Exhibit 10.4


 


EXECUTION VERSION


REGISTRATION RIGHTS
AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”) is made and entered into as of [●], 2022, by and among (i) Malacca Straits Acquisition
Company Limited, a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below),
the “Purchaser”), and (ii) the undersigned parties listed as “Investors” on the signature page hereto
(each, an “Investor” and collectively, the “Investors”).


 


WHEREAS, on or about
the date hereof, the Purchaser, Indiev, Inc., a California corporation (together with its successors, including after the Conversion (as
defined in the Merger Agreement), the “Company”), MLAC Merger Sub, Inc., a Delaware corporation and a wholly-owned
subsidiary of the Purchaser (“Merger Sub”), and the other parties named therein, have entered into that certain
Agreement and Plan of Merger (as amended from time to time in accordance with the terms thereof, the “Merger Agreement”),
pursuant to which, among other matter, (a) the Purchaser shall transfer by way of continuing out of the Cayman Islands and become domesticated
as a corporation in the State of Delaware (the “Domestication”) and (b) upon the consummation of the transactions
contemplated thereby (the “Closing”), Merger Sub will merge with and into the Company, with the Company continuing
as the surviving entity and a wholly-owned subsidiary of the Purchaser (the “Merger”), and as a result of which,
all of the issued and outstanding capital stock of the Company immediately prior to the Effective Time shall no longer be outstanding
and shall automatically be cancelled and shall cease to exist, in exchange for the right for each Company Stockholder (as defined below)
to receive its Pro Rata Share of the Stockholder Merger Consideration as set forth in the Merger Agreement, all upon the terms and subject
to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the DGCL; and


 


WHEREAS, the parties
desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of the Stockholder Merger
Consideration received by the Investors under the Merger Agreement.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth herein, and intending to be legally bound, 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 Merger Agreement. The
following capitalized terms used herein have the following meanings:


 


“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 principal financial officer of the Purchaser, after consultation with counsel to the Purchaser, (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 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 the 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 Purchaser has a bone fide business purpose for
not making such information public.


 


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


 


“Board”
means the Board of Directors of the Purchaser.


 


“Closing”
means the consummation of the transactions contemplated by the Merger Agreement.


 






     


     


    

 


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


 


“Demand Registration”
is defined in Section 2.1.1.


 


“Demanding Holder”
is defined in Section 2.1.1.


 


“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 among Purchaser and
Sponsor, as amended from time to time in accordance with the terms thereof.


 


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


 


“Indemnified Party”
is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


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


 


“Investor Indemnified
Party” is defined in Section 4.1.


 


“Lock-Up Agreement”
means the lock-up agreement, entered into by Purchaser and certain security holders of the Company, pursuant to which such security holders
of the Company agreed not to transfer the Stockholder Merger Consideration for a certain period of time after the Closing.


 


“Losses”
is defined in Section 4.1.


 


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


 


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


 


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


 


“PIPE Securities”
means those securities sold to PIPE Investors in accordance with the Subscription Agreement.


 


“Pro Rata”
is defined in Section 2.1.4.


 


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


 


“Purchaser Common
Stock” means, collectively, the shares of Purchaser Class A Common Stock and the Purchaser Class B Common Stock; provided,
however, that any reference in this Agreement to Purchaser Common Stock (i) from and after the Closing Date shall mean the Purchaser Common
Stock and (ii) following the Domestication but prior to the Closing Date, if the Domestication is consummated on a date prior to the Closing
Date, shall mean the shares of Purchaser Class A Common Stock and/or the Purchaser Class B Common Stock, as applicable.


 






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“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 shares of Purchaser Common Stock received by the Investors at the Closing as Stockholder Merger Consideration in the Merger,
excluding shares of Purchaser Common Stock underlying restricted stock units. Registrable Securities also include any warrants, capital
shares or other securities of Purchaser issued as a dividend, split or other distribution with respect to or in exchange for or in replacement
of the foregoing securities or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation,
other reorganization or other similar event with respect to the Purchaser Common Stock (it being understood that, for purposes of this
Agreement, a Person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to then acquire or obtain
from the Purchaser or the Company any Registrable Securities, whether or not such acquisition has actually been effected). 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 have been sold to, or through, a broker, dealer or
underwriter in a public offering pursuant to the U.S. or applicable state blue-sky securities laws, (c) such securities have been sold
without registration pursuant to Rule 144; (d) all such securities are eligible for resale under Rule 144 during a 90-day period without
volume or manner of sale restrictions; or (e) such securities shall have ceased to be outstanding. Notwithstanding anything to the contrary
contained herein, a Person shall be deemed to be an “Investor holding Registrable Securities” (or words to that
effect) under this Agreement only if they are an Investor or a transferee of the applicable Registrable Securities (so long as they remain
Registrable Securities) of any Investor permitted under this Agreement and the Lock-Up Agreement, as applicable.


 


“Registration
Statement” means a registration statement filed by Purchaser 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 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 or any successor rule thereto.


 


“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 SEC promulgated thereunder, all as the same shall be
in effect at the time.


 


“Short Form Registration”
is defined in Section 2.3.


 


“Subscription
Agreement” means that certain subscription agreement by and among the Investors listed therein and [___], dated as of [___], 2022.


 


“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, Investors holding at least 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, 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”).
Within ten (10) days following receipt of any request for a Demand Registration, Purchaser will notify all other Investors holding Registrable
Securities of the demand, and each Investor holding Registrable Securities who wishes to include all or a portion of such Investor’s
Registrable Securities in the Demand Registration (each such Investor including shares of Registrable Securities in such registration,
a “Demanding Holder”) shall so notify Purchaser within ten (10) days after the receipt by the Investor of the
notice from Purchaser. 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. Purchaser shall not be obligated to effect
more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities. Notwithstanding
anything in this Section ‎2.1 to the contrary, Purchaser shall
not be obligated to effect a Demand Registration under this Agreement, (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 Purchaser if such Demand Registration would cause
Purchaser to breach a “lock-up” or similar provision contained in the underwriting agreement for such offering.


 


2.1.2 Effective Registration.
Notwithstanding the provision of subsection 2.1.1 above or any other part of this Agreement, 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
by the SEC; 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 with such Registration and accordingly notify Purchaser in writing, but in no event later than five (5)
days after such removal, recission or termination, of such election; provided, further, that Purchaser shall not be obligated to file
a second Registration Statement until a Registration Statement that has been filed pursuant to a Demand Registration becomes effective
or is terminated.


 


2.1.3 Underwritten
Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the Demanding Holders
so elect and advise Purchaser 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 Holders proposing to distribute their Registrable Securities through such underwritten offering under this subsection
2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwritten
offering by a majority-in-interest of the Investors initiating the Demand Registration and reasonably acceptable to Purchaser.


 






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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, in good faith,
advises Purchaser 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 shares of Purchaser Common Stock or other securities which Purchaser desires to
sell and the shares of Purchaser Common Stock or other securities, if any, as to which Registration by Purchaser has been requested pursuant
to written contractual piggy-back registration rights held by other security holders of Purchaser 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 Purchaser shall include in such Registration:
(i) first, (A) the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders and (B) 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), Registrable Securities of Investors as to which registration
has been requested pursuant to Section 2.2 and Founder Securities as to which registration has been requested pursuant to the 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; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(i) and (ii), the shares of Purchaser Common Stock or other securities that Purchaser desires to sell 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 shares of Purchaser Common Stock or other securities for the account of other Persons that
Purchaser is obligated to register pursuant to written contractual arrangements with such Persons (other than this Agreement or the Founder
Registration Rights Agreement) that can be sold without exceeding the Maximum Number of Securities. In the event that Purchaser securities
that are convertible into shares of Purchaser Common Stock are included in the offering, the calculations under this Section 2.1.4 shall
include such Purchaser securities on an as-converted to Purchaser Common Stock basis.


 


2.1.5 Withdrawal.
A Demanding Holder may withdraw all or any portion of their Registrable Securities included in a Demand Registration from such Demand
Registration at any time prior to the effectiveness of the Demand Registration Statement. 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 Purchaser
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.
If at any time after the Closing, the Purchaser 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 Purchaser for its own account or for security holders of Purchaser for their account (or by Purchaser and
by security holders of Purchaser including a Demand Registration 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 Purchaser’s
existing security holders, (iii) for an offering of debt that is convertible into equity securities of Purchaser, or (iv) for a dividend
reinvestment plan, then Purchaser shall (x) give written notice of such proposed filing to Investors holding Registrable Securities as
soon as practicable but in no event less than ten (10) days before the anticipated filing date or confidential submission date, which
notice shall describe the amount and type of securities to be included in such Registration or offering, the intended method(s) of distribution,
and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to Investors holding Registrable
Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such Investors may request
in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). To the extent
permitted by applicable securities laws with respect to such registration by Purchaser or another Demanding Holder or holder of Founder
Securities exercising its demand rights under the Founder Registration Rights Agreement, Purchaser 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 Purchaser and to permit the sale or other disposition of such Registrable Securities in accordance with
the intended method(s) of distribution thereof. All Investors holding Registrable Securities proposing to distribute their securities
through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary
form with the Underwriter or Underwriters selected for such Piggy-Back Registration.


 


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


 


(a) If
the registration is undertaken for Purchaser’s account: (i) first, the shares of Purchaser Common Stock or other securities that
Purchaser 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), Registrable Securities of Investors as to which registration
has been requested pursuant to this Section 2.2 and Founder Securities as to which registration has been requested pursuant to the 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 shares of Purchaser Common Stock or other equity securities for the account of other Persons that Purchaser is obligated
to register pursuant to separate written contractual arrangements with such Persons (other than this Agreement or the Founder Registration
Rights Agreement) 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 Demanding Holders pursuant to Section 2.1: (i) first, the shares
of Purchaser Common Stock 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), Registrable Securities of Investors as to which
registration has been requested pursuant to Section 2.2 and the Founder Securities as to which registration has been requested pursuant
to the 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; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (i) and (ii), the shares of Purchaser Common Stock or other securities that Purchaser desires to sell 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 shares of Purchaser Common Stock or other equity securities for the account of other
Persons that Purchaser is obligated to register pursuant to separate written contractual arrangements with such Persons (other than this
Agreement or the Founder Registration Rights Agreement) that can be sold without exceeding the Maximum Number of Securities;


 


(c) 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 under the Founder Registration Rights Agreement
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), Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2
(relating to piggyback rights) and the Founder Securities as to which registration has been requested pursuant to the 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; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and
(ii), the shares of Purchaser Common Stock or other securities that Purchaser desires to sell 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 shares of Purchaser Common Stock or other equity securities for the account of other Persons that Purchaser is
obligated to register pursuant to separate written contractual arrangements with such Persons (other than this Agreement or the Founder
Registration Rights Agreement) that can be sold without exceeding the Maximum Number of Securities; and


 






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(d) 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
shares of Purchaser Common Stock 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), Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2 and Founder Securities
as to which registration has been requested pursuant to the 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; (iii) third, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Purchaser Common Stock or other securities
that Purchaser desires to sell that can be sold without exceeding the Maximum Number of Securities; (iv) fourth, to the extent that the
Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Purchaser Common Stock
or other equity securities for the account of other Persons that Purchaser is obligated to register pursuant to separate written contractual
arrangements with such Persons (other than this Agreement or the Founder Registration Rights Agreement) that can be sold without exceeding
the Maximum Number of Securities.


 


In the event that Purchaser
securities that are convertible into shares of Purchaser Common Stock are included in the offering, the calculations under this Section
2.2.2 shall include such Purchaser securities on an as-converted to Purchaser Common Stock basis.


 


2.2.3 Withdrawal.
Any Investor holding Registrable Securities may elect to withdraw such Investor’s request for inclusion of Registrable Securities
in any Piggy-Back Registration by giving written notice to Purchaser of such request to withdraw prior to the effectiveness of the Registration
Statement. In connection with Section 2.2, Purchaser (whether on its own determination or as the result of a withdrawal by Persons making
a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of
such Registration Statement without any liability to the applicable Investor, subject to the next sentence and the provisions of Section
4. Notwithstanding any such withdrawal, Purchaser shall pay all expenses incurred in connection with such Piggy-Back Registration as
provided in Section 3.3 (subject to the limitations set forth therein) by Investors holding Registrable Securities that requested to
have their Registrable Securities included in such Piggy-Back Registration.


 


2.3 Short Form Registrations.
After the Closing, subject to Section 2.4, Investors holding Registrable Securities may at any time and from time to time, request in
writing that Purchaser register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration
which may be available at such time and applicable to such Investor’s Registrable Securities (“Short Form Registration”);
provided, however, that Purchaser shall not be obligated to effect such request through an underwritten offering. Upon receipt of such
written request, Purchaser will promptly give written notice of the proposed registration to all other Investors holding Registrable
Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such Investors’ Registrable
Securities as are specified in such request, together with all or such portion of the Registrable Securities, if any, of any other Investors
joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from
Purchaser; provided, however, that Purchaser shall not be obligated to effect any such registration pursuant to this Section 2.3: (i)
if Form S-3 is not available to Purchaser for such offering; or (ii) if Investors holding Registrable Securities, together with the holders
of any other securities of Purchaser 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 $10,000,000. Registrations effected pursuant to this Section 2.3
shall not be counted as Demand Registrations effected pursuant to Section 2.1.


 






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2.4 
Restriction of Offerings. Notwithstanding anything to the contrary contained in this Agreement, an Investor shall not be entitled
to request, and Purchaser shall not be obligated to request the SEC to declare any registration (including any Demand Registration but
not including Piggy-Back Registration) effective pursuant to this Section 2 with respect to any Registrable Securities that are subject
to the transfer restrictions under the applicable Investor’s Lock-Up Agreement, as applicable.


 


3. REGISTRATION
PROCEDURES.


 


3.1 Filings; Information.
Whenever Purchaser is required to affect the registration of any Registrable Securities pursuant to Section 2, Purchaser shall use its
best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution
thereof as expeditiously as practicable, and in connection with any such request:


 


3.1.1 Filing
Registration Statement Purchaser 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 Purchaser
then qualifies or which counsel for Purchaser 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, if during the period starting with the date sixty (60)
days prior to Purchaser’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120)
days after the effective date of, a Purchaser initiated Registration (and provided that Purchaser has delivered written notice to
the Investors prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and Purchaser continues to actively employ, in
good faith, all reasonable efforts to cause the applicable Registration Statement to become effective), (i) the Investors pursuant
to this Agreement have requested an underwritten Registration and (ii) (A) Purchaser and the Investors are unable to obtain the
commitment of underwriters to firmly underwrite the offer or (B) in the good faith judgment of the Board such Registration would be
seriously detrimental to Purchaser 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 Purchaser shall furnish to such Investors a certificate signed by the Chairman of the
Board or an executive officer of Purchaser stating that in the good faith judgment of the Board it would be seriously detrimental to
Purchaser 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, Purchaser shall have the right to defer such filing for a period of not more than sixty
(60) days; provided, however, that Purchaser shall not defer its obligation in this manner more than twice in any 12-month
period.


 


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


 






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3.1.3 Amendments and
Supplements. Purchaser 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, including all financial statements or schedules, 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 Reporting
Obligations. As long as any Investors shall own Registrable Securities, the Purchaser, 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 Purchaser after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act
and to promptly furnish the Investors with true and complete copies of all such filings; provided that any documents publicly filed or
furnished with the SEC pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been furnished
or delivered to the Investors pursuant to this Section 3.1.4.


 


3.1.5 Other
Obligations. In connection with a sale or transfer of Registrable Securities exempt from Section 5 of the Securities Act or through
any broker-dealer transactions described in the plan of distribution set forth within the prospectus included in the Registration Statement,
the Purchaser shall, subject to the receipt of the any customary documentation reasonably required from the applicable Investors in connection
therewith, (a) promptly instruct its transfer agent to remove any restrictive legends applicable to the Registrable Securities being sold
or transferred and (b) cause its legal counsel to deliver the necessary legal opinions, if any, to the transfer agent in connection with
the instruction under subclause (a). In addition, the Purchaser shall cooperate reasonably with, and take such customary actions as may
reasonably be requested by the Investors, in connection with the aforementioned sales or transfers.


 


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


 






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3.1.7 State Securities
Laws Compliance. Purchaser shall use its reasonable efforts to (i) register or qualify the Registrable Securities covered by the
Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as Investors holding
Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request
and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with
or approved by such other governmental authorities as may be necessary by virtue of the business and operations of Purchaser and do any
and all other acts and things that may be necessary or advisable to enable Investors holding Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that Purchaser 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.


 


3.1.8 Agreements for
Disposition. To the extent required by any underwriting agreement or similar agreements, Purchaser shall enter into customary agreements
(including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order
to expedite or facilitate the disposition of such Registrable Securities. The representations, warranties and covenants of Purchaser
in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made
to and for the benefit of Investors holding Registrable Securities included in such Registration Statement. No Investor holding Registrable
Securities included in such Registration Statement shall be required to make any representations or warranties in the underwriting agreement
except, if applicable, with respect to such Investor’s organization, good standing, authority, title to Registrable Securities,
lack of conflict of such sale with such Investor’s material agreements and organizational documents, and with respect to written
information relating to such Investor that such Investor has furnished in writing expressly for inclusion in such Registration Statement.


 


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


 


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


 


3.1.11 Opinions and
Comfort Letters. Purchaser shall obtain from its counsel and accountants customary legal opinions and customary comfort letters,
to the extent so reasonably required by any underwriting agreement.


 


3.1.12 Earnings Statement.
Purchaser 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 beginning with
the first day of the Purchaser’s first full calendar quarter after the effective date of a registration statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated
thereafter by the SEC).


 






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3.1.13 Listing.
Purchaser shall use its best efforts to cause all Registrable Securities that are shares of Purchaser Common Stock included in any registration
to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by Purchaser are then
listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to Investors holding a
majority-in-interest of the Registrable Securities included in such registration.


 


3.1.14 Road
Show. If the registration involves the registration of Registrable Securities involving gross proceeds in excess of $25,000,000, Purchaser
shall use its reasonable efforts to make available senior executives of Purchaser 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 Purchaser of the happening of any event of the kind described in Section 3.1.6(iv),
or in the event of the Registration Statement or prospectus included therein containing a misstatement of material fact or omitting to
state a material fact, pursuant to a written insider trading compliance program adopted by the Purchaser’s Board of Directors,
of the ability of all “insiders” covered by such program to transact in the Purchaser’s securities because of the existence
of material non-public information, each Investor holding Registrable Securities included in any registration shall immediately discontinue
disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor
receives the supplemented or amended prospectus contemplated by Section 3.1.6(iv) or until advised in writing that the use of the prospectus
may be resumed. If the filing, initial effectiveness or continued use of the Registration Statement in respect of any registration at
any time would require the Purchaser to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial
statements that are unavailable to the Purchaser for reasons beyond the Purchaser’s control, the Purchaser may, upon giving prompt
written notice of such action to the Investors, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement
for the shortened period of time, but in no event more than thirty (30) days, determined in good faith by the Purchaser to be necessary
for such purpose. In the event the Purchaser exercises its rights under the preceding sentence, the Investors agree to suspend, immediately
upon their receipt of the noticed referred to above, their use of the prospectus relating to any registration in connection with any
sale or offer to sell Registrable Securities. The Purchaser shall immediately notify the Investors of the expiration of any period during
which it exercised its rights under this Section 3.2.


 


3.3 Registration
Expenses. Subject to Section 4, Purchaser 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) Purchaser’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 3.1.13; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for Purchaser
and fees and expenses for independent certified public accountants retained by Purchaser (including the expenses or costs associated
with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.11); (viii) the reasonable fees and expenses of
any special experts retained by Purchaser in connection with such registration; and (ix) the reasonable fees and expenses of one legal
counsel selected by Investors holding a majority-in-interest of the Registrable Securities included in such registration for such legal
counsel’s review, comment and finalization of the proposed Registration Statement and other relevant documents. Purchaser 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, only if the Underwriters require the selling security holders and/or Purchaser to bear the expenses of the Underwriter following
good faith negotiations, all selling security holders and Purchaser shall bear the expenses of the Underwriter pro rata in proportion
to the respective amount of securities each is selling in such offering.


 






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


 


4. INDEMNIFICATION
AND CONTRIBUTION.


 


4.1 Indemnification
by Purchaser. Subject to the provisions of this Section 4.1 below, Purchaser agrees to indemnify and hold harmless each Investor,
and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any,
who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor
Indemnified Party”), from and against any expenses, losses, judgments, claims, actions, damages or liabilities (collectively,
“Losses”), whether joint or several, arising out of or based upon any untrue or alleged untrue statement of
a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the
Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment
or supplement to such Registration Statement, or arising out of or based upon any omission or alleged omission to state a material fact
required to be stated therein or necessary to make the statements therein not misleading, or any violation by Purchaser of the Securities
Act or any rule or regulation promulgated thereunder applicable to Purchaser and relating to action or inaction required of Purchaser
in connection with any such registration (provided, however, that the indemnification contained in this Section 4.1 shall not apply to
amounts paid in settlement of any such Loss if such settlement is effected without the consent of Purchaser, such consent not to be unreasonably
withheld, delayed or conditioned); and Purchaser shall promptly reimburse the Investor Indemnified Party for any legal and any other
expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such Loss; provided,
however, that Purchaser will not be liable in any such case to the extent that any such Loss arises out of or is based upon any
untrue or alleged untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final
prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished
to Purchaser, in writing, by such selling Investor or Investor Indemnified Party expressly for use therein. Purchaser 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 of Registrable Securities. Subject to the provisions of this Section 4.2 below, each Investor selling Registrable Securities
will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement includes any Registrable
Securities held by such selling Investor, indemnify and hold harmless Purchaser, each of its directors and officers and each Underwriter
(if any), and each other selling Investor and each other Person, if any, who controls another selling Investor or such Underwriter within
the meaning of the Securities Act, against any Losses, whether joint or several, insofar as such Losses arise out of or are based upon
any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of
such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus
contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon
any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not
misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to Purchaser
by such selling Investor expressly for use therein (provided, however, that the indemnification contained in this Section 4.2 shall not
apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the indemnifying Investor,
such consent not to be unreasonably withheld, delayed or conditioned), and shall reimburse Purchaser, its directors and officers, each
Underwriter and each other selling Investor or controlling Person for any legal or other expenses reasonably incurred by any of them
in connection with investigation or defending any such Loss. Each selling Investor’s indemnification obligations hereunder shall
be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling Investor in the applicable
offering.


 


4.3 Conduct
of Indemnification Proceedings


 


. Promptly after receipt by
any Person of any notice of any Loss 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; 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 if the Indemnifying
Party provides notice of such to the Indemnified Party within thirty (30) days of the Indemnifying Party’s receipt of notice of
such claim. 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
(which shall not be unreasonably delayed or withheld), 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 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 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, as well
as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined
by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and such party’ 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 referred to in the immediately preceding paragraph shall be deemed
to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with
investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no Investor holding Registrable
Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting
fees, discounts, commissions or taxes) actually received by such Investor from the sale of Registrable Securities which gives rise to
such contribution obligation. Any contributions obligation of the Investors shall be several and not joint. 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 is
not guilty of such fraudulent misrepresentation.


 


5. RULE
144 and 145.


 


5.1 Rule 144 and
145. Purchaser covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act
and shall take such further action as Investors holding Registrable Securities may reasonably request, all to the extent required from
time to time to enable such Investors to sell Registrable Securities without registration under the Securities Act within the limitation
of the exemptions provided by Rule 144 and 145 under the Securities Act, as such Rule 144 and 145 may be amended from time to time, or
any similar rule or regulation hereafter adopted by the SEC.


 






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6. MISCELLANEOUS.


 


6.1 Other Registration
Rights. The Purchaser represents and warrants that as of the date of this Agreement, except as set forth in the Merger Agreement,
no Person, other than the holders of (i) Registrable Securities, (ii) Founder Securities and (iii) PIPE Securities (as described below),
has any right to require Purchaser to register any of Purchaser’s capital stock for sale or to include Purchaser’s capital
stock in any registration filed by Purchaser for the sale of capital stock for its own account or for the account of any other Person.
The Investors hereby acknowledge that Purchaser has granted resale registration rights to holders of PIPE Securities pursuant to that
certain Subscription Agreement, including without limitation, with Mr. Shi as investor thereunder, and that nothing herein shall restrict
the ability of Purchaser to fulfill its resale registration obligations under that certain Subscription Agreement.


 


6.2 Assignment; No
Third Party Beneficiaries. This Agreement and the rights, duties and obligations of Purchaser hereunder may not be assigned or delegated
by Purchaser in whole or in part without the written consent of the Investors holding at a majority-in-interest of the Registerable Securities
held by all Investors and by holders of a majority-in-interest of the Founder Securities. This Agreement and the rights, duties and obligations
of Investors holding Registrable Securities hereunder may be freely assigned or delegated by such Investor in conjunction with and to
the extent of any transfer of Registrable Securities by such Investor which is permitted by such Investor’s Lock-Up Agreement as
applicable; provided that no assignment by any Investor of its rights, duties and obligations hereunder shall be binding upon or obligate
Purchaser unless and until Purchaser shall have received (i) written notice of such assignment and (ii) the written agreement of the
assignee, in a form reasonably satisfactory to Purchaser, 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 hereto and holders of the Founder Securities, to the permitted assigns of the Investors or
holders of Founder Securities or of any assignee of the Investors or holders of Founder Securities. This Agreement is not intended to
confer any rights or benefits on any Persons that are not party hereto other than the Indemnified Parties and/or persons entitled to
contribution rights as expressly set forth in Section 4 and permitted assigns under this Section 6.2.


 


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 email during normal business hours of the recipient, or (iii) by FedEx or other nationally recognized
overnight courier service, addressed as follows (or at such other address for a party as shall be specified by like notice):


 


	
     

    If to Purchaser prior to the Closing, to:

     

    Malacca Straits Acquisition Company Limited

    Unit 601-2, St. George’s Building, 2 Ice House Street Central, Hong Kong

    Attn:      Gordon Lo, Chief Executive
    Officer;

                   Stanley
    Wang, Chief Financial Officer

    Telephone No.: +852 21060888

    Email:   gordon@malaccastraits.net;

                  stanley@malaccastraits.net

     
	 	
     

    With a copy (which will not constitute notice) to:

     

    Ellenoff Grossman & Schole LLP

    1345 Avenue of the Americas, 11th Floor

    New York, New York 10105

    Attn:    Matthew A. Gray, Esq.

                Stuart
    Neuhauser, Esq.

    Facsimile No.: (212) 370-7889

    Telephone No.: (212) 370-1300

    Email:  mgray@egsllp.com; sneuhauser@egsllp.com

     

	
     

    If to Purchaser from and after the Closing to:

     

    INDI Electric Vehicle Inc.

    5001 S Soto Street

    Vernon, CA 90058

    Attn: Mr. Hai Shi, CEO

     

    Telephone No.: (323) 703-5720

     

    Email:sh@indiev.com

     

    and

     

    the Purchaser Representative
	 	
     

    With copies (which shall not constitute notice) to:

     

    Sheppard, Mullin, Richter & Hampton LLP

    12275 El Camino Real, Suite 100

    San Diego, CA 92130

    Attn: James A. Mercer III, Esq.

    Telephone No.: (858) 720-8900

    Email: JMercer@sheppardmullin.com

     

    and

     

    Ellenoff Grossman & Schole LLP

    1345 Avenue of the Americas, 11th Floor

    New York, New York 10105

    Attn:    Stuart Neuhauser, Esq.

                 Matthew
    A. Gray, Esq.

    Facsimile No.: (212) 370-7889

    Telephone No.: (212) 370-1300

    Email: mgray@egsllp.com;

    sneuhauser@egsllp.com




 


	 
	If to an Investor, to: the address set forth below Investor’s name on the signature page to this Agreement.
	 



 



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


 


6.5 Entire Agreement.
This Agreement (together with the Merger 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, including without limitation the Founder Registration Rights
Agreement, 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 Merger Agreement or any other Ancillary
Document (as defined in the Merger Agreement) 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 Purchaser, Purchaser Representative
(as defined in the Merger Agreement) and Investors holding a majority-in-interest of the Registrable Securities and holders of a majority-in-interest
of the Founder Securities; provided, that any amendment or waiver of this Agreement which affects an Investor in a manner materially
and adversely disproportionate to other Investors will also require the consent of such Investor. No failure or delay by a party in exercising
any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement,
in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.


 


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


 


6.9 Governing
Law; Jurisdiction; Waiver of Jury Trial. Sections 9.6 and 9.7 of the Merger Agreement shall apply to this Agreement mutatis mutandis.


 


6.10 Termination
of Merger 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 Merger 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, each of which shall be deemed an original, and all of which taken together shall
constitute one and the same instrument. Copies of executed counterparts of this Agreement transmitted by electronic transmission (including
by email or in .pdf format) or facsimile as well as electronically or digitally executed counterparts (such as DocuSign) shall have the
same legal effect as original signatures and shall be considered original executed counterparts of this Agreement.


 


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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.


 


	 	Purchaser:
	 	 
	 	Malacca Straits Acquisition Company Limited


 


	 	By:	 
	 	 	Name: 
	 	 	Title:


 


	 	Acknowledged and Agreed, including without limitation pursuant to Sections 2.1.4, 2.2, 6.2, 6.5 and 6.7 hereof, by:
	 	 
	 	The Purchaser Representative:
	 	 
	 	Malacca Straits Management Company Limited, solely in the capacity as the Purchaser Representative hereunder


 


	 	By:	 
	 	Name:	 
	 	Title:	 


  






     


     


    

 


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


 


	 	Investor:
	 	 
	 	[INVESTOR]


 


	 	By:	 
	 	 	Name: 
	 	 	Title:


 


	 	Address for Notice:


 


	 	Address:	 


 


	 	 
	 	 
	 	 


 


	 	Facsimile No.:	 
	 	 	 
	 	Telephone No.:	 


 


	 	Email: