Exhibit 10.3


 


Agreed Form


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof,
this “Agreement”), dated as of           , 20            , is made and entered into by and among:


 


(i) Asia Innovations
Group Limited, an exempted company incorporated with limited liability under the Laws of Cayman Islands (the “Company”);


 


(ii) Magnum Opus Holdings
LLC, a Cayman Islands limited liability company (the “Sponsor”); and


 


(iii) certain shareholders
of Company, as set forth on Schedule A hereto (the “Company Shareholder Parties” and, together with the Sponsor,
Major SPAC Shareholders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2
of this Agreement, a “Holder” and, collectively the “Holders”).


 


Capitalized terms used but
not defined herein shall have the meanings ascribed to them in the Merger Agreement.


 


RECITALS


 


WHEREAS,
contemporaneously with the execution and delivery of this Agreement, Magnum Opus Acquisition Limited, an exempted company
incorporated with limited liability under the Laws of Cayman Islands (“SPAC”) and the Company are entering into
that certain Agreement and Plan of Merger, dated as of September 30, 2022 (as may
be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger
Agreement”) with Connect Merger Sub, an exempted company incorporated with limited liability under the Laws of Cayman
Islands and a wholly-owned Subsidiary of the Company (“Merger Sub”), whereby, among other things, Merger Sub will
merge with and into the SPAC (the “Merger”), whereupon the separate existence of Merger Sub will cease, and SPAC
will continue as the surviving company (SPAC, as the surviving entity of the Merger, is sometimes referred to herein as the
 “Surviving Company”);


 


WHEREAS, pursuant to the
terms and provisions of the Merger Agreement, prior to the effective time of the Mergers, Company will have undertaken the
Recapitalization whereby, among other things, (i) each Pre-Subdivision Share that is issued and outstanding immediately prior
to the Effective Time (excluding any such Company Pre-Subdivision Ordinary Shares held by the Key Executives) held by the Company
Shareholder Parties will be subdivided and re-designated into certain amount of Company Class A Ordinary Shares, (ii) each Pre-Subdivision Share that is issued
and outstanding immediately prior to the Effective Time and held by the Key Executives will be subdivided and re-designated into
certain amount of Company Class B Ordinary Shares, if applicable, and (iii) the Company will adopt an amended and restated memorandum and articles of association in
the form attached to the Merger Agreement as Exhibit A (the “Listing A&R M&AA”);


 






     


     


    

 


WHEREAS, following the consummation
of the Merger, the Sponsor and the Company Shareholder Parties will beneficially own Company Ordinary Shares; and


 


WHEREAS, in anticipation
of the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Sponsor, the Company
and the Holders desire to enter into this Agreement on the date hereof, to be effective upon the Closing, pursuant to which the Company
shall grant the Holders certain registration rights with respect to the Registrable Securities (as defined herein) on the terms and conditions
set forth in this Agreement.


 


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


 


Article I

Definition


 


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


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive
Officer of the Company or the Company Board, after consultation with counsel to the Company, (i) would be required to be made in
any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus
and any preliminary prospectus, in 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, declared effective or used, as the case may be,
and (iii) the Company has a bona fide business purpose for not making such information public.


 


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


 


“Blackout Period” shall have
the meaning given in Section 3.4(b).


 


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


 


“Company”
shall have the meaning given in the Recitals hereto and includes the Company’s successors by recapitalization, merger, consolidation,
spin-off, reorganization or similar transaction.


 


“Company Shareholder
Parties” shall have the meaning given in the Preamble hereto.


 


“Demanding Holder” shall have
the meaning given in Section 2.1(d).


 






    	 	2	 



     


    

 


“FINRA”
shall mean the Financial Industry Regulatory Authority Inc.


 


“Form F-1 Shelf”
shall have the meaning given in Section 2.1(a).


 


“Form F-3 Shelf”
shall have the meaning given in Section 2.1(a).


 


“Holder”
and “Holders” shall have the meaning given in the Preamble hereto, for so long as such person or entity holds any
Registrable Securities.


 


“Holder Information”
shall have the meaning given in Section 4.1(b).


 


“Listing A&R
M&AA” shall have the meaning given in the Recitals hereto.


 


“Lock-Up Period”
shall have the meaning given in the applicable Lock-Up agreement to which a Holder is a party.


 


“Major SPAC Shareholder”
shall have the meaning given in the Sponsor Lock-up and Support Agreement.


 


“Maximum Number
of Securities” shall have the meaning given in Section 2.1(e).


 


“Memorandum and
Articles of Association” shall mean the Memorandum and Articles of Association of the Company in effect immediately prior to
the adoption of the Listing A&R M&AA.


 


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


 


“Merger Agreement”
shall have the meaning given in the Recitals hereto.


 


“Merger Sub”
shall have the meaning given in the Recitals hereto.


 


“Minimum Takedown
Threshold” shall have the meaning given in Section 2.1(d).


 


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


 


“New Registration
Statement” shall have the meaning given in Section 2.1(g).


 


“Other Coordinated
Offering” shall have the meaning given in Section 2.4(a).


 


“Permitted Transferees”
shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior
to the expiration of the Lock-up Period pursuant to the Listing A&R M&AA and the Lock-Up agreement to which such Holder is a
party.


 


“Piggyback Registration”
shall have the meaning given in Section 2.2(a).


 






    	 	3	 



     


    

 


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


 


“Registrable Security”
shall mean (a) any Company Class A Ordinary Shares (including Company Class A Ordinary Shares issued or issuable upon the conversion,
exchange and/or exercise of any other equity security) held by a Holder immediately following the Closing (including any equity security
of the Company issued in connection with the Recapitalization, or issued or issuable in connection with the Merger pursuant to the terms
of the Merger Agreement and any Sponsor Earn-Out Shares), (b) any Company Class A Ordinary Shares issued or issuable upon the conversion
or exchange of any other class of Company Ordinary Shares following the Closing in accordance with the Listing A&R M&AA, (c) any
Company Class A Ordinary Shares of the Company that may be acquired by Holders upon the exercise of a Company Warrant or other right to
acquire Company Ordinary Shares held by a Holder immediately following the Closing, (d) any Company Class A Ordinary Shares issued or
issuable upon the conversion, exchange and/or exercise of Company Ordinary Shares or Company Warrants held by the Sponsor to purchase
Company Ordinary Shares (including any Company Ordinary Shares issued or issuable upon the exercise of any such Company Warrant held by
the Sponsor) otherwise acquired or owned by a Holder following the date hereof to the extent that such securities are “restricted
securities” (as defined in Rule 144) or are otherwise held by an “affiliate” (as defined in Rule 144) of the Company,
(e) any Company Class A Ordinary Shares issued or issuable upon the conversion and/or exchange of any Sponsor Earn-Out Shares issued or
issuable to a Holder following the Closing, and (f) Company Class A Ordinary Shares issued or issuable upon the conversion, exchange and/or
exercise of any other equity security of the Company issued or issuable with respect to any securities referenced in clause (a), (b),
(c), (d) or (e) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off,
reorganization or similar transaction; provided, however, that, as to any particular Registrable Security, such security
shall cease to be a Registrable Security upon the earliest to occur of: (A) the transfer of such security by a Holder to any Person other
than (i) an Affiliate or equityholder of such Holder, (ii) a lender pursuant to a bona fide pledge of such Registrable Securities
or (iii) another Holder or an Affiliate or equityholder of such other Holder; (B) the time at which such security ceases to be outstanding;
(C) upon the sale of such security to, or through, a broker, dealer or underwriter in a public distribution or other public securities
transaction; and (D) the time at which such security becomes eligible for sale without restriction under Rule 144.


  


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


 


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


 


(a) all registration
and filing fees (including, if applicable, fees with respect to filings required to be made with FINRA and any national securities exchange
on which the equity securities of the Company are then listed);


 


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


 






    	 	4	 



     


    

 


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


 


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


 


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


 


(f) reasonable
fees and expenses of one legal counsel selected by the majority-in-interest of the securities requested to be registered by the Demanding
Holders in an Underwritten Offering (not to exceed $50,000 without the consent of the Company).


 


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


 


“Requesting Holders”
shall have the meaning given in Section 2.1(e).


 


“SEC Guidance”
shall have the meaning given in Section 2.1(g).


 


“Shelf”
shall mean the Form F-1 Shelf, the Form F-3 Shelf or any Subsequent Shelf Registration, as the case may be.


 


“Shelf Registration”
shall mean a registration of securities pursuant to a registration statement filed with the SEC in accordance with and pursuant to Rule 415
promulgated under the Securities Act (or any successor rule then in effect).


 


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


 


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


 


“Sponsor Earn-Out
Shares” shall have the meaning given in the Sponsor Lock-up and Support Agreement.


 


“Subsequent Shelf
Registration” shall have the meaning given in Section 2.1(b).


 


“Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or
otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or
liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with
respect to, any security, (b) entry into any swap or other arrangement that transfers to another Person, in whole or in part, any
of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities,
in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).


 


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


 






    	 	5	 



     


    

 


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


 


“Underwritten Shelf
Takedown” shall have the meaning given in Section 2.1(d).


 


“Withdrawal Notice”
shall have the meaning given in Section 2.1(f).


