchaser, or the omission or alleged
omission to state therein a material fact required to be stated therein, or (iv) any violation by the Company of any federal, state
or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection
with any such registration, and the Company will reimburse any such indemnified party for any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such Claim as such expenses are incurred; provided, however,
that the Company shall not be liable to any such indemnified party in any such case to the extent such Claim arises out of or is based
upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact made in such
registration statement or amendment thereof or supplement thereto or in any such prospectus or any preliminary or final prospectus or
free writing prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such indemnified
party specifically for use therein. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any
investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such seller.


 


(b) Each Participating
Holder shall, severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph
(a) of this Section 2.7) to the extent permitted by law the Company, its officers and directors, each Person controlling
the Company within the meaning of the Securities Act, each underwriter (within the meaning of the Securities Act) of the Company’s
securities covered by such a registration statement, any Person who controls such underwriter, and any other Holder selling securities
in such registration statement and each of its directors, officers, partners or agents or any Person who controls such Holder with respect
to any untrue statement or alleged untrue statement of any material fact in, or omission or alleged omission of any material fact from,
such registration statement, any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any free
writing prospectus utilized in connection therewith, if such statement or alleged statement or omission or alleged omission was made in
reliance upon and in conformity with written information furnished to the Company or its representatives by or on behalf of such Participating
Holder, specifically for use therein and reimburse such indemnified party for any legal or other expenses reasonably incurred in connection
with investigating or defending any such Claim as such expenses are incurred; provided, however, that the aggregate amount which any such
Participating Holder shall be required to pay pursuant to this Section 2.7(b) and 2.7(d) shall in no case
be greater than the amount of the net proceeds actually received by such Participating Holder upon the sale of the Registrable Securities
pursuant to the registration statement giving rise to such Claim. The Company and each Participating Holder hereby acknowledge and agree
that, unless otherwise expressly agreed to in writing by such Participating Holders to the contrary, for all purposes of this Agreement,
the only information furnished or to be furnished to the Company for use in any such registration statement, preliminary or final prospectus
or amendment or supplement thereto or any free writing prospectus are statements specifically relating to (a) the Beneficial Ownership
of Ordinary Shares by such Participating Holder and its Affiliates and (b) the name and address of such Participating Holder. Such
indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of
such indemnified party and shall survive the transfer of such securities by such Holder.


 






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(c) Any Person entitled
to indemnification under this Agreement shall notify promptly the indemnifying party in writing of the commencement of any action or proceeding
with respect to which a claim for indemnification may be made pursuant to this Section 2.9, but the failure of any indemnified
party to provide such notice shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 2.9,
except to the extent the indemnifying party is materially and actually prejudiced thereby and shall not relieve the indemnifying party
from any liability which it may have to any indemnified party otherwise than under this Article 2. In case any action or proceeding
is brought against an indemnified party, the indemnifying party shall be entitled to (x) participate in such action or proceeding
and (y) unless, in the reasonable opinion of outside counsel to the indemnified party, a conflict of interest between such indemnified
and indemnifying parties may exist in respect of such claim, assume the defense thereof jointly with any other indemnifying party similarly
notified, with counsel reasonably satisfactory to such indemnified party. The indemnifying party shall promptly notify the indemnified
party of its decision to assume the defense of such action or proceeding. If, and after, the indemnified party has received such notice
from the indemnifying party, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense of such action or proceeding other than reasonable costs of investigation;
provided, however, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or
proceeding within 10 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so;
or (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party
reasonably shall have concluded that there may be one or more legal or equitable defenses available to such indemnified party which are
not available to the indemnifying party or which may conflict with those available to another indemnified party with respect to such Claim;
or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional
conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but
with no more than one firm of counsel for all indemnified parties in each jurisdiction, except to the extent any indemnified party or
parties reasonably shall have made a conclusion described in clause (ii) or (iii) above) and the indemnifying party shall be
liable for any expenses therefor. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement
or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such
action or claim), unless such settlement or compromise (i) includes an unconditional release of such indemnified party from all liability
on any claims that are the subject matter of such action or claim and (ii) does not include a statement as to, or an admission of,
fault, culpability or a failure to act by or on behalf of an indemnified party. The indemnity obligations contained in Sections 2.7(a) and
2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement
is effected without the consent of the indemnified party which consent shall not be unreasonably withheld.


 


(d) If for any reason the
foregoing indemnity is held by a court of competent jurisdiction to be unavailable to an indemnified party under Section 2.7(a) or
(b), then each applicable indemnifying party shall contribute to the amount paid or payable to such indemnified party as a result
of any Claim in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified
party, on the other hand, with respect to such Claim as well as any other relevant equitable considerations. The relative fault shall
be determined by a court of law 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 the indemnifying party or the indemnified
party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement
or omission. If, however, the allocation provided in the second preceding sentence is not permitted by applicable law, then each indemnifying
party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only
such relative faults but also the relative benefits of the indemnifying party and the indemnified party as well as any other relevant
equitable considerations. The parties hereto agree that it would not be just and equitable if any contribution pursuant to this Section 2.7(d) were
to be 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 preceding sentences of this Section 2.7(d). The amount paid or payable in respect of any Claim shall be
deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending
any such Claim. 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. Notwithstanding anything in
this Section 2.7(d) to the contrary, no indemnifying party (other than the Company) shall be required pursuant to this Section 2.7(d) to
contribute any amount greater than the amount of the net proceeds actually received by such indemnifying party upon the sale of the Registrable
Securities pursuant to the registration statement giving rise to such Claim, less the amount of any indemnification payment made by such
indemnifying party pursuant to Section 2.7(b).


 


(e) The indemnity and contribution
agreements contained herein shall be in addition to any other rights to indemnification or contribution which any indemnified party may
have pursuant to law or contract (except as set forth in subsection (f) below) and shall remain operative and in full force and effect
regardless of any investigation made or omitted by or on behalf of any indemnified party and shall survive the transfer of the Registrable
Securities by any such party and the completion of any offering of Registrable Securities in a registration statement.


 


(f) If a customary underwriting
agreement shall be entered into in connection with any registration pursuant to Section 2.1 or 2.2 and certain indemnity,
contribution and related provisions between the Company and the Participating Holder, the indemnity, contribution and related provisions
set forth therein shall supersede the indemnification and contribution provisions set forth in this Section 2.7.


 






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2.8. Participation in Underwritten
Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to
sell such Person’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Person or Persons
entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such underwriting arrangements; provided, that no Holder of Registrable
Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the
underwriters (other than representations and warranties regarding such Holder and such Holder’s intended method of distribution)
or to undertake any indemnification obligations, or provide any information, to the Company or the underwriters with respect thereto,
except as otherwise provided in Section 2.8 hereof.


 


2.9. No Inconsistent Agreements.
The Company shall not hereafter enter into any agreement with respect to its securities that is inconsistent with or violates the rights
granted to the Holders in this Agreement.


 


2.10. Adjustments Affecting
Registrable Securities. The Company shall not take any action, or permit any change to occur, with respect to its securities which
would adversely affect the ability of the Holders of Registrable Securities to include such Registrable Securities in a registration undertaken
pursuant to this Agreement or which would adversely affect the marketability of such Registrable Securities in any such registration (including,
without limitation, effecting a stock split or a combination of shares).


 


Section 3.
General


 


3.1. Rule 144 and
Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange
Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Ordinary Shares or Ordinary Share
Equivalents, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will
timely file the reports required to be filed by it under the Securities Act or the Exchange Act (including, but not limited to, the reports
under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1)(i) of Rule 144 promulgated by the SEC
under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to
file such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales
by such Holder under Rule 144, Rule 144A promulgated by the SEC under the Securities Act, as such Rule may be amended (“Rule 144A”),
or any similar rules or regulations hereafter adopted by the SEC, and (ii) it will 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 Registrable Securities without registration
under the Securities Act within the limitation of the exemptions provided by (A) Rule 144, (B) Rule 144A or (C) any
similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will
deliver to such Holder a written statement as to whether it has complied with such requirements.


