Exhibit
10.3


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of January 7, 2021, is made and entered into by and among
Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Provident Acquisition
Holdings Ltd., a Cayman Islands limited liability company (the “Sponsor”, together with any other parties
listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section
‎5.2 of this Agreement, a “Holder”
and collectively the “Holders”).


 


RECITALS


 


WHEREAS,
the Sponsor and certain other Holders (if any) collectively own an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001
per share (the “Founder Shares”), of the Company, issued prior to the date hereof in a private placement
and pursuant to certain transfers;


 


WHEREAS,
the Founder Shares will automatically convert into the Company’s Class A ordinary shares, par value $0.0001 per share (the
“Ordinary Shares”), concurrently or immediately following the initial closing of the Business Combination
on a one-for-one basis, subject to adjustment, on the terms and conditions provided in the Company’s amended and restated
memorandum and articles of association, as may be amended from time to time;


 


WHEREAS,
up to an aggregate of 750,000 Founder Shares are subject to forfeiture by the Sponsor if the over-allotment option in connection
with the Company’s initial public offering is not exercised in full;


 


WHEREAS,
on _____________, 2021, the Company and the Sponsor entered into that certain Sponsor Warrants Purchase Agreement, pursuant to
which the Sponsor agreed to purchase 6,000,000 warrants (or up to 6,600,000 warrants if the over-allotment option in connection
with the Company’s initial public offering is exercised in full) (the “Private Placement Warrants”),
in a private placement transaction occurring simultaneously with the closing of the Company’s initial public offering, each
Private Placement Warrant entitling the holder thereof to purchase one Ordinary Share at a price of $11.50;


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with its search for and consummation of an initial Business
Combination (as defined below), the Sponsor, its affiliates or any of the Company’s officers and directors may loan to the
Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into private placement-equivalent
warrants (“Working Capital Warrants”) at a price of $1.00 per warrant at the option of the lender; and


 


WHEREAS,
the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain
registration rights with respect to certain securities of the Company, as set forth in this Agreement.


 


NOW, THEREFORE,
in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree
as follows:


 




     


     


    

ARTICLE
I

DEFINITIONS


 


1.1  
Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective
meanings set forth below:


 


“Adverse
Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith
judgment of the Chief Executive Officer or any principal financial officer of the Company, after consultation with counsel to
the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration
Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements contained therein (in the case of any prospectus and any preliminary prospectus, in light of the circumstances
under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were
not being filed and (iii) the Company has a bona fide business purpose for not making such information public.


 


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


 


“Board”
shall mean the Board of Directors of the Company.


 


“Business
Combination” shall mean any merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization
or other similar business combination with one or more businesses, involving the Company.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Founder
Shares Lock-up Period” shall mean, with respect to the Founder Shares (including the Ordinary Shares issued or issuable
upon conversion of any Founder Shares), the period ending on the earlier of (A) one year after the completion of the Company’s
initial Business Combination and (B) subsequent to the Company’s initial Business Combination, (x) if the last reported
sale price of Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances,
subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation,
merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s public
shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.


 




    2 


     


    

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


 


“Insider
Letter” shall mean that certain letter agreement, dated as of _________, 2021, by and among the Company, the Sponsor
and each of the Company’s officers, directors and director nominees.


 


“Maximum
Number of Securities” shall have the meaning given in subsection ‎2.1.4.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration
Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the light of the circumstances
under which they were made) not misleading.


 


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


 


“Permitted
Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer
such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period,
as the case may be, under the Insider Letter and any other applicable agreement between such Holder and the Company and to any
transferee thereafter.


 


“Piggyback
Registration” shall have the meaning given in subsection ‎2.2.1.


 


“Private
Placement Lock-up Period” shall mean, with respect to Private Placement Warrants that are held by the initial purchasers
of such Private Placement Warrants or their Permitted Transferees, and any of the Ordinary Shares issued or issuable upon the
exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement
Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business
Combination.


