Exhibit 10.3


 


Final Form

 


FORM OF
REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is entered into as of [●], 2021 by and among (i) PT Asia Vision
Network, an Indonesian limited liability company and wholly-owned subsidiary of Parent (the “Company”),
(ii) Malacca Straits Management Company Limited, a British Virgin Islands business company with limited liability (the “Sponsor’),
in the capacity under the Business Combination Agreement (as defined below) as the Malacca Representative (including any successor
Malacca Representative appointed in accordance therewith, the “Malacca Representative”), and (iii) PT
MNC Vision Networks TBK, an Indonesian public limited liability company (“Parent”).


 


WHEREAS, on
March 21, 2021, (i) Malacca Straits Acquisition Company Limited, a Cayman Islands exempted company (together with its successors,
“Malacca”), (ii) the Malacca Representative, (iii) the Company, (iv) MNC Entertainment Ltd, a Cayman
Islands exempted company and a wholly-owned subsidiary of the Company (“Merger Sub”), and (v) Parent
entered into that certain Business Combination Agreement (as amended from time to time in accordance with the terms thereof, the
“Business Combination Agreement”);


 


WHEREAS, pursuant
to the Business Combination Agreement, subject to the terms and conditions thereof, upon the consummation of the transactions contemplated
thereby (the “Closing”), among other matters, Merger Sub will merge with and into Malacca, with Malacca
continuing as the surviving company (the “Merger”), as a result of which, (i) Malacca shall become a
wholly-owned subsidiary of the Company, (ii) each issued and outstanding security of Malacca immediately prior to the effective
time of the Merger shall no longer be outstanding and shall be cancelled, in exchange for the right of the holder thereof to receive
a substantially equivalent security to be issued by the Company (with Malacca shareholders receiving Company ADSs in lieu of Company
Ordinary Shares and Malacca warrant holders receiving warrants to purchase Company ADSs in lieu of Company Ordinary Shares), and
(iii) the Company will issue to Parent additional shares of the Company, all upon the terms and subject to the conditions set forth
in the Business Combination Agreement and in accordance with the provisions of applicable law;


 


WHEREAS, in
connection with the Closing, Parent, the Malacca Representative and the Company are entering into a lock-up agreement (as amended
from time to time in accordance with the terms thereof, the “Lock-Up Agreement”), pursuant to which Parent
agreed not to transfer certain of its Company securities for a certain period of time after the Closing as stated in the Lock-Up
Agreement; and


 


WHEREAS, the
parties desire to enter into this Agreement to provide Parent with certain rights relating to the registration of the Company Ordinary
Shares owned by Parent as of the Closing, and those issued by the Company to Parent under the Business Combination Agreement after
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.


 


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


 


“Company
ADS” means an American Depositary Share representing one (1) ordinary share, par value IDR 1,000,000 per share, of
the Company.


 


“Company
Ordinary Shares” means (i) the ordinary shares, par value IDR 1,000,000 per share, of the Company, along with any
equity securities paid as dividends or distributions after the Closing with respect to such shares or into which such shares are
exchanged or converted after the Closing, or (ii) Company ADSs, as applicable.


 


“Demand
Registration” is defined in Section 2.1.1.


 


“Demanding
Holder” is defined in Section 2.1.1.


 


“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
Registration Rights Agreement” means that certain Registration Rights Agreement dated as of July 14, 2020, by and
between Malacca and the Sponsor, as it is to be amended at or prior to the Closing, including by the First Amendment to Registration
Rights Agreement, and as it may further be amended in accordance with the terms thereof.


 


“Founder
Securities” means those securities included in the definition of “Registrable Securities” specified in
the Founder Registration Rights Agreement.


 


“Holder(s)”
means Parent and any transferee of the Registrable Securities (so long as they remain Registrable Securities) of Parent or another
Holder permitted under this Agreement and the Lock-Up Agreement.


 


“Holder
Indemnified Party” is defined in Section 4.1.