 


3.2. Nominees for Beneficial
Owners. If Registrable Securities are held by a nominee for the Beneficial Owner thereof the Beneficial Owner thereof may, at its
option, be treated as the Holder of such Registrable Securities for purposes of any request or other action by any Holder or Holders of
Registrable Securities pursuant to this Agreement (or any determination of any number or percentage of shares constituting Registrable
Securities held by any Holder or Holders of Registrable Securities contemplated by this Agreement), provided that the Company shall
have received assurances reasonably satisfactory to it of such Beneficial Ownership.


 


3.3. Amendments and Waivers.
Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against
the Company or any Holder unless such modification, amendment or waiver is approved in writing by (i) the Company and (ii) the
Holders holding or Beneficially Owning more than 50% of the Registrable Securities then held by all Holders; provided that any
amendment, modification, supplement or waiver of any of the provisions of this Agreement which disproportionately and materially adversely
affects any Holder shall not be effective without the written approval of such Holder. For purposes of the foregoing proviso, each Sponsor
Shareholder shall be deemed to be disproportionately materially adversely affected if any material right specifically granted to any such
Person herein (even if such right is granted to one or more other Sponsor Shareholder), is amended, modified, supplemented or waived.
No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provision hereof (whether
or not similar). No failure or delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof or of any other or future exercise of any such right, power or privilege.


 






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3.4. Notices.


 


(a) All notices and other
communications under this Agreement shall be in writing and shall be deemed given (i) when delivered personally by hand (with written
confirmation of receipt), (ii) when sent by e-mail, (iii) when received or rejected by the addressee if sent by registered or
certified mail, postage prepaid, return receipt requested, or (iv) one Business Day following the day sent by reputable overnight
courier (with written confirmation of receipt), in each case at the following addresses (or to such other address as a party may have
specified by notice given to the other party pursuant to this provision):


 


	 	(i)	if to the Company, to:


 


FGI Industries Ltd.

906 Murray Road

East Hanover, NJ 07869

Attention: Chief Executive Officer

E-mail: [***]


with a copy, which shall not constitute notice, to:


Faegre
Drinker Biddle & Reath LLP

2200 Wells Fargo Center

90 S. 7th Street

Minneapolis, MN 55402-3901

Attention: Jonathan Zimmerman and James Fischer

Email: jon.zimmerman@faegredrinker.com; james.fischer@faegredrinker.com


 


	 	(ii)	if to the Holders, to the address indicated in the records of the Company.


 


(b) Whenever any notice
is required to be given by law or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent to the giving of such notice.


 


3.5. Successors and Assigns.
Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties
hereto and the respective successors, permitted assigns, heirs and personal representatives of the parties hereto, whether so expressed
or not. This Agreement may not be assigned by the Company without the prior written consent of the Sponsor Shareholders. Each Holder shall
have the right to assign all or part of its or his rights and obligations under this Agreement only in accordance with transfers of Registrable
Securities to such Holder’s Permitted Transferees. Upon any such assignment, such assignee shall have and be able to exercise and
enforce all rights of the assigning Holder which are assigned to it and, to the extent such rights are assigned, any reference to the
assigning Holder shall be treated as a reference to the assignee. If any Holder shall acquire additional Registrable Securities, such
Registrable Securities shall be subject to all of the terms, and entitled to all the benefits, of this Agreement.


 


3.6. Entire Agreement.
This Agreement and the other documents referred to herein or delivered pursuant hereto which form part hereof constitute the entire agreement
and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof.


 


3.7. Governing Law; Submission to Jurisdiction;
Waiver of Jury Trial.


 


(a) GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS AND JUDICIAL DECISIONS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS EXECUTED AND PERFORMED ENTIRELY WITHIN SUCH STATE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE
PRINCIPLES OF CONFLICTS OF LAWS THEREOF.