 


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


 


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


 


“Registrable
Security” shall mean (a) the Founder Shares (including the Ordinary shares issued or issuable upon conversion of
any Founder Shares), (b) the Private Placement Warrants (including any Ordinary Shares issued or issuable upon the exercise of
any such Private Placement Warrants), (c) any outstanding Ordinary Shares or any other equity security (including the Ordinary
Shares issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date of this
Agreement, (d) any Working Capital Warrants (including the Ordinary Shares issued or issuable upon the exercise of any Working
Capital Warrants) of the Company issuable upon conversion of any working capital loans in an amount up to $1,500,000 made to the
Company by a Holder, and (e) any other equity security of the Company issued or issuable with respect to any such Ordinary Share
by way of a share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation
or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease
to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall


 




    3 


     


    

have become
effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance
with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities
not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution
of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding;
(D) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor
rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations); or (E) such securities
have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Registration
Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions
of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments)
and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration
statement.


 


“Requesting
Holder” shall have the meaning given in subsection ‎2.1.1.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.


 


“Sponsor”
shall have the meaning given in the Recitals hereto.


 




    4 


     


    

“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part
of such dealer’s market-making activities.


 


“Underwritten
Registration” or “Underwritten Offering” shall mean a Registration in which securities
of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.


 


“Working
Capital Warrants” shall have the meaning given in the Recitals hereto.


 


ARTICLE
II

REGISTRATIONS


 


2.1  
Demand Registration.


 


2.1.1  
Request for Registration. Subject to the provisions of subsection ‎2.1.4 and Section ‎2.4
hereof, at any time and from time to time on or after the date the Company consummates the initial Business Combination, the Sponsor
may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe
the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such
written demand a “Demand Registration”). The Company shall, within five (5) days of the Company’s
receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder
of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a
Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable
Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within
five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written
notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable
Securities included in a Registration pursuant to a Demand Registration and the Company shall (i) file a Registration Statement
in respect of all Registrable Securities requested by the Sponsor and Requesting Holder(s) pursuant to such Demand Registration,
not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, and (ii) shall effect
the registration thereof as soon as practicable thereafter. Under no circumstances shall the Company be obligated to effect more
than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection ‎2.1.1 with respect
to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form
S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”)
has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the
Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section ‎3.1 of this Agreement.


 


2.1.2  
Effective Registration. Notwithstanding the provisions of subsection ‎2.1.1 above or any other
part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i)
the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been
declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect
thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering
of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop


 




    5 


     


    

order or injunction
of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration
shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded
or otherwise terminated, and (ii) the Sponsor thereafter affirmatively elects to continue with such Registration and accordingly
notify the Company in writing, but in no event later than five (5) days, of such election; provided, further, that
the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has
been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.


 


2.1.3  
Underwritten Offering. Subject to the provisions of subsection ‎2.1.4 and Section ‎2.4
hereof, if the Sponsor so advises the Company as part of its Demand Registration that the offering of the Registrable Securities
pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of the Sponsor or Requesting
Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation
in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to
the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering
under this subsection ‎2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s)
selected for such Underwritten Offering by the Sponsor.


 


2.1.4  
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration
pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor and the Requesting Holders (if any) in writing
that the dollar amount or number of Registrable Securities that the Sponsor and the Requesting Holders (if any) desire to sell,
taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares,
if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights
held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that
can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution
method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable,
the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as
follows: (i) first, the Registrable Securities of the Sponsor and the Requesting Holders (if any) (pro rata based on the respective
number of Registrable Securities that each Sponsor and Requesting Holder (if any) has requested be included in such Underwritten
Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Holders have requested be included
in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be
sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has
not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro Rata, based on respective number of Registrable
Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection
2.2.1 hereof 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 Ordinary Shares or other equity securities that the Company
desires to sell, which 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 in the foregoing clause (i), (ii) and (iii), the Ordinary Shares or other equity
securities of other persons or entities that the Company is obligated to register


 




    6 


     


    

in a Registration
pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number
of Securities.


 


2.1.5  
Demand Registration Withdrawal. The Sponsor or a majority-in-interest of the Requesting Holders (if any), pursuant
to a Registration under subsection ‎2.1.1 shall have the right to withdraw from a Registration pursuant to such
Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters
(if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed
with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection
with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection ‎2.1.5.


 


2.2  
Piggyback Registration.


 


2.2.1  
Piggyback Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company
proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities
or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account
of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant
to Section ‎2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock
option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders,
(iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan,
then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as
practicable but not less than five (5) days before the anticipated filing date of such Registration Statement, which notice shall
(A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the
name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable
Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing
within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”).
The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use
its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable
Securities requested by the Holders pursuant to this subsection ‎2.2.1 to be included in a Piggyback Registration
on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale
or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such
Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection ‎2.2.1
shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering
by the Company.


 


2.2.2  
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration
that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating
in the Piggyback Registration in writing that the dollar amount or number of the Ordinary Shares that the Company desires to sell,
taken together with (i) the Ordinary Shares, if any, as to


 




    7 


     


    

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


 


(a)  
If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A)
first, the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the
Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to
subsection ‎2.2.1 hereof, pro rata, based on the respective number of Registrable Securities that each
Holder has so requested, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares, if any, as
to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders
of the Company, which can be sold without exceeding the Maximum Number of Securities; and


 


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


 


2.2.3  
Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a
Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters
(if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration
Statement filed with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination
or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration
Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such
Registration Statement. Notwithstanding anything to the contrary in this


 




    8 


     


    

Agreement,
the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to
its withdrawal under this subsection ‎2.2.3.


 


2.2.4  
Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section
‎2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section
‎2.1 hereof.


 


2.3  
Registrations on Form S-3. The Holders of Registrable Securities may at any time, and from time to time, request
in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the
Commission), register the resale of any or all of their Registrable Securities on Form S-3 or any similar short-form registration
statement that may be available at such time (“Form S-3”); provided, however, that the
Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s
receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall
promptly give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each
Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities
in such Registration on Form S-3 shall so notify the Company, in writing, within five (5) days after the receipt by the Holder
of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s
initial receipt of such written request for a Registration on Form S-3, the Company shall register all or such portion of such
Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable
Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder
or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant
to Section ‎2.3 hereof if (i) a Form S-3 is not available for such offering; or (ii) the Holders of Registrable
Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration,
propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less
than $1,000,000.


 


2.4  
Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the
Company’s good faith estimate of the date of the filing of, and ending on a date one hundred twenty (120) days after the
effective date of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders
prior to receipt of a Demand Registration pursuant to subsection ‎2.1.1 and it continues to actively employ,
in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (B) the Holders have
requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters to
firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration would be seriously detrimental to
the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such
time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that
in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be
filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event,
the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however,
that the Company shall not defer its obligation in this manner more than once in any 12-month period. Notwithstanding anything
to the contrary contained in this Agreement, no Registration shall be effected or permitted and no Registration Statement shall


 




    9 


     


    

become effective,
with respect to any Registrable Securities held by any Holder, until after the expiration of the Founder Shares Lock-up Period
or the Private Placement Lock-up Period, as the case may be.


 


ARTICLE
III

COMPANY PROCEDURES


 


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


 


3.1.1  
prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities
and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable
Securities covered by such Registration Statement have been sold;


 


3.1.2  
prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such
supplements to the Prospectus, as may be reasonably requested by the majority-in-interest of the Holders with Registrable Securities
registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations
or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder
to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold
in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;


 


3.1.3  
prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge
to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’
legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration
Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included
in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders
of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate
the disposition of the Registrable Securities owned by such Holders;


 


3.1.4  
prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable
Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in
the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended
plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration
Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business
and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders
of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities
in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business
in any jurisdiction where it would not otherwise be required to qualify or take


 




    10 


     


    

any action
to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise
so subject;


 


3.1.5  
cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar
securities issued by the Company are then listed;


 


3.1.6  
provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than
the effective date of such Registration Statement;


 


3.1.7  
advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof,
of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation
or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any
stop order or to obtain its withdrawal if such stop order should be issued;


 


3.1.8  
at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to
such Registration Statement or Prospectus furnish a copy thereof to each seller of such Registrable Securities and its counsel,
including without limitation, providing copies promptly upon receipt of any comment letters received with respects to any such
Registration Statement or Prospectus;


 


3.1.9  
notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under
the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement,
as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section ‎3.4
hereof;


 


3.1.10  
permit a representative of the Holders (such representative to be selected by a majority of the participating Holders),
the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such
person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors
and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in
connection with the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality
agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;
and provided further, the Company may not include the name of any Holder or Underwriter or any information regarding any
Holder or Underwriter in any Registration Statement or Prospectus, any amendment or supplement to such Registration Statement
or Prospectus, any document that is to be incorporated by reference into such Registration Statement or Prospectus, or any response
to any comment letter, without the prior written consent of such Holder or Underwriter and providing each such Holder or Underwriter
a reasonable amount of time to review and comment on such applicable document, which comments the Company shall include unless
contrary to applicable law;


 


3.1.11  
obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event
of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort”
letters as the


 




    11 


     


    

managing Underwriter
may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;


 


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


 


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


 


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


 


3.1.15  
if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $10,000,000,
use its reasonable efforts to make available senior executives of the Company to participate in customary “road show”
presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and


 


3.1.16  
otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by
the Holders, in connection with such Registration.


 


3.2  
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged
by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such
as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in
the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing
the Holders.


 


3.3  
Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering
for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees
to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii)
completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements
and other customary documents as may be reasonably required under the terms of such underwriting arrangements.


 


3.4  
Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement
or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until
he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it


 




    12 


     


    

being understood
that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such
notice), or until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing,
initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the
Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that
are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice
of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for
the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary
for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately
upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with
any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period
during which it exercised its rights under this Section ‎3.4.


 


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


 


ARTICLE
IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1  
Indemnification.


 


4.1.1  
The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and
directors and agents and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims,
damages, liabilities and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material
fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto
or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by
such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person
who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with
respect to the indemnification of the Holder.


 


4.1.2  
In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder
shall furnish to the Company in writing


 




    13 


     


    

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


 


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


 


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


 


4.1.5  
If the indemnification provided under Section ‎4.1 hereof from the indemnifying party is unavailable
or insufficient to hold harmless an indemnified party in


 




    14 


     


    

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


 


ARTICLE
V

MISCELLANEOUS


 


5.1  
Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United
States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested,
(ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic
mail, telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described
above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day
following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail,
telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit
of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this
Agreement must be addressed, if to the Company, to: Unit 11C/D, Kimley Commercial Building, 142 – 146 Queen’s Road
Central, Hong Kong, Attention: Michael Aw, Chief Executive Officer, and, if to any Holder, at such Holder’s address or facsimile
number as set forth in the Company’s books and records. Any party may change its address for notice at any time and from
time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days
after delivery of such notice as provided in this Section ‎5.1.


 


5.2  
Assignment; No Third Party Beneficiaries.


 


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


 




    15 


     


    

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


 


5.2.3  
This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and
its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.


 


5.2.4  
This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly
set forth in this Agreement and Section ‎5.2 hereof.


 


5.2.5  
No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon
or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in
Section ‎5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the
Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of
joinder to this Agreement). Any transfer or assignment made other than as provided in this Section ‎‎ ‎5.2 shall be null and void.


 


5.3  
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument. Delivery of this Agreement by one party to the other may be made by
facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and Records Act
(N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method,
and the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be
valid and effective for all purposes.


 


5.4  
Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO,
THE PARTIES EXPRESSLY AGREE THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK
AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK WITHOUT REGARD TO
THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THE AGREEMENT SHALL
BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK. EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION
OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.


 


EACH PARTY
HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND
DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT
OF, UNDER OR IN CONNECTION WITH


 




    16 


     


    

OR RELATING
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


5.5  
Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in
interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions
set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided,
however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely
in his, her or its capacity as a holder of the shares of the Company, in a manner that is materially different from the other
Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the
Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or
remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial
exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other
rights or remedies hereunder or thereunder by such party.


 


5.6  
Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable
Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities
of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any
other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement
or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this
Agreement, the terms of this Agreement shall prevail.


 


5.7  
Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement
and (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in
no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor
rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable
Securities without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on
the amount of securities sold or the manner of sale. The provisions of Section ‎3.5 and Article IV shall survive
any termination.


 


[SIGNATURE
PAGES FOLLOW]


 




    17 


     


    

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


 


	 	PROVIDENT ACQUISITION CORP.,
	 	a Cayman Islands exempted company
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Michael Aw	 
	 	 	Name:	Michael Aw	 
	 	 	Title:	Chief Executive Officer	 
	 	 	 	 	 
	 	 	 	 	 


	 	HOLDERS:
	 	 	 	 	 
	 	 	 	 	 
	 	PROVIDENT ACQUISITION HOLDINGS LTD.,
	 	a Cayman Islands limited liability company
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Michael Aw	 
	 	 	Name:	Michael Aw	 
	 	 	Title:	Director	 


 


 


[Signature
Page - Registration Rights Agreement]