Exhibit 10.6


 


Form of
REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”) is made and entered into as of April 3, 2022, by and among (i) Hypebeast Limited,
a Cayman Islands exempted company (together with its successors, “Pubco”), and (ii) the undersigned parties
listed as “Investors” on the signature page hereto (each, an “Investor” and collectively, the
 “Investors”).


 


WHEREAS, on April 3,
2022, (i) Iron Spark I Inc., a Delaware corporation (the “SPAC”), (ii) Pubco, and (iii) Hypebeast
WAGMI Inc., a Delaware corporation and wholly owned subsidiary of Pubco (“Merger Sub”), entered into that certain
Agreement and Plan of Merger (as amended from time to time in accordance with the terms thereof, the “Business Combination
Agreement”), pursuant to which, among other things, upon the consummation of the transactions contemplated thereby, Merger
Sub will merge with and into SPAC, with SPAC continuing as the surviving entity and a wholly-owned subsidiary of Pubco (the “Merger”,
and the closing of the Merger, the “Closing”), and as a result of which all of the shares of SPAC outstanding
immediately prior to the Closing will automatically be cancelled and cease to exist in exchange for the right to receive newly issued
Pubco Shares;


 


WHEREAS, in connection
with the execution of the Business Combination Agreement, certain of the Investors have entered into, or will prior to the Closing enter
into, certain other agreements with Pubco, pursuant to which, among other things, such Investor has agreed not to transfer the merger
consideration held by such Investor for a certain period of time after the Closing (each such agreement, as amended from time to time
in accordance with the terms thereof, a “Lock-Up Agreement”), in each case pursuant to the terms of such Lock-Up
Agreement;


 





WHEREAS,
the SPAC desires to negotiate with relevant parties and terminate certain Registration Rights Agreement dated as of June 8, 2021 by and
among the SPAC and the Holders defined thereunder (the “Founder Registration Rights Agreement”) upon the consummation
of the Closing;


 


WHEREAS, the parties
desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of certain securities of
Pubco held by the Investors, and desire for this Agreement to supersede the Founder Registration Rights Agreement; and


 


WHEREAS, the parties
desire for this Agreement to be effective and supersede the Founder Registration Rights Agreement only upon the consummation of the Closing.


 


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


 


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


 


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


 


“Business Combination
Agreement” is defined in the recitals to this Agreement.


 


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


 


“Demand Registration”
is defined in Section 2.1.1.


 






     


     


    

 


“Demanding Holder”
is defined in Section 2.1.1.


 


“Disinterested
Independent Director” means an independent director serving on Pubco’s board of directors at the applicable time of
determination that is disinterested in this Agreement (i.e., such independent director is not an Investor, an Affiliate of an Investor,
or an officer, director, manager, employee, trustee or beneficiary of an Investor or its Affiliate, nor an immediate family member of
any of the foregoing).


 


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


 


“Founder Holders”
means holders of Founder Securities or their affiliates or transferees.


 


“Founder Securities”
means those securities beneficially owned by the signatories to the Founder Registration Rights Agreement.


 


“Indemnified Party”
is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


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


 


“Investor Indemnified
Party” is defined in Section 4.1.


 


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


 


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


 


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


 


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


 


“Pro Rata”
is defined in Section 2.1.4.


 


“Proceeding”
is defined in Section 6.9.


 


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


 


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


 


“Register,”
 “Registered” and “Registration” mean a registration or offering 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.


 






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“Registrable Securities”
means the Ordinary Shares set forth on the Schedule to this Agreement, including Ordinary Shares
issued or issuable to any Investor in exchange for shares of the SPAC pursuant to the Business Combination Agreement, and all Ordinary
Shares issued or issuable to any holder with respect to such securities by way of any share split, share dividend or other distribution,
recapitalization, share exchange, share reconstruction, amalgamation, contractual control arrangement or similar event. Notwithstanding
anything to the contrary contained herein, Registrable Securities exclude securities received by Investors pursuant to the terms of those
certain PIPE Subscription Agreements for the PIPE Transaction entered into in connection with the Business Combination Agreement. 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 (or evidence of book entry position) for them not bearing a legend restricting further transfer shall have
been delivered by Pubco 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) such securities are freely saleable under Rule 144 without volume limitations
or the requirement for Pubco to be current in its Exchange Act reporting. Notwithstanding anything to the contrary contained herein, a
Person shall be deemed to be an “Investor holding Registrable Securities” (or words to that effect) under this Agreement only
if they are an Investor or a transferee of the applicable Registrable Securities (so long as they remain Registrable Securities) of any
Investor permitted under this Agreement and any applicable Lock-Up Agreement.


 


“Registration
Statement” means a registration statement filed by Pubco with the SEC in compliance with the Securities Act and the rules and
regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations exercisable
or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4, 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).


 


“Rule 144”
means Rule 144 promulgated under the Securities Act.


 


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


 


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


 


“Short Form Registration”
is defined in Section 2.3.


 


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


 


“Specified Courts”
is defined in Section 6.9.


 


“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            Demand
Registration.


 


2.1.1            Request
for Registration. Subject to Section 2.4, at any time and from time to time after the Closing, either (i) Investors holding
a majority-in-interest of the Registrable Securities then issued and outstanding and (ii) Founder Holders holding a majority-in-interest
of the Founder Securities that are Registrable Securities then issued and outstanding (for the avoidance of any doubt, throughout this
agreement, such determination is based on the number of Registrable Securities held by the investors and not the voting rights of those
Registrable Securities,), may make a written demand for registration under the Securities Act of all or part of their Registrable Securities
(a “Demand Registration”). Any demand for a Demand Registration shall specify the number of Registrable Securities
proposed to be sold and the intended method(s) of distribution thereof. Within thirty (30) days following receipt of any request
for a Demand Registration, Pubco will notify all other Investors holding Registrable Securities of the demand, and each Investor holding
Registrable Securities who wishes to include all or a portion of such Investor’s Registrable Securities in the Demand Registration
(each such Investor including shares of Registrable Securities in such registration, a “Demanding Holder”) shall
so notify Pubco within fifteen (15) days after the receipt by the Investor of the notice from Pubco. Upon any such request, the Demanding
Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and
the provisos set forth in Section 3.1.1. Pubco shall not be obligated to effect more than an aggregate of four (4) Demand Registrations
under this Section 2.1.1 in respect of all Registrable Securities. For the avoidance of doubt, each of (a) the holders of a
majority-in-interest of the Registrable Securities held by the Investors, and (b) the Founder Holders, are permitted to exercise
two Demand Registrations pursuant to this Section 2.1.1 with respect to their respective Registrable Securities. Notwithstanding
anything in this Section 2.1 to the contrary, Pubco shall not be obligated to effect a Demand Registration, (i) if a Piggy-Back
Registration had been available to the Demanding Holder(s) within the one hundred twenty (120) days preceding the date of request
for the Demand Registration, (ii) within sixty (60) days after the effective date of a previous registration effected with respect
to the Registrable Securities pursuant this Section 2.1, or (iii) during any period (not to exceed one hundred eighty (180)
days) following the closing of the completion of an offering of securities by Pubco if such Demand Registration would cause Pubco to breach
a “lock-up” or similar provision contained in the underwriting agreement for such offering.


 






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2.1.2            Effective
Registration. A Registration will not count as a Demand Registration until the Registration Statement filed with the SEC with respect
to such Demand Registration has been declared effective and Pubco has complied in all material respects with its obligations under this
Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering
of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the SEC or any other
governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been declared
effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest
of the Demanding Holders thereafter elect to continue the offering; provided, further, that Pubco shall not be obligated to file a second
Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated.


 


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


 


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


 






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2.1.5            Withdrawal.
If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwritten offering 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 Pubco and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness
of the Registration Statement filed with the SEC with respect to such Demand Registration. If the majority-in-interest of the Demanding
Holders withdraws from a proposed offering relating to a Demand Registration in such event, then such registration shall not count as
a Demand Registration provided for in Section 2.1.


 


2.2            Piggy-Back
Registration.


 


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


 






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


 


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


 


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


 






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


 


In the event that Pubco securities that are convertible
into Pubco Ordinary Shares are included in the offering, the calculations under this Section 2.2.2 shall include such Pubco securities
on an as-converted to Pubco Ordinary Share basis. Notwithstanding anything to the contrary above, to the extent that the registration
of an Investor’s Registrable Securities would prevent Pubco or the demanding shareholders from effecting such registration and offering,
such Investor shall not be permitted to exercise Piggy-Back Registration rights with respect to such registration and offering.


 


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


 


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


 






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2.4            Restriction
of Offerings. Notwithstanding anything to the contrary contained in this Agreement, the Investors shall not be entitled to request,
and Pubco shall not be obligated to effect, or to take any action to effect, any registration (including any Demand Registration or Piggy-Back
Registration) pursuant to this Section 2 with respect to any Registrable Securities that are subject to the transfer restrictions
under the applicable Lock-Up Investor’s Lock-Up Agreement.


 


3.     REGISTRATION
PROCEDURES. Whenever Pubco is required to effect the registration of any Registrable Securities pursuant to Section 2, Pubco
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. Pubco shall use its best efforts to, as expeditiously as possible after receipt of a request for a Demand
Registration pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which Pubco then qualifies
or which counsel for Pubco 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 reasonable efforts to cause such
Registration Statement to become effective and use its reasonable efforts to keep it effective for the period required by Section 3.1.3;
provided, however, that Pubco shall have the right to defer any Demand Registration for up to ninety (90) days, and any
Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration
relates, in each case if Pubco shall furnish to Investors requesting to include their Registrable Securities in such registration a certificate
signed by the Chief Executive Officer, Chief Financial Officer or Chairman of Pubco stating that, in the good faith judgment of the Board
of Directors of Pubco, it would be materially detrimental to Pubco and its shareholders for such Registration Statement to be effected
at such time or the filing would require premature disclosure of material information which is not in the interests of Pubco to disclose
at such time; provided, further, however, that Pubco shall not have the right to exercise the right set forth in the immediately
preceding proviso more than twice in any 365-day period in respect of a Demand Registration hereunder.


 


3.1.2            Copies.
Pubco shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to
Investors holding Registrable Securities included in such registration, and such Investors’ legal counsel, copies of such Registration
Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto
and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary prospectus),
and such other documents as Investors holding Registrable Securities included in such registration or legal counsel for any such Investors
may request in order to facilitate the disposition of the Registrable Securities owned by such Investors.


 


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


 


3.1.4            Notification.
After the filing of a Registration Statement, Pubco shall promptly, and in no event more than five (5) Business Days after such filing,
notify Investors holding Registrable Securities included in such Registration Statement of such filing, and shall further notify such
Investors promptly and confirm such advice in writing in all events within five (5) Business Days after the occurrence of any of
the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration
Statement becomes effective; (iii) the issuance or threatened issuance by the SEC of any stop order (and Pubco shall take all actions
required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the SEC for any amendment or
supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an
event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of
the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make
available to Investors holding Registrable Securities included in such Registration Statement any such supplement or amendment; except
that before filing with the SEC a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated
by reference, Pubco shall furnish to Investors holding Registrable Securities included in such Registration Statement and to the legal
counsel for any such Investors, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such Investors
and legal counsel with a reasonable opportunity to review such documents and comment thereon; provided, that such Investors and
their legal counsel must provide any comments promptly (and in any event within five (5) Business Days) after receipt of such documents.


 






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3.1.5            State
Securities Laws Compliance. Pubco shall use its reasonable efforts to (i) register or qualify the Registrable Securities covered
by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as Investors
holding Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably
request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered
with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of Pubco and do any
and all other acts and things that may be necessary or advisable to enable Investors holding Registrable Securities included in such Registration
Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that Pubco
shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but
for this paragraph or take any action to which it would be subject to general service of process or to taxation in any such jurisdiction
where it is not then otherwise subject.


 


3.1.6            Agreements
for Disposition. To the extent required by the underwriting agreement or similar agreements, Pubco shall enter into reasonable 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 Pubco
in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to
and for the benefit of Investors holding Registrable Securities included in such Registration Statement. No Investor holding Registrable
Securities included in such Registration Statement shall be required to make any representations or warranties in the underwriting agreement
except, if applicable, with respect to such Investor’s organization, good standing, authority, title to Registrable Securities,
lack of conflict of such sale with such Investor’s material agreements and organizational documents, and with respect to written
information relating to such Investor that such Investor has furnished in writing expressly for inclusion in such Registration Statement.


 


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


 






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3.1.8            Records.
Pubco shall make available for inspection by Investors holding Registrable Securities included in such Registration Statement, any Underwriter
participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other professional retained by
any Investor holding Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records,
pertinent corporate documents and properties of Pubco, as shall be reasonably necessary to enable them to exercise their due diligence
responsibility, and cause Pubco’s officers, directors and employees to supply all information reasonably requested by any of them
in connection with such Registration Statement; provided that Pubco may require execution of a reasonable confidentiality agreement prior
to sharing any such information.


 


3.1.9            Opinions
and Comfort Letters. Pubco shall request its counsel and accountants to provide customary legal opinions and customary comfort letters,
to the extent so reasonably required by any underwriting agreement.


 


3.1.10            Earnings
Statement. Pubco shall comply with all applicable rules and regulations of the SEC and the Securities Act, and make available
to its shareholders if reasonably required, as soon as reasonably 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.
Pubco shall use its best efforts to cause all Registrable Securities that are Pubco Ordinary Shares included in any registration to be
listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by Pubco are then listed
or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to Investors holding a majority-in-interest
of the Registrable Securities included in such registration.


 


3.1.12            Road
Show. If the registration involves the registration of Registrable Securities involving gross proceeds in excess of $50,000,000, Pubco
shall use its reasonable efforts to make available senior executives of Pubco to participate in customary “road show” presentations
that may be reasonably requested by the Underwriter in any underwritten offering.


 


3.2            Obligation
to Suspend Distribution. Upon receipt of any notice from Pubco of the happening of any event of the kind described in Section 3.1.4(iv),
or in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration
Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide
business purpose, or, in the case of a resale registration on Short Form Registration pursuant to Section 2.3 hereof, upon any
suspension by Pubco, pursuant to a written insider trading compliance program adopted by Pubco’s Board of Directors, of the ability
of all “insiders” covered by such program to transact in Pubco’s securities because of the existence of material non-public
information, each Investor holding Registrable Securities included in any registration shall immediately discontinue disposition of such
Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor receives the supplemented
or amended prospectus contemplated by Section 3.1.4(iv) or the Registration Statement is updated so that the financial statements
are no longer stale, or the restriction on the ability of “insiders” to transact in Pubco’s securities is removed, as
applicable, and, if so directed by Pubco, each such Investor will deliver to Pubco all copies, other than permanent file copies then in
such Investor’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.


 


3.3            Registration
Expenses. Subject to Section 4, Pubco shall bear all reasonable costs and expenses incurred in connection with any Demand Registration
pursuant to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Short Form Registration
effected pursuant to Section 2.3, and all reasonable expenses incurred in performing or complying with its other obligations under
this Agreement, whether or not the Registration Statement becomes effective, including: (i) all registration and filing fees; (ii) fees
and expenses of compliance with securities or “blue sky” laws (including fees and disbursements of counsel in connection with
blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) Pubco’s internal expenses (including
all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the
Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and
disbursements of counsel for Pubco and fees and expenses for independent certified public accountants retained by Pubco (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 Pubco in connection with such registration; and (ix) the reasonable
fees and expenses (up to a maximum of $15,000 in the aggregate in connection with such registration) of one legal counsel selected by
Investors holding a majority-in-interest of the Registrable Securities included in such registration for such legal counsel’s review,
comment and finalization of the proposed Registration Statement and other relevant documents. Pubco shall have no obligation to pay any
underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting
discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten offering, all selling security holders
and Pubco shall bear the expenses of the Underwriter pro rata in proportion to the respective amount of securities each is selling in
such offering.


 






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3.4            Information.
Investors holding Registrable Securities included in any Registration Statement shall provide such information as may reasonably be requested
by Pubco, or the managing Underwriter, if any, in connection with the preparation of such Registration Statement, including amendments
and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2
and in connection with the obligation to comply with federal and applicable state securities laws. Investors selling Registrable Securities
in any offering must provide all questionnaires, powers of attorney, custody agreements, stock powers, and other documentation reasonably
requested by Pubco or the managing Underwriter.


 


4.            INDEMNIFICATION
AND CONTRIBUTION.


 


4.1            Indemnification
by Pubco. Subject to the provisions of this Section 4.1 below, Pubco agrees to indemnify and hold harmless each Investor, and
each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who
controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor
Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or
several, arising out of or based upon any untrue statement of a material fact contained in any Registration Statement under which the
sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus
contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon
any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any
violation by Pubco of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco and relating to action
or inaction required of Pubco in connection with any such registration (provided, however, that the indemnity agreement contained in this
Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement
is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned); and Pubco 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 Pubco 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 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 Pubco, in writing, by
such selling holder or Investor Indemnified Party expressly for use therein. Pubco 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.


 






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


 


4.3            Conduct
of Indemnification Proceedings. Promptly after receipt by any Person of any notice of any loss, claim, damage or liability or any
action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such Person (the “Indemnified Party”)
shall, if a claim in respect thereof is to be made against any other Person for indemnification hereunder, notify such other Person (the
 “Indemnifying Party”) in writing of the loss, 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 (acting reasonably), consent to
entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party
is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement
includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.


 






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4.4            Contribution.


 


4.4.1            If
the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any
loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, 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 statement of a material fact or the omission to state a material fact relates to information supplied by such
Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.


 


4.4.2            The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro
rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately
preceding Section 4.4.1.


 


4.4.3            The
amount paid or payable by an Indemnified Party as a result of any loss, 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 Investor holding 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 Investor 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.
Pubco covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take
such further action as Investors holding Registrable Securities may reasonably request, all to the extent required from time to time to
enable such Investors to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC.


 


6.            MISCELLANEOUS.


 


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


 






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6.2            Assignment;
No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of Pubco hereunder may not be assigned or delegated
by Pubco in whole or in part, unless Pubco first provides Investors holding Registrable Securities at least ten (10) Business Days
prior written notice; provided that no assignment or delegation by Pubco will relieve Pubco of its obligations under this Agreement unless
Investors holding a majority-in-interest of the Registrable Securities provide their prior written consent, which consent must not be
unreasonably withheld, delayed or conditioned. This Agreement and the rights, duties and obligations of Investors holding Registrable
Securities hereunder may be freely assigned or delegated by such Investor in conjunction with and to the extent of any transfer of Registrable
Securities by such Investor which is permitted by such Investor’s applicable Lock-Up Agreement; provided that no assignment by any
Investor of its rights, duties and obligations hereunder shall be binding upon or obligate Pubco unless and until Pubco shall have received
(i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to Pubco,
to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this
Agreement). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the
permitted assigns of the Investors or of any assignee of the Investors. This Agreement is not intended to confer any rights or benefits
on any Persons that are not party hereto other than as expressly set forth in Section 4 and this Section 6.2. If the Pubco Representative
is replaced in accordance with the terms of the Business Combination Agreement, the replacement Pubco Representative shall automatically
become a party to this Agreement as if it were the original Pubco Representative hereunder.


 


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


 


	
     

    If to Pubco, to:

    Hypebeast Limited

    40/F, Cable Tower

No. 9 Hoi Shing Road, Tsuen Wan

New Territories, Hong Kong

    Attn: Patrick Wong
 Email: patrick.wong@101medialab.com
	
     

    With copies to (which shall not constitute notice):

    Kirkland & Ellis

    26th Floor, Gloucester Tower, The Landmark

    15 Queen's Road Central

    Hong Kong

    Attn: Daniel Dusek and Joseph Raymond Casey

    Facsimile No.: +852 3761 3301

    Telephone No.: +852 3761 9140

    Email: daniel.dusek@kirkland.com;

    joseph.casey@kirkland.com

     

	If
                                            to an Investor, to: the address set forth underneath such 

                                            Investor’s name on the signature page or to such 

                                            Investor’s address as found in Pubco’s books and records.
	 


 






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6.4            Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible that is valid and enforceable. Notwithstanding anything to the contrary contained
in this Agreement, in the event that a duly executed copy of this Agreement is not delivered to Pubco by a Person receiving Pubco Shares
in connection with the Closing, such Person failing to provide such signature shall not be a party to this Agreement or have any rights
or obligations hereunder, but such failure shall not affect the rights and obligations of the other parties to this Agreement as amongst
such other parties.


 


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


 


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


 


6.7            Amendments;
Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally
or in a particular instance, and either retroactively or prospectively) only with the written agreement or consent of Pubco (after the
Closing by a majority of the Disinterested Independent Directors) and Investors holding a majority-in-interest of the Registrable Securities;
provided, that any amendment or waiver of this Agreement which affects an Investor in a manner materially and adversely disproportionate
to other Investors will also require the consent of such Investor. No failure or delay by a party in exercising any right hereunder shall
operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances,
shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.


 






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6.8            Remedies
Cumulative. In the event a party fails to observe or perform any covenant or agreement to be observed or performed under this Agreement,
the other parties may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of
any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted
in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required
to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right,
power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or
hereafter available at law, in equity, by statute or otherwise.


 


6.9            Governing
Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of New York
without regard to the conflict of laws principles thereof. Each party hereto hereby (i) submits to the exclusive jurisdiction of
any state or federal court located in the County of New York in the State of New York (or in any appellate court thereof) (the “Specified
Courts”) for the purpose of any claim, action, litigation or other legal proceeding arising out of or relating to this Agreement
or the transactions contemplated hereby (a “Proceeding”), and (ii) irrevocably waives, and agrees not to
assert by way of motion, defense or otherwise, in any such Proceeding, any claim that it is not subject personally to the jurisdiction
of the above-named courts, that its property is exempt or immune from attachment or execution, that the Proceeding is brought in an inconvenient
forum, that the venue of the Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced
in or by any Specified Court. Each party agrees that a final judgment in any Proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party irrevocably consents to the service
of the summons and complaint and any other process in any Proceeding, on behalf of itself, or its property, by personal delivery of copies
of such process to such party at the applicable address set forth in Section 6.3. Nothing in this Section 6.9
shall affect the right of any party to serve legal process in any other manner permitted by applicable Law.


 


6.10            WAIVER
OF TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM
OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREBY, OR THE ACTIONS OF THE INVESTORS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.


 


6.11            Authorization
to Act on Behalf of Pubco. The parties acknowledge and agree that from and after the Closing, the Disinterested Independent Directors,
by vote, consent, approval or determination of a majority of the Disinterested Independent Directors, is authorized and shall have the
sole right to act on behalf of Pubco under this Agreement, including the right to enforce Pubco’s rights and remedies under this
Agreement. Without limiting the foregoing, in the event that an Investor serves as a director, officer, employee or other authorized agent
of Pubco, such Investor shall have no authority, express or implied, to act or make any determination on behalf of Pubco in connection
with this Agreement or any dispute or Action with respect hereto.


 






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


 


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


 


{REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURE PAGES FOLLOW}


 






    17 


     


    

 


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


 


	 	Pubco:




 


	 	Hypebeast Limited




 


		By:	/s/ Kevin Ma
	 	Name:	Kevin Ma
	 	Title:	Authorized Signatory






 


{Signature
Page to Registration Rights Agreement}


 






     


     


    

 


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


 


	 	Investor:




 


	 	Iron Spark I LLC




 


		By:	/s/ Joshua L. Spear



	 	Name: Joshua L. Spear
	 	Title: Managing Member




 


	 	Address for Notice:




 


		Address:	125 Cache Street
	 	 	2nd Fl., Box 3789
	 	 	Jackson, WY



	 	Telephone No.:	(307)200-9007



		Email:	olivia@ironspark.com



 


{Signature
Page to Registration Rights Agreement}


 






    


     


    

 


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


 


	 	Investor:




 


	 	Joshua L. Spear




 


		By:	/s/ Joshua L. Spear





 


	 	Address for Notice:




 


		Address:	c/o Joshua L.Spear
	 	 	125 N Cache St.
	 	 	2nd Fl., Box 3789
	 	 	Jackson, WY




	 	Telephone No.:	(307) 200-9007



		Email:	olivia@ironspark.com



 


{Signature
Page to Registration Rights Agreement}


 






    


     


    

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


 


	 	Investor:




 


	 	Amy Butte




 


		By:	/s/ Amy Butte





 


	 	Address for Notice:




 


		Address:	 c/o Amy Butte

Iron Spark I Inc.


	 	 	125 N Cache St.


2nd Fl., Box 3789


	 	 	Jackson, WY



	 	Telephone No.:	(307) 200-9007



		Email:	amy@ironspark.com



 


{Signature
Page to Registration Rights Agreement}


 






    


     


    

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


 


	 	Investor:




 


	 	Alexander P. Oxman




 


		By:	/s/ Alexander P. Oxman





 


	 	Address for Notice:




 


		Address:	c/o Alexander P. Oxman


Iron Spark I Inc.


125 N Cache St.


	 	 	2nd Fl., Box 3789
	 	 	Jackson, WY



	 	Telephone No.:	(307) 200-9007



		Email:	xander@ironspark.com



 


{Signature
Page to Registration Rights Agreement}


 






    


     


    

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


 


	 	Investor:




 


	 	Ruma Bose




 


		By:	/s/ Ruma Bose





 


	 	Address for Notice:




 


		Address:	c/o Ruma Bose
 Iron Spark I Inc.
 125 N. cache St.
	 		2nd Fl., Box 3789
	 	 	Jackson, WY




	 	Telephone No.:	(307) 200-9007





 


{Signature
Page to Registration Rights Agreement}



 






    


     


    

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


 


	 	Investor:




 


	 	Trevor Edwards




 


		By:	/s/ Trevor Edwards





 


	 	Address for Notice:




 


		Address:	c/o Trevor A. Edwards 

Iron Spark I Inc. 

125 N. Cache St.
	 	 	2nd Fl., Box 3789
	 	 	Jackson, WY





	 	Telephone No.:	(307) 200-9007




 


{Signature
Page to Registration Rights Agreement}


 






    


     


    

 


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


 


	 	Investor:




 


	 	Jay Margolis




 


		By:	/s/ Jay Margolis





 


	 	Address for Notice:




 


		Address:	c/o Jay Margolis
 Iron Spark I Inc.
 125 N Cache St.
	 	 	2nd Fl., Box 3789
	 	 	Jackson, WY




	 	Telephone No.:	(307) 200-9007





 


{Signature
Page to Registration Rights Agreement}