 


(b) Jurisdiction.
Each of the parties hereto irrevocably submits to the exclusive jurisdiction of (i) the courts of the State of New Jersey and (ii) the
United States District Court located in the State of New Jersey for the purposes of any suit, action or other proceeding arising out of
or relating to this Agreement or the transactions contemplated by this Agreement. Each of the parties hereto irrevocably and unconditionally
waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement or the transactions
contemplated by this Agreement in (I) the courts of the State of New Jersey or (II) the United States District Court located
in the State of New Jersey and waives any claim that such suit or proceeding has been brought in an inconvenient forum. Each of the parties
hereto agrees that a final and unappealable judgment in any action or proceeding so brought shall be conclusive and may be enforced by
suit on the judgment in any jurisdiction within or outside the United States or in any other manner provided in law or in equity


 






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(c) WAIVER OF JURY TRIAL.
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND
DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED
THE IMPLICATIONS OF SUCH WAIVER, (III) IT MAKES SUCH WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS 3.7.


 


3.8. Interpretation; Construction.


 


(a) The table of contents
and headings in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed
to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section, such reference shall
be to a Section of this Agreement unless otherwise indicated. Whenever the words “include,” “includes”
or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”


 


(b) The parties have participated
jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring
any party by virtue of the authorship of any provision of this Agreement.


 


3.9. Counterparts.
This Agreement may be executed and delivered in any number of separate counterparts (including by facsimile or electronic mail), each
of which shall be an original, but all of which together shall constitute one and the same agreement.


 


3.10. Severability.
The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person
or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to
carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the
remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity
or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application
thereof, in any other jurisdiction.


 


3.11. Remedies. The
parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed
in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each party hereto shall be entitled
to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement,
without the posting of any bond, and, if any action should be brought in equity to enforce any of the provisions of this Agreement, none
of the parties hereto shall raise the defense that there is an adequate remedy at law. All remedies, either under this Agreement, by law,
or otherwise afforded to any party, shall be cumulative and not alternative.


 


3.12. Further Assurances.
Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver
all such other agreements, certificates, instruments, and documents as any other party hereto reasonably may request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


3.13. Confidentiality.


 


(a) Each Holder acknowledges
that the provisions of this Agreement that require communications by the Company or other Holders to such Holder may result in such Holder
and its Section 3.13 Representatives acquiring material non-public information (which may include, solely by way of illustration,
the fact that an offering of the Company’s securities is pending or the number of Company securities or the identity of the selling
Holders).


 






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(b) Each Holder agrees
that it will maintain the confidentiality of such material non-public information and, to the extent such Holder is not a natural person,
such confidential treatment shall be in accordance with procedures adopted by it in good faith to protect confidential information of
third parties delivered to such Holder (“Policies”); provided that a Holder may deliver or disclose material non-public
information to (i) its directors, officers, employees, agents, attorneys, affiliates and financial and other advisors, in each case,
who reasonably need to know such information (collectively, the “Section 3.13 Representatives”), (ii) any
federal or state regulatory authority having jurisdiction over such Holder, (iii) any Person if necessary to effect compliance with
any law, rule, regulation or order applicable to such Holder, (iv) in response to any subpoena or other legal process, or (v) in
connection with any litigation to which such Holder is a party and such Holder is advised by counsel that such information reasonably
needs to be disclosed in connection with such litigation; provided further, that in the case of clause (i), the recipients of such material
non-public information are subject to the Policies or are directed to hold confidential the material non-public information in a manner
substantially consistent with the terms of this Section 3.13.


 


(c) Each Holder shall have
the right, at any time and from time to time (including after receiving information regarding any potential sale or distribution to the
public of Ordinary Shares of the Company pursuant to an offering registered under the Securities Act, whether by the Company, by Holders
and/or by any other Holders of the Company’s Ordinary Shares), to elect to not receive any notice that the Company or any other
Holders otherwise are required to deliver pursuant to this Agreement by delivering to the Company a written statement signed by such Holder
that it does not want to receive any notices hereunder (an “Opt-Out Request”); in which case and notwithstanding anything
to the contrary in this Agreement the Company and other Holders shall not be required to, and shall not, deliver any notice or other information
required to be provided to Holders hereunder to the extent that the Company or such other Holders reasonably expect would result in a
Holder acquiring material non-public information. An Opt-Out Request may state a date on which it expires or, if no such date is specified,
shall remain in effect indefinitely. A Holder who previously has given the Company an Opt-Out Request may revoke such request at any time,
and there shall be no limit on the ability of a Holder to issue and revoke subsequent Opt-Out Requests; provided that each Holder shall
use commercially reasonable efforts to minimize the administrative burden on the Company arising in connection with any such Opt-Out Requests.