 


Article II

Registrations and Offerings


 


2.1           Shelf
Registration.


 


(a)           Filing.
The Company shall file within sixty (60) days of the Closing Date, and use reasonable best efforts to cause to be declared effective
as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form F-1 or Form S-1, as
applicable (the “Form F-1 Shelf”) or, if the Company is eligible to use a Registration Statement on
Form F-3 or Form S-3, a Shelf Registration on Form F-3 or Form S-3, as applicable (the “Form F-3
Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two (2) Business Days
prior to such filing) on a delayed or continuous basis; provided, however, that the Company’s obligations
to include the Registrable Securities held by a Holder in the Shelf are contingent upon such Holder furnishing in writing to the
Company such information regarding the Holder, the securities of the Company held by the Holder and the intended method of
disposition of the Registrable Securities as shall be reasonably requested by the Company to effect the registration of the
Registrable Securities, and the Holder shall execute such documents in connection with such registration as the Company may
reasonably request that are customary of a selling shareholder in similar situations. Such Shelf shall provide for the resale or
distribution of the Registrable Securities included therein pursuant to any method or combination of methods legally available to,
and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall
prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a
Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there
are no longer any Registrable Securities. In the event the Company files a Form F-1 Shelf, the Company shall use its
commercially reasonable efforts to convert the Form F-1 Shelf (and any Subsequent Shelf Registration) to a Form F-3 Shelf
as soon as practicable after the Company is eligible to use Form F-3.


 






    	 	6	 



     


    

 


(b)           Subsequent
Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities
are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to as promptly
as reasonably practicable cause such Shelf to again become effective under the Securities Act (including obtaining the prompt withdrawal
of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as reasonably
practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of
such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration”)
registering the resale of all Registrable Securities (determined as of two (2) Business Days prior to such filing), and pursuant
to any method or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration
is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective
under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf
Registration shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if
the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable
eligibility determination date), and (ii) keep such Subsequent Shelf Registration continuously effective, available for use and
in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent
Shelf Registration shall be on Form F-3 or Form S-3, as applicable, to the extent that the Company is eligible to use such
form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form.


 


(c)           Additional
Registerable Securities. Subject to Section 3.4, in the event that any Holder holds
Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of the
Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either,
at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent
Shelf Registration and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf
Registration shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause
such Registrable Securities to be covered twice per calendar year for each Holder.


 


(d)           Requests
for Underwritten Shelf Takedowns. Subject
to Section 3.4, at any time and from time to time when an effective Shelf is on
file with the SEC, any Holder (being, in such case, a “Demanding Holder”) may request to sell all or any portion of
its Registrable Securities in an Underwritten Offering or Other Coordinated Offering that is registered pursuant to the Shelf (each,
an “Underwritten Shelf Takedown”); provided, that the Company shall only be obligated to effect an Underwritten
Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by all Holders selling any Registrable Securities
in such offering with a total offering price reasonably expected to exceed, in the aggregate, $20 million (the “Minimum Takedown
Threshold”); and under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Underwritten
Shelf Takedowns in any calendar year. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company
at least ten (10) Business Days prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate
number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Subject to Section 2.4(d), the majority-in-interest
of the Demanding Holders shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable
nationally recognized investment banks), subject to the Company’s prior approval (which shall not be unreasonably withheld, conditioned
or delayed). Such Demanding Holders shall enter into an underwriting agreement in customary form with the Underwriter(s) selected
for such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten
Offering pursuant to any then effective Registration Statement, including a Form F-3, that is then available for such offering.


 






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(e)           Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the
Company, the Demanding Holder and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten
Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of Registrable Securities
that the Demanding Holder and the Requesting Holders (if any) desire to sell, taken together with all other Company Ordinary Shares or
other equity securities that the Company desires to sell and all other Company Ordinary Shares or other equity securities, if any, that
have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights
held by any other shareholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten
Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success
of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”),
then the Company shall include in such Underwritten Offering, before including any Company Ordinary Shares or other equity securities
proposed to be sold by Company or by other holders of Company Ordinary Shares or other equity securities, the Registrable Securities
of (i) first, the Demanding Holders that can be sold without exceeding the Maximum Number of Securities (pro rata based on
the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown
and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten
Shelf Takedown) and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause
(i), the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Requesting Holder
(if any) has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of
the Requesting Holders have requested be included in such Underwritten Shelf Takedown) 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 or other persons or entities that the Company is obliged to include pursuant to separate written
contractual arrangements with such persons or entities and that can be sold without exceeding the Maximum Number of Securities.


 


(f)           Withdrawal.
Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten
Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have the right to withdraw
from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”)
to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten Shelf Takedown, and
such Underwritten Shelf Takedown shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1(d) hereof;
provided that the Requesting Holders may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown
Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Requesting
Holders. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders
that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the
Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Shelf Takedown prior to its withdrawal
under this Section 2.1(f).


 






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(g)           New
Registration Statement. Notwithstanding the registration obligations set forth in this Section 2.1, in the event the
SEC informs the Company that the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale
as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof
and use its commercially reasonable efforts to file amendments to the Shelf Registration as required by the SEC and/or (ii) file a post-effective amendment to
the Shelf Registration or file a new registration statement (a “New Registration Statement”), on Form F-3, or
if Form F-3 is not then available to the Company for such registration statement, on such other form available to register for resale
of the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration
Statement, the Company shall use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable
Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the SEC staff (“SEC
Guidance”), including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding
any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted
to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company advocated with
the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder
as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced
on a pro rata basis based on the total number of Registrable Securities held by the Holders, subject to a determination by the SEC that
certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. In the event the Company amends
the Shelf Registration or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company
will file with the SEC, as promptly as allowed by SEC or SEC Guidance provided to the Company or to registrants of securities in general,
one or more registration statements on Form F-3 or such other form available to register for resale of those Registrable Securities
that were not registered for resale on the Shelf Registration, as amended, or the New Registration Statement.


 






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(h)           Effective
Registration. Notwithstanding the provisions of Section 2.1(d) above or any other part of this Agreement, a Registration
shall not count as a Registration unless and until (i) the Registration Statement has been declared effective by the SEC, and (ii) the
Company has complied with all of its obligations under this Agreement with respect thereto; provided, however, that, if
after such Registration Statement has been declared effective, an offering of Registrable Securities is subsequently interfered with
by any stop order or injunction of the SEC, federal or state court or any other governmental agency, the Registration Statement with
respect to such Registration shall be deemed not to have been declared effective, unless and until, (A) such stop order or injunction
is removed, rescinded or otherwise terminated, and (B) a majority-in-interest of the Demanding Holders initiating such Registration
thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later
than five (5) days, of such election; provided, further, that the Company shall not be obligated or required to file
another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant
to a Shelf Registration becomes effective or is subsequently terminated.


 


2.2           Piggyback
Registration.


 


(a)           Piggyback
Rights. Subject to Section 2.4(c), if the Company or any Holder proposes to conduct a registered offering of, or if the
Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or
securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the
account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten
Shelf Takedown pursuant to Section 2.1 hereof), other than a Registration Statement (or any registered offering with respect
thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement
on Form F-4 or Form S-4 (or other similar form that relates to a transaction subject to Rule 145 under the Securities
Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company,
(iv) for a dividend reinvestment plan, or (v) for a rights offering, then the Company shall give written notice of such proposed
offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated
filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable
 “red herring” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe
the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed
managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the
opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within
five (5) days after receipt of such written notice (such registered offering, a “Piggyback Registration”). Subject
to Section 2.2(b), the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration
and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback
Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2(a) to be included
therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit
the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof.
The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’s agreement
to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the
Company.


 






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(b)           Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration,
in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that
the dollar amount or number of the Company Ordinary Shares or other equity securities that the Company desires to sell, taken together
with (i) the Company Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering has been
demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities
hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof,
and (iii) the Company Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering has
been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds
the Maximum Number of Securities, then:


 


(i)           if
the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration
or registered offering (A) first, the Company Ordinary Shares or other equity securities that the Company desires to sell, which
can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their
Registrable Securities pursuant to Section 2.2(a), pro rata, based on the respective number of Registrable Securities
that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the
Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and
(B), the Company Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering has been requested
pursuant to written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities
hereunder, which can be sold without exceeding the Maximum Number of Securities;


 


(ii)           if
the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities,
then the Company shall include in any such Registration or registered offering (A) first, the Company Ordinary Shares or other equity
securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without
exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities
pursuant to Section 2.2(a), pro rata, based on the respective number of Registrable Securities that each Holder has
requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested
to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to
the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Company
Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of
Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(A), (B) and (C), the shares of Company Ordinary Shares or other equity securities for the account of other persons or entities
that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which
can be sold without exceeding the Maximum Number of Securities; and


 






    	 	11	 



     


    

 


(iii)           if
the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1
hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1(e).


 


(c)           Piggyback
Registration Withdrawal. Any Holder of Registrable Securities (other than the Demanding Holder, whose right to withdrawal from an
Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2.1(f)) shall have the right to withdraw from
a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters
(if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement
filed with the SEC with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration,
the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such Piggyback Registration
used for marketing such transaction. The Company (whether on its own good faith determination or as the result of a request for withdrawal
by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the SEC in connection
with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration
Statement. Notwithstanding anything to the contrary in this Agreement (other than Section 2.1(f)), the Company shall be responsible
for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.2(c).


 


(d)           Unlimited
Piggyback Registration Rights. For purposes of clarity, subject to Section 2.1(f), any Piggyback Registration effected
pursuant to Section 2.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1(d) hereof.


 


2.3           Market
Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated
Offering), each Holder participating in the Underwritten Offering pursuant to the terms of this Agreement agrees
that it shall not initiate a new Transfer any Company Ordinary Shares or other equity securities of the Company (other than those included
in such offering pursuant to this Agreement), without the prior written consent of the Company, during the 90-day period beginning on
the date of pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten primary offering
of Company Ordinary Shares, except in the event (i)  the Underwriters managing the offering otherwise agree by written consent and
(ii) Rule 10b5-1 trading plans (or similar plan) are in effect prior to such 90-day period. Each Holder agrees to execute a
customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions
as all such Holders).


 






    	 	12	 



     


    

 


2.4           Block
Trades; Other Coordinated Offerings.


 


(a)           Notwithstanding
any other provision of Article II, but subject to Sections 2.3 and 3.4, at any time and from time to time when an
effective Shelf is on file with the SEC and effective, if a Demanding Holder wishes to engage in (a) an underwritten registered
offering not involving a “roadshow,” an offering commonly known as a “block trade” (a “Block Trade”),
or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether
as agent or principal (an “Other Coordinated Offering”), in each case (x) with a total offering price reasonably
expected to exceed $30 million in the aggregate and (y) with respect to all remaining Registrable Securities held by the Demanding
Holder, then notwithstanding the time periods provided for in Section 2.1(d), such Demanding Holder shall notify the Company
of the Block Trade or Other Coordinated Offering at least five (5) Business Days prior to the day such offering is to commence and
the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated
Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block
Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or placement
agents or sales agents prior to making such request in order to facilitate preparation of the registration statement, prospectus and
other offering documentation related to the Block Trade or Other Coordinated Offering and any related due diligence and comfort procedures,
in accordance with Sections 3.1(k) and 3.1(l).


 


(b)           Prior
to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade or
Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering
shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters or placement agents or sales agents
(if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary
in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other
Coordinated Offering prior to its withdrawal under this Section 2.4(b).


 


(c)           Any
Registration effected pursuant to this Section 2.4 shall be deemed an Underwritten Shelf Takedown and within the cap on Underwritten
Shelf Takedowns provided in Section 2.1(d). Notwithstanding anything to the contrary in this Agreement, Section 2.2
hereof shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to this Agreement.


 


(d)           The
Company shall have the right to consent to the Underwriters and any sale agents or placement agents (if any) selected by the Demanding
Holder for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized
investment banks), which consent will not be unreasonably withheld, conditioned or delayed and shall be provided as soon as reasonably
practicable after such consent is sought by the Demanding Holder.


 






    	 	13	 



     


    

 


Article III

Company Procedures


 


3.1           General
Procedures. In connection with any Shelf and/or Underwritten Shelf Takedown, the Company shall use its commercially reasonable efforts
to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof,
and pursuant thereto the Company shall, as expeditiously as possible:


 


(a)           prepare
and file with the SEC, within the time frame required by Section 2.1(a), a Registration Statement with respect to such Registrable
Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective
until all Registrable Securities have ceased to be Registrable Securities;


 


(b)           prepare
and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus,
as may be reasonably requested by any Holder that holds at least one percent (1.0%) of the Registrable Securities registered on such
Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable
to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration
Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended
plan of distribution set forth in such Registration Statement or supplement to the Prospectus or have ceased to be Registrable Securities;


 


(c)           prior
to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriter(s),
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including
all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including
each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such
Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities
owned by such Holders; provided that the Company shall have no obligation to furnish any documents publicly filed or furnished
with the SEC and available on the Electronic Data Gathering, Analysis and Retrieval System at the time of such request;


 






    	 	14	 



     


    

 


(d)           prior
to any public offering of Registrable Securities (i) register or qualify the Registrable Securities covered by the Registration
Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable
Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence
satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such
action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such
other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts
and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement
to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company
shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or
take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then
otherwise so subject;


 


(e)           cause
all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the Company are
then listed;


 


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


 


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


 


(h)           at
least two (2) Business Days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such
Registration Statement or Prospectus (or such shorter period of time as may be necessary in order to comply with the Securities Act,
the Exchange Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable), furnish a
copy thereof to each seller of such Registrable Securities or its counsel (excluding any exhibits and any filing made under the Exchange
Act that are to be incorporated by reference therein);


 


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


 


(j)           permit
a representative of the Holders, the Underwriter(s), if any, and any attorney, consultant or accountant retained by such Holders or Underwriter
to participate, at each such person’s or entity’s own expense (except as otherwise set forth herein) in the preparation of
the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested
by any such representative, Underwriter(s), attorney, consultant or accountant in connection with the Registration; provided,
however, that such representatives or Underwriter(s) agree to confidentiality arrangements in form and substance reasonably
satisfactory to the Company, prior to the release or disclosure of any such information;


 






    	 	15	 



     


    

 


(k)           obtain
a “comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Offering,
Block Trade or Other Coordinated Offering that is registered pursuant to a Registration Statement, in customary form and covering such
matters of the type customarily covered by “comfort” letters as the managing Underwriter or other similar type of sales agent
or placement agent may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;


 


(l)           on
the date the Registrable Securities are delivered for sale pursuant to such Registration, to the extent customary for a transaction of
its type, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to
the Holders, the placement agent(s) or sales agent(s), if any, and the Underwriter(s), if any, covering such legal matters with
respect to the Registration in respect of which such opinion is being given as the Holders, the placement agent(s), sales agent(s), or
Underwriter(s) may reasonably request and as are customarily included in such opinions and negative assurance letters, as applicable;


 


(m)           in
the event of any Underwritten Offering or Other Coordinated Offering that is registered pursuant to a Registration Statement, enter into
and perform its obligations under an underwriting agreement, sales agreement or placement agreement, in usual and customary form, with
the managing Underwriter(s), sales agent(s) or placement agent(s) of such offering;


 


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


 


(o)           if
the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $30 million with respect to
an Underwritten Offering pursuant to Section 2.1.4, use its commercially 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(s) in
such Underwritten Offering;


 


(p)           otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, consistent with
the terms of this Agreement, in connection with such Registration; and


 






    	 	16	 



     


    

 


(q)           upon
request of a Holder, the Company shall (i) authorize the Company’s transfer agent to remove any legend on share certificates
of such Holder’s Company Ordinary Shares restricting further transfer (or any similar restriction in book entry positions of such
Holder) if such restrictions are no longer required by the Securities Act or any applicable state securities laws or any agreement with
the Company to which such Holder is a party, including if such shares subject to such a restriction have been sold on a Registration
Statement, (ii) request the Company’s transfer agent to issue in lieu thereof Company Ordinary Shares without such restrictions
to the Holder upon, as applicable, surrender of any stock certificates evidencing such shares of Company Ordinary Shares, or to update
the applicable book entry position of such Holder so that it no longer is subject to such a restriction, and (iii) use commercially
reasonable efforts to cooperate with such Holder to have such Holder’s Company Ordinary Shares transferred into a book-entry position
at The Depository Trust Company, in each case, subject to delivery of customary documentation, including any documentation required by
such restrictive legend or book-entry notation.


 


Notwithstanding the foregoing, the
Company shall not be required to provide any documents or information to an Underwriter or other sales agent or placement agent if such
Underwriter or other sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or Other
Coordinated Offering that is registered pursuant to a Registration Statement.


 


3.2           Registration
Expenses. All Registration Expenses shall be borne by the Company. It is acknowledged by the Holders that the Holders selling any
Registrable Securities in an offering shall bear all incremental selling expenses relating to the sale of Registrable Securities, such
as Underwriters’ or agents’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set
forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing
the Holders, in each case pro rata based on the number of Registrable Securities that such Holders have sold in such Registration.


 


3.3           Requirements
for Participation in Underwritten Offerings. Notwithstanding anything in this Agreement to the contrary, if any Holder does not provide
the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities from the applicable
Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that such information is necessary to
effect the registration and such Holder continues thereafter to withhold such information. No Person may participate in any Underwritten
Offering or Other Coordinated Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder
unless such Person (i) agrees to sell such Person’s securities on the basis provided in any arrangements approved by the Company
and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting
or other agreements and other customary documents as may be reasonably required under the terms of such arrangements. The exclusion of
a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable
Securities to be included in such Registration.


 


3.4           Suspension
of Sales; Adverse Disclosure; Restrictions on Registration Rights.


 


(a)           Upon
receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall
forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting
the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable
after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed.


 






    	 	17	 



     


    

 


(b)           If
the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would (a) require
the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement of financial statements that
are unavailable to the Company for reasons beyond the Company’s control, or (c) in the good faith judgment of the majority
of the Company Board, be materially detrimental to the Company and the majority of the Company Board concludes as a result that it is
essential to defer such filing, initial effectiveness or continued use at such time, the Company may, upon giving prompt written notice
of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest
period of time determined in good faith by the Company to be necessary for such purpose (any such period, a “Blackout Period”).
In the event the Company exercises its rights under this Section 3.4(b), the Holders agree to suspend, immediately upon their
receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer
to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities
may be resumed, and in each case maintain confidentiality of such notice and its contents. The Company shall promptly notify the Holders
of the expiration of any Blackout Period.


 


(c)           (i) During
the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and
ending on a date one hundred and twenty (120) days after the effective date of, a Company-initiated Registration and provided that the
Company continues to actively employ, in good faith, all commercially reasonable efforts to maintain the effectiveness of the applicable
Shelf, or (ii) if, pursuant to Section 2.1(d), Holders have requested an Underwritten Shelf Takedown and the Company
and such Holders are unable to obtain the commitment of underwriters to firmly underwrite such offering, the Company may, upon giving
prompt written notice of such action to the Holders, delay any other registered offering pursuant to Sections 2.1(d) or 2.4.


 


(d)           The
right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section 3.4(b) or
a registered offering pursuant to Section 3.4(c) shall be exercised by the Company, in the aggregate, for not more than
sixty (60) consecutive calendar days and not more than one hundred and twenty (120) total calendar days, during any twelve (12)-month
period.


 


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


 






    	 	18	 



     


    

 


Article IV

Indemnification and Contribution


 


4.1           Indemnification.


 


(a)           The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors and agents
and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities
and out-of-pocket expenses (including without limitation reasonable outside attorneys’ fees) resulting from any untrue or alleged
untrue statement of material fact contained in or incorporated by reference in any Registration Statement, Prospectus or preliminary
Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in (or not
contained in, in the case of an omission) any information or affidavit so furnished in writing to the Company by such Holder expressly
for use therein 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 of the Company in connection therewith.


 


(b)           In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish
to the Company in writing such information and affidavits as the Company reasonably requests for use in any such Registration
Statement or Prospectus (the “Holder Information”) and, to the extent permitted by law, shall indemnify the
Company, its directors, officers and agents and each Person who controls the Company (within the meaning of the Securities Act)
against all losses, claims, damages, liabilities and out-of-pocket expenses (including without limitation reasonable outside
attorneys’ fees) resulting from any untrue or alleged untrue statement of a material fact contained in or incorporated by
reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not
misleading, but only to the extent that such untrue statement or omission is contained in (or not contained in, in the case of an
omission) any Holder Information or affidavit so furnished in writing by or on behalf of such Holder expressly for use therein; provided, however,
that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the
liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such
Holder from the sale of Registrable Securities pursuant to such Registration Statement. 


 






    	 	19	 



     


    

 


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


 


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


 


(e)           If
the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold
harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then
the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified
party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect
the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative
fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in
question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact,
was made by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by, in the case of an
omission), such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent,
knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability
of any Holder under this Section 4.1(e) shall be limited to the amount of the net proceeds received by such Holder in
such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred
to above shall be deemed to include, subject to the limitations set forth in Sections 4.1(a), 4.1(b) and 4.1(c) above,
any legal or other fees, charges or out-of-pocket expenses reasonably incurred by such party in connection with any investigation or
proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1(e) were
determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations
referred to in this Section 4.1(e). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution pursuant to this Section 4.1(e) from any Person who was not guilty
of such fraudulent misrepresentation.


 






    	 	20	 



     


    

 


Article V

General Provisions


 


5.1           Notices.
All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (i) when
delivered in person, or (ii) when delivered by FedEx or other internationally recognized overnight delivery service, in each case
with a copy sent by e-mail to such Holder. Any notice or communication under this Agreement must be addressed,


 


if to the Company, to:


 


Asia
Innovations Group Limited

111 North Bridge Road, #27-01 Peninsula Plaza, Singapore 179098

Attn: Andy Tian

E-mail: andy.tian@asiainnovations.net


 


with a copy (which shall not constitute notice) to:


 


Kirkland & Ellis


26th Floor, Gloucester Tower, The Landmark


15 Queen’s Road Central, Hong Kong


	 	Attn:	David T. Zhang
	 		Jesse Sheley
	 		Joseph Raymond Casey
	 	E-mail:	david.zhang@kirkland.com
	 		jesse.sheley@kirkland.com
	 	 	joseph.casey@kirkland.com







 


29th Floor, China World Office 2


No.1 Jian Guo Men Wai Avenue


Beijing 100004, P.R. China


	 	Attn:	Steve Lin
	 	Email:	steve.lin@kirkland.com




 


and if to any Holder, at
such Holder’s address and e-mail address as set forth in the Company’s books and records. Any party may change the address
to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the Company notice in the
manner herein set forth.


 






    	 	21	 



     


    

 


5.2           Assignment;
No Third Party Beneficiaries.


 


(a)           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.


 


(b)           A
Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any Permitted
Transferees to whom it transfers Registrable Securities; provided that such Registrable Securities remain Registrable Securities
following such transfer and such Permitted Transferee agrees to become bound by the terms and provisions of this Agreement.


 


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


 


(d)           Subject
to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted
successors and assigns. Any attempted assignment in violation of the terms of this Section 5.2 shall be null and void, ab
initio.


 


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


 


5.3           Captions.
The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation
of any provision of this Agreement.


 


5.4           Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic
means, including DocuSign, e-mail, or scanned pages shall be effective as delivery of a manually executed counterpart to this Agreement,
and such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such signature page were an original thereof.


 


5.5           Severability.
Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable
Law, but if any term or other provision of this Agreement is held to be invalid, illegal or unenforceable under applicable Law, all other
provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision of this
Agreement is invalid, illegal or unenforceable under applicable Law, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions
contemplated hereby (including the Mergers) are consummated as originally contemplated to the greatest extent possible.


 






    	 	22	 



     


    

 


5.6           Governing
Law. This Agreement, the rights and duties of the parties hereto, any disputes (whether in contract, tort or statute), and the legal
relations between the parties arising hereunder shall be governed by and interpreted and enforced in accordance with the laws of the
State of Delaware without reference to its conflicts of law provisions.


 


5.7           Jurisdiction.
Each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Delaware Court of Chancery, and if the
Delaware Court of Chancery does not have or take jurisdiction, any other federal court located in the State of Delaware, for the purposes
of any proceeding, claim, demand, action or cause of action (a) arising under this Agreement or (b) in any way connected with
or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the transactions contemplated hereby,
and irrevocably and unconditionally waives any objection to the laying of venue of any such proceeding in any such court, and further
irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such proceeding has been brought in
an inconvenient forum. Each party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense,
counterclaim or otherwise, in any proceeding claim, demand, action or cause of action against such party (i) arising under this
Agreement or (ii) in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement
or any of the transactions contemplated hereby, (A) any claim that such party is not personally subject to the jurisdiction of the
courts as described in this Section 5.7 for any reason, (B) that such party or such party’s property is exempt
or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice,
attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (C) that (x) the
proceeding, claim, demand, action or cause of action in any such court is brought against such party in an inconvenient forum, (y) the
venue of such proceeding, claim, demand, action or cause of action against such party is improper or (z) this Agreement, or the
subject matter hereof, may not be enforced against such party in or by such courts. Each party agrees that service of any process, summons,
notice or document by registered mail to such party’s respective address in accordance with Section 5.1 shall be effective
service of process for any such proceeding, claim, demand, action or cause of action. Nothing in this Agreement will affect the right
of any party herein to serve process in any other manner permitted by applicable law.


 


5.8           Remedies.
The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would
occur in the event that the parties hereto do not perform their obligations under the provisions of this Agreement in accordance with
its specified terms or otherwise breach such provisions. The parties hereto acknowledge and agree that (i) such parties shall be
entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically
the terms and provisions hereof and thereof, without proof of damages and without posting a bond, prior to the valid termination of this
Agreement, this being in addition to any other remedy to which they are entitled under this Agreement, and (ii) the right of specific
enforcement is an integral part of the transactions contemplated hereby and without that right, none of the parties hereto would have
entered into this Agreement. Each party agrees that it will not oppose the granting of specific performance and other equitable relief
on the basis that the other parties hereto have an adequate remedy at law or that an award of specific performance is not an appropriate
remedy for any reason at law or equity. The parties acknowledge and agree that any party seeking an injunction to prevent breaches of
this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 5.8
shall not be required to provide any bond or other security in connection with any such injunction.


 






    	 	23	 



     


    

 


5.9           WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY
JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT, OR (B) IN ANY WAY CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN
EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH OF THE PARTIES TO THIS
AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION WILL BE DECIDED BY COURT TRIAL WITHOUT A
JURY, AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT
OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 


5.10           Amendments
and Modifications. Upon the written consent of (a) the Company, (b) Sponsor and SPAC Majority Shareholders, and (c) the
Holders holding a majority of the voting power of the then-outstanding Registrable Securities then held by all Holders in the aggregate,
compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions,
covenants or conditions may be amended or modified; provided, however, that in the event any such waiver, amendment or
modification would be disproportionate and adverse in any material respect to the material rights or obligations hereunder of a Holder,
the written consent of such Holder will also be required. No course of dealing between any Holder or the Company and any other party
hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall
operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under
this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder
by such party.


 


5.11           Termination
of Existing Registration Rights. The registration rights granted under this Agreement shall supersede any registration, qualification
or similar rights of the Holders with respect to any shares or securities of SPAC or the Company granted under any other agreement, and
any of such preexisting registration, qualification or similar rights and such agreements shall be terminated and of no further force
and effect.


 


5.12           Term.
This Agreement shall be effective from and after the Closing Date and shall terminate with respect to any Holder on the date that such
Holder no longer holds any Registrable Securities. The provisions of Section 3.5 and Article IV shall survive
any termination.


 






    	 	24	 



     


    

 


5.13           Holder
Information. Each Holder agrees, if requested in writing, to represent to the Company or such other requesting Holder the total number
of Registrable Securities held by such Holder in order for the Company or a requesting Holder to make determinations hereunder.


 


[Signature
pages follow]


 






    	 	25	 



     


    

 


IN WITNESS WHEREOF, the parties
hereto have hereunto caused this Agreement to be duly executed as of the date hereof.


 


	 	Asia Innovations Group Limited
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


[Signature Page to
Registration Rights Agreement]


 






    


     


    


 


IN WITNESS WHEREOF, the parties
hereto have hereunto caused this Agreement to be duly executed as of the date hereof.


 





	 	Magnum Opus Holdings LLC
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


[Signature Page to Registration Rights
Agreement]


 






    


     


    


 


IN WITNESS WHEREOF, the parties
hereto have hereunto caused this Agreement to be duly executed as of the date hereof.


 


	 	[HOLDER]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	Address:	 





 


[Signature Page to Registration Rights
Agreement]


 






    


     


    


 


Schedule A


 


Company Shareholder Parties