 


“Indemnified
Party” is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


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


 


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


 


“Malacca
Representative” is defined in the preamble to this Agreement.


 


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


 


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


 


“Merger
Sub” is defined in the recitals to this Agreement.


 


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


 


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


 






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“Pro Rata”
is defined in Section 2.1.4.


 


“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.


 


“Registrable
Securities” means the Company Ordinary Shares owned by Parent as of the Closing, and those issued by the Company
to Parent under the Business Combination Agreement after the Closing. Registrable Securities include any warrants, capital shares
or other securities of the Company, including any Company ADSs, issued as a dividend or other distribution with respect to or in
exchange for or in replacement of the foregoing securities. As to any particular Registrable Securities, such securities shall
cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance
with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing
a legend restricting further transfer shall have been delivered by the Company 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. Notwithstanding anything to the contrary contained herein, a Person
shall be deemed to be a “Holder holding Registrable Securities” (or words to that effect) under this Agreement only
if they are a Holder or a transferee of the applicable Registrable Securities (so long as they remain Registrable Securities) of
any Holder permitted under this Agreement and the Lock-Up Agreement.


 


“Registration
Statement” means a registration statement filed by the Company 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.


 


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


 


“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.


 






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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, Holders holding
a majority-in-interest of the Registrable Securities then issued and outstanding 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, the Company will notify
all other Holders holding Registrable Securities of the demand, and each Holder holding Registrable Securities who wishes to include
all or a portion of such Holder’s Registrable Securities in the Demand Registration (each such Holder including shares of
Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within
fifteen (15) days after the receipt by the Holder of the notice from the Company. 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. The Company shall not be obligated to effect more than an aggregate of three (3) Demand Registrations
under this Section 2.1.1 in respect of all Registrable Securities. Notwithstanding anything in this Section 2.1 to the contrary,
the Company 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 the Company if such Demand Registration would cause the Company to breach a “lock-up”
or similar provision contained in the underwriting agreement for such offering.


 


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 the Company 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 the Company 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 the Company 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 Holders initiating the Demand Registration and reasonably acceptable to the Company.


 






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2.1.4
Reduction of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten
offering advises the Company 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 the Company Ordinary Shares or other securities which the Company
desires to sell and the Company Ordinary Shares or other securities, if any, as to which Registration by the Company has been requested
pursuant to written contractual piggy-back registration rights held by other security holders of the Company 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 the
Company shall include in such Registration: (i) first, the Registrable Securities as to which Demand Registration has been requested
by the Demanding Holders and the Founder Securities for the account of any Persons who have exercised demand registration rights
pursuant to the Founder Registration Rights Agreement 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 Company Ordinary Shares or other securities that the Company 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 Holders as to which registration has been requested pursuant to Section
2.2 and the Founder Securities, pro rata among the holders of Founder Securities based on the number of Founder Securities
requested by such holders to be included in such registration as to which registration has been requested pursuant to the applicable
written contractual piggy-back registration rights of the Founder Registration Rights Agreement, 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 Company Ordinary Shares or other securities for the account of other Persons that
the Company 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 the Company securities that are convertible into Company Ordinary Shares are
included in the offering, the calculations under this Section 2.1.4 shall include such Company securities on an as-converted
to Company Ordinary Share basis.


 


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 the Company 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.


 






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2.2
Piggy-Back Registration.


 


2.2.1
Piggy-Back Rights. Subject to Section 2.4, if at any time after the Closing the Company 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 the Company for its own account or for
security holders of the Company for their account (or by the Company and by security holders of the Company 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 the Company’s existing security holders, (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
(x) give written notice of such proposed filing to Holders 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 Holders holding Registrable Securities in such notice the opportunity
to register the sale of such number of Registrable Securities as such Holders 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 the Company or another demanding security holder, the Company 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 the Company and to permit the sale or other disposition of such Registrable
Securities in accordance with the intended method(s) of distribution thereof. All Holders 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.


 


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 the Company and Holders holding Registrable Securities proposing to distribute their Registrable
Securities through such Piggy-Back Registration in writing that the dollar amount or number of Company Ordinary Shares or other
the Company securities which the Company desires to sell, taken together with the Company Ordinary Shares or other the Company
securities, if any, as to which registration has been demanded pursuant to written contractual arrangements with Persons other
than the Holders holding Registrable Securities hereunder, the Registrable Securities as to which registration has been requested
under this Section 2.2, and the Company Ordinary Shares or other the Company securities, if any, as to which registration has been
requested pursuant to the written contractual piggy-back registration rights of other security holders of the Company, exceeds
the Maximum Number of Securities, then the Company shall include in any such registration:


 


(a)
If the registration is undertaken for the Company’s account: (i) first, the Company Ordinary Shares or other
securities that the Company 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 Holders as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which
registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder
Registration Rights Agreement, 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 Company Ordinary
Shares or other equity securities for the account of other Persons that the Company 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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(b)
If the registration is a “demand” registration undertaken at the demand of holders of Founder Securities:
(i) first, the Company Ordinary Shares or other securities for the account of the Demanding Holders and the Founder Securities
for the account of any persons who have exercised demand registration rights pursuant to the Founder Registration Rights Agreement
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 Company Ordinary Shares or other securities that the Company 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 Holders as to which registration has been requested pursuant to this Section
2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back
registration rights under the Founder Registration Rights Agreement, 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 Company Ordinary Shares or other equity securities for the account of other persons that the Company is
obligated to register pursuant to separate written contractual arrangements with such persons that can be sold without exceeding
the Maximum Number of Securities; and


 


2.2.3
If the registration is a “demand” registration undertaken at the demand of holders of Founder Securities under
the Founder Registration Rights Agreement: (i) first, the Founder Securities for the account of the demanding holders and the Registrable
Securities for the account of Demanding Holders who have exercised demand registration rights pursuant to Section 2.1 during
the period under which the demand registration under the Founder Registration Rights Agreement 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 Company Ordinary Shares or other securities that the Company 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 Holders as to which registration has been requested
pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable
written contractual piggy-back registration rights under the Founder Registration Rights Agreement, 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 Company Ordinary Shares or other equity securities for the account of other
persons that the Company is obligated to register pursuant to separate written contractual arrangements with such persons that
can be sold without exceeding the Maximum Number of Securities; and


 


2.2.4
If the registration is a “demand” registration undertaken at the demand of persons other than either Demanding
Holders under Section 2.1 or the holders of Founder Securities exercising demand registration rights under the Founder Registration
Rights Agreement: (i) first, the Company 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 Company Ordinary Shares or other securities that the Company 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 Holders as to which registration has
been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant
to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, 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 Company Ordinary Shares or other equity securities for
the account of other persons that the Company 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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In the event that the
Company securities that are convertible into Company Ordinary Shares are included in the offering, the calculations under this
Section 2.2.2 shall include such the Company securities on an as-converted to Company Ordinary Share basis. Notwithstanding anything
to the contrary above, to the extent that the registration of a Holder’s Registrable Securities would prevent the Company
or the demanding shareholders from effecting such registration and offering, such Holder shall not be permitted to exercise Piggy-Back
Registration rights with respect to such registration and offering.


 


2.2.5
Withdrawal. Any Holder holding Registrable Securities may elect to withdraw such Holder’s request for inclusion
of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior
to the effectiveness of the Registration Statement. The Company (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 Holder, subject to the next sentence
and the provisions of Section 4. Notwithstanding any such withdrawal, the Company 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 Holders 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, Holders holding Registrable Securities may at
any time and from time to time, request in writing that the Company 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 the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt
of such written request, the Company will promptly give written notice of the proposed registration to all other Holders holding
Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such Holders’
Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities, if any,
of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt
of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration
pursuant to this Section 2.3: (i) if Short Form Registration is not available to the Company for such offering; or (ii) if Holders
holding Registrable Securities, together with the holders of any other securities of the Company 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.


 


2.4
Restriction of Offerings. Notwithstanding anything to the contrary contained in this Agreement, the Holders shall
not be entitled to request, and the Company 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 either subject to the transfer restrictions under the Lock-Up Agreement.


 


3.
REGISTRATION PROCEDURES.


 


3.1
Filings; Information. Whenever the Company is required to effect the registration of any Registrable Securities pursuant
to Section 2, the Company 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:


 






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3.1.1
Filing Registration Statement. the Company 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 the Company then qualifies or which counsel for the Company 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 the Company 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 the Company shall furnish
to Holders requesting to include their Registrable Securities in such registration a certificate signed by the President Director
or any other authorized representative of the Company stating that, in the good faith judgment of the Board of Directors of the
Company, it would be materially detrimental to the Company 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 the Company
to disclose at such time; provided further, however, that the Company 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. The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement
thereto, furnish without charge to Holders holding 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 Holders holding Registrable
Securities included in such registration or legal counsel for any such Holders may request in order to facilitate the disposition
of the Registrable Securities owned by such Holders.


 


3.1.3
Amendments and Supplements. The Company 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, the Company shall promptly, and in no event more than
five (5) Business Days after such filing, notify Holders holding Registrable Securities included in such Registration Statement
of such filing, and shall further notify such Holders promptly and confirm such advice in writing in all events within 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 the Company 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 Holders 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, the Company shall furnish to
Holders holding Registrable Securities included in such Registration Statement and to the legal counsel for any such Holders, copies
of all such documents proposed to be filed sufficiently in advance of filing to provide such Holders and legal counsel with a reasonable
opportunity to review such documents and comment thereon; provided that such Holders 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. The Company 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 Holders 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 the Company and do any and all other acts and things that may be necessary or advisable to enable
Holders holding 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 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, the Company
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 the Company 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 Holders holding Registrable Securities
included in such Registration Statement. No Holder 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
Holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such
Holder’s material agreements and organizational documents, and with respect to written information relating to such Holder
that such Holder has furnished in writing expressly for inclusion in such Registration Statement.


 


3.1.7
Cooperation. The principal executive officer of the Company, the principal financial officer of the Company, the
principal accounting officer of the Company and all other officers and members of the management of the Company 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.


 


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


 






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3.1.9
Opinions and Comfort Letters. The Company 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. The Company 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. The Company shall use its best efforts to cause all Registrable Securities that are Company 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 the Company are then listed or designated or, if no such similar securities are then listed or designated, in a manner
satisfactory to Holders 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, the Company shall 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.


 


3.2
Obligation to Suspend Distribution. Upon receipt of any notice from the Company 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 the Company, pursuant to a written insider trading compliance
program adopted by the Company’s Board of Directors, of the ability of all “insiders” covered by such program
to transact in the Company’s securities because of the existence of material non-public information, each Holder 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 Holder 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 the Company’s securities is removed, as applicable,
and, if so directed by the Company, each such Holder will deliver to the Company all copies, other than permanent file copies then
in such Holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of
such notice.


 






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3.3
Registration Expenses. Subject to Section 4, the Company 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) the Company’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 the Company and fees and expenses for independent certified public accountants retained
by the Company (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 the Company 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 Holders 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.
The Company 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 the Company shall bear the expenses of the Underwriter pro rata in
proportion to the respective amount of securities each is selling in such offering.


 


3.4
Information. Holders holding Registrable Securities included in any Registration Statement shall provide such information
as may reasonably be requested by the Company, 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. Holders selling Registrable Securities in any offering must provide all questionnaires, powers of attorney, custody
agreements, stock powers, and other documentation reasonably requested by the Company or the managing Underwriter.


 


4.
INDEMNIFICATION AND CONTRIBUTION.


 


4.1
Indemnification by the Company. Subject to the provisions of this Section 4.1 below, the Company agrees to indemnify
and hold harmless each Holder, and each Holder’s officers, employees, affiliates, directors, partners, members, attorneys
and agents, and each Person, if any, who controls a Holder (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) (each, an “Holder 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 the Company of the Securities
Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the
Company 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 the Company, such consent not to be unreasonably withheld, delayed or conditioned); and the Company shall
promptly reimburse the Holder Indemnified Party for any legal and any other expenses reasonably incurred by such Holder Indemnified
Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided,
however, that the Company 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 the Company, in writing, by such selling holder or Holder Indemnified Party expressly for use therein. The Company
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 Holders Holding Registrable Securities. Subject to the provisions of this Section 4.2 below, each
Holder 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 Holder, indemnify and hold harmless the Company, 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 the Company by such selling Holder 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 Holder, such consent not to be unreasonably withheld, delayed or
conditioned), and shall reimburse the Company, 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 Holder’s indemnification obligations hereunder shall be several and
not joint and shall be limited to the amount of any net proceeds actually received by such selling Holder.


 


4.3
Conduct of Indemnification Proceedings. Promptly after receipt by any Person of any notice of any loss, claim, damage
or liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such Person (the “Indemnified
Party”) shall, if a claim in respect thereof is to be made against any other Person for indemnification hereunder,
notify such other Person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage,
liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve
the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and
solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification
with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate
in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the
defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified
Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the
Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party
and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but
no more than one such separate counsel) to represent the Indemnified Party and its controlling Persons who may be subject to liability
arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with
the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such
Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing
interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party (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 Holder 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 Holder from the sale of Registrable Securities which gave rise to such contribution obligation. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.


 


5.
RULE 144.


 


5.1
Rule 144. The Company 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 Holders holding Registrable Securities may reasonably request, all to
the extent required from time to time to enable such Holders to sell Registrable Securities without registration under the Securities
Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule 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. The Company 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 the Company to register
any of the Company’s share capital for sale or to include the Company’s share capital in any registration filed by
the Company 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 the Company hereunder
may not be assigned or delegated by the Company in whole or in part, unless the Company first provides Holders holding Registrable
Securities at least ten (10) Business Days prior written notice; provided that no assignment or delegation by the Company will
relieve the Company of its obligations under this Agreement unless Holders 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 Holders holding Registrable Securities hereunder may be freely assigned or delegated by such
Holder in conjunction with and to the extent of any transfer of Registrable Securities by such Holder which is permitted by the
Lock-Up Agreement; provided that no assignment by any Holder of its 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 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). 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 Holders or of any
assignee of the Holders. 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 Malacca Representative is replaced in accordance with
the terms of the Business Combination Agreement, the replacement Malacca Representative shall automatically become a party to this
Agreement as if it were the original Malacca 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) two (2) Business Days after being sent, if sent by reputable, internationally recognized overnight courier service
or (iv) four (4) 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 the Company, to:	 	With copies to (which shall not constitute notice):
	 	 	 
	PT Asia Vision Network	 	DLA Piper Singapore Pte. Ltd.
	MNC Tower 27th Floor	 	80 Raffles Place
	MNC Center, J1, Kebon Sirih 17-19	 	UOB Plaza 1, #48-01
	Jakarta Pusat 10340, Indonesia	 	Singapore 048624
	Attn: Ade Tjendra	 	Attn:     Joseph E. Bauerschmidt
	Facsimile No.: +62 21 - 2305281, 3909207	 	Telephone No.: +65 6512 6066
	Telephone No.: +62 21 - 3909211, 3900310	 	Email: joe.bauerschmidt@dlapiper.com
	Email:    ade.tjendra@mncgroup.com;	 	 
	               abuzzal.abusaeri@mncgroup.com	 	and
	 	 	 
	 	 	the Malacca Representative (and its copy for notices hereunder)
	 	 	 
	If to the Malacca Representative, to:	 	with a copy (which will not constitute notice) to:
	 	 	 
	Malacca Straits Management Company Limited	 	Ellenoff Grossman & Schole LLP
	Unit 601-2	 	1345 Avenue of the Americas, 11th Floor
	St. George’s Building	 	New York, New York 10105, USA
	2 Ice House Street	 	Attn:    Stuart Neuhauser, Esq.
	Central, Hong Kong	 	             Matthew A. Gray, Esq.
	Attn: Kenneth Ng	 	Facsimile No.: (212) 370-7889
	Telephone No.: +852 3752 3889	 	Telephone No.: (212) 370-1300
	Email: kng@arkpacific.hk	 	Email:    sneuhauser@egsllp.com
	 	 	               mgray@egsllp.com
	 	 	 



 






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	If to Parent or any other Holder, to:	 	With copies to (which shall not constitute notice):
	 	 	 
	PT MNC Vision Networks TBK	 	DLA Piper Singapore Pte. Ltd.
	MNC Tower 27th Floor	 	80 Raffles Place
	MNC Center, J1, Kebon Sirih 17-19	 	UOB Plaza 1, #48-01
	Jakarta Pusat 10340, Indonesia	 	Singapore 048624
	Attn: Ade Tjendra	 	Attn:    Joseph E. Bauerschmidt
	Facsimile No.: +62 21 - 2305281, 3909207	 	Telephone No.: +65 6512 6066
	Telephone No.: +62 21 - 3909211, 3900310	 	Email: joe.bauerschmidt@dlapiper.com
	Email:    ade.tjendra@mncgroup.com;	 	 
	               abuzzal.abusaeri@mncgroup.com	 	 
	 	 	 



 


6.4
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of
this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and
enforceable.


 


6.5
Entire Agreement. This Agreement (together with the Business Combination Agreement and the Lock-Up Agreement 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 Ancillary Document or the rights or obligations of the parties under the Founder Registration Rights Agreement.


 


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 the Company, the Malacca Representative and Holders holding a majority-in-interest of the Registrable Securities;
provided, that any amendment or waiver of this Agreement which affects a Holder in a manner materially and adversely disproportionate
to other Holders will also require the consent of such Holder. 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
Arbitration; Governing Law; Jurisdiction; Waiver of Jury Trial. Sections 11.4, 11.5 and 11.6 of the Business Combination
Agreement shall apply to this Agreement mutatis mutandis.


 


6.10
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.


 


6.11
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.


 


6.12  Language.
This Agreement is entered into in the languages of English and Bahasa Indonesia. The parties agree that (i) the English
version of this Agreement shall be controlling for all purposes (including, for the avoidance of doubt, where there are
inconsistencies between the English version and the Bahasa Indonesia version), (ii) the text of the Bahasa Indonesia version
of this Agreement will in all cases be deemed to be amended to conform with the corresponding English text of this Agreement,
and (iii) the Bahasa Indonesia version has been prepared solely for compliance with Indonesian Law No. 24 of 2009 regarding
National Flag, Language, Coat of Arms, and Anthem (together with its implementing regulations, as amended, “Law
24”) and shall be for reference only among the parties. The Bahasa Indonesia version of this Agreement shall
not create any duplication of the rights or obligations of the parties. The parties agree and undertake that they will not
(and will not allow or assist any other Person to) in any manner or forum, (x) challenge the validity of, or raise or file
any objection to, the transaction or this Agreement on the basis of any failure to comply with Law 24, (y) defend its
non-performance or breach of its obligations under this Agreement on the basis of any failure to comply with Law 24 and (z)
allege that this Agreement is against public policy or otherwise does not constitute its legal, valid and binding obligation,
enforceable against it in accordance with its terms on the basis of any failure to comply with Law 24.


 


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


 


	 	The Company:
	 	 
	 	PT ASIA VISION NETWORK
	 	 
	 	By:	                       
	 	Name:	 
	 	Title:	 
	 	 
	 	The Malacca Representative:
	 	 
	 	MALACCA STRAITS MANAGEMENT

COMPANY LIMITED, solely in the capacity

 under the Business Combination Agreement as the 

Malacca Representative
	 	 
	 	By:	                       
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Parent:
	 	 
	 	PT MNC VISION NETWORKS TBK
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


{Signature Page to Non-Competition
Agreement}