 


3.14. Termination and Effect
of Termination. This Agreement shall terminate with respect to each Holder when such Holder no longer holds any Registrable Securities
and will terminate in full when no Holder holds any Registrable Securities, except for the provisions of Sections 2.9, which shall
survive any such termination. No termination under this Agreement shall relieve any Person of liability for breach or Expenses incurred
prior to termination. In the event this Agreement is terminated, each Person entitled to indemnification rights pursuant to Section 2.9
shall retain such indemnification rights with respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred
prior to such termination.


 


[Remainder of Page Intentionally Left Blank]


 






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IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the date first above written.


 





	COMPANY:	 
	FGI INDUSTRIES LTD.	 
	 	 
	/s/ David Bruce	
	David Bruce	 
	Chief Executive Officer	 


 


 


	HOLDERS:	 
	FOREMOST GROUPS LTD.	 
	 	 
	/s/ John Chen	
	John Chen	 
	Executive Vice President, Corporate Development	 


 


[Signature page to registration rights agreement]


 






     


     


    

 


Schedule I


SPONSOR SHAREHOLDERS


Foremost Groups Ltd.


 


[Signature page to registration rights agreement]


 






    


     


    

 


EXHIBIT A


 


FORM OF JOINDER AGREEMENT


 


THIS JOINDER AGREEMENT (this
 “Joinder”) is made and entered into as of [●] by the undersigned (the “New Holder”) in accordance
with the terms and conditions set forth in that certain Registration Rights Agreement by and among FGI Industries Ltd. (including any
successor, the “Company”), and the Holders party thereto, dated as of [●], 2021 (as the same may be amended,
restated or otherwise modified from time to time, the “Registration Rights Agreement”), for the benefit of, and for
reliance upon by, the Company and the Holders party thereto. Capitalized terms used herein but not otherwise defined shall have the meanings
given to them in the Registration Rights Agreement.


 


WHEREAS, the New Holder desires to exercise certain
rights granted to it under the Registration Rights Agreement; and


 


WHEREAS, the execution and
delivery to the Company of this Joinder by the New Holder is a condition precedent to the New Holder’s exercise of any of its rights
under the Registration Rights Agreement.


 


NOW, THEREFORE, in consideration
of the premises and covenants herein, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged),
the New Holder hereby agrees as follows:


 


1. Joinder. By the
execution and delivery of this Joinder, the New Holder hereby agrees to become, and to be deemed to be, and shall become and be deemed
to be, for all purposes under the Registration Rights Agreement, a Holder, with the same force and effect as if the New Holder had been
an original signatory thereto, and the New Holder agrees to be bound by all of the terms and conditions of, and to assume all of the obligations
of, a Holder under, the Registration Rights Agreement. All of the terms, provisions, representations, warranties, covenants and agreements
set forth in the Registration Rights Agreement with respect to a Holder are incorporated by reference herein and shall be legally binding
upon, and inure to the benefit of, the New Holder.


 


2 Further Assurances.
The New Holder agrees to perform any further acts and execute and deliver any additional documents and instruments that may be necessary
or reasonably requested by the Company to carry out the provisions of this Joinder or the Registration Rights Agreement.


 


3 Binding Effect. This
Joinder and the Registration Rights Agreement shall be binding upon, and shall inure to the benefit of, the New Holder and its successors
and permitted assigns, subject to the terms and provisions of the Registration Rights Agreement. It shall not be necessary in connection
with the New Holder’s status as a Holder to make reference to this Joinder.


 






     


     


    

 


IN WITNESS WHEREOF, the New Holder has executed
this Joinder as of the date first above written.


 





	 	NEW HOLDER:
	 	By:	                 
	 	Name:	 
	 	Title:	 
	 	Address:


 


 


	Accepted and agreed: 	 
	FGI INDUSTRIES LTD.	 
	By:	                    	 
	Name:	 	 
	Title: