Exhibit 10.5


 


REGISTRATION RIGHTS AGREEMENT


 






    


     


    

 


 


TABLE OF CONTENTS





 



 




Page


 




	Article
    1

    DEFINITIONS
	Section 1.01.	 Defined Terms	2
	Section 1.02.	 General Interpretive Principles	4
	Article
    2

    REGISTRATION RIGHTS
	Section 2.01.	 Registration	5
	Section 2.02.	Piggyback Registrations	7
	Section 2.03.	Selection of Underwriter(s)	8
	Section 2.04.	Registration Procedures	8
	Section 2.05.	Holdback Agreements	12
	Section 2.06.	Underwriting Agreement in Underwritten Offerings	12
	Section 2.07.	Registration Expenses Paid By Company	12
	Section 2.08.	Indemnification	13
	Section 2.09.	Reporting Requirements; Rule 144	15
	Article
                                         3

                                                                                MISCELLANEOUS

	Section 3.01. 	Term	15
	Section 3.02. 	Notices	15
	Section 3.03. 	Successors, Assigns and Transferees	16
	Section 3.04.	 GOVERNING LAW; NO JURY TRIAL	16
	Section 3.05. 	 Specific Performance	16
	Section 3.06. 	Headings	16
	Section 3.07.	Severability	17
	Section 3.08.	Amendment; Waiver	17
	Section 3.09.	 Further Assurances	17
	Section 3.10.	Counterparts	17


 



    i


     


    

 


 


REGISTRATION RIGHTS AGREEMENT


 


This
REGISTRATION RIGHTS AGREEMENT, dated as of                      ,
2021 (this “Agreement”), is by and between Karooooo Ltd., a public limited company incorporated in Singapore
(the “Company”), and Isaias (Zak) Jose Calisto, the Company’s founder and chief executive officer (the
 “Founding Shareholder”).


 


W I T N E S E T H:


 


WHEREAS, the Company is currently contemplating
an underwritten initial public offering (“IPO”) of its Ordinary Shares (as defined below); and


 


WHEREAS, the Company desires to grant registration
rights to the Founding Shareholder on the terms and conditions set out in this Agreement;


 


NOW, THEREFORE, in consideration of the
covenants and agreements contained herein, the parties hereto agree as follows:


 






    


     


    

 


Article
1

DEFINITIONS


 


Section
1.01.       Defined Terms. As used in this Agreement, the following terms shall have
the following meanings:


 


“Action” means any demand,
action, suit, countersuit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority or any federal,
state, local, foreign or international arbitration or mediation tribunal.


 


“Affiliate” of any Person
means any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under
common control with such Person, and (i) in the case of a natural person, shall include, without limitation, such person’s
spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage
or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company partnership
or any natural person or entity wholly or jointly owned by any of the foregoing, and (ii) in the case of an entity, shall include
a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, such entity; provided, however, that, for purposes of
this Agreement, the Company and its Subsidiaries shall not be considered to be “Affiliates” of the Founding
Shareholder, and the Founding Shareholder shall not be considered to be “Affiliates” of the Company or its Subsidiaries.
As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by
contract or otherwise.


 


“Agreement” has the
meaning set forth in the preamble to this Agreement.


 


“Business Day” means
any day other than a Saturday, Sunday or a day on which banking institutions are authorized or obligated by law to be closed in
New York, New York or Singapore.


 


“Ordinary Shares” means
the ordinary shares, no par value per share, of the Company and any shares into which such ordinary shares may be converted.


 


“Company
Notice” has the meaning set forth in ‎Section 2.01(a).


 


“Company
Takedown Notice” has the meaning set forth in ‎Section 2.01(f).


 


“Demand
Registration” has the meaning set forth in ‎Section 2.01(a).


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended.


 


“Founding Shareholder”
has the meaning set forth in the preamble to this Agreement.


 






    2


     


    

 


“Governmental Authority”
means any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission,
department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational,
exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government
and any executive official thereof.


 


“Holder”
shall mean the Founding Shareholder or any of its Affiliates, so long as such Person holds any Registrable Securities, and any
Person owning Registrable Securities who is a permitted transferee of rights under ‎Section 3.03.


 


“Initiating
Holder” has the meaning set forth in ‎Section
2.01(a).


 


“IPO” has the meaning
set forth in the recitals to this Agreement.


 


“Loss”
or “Losses” has the meaning set forth in ‎Section 2.08(a).


 


“Person” means an individual,
a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability
entity, any other entity and any Governmental Authority,


 


“Piggyback
Registration” has the meaning set forth in ‎Section 2.02(a).


 


“Prospectus” means the
prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including post-effective
amendments, and all other material incorporated by reference in such prospectus.


 


“Registrable Securities”
means any Shares and any securities issued or issuable directly or indirectly with respect to, in exchange for, upon the conversion
of or in replacement of the Shares, whether by way of a dividend or distribution or stock split or in connection with a combination
of shares, recapitalization, merger, consolidation, exchange or other reorganization; provided that any such Shares shall
cease to be Registrable Securities if (i) they have been registered and sold pursuant to an effective Registration Statement, (ii)
they have been transferred by a Holder in a transaction in which the Holder’s rights under this Agreement are not, or cannot
be, assigned, (iii) they may be sold pursuant to Rule 144 under the Securities Act without limitation thereunder on volume or manner
of sale, or (iv) they have ceased to be outstanding.


 


“Registration” means
a registration with the SEC of the offer and sale to the public of Ordinary Shares under a Registration Statement. The terms “Register,”
 “Registered” and “Registering” shall have a correlative meaning.


 


“Registration Expenses”
shall mean all expenses incident to the Company’s performance of or compliance with this Agreement, including all (i) registration,
qualification and filing fees; (ii) expenses incurred in connection with the preparation, printing and filing under the Securities
Act of the Registration Statement, any Prospectus and any issuer free writing prospectus and the distribution thereof; (iii) the
fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection
with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign
securities or blue sky laws and the preparation, printing and distribution of a World Sky Memorandum (including the related fees
and expenses of counsel); (v) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application
fees incurred in connection with any filing with, and clearance of an offering by, Financial Industry Regulatory Authority, Inc.;
(vii) expenses incurred in connection with any “road show” presentation to potential investors; (viii) printing
expenses, messenger, telephone and delivery expenses; (ix) internal expenses of the Company (including all salaries and expenses
of employees of the Company performing legal or accounting duties); and (x) fees and expenses of listing any Registrable Securities
on any securities exchange on which Ordinary Shares are then listed; but excluding any Selling Expenses.


 






    3


     


    

 


“Registration
Period” has the meaning set forth in ‎Section 2.01(c).


 


“Registration Rights”
shall mean the rights of the Holders to cause the Company to Register Registrable Securities pursuant to this Agreement.


 


“Registration Statement”
means any registration statement of the Company filed with, or to be filed with, the SEC under the rules and regulations promulgated
under the Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including
post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.


 


“SEC” means the U.S.
Securities and Exchange Commission.


 


“Securities Act” means
the U.S. Securities Act of 1933, as amended.


 


“Selling Expenses” means
all underwriting discounts, selling commissions and transfer taxes applicable to the sale of Registrable Securities hereunder.


 


“Shares”
means all Ordinary Shares that are beneficially owned by the Founding Shareholder or any of its Affiliates or any permitted transferee
of rights under ‎Section 3.03 from time to time, whether or not held immediately following the IPO.


 


“Shelf Registration”
means a Registration Statement of the Company for an offering to be made on a delayed or continuous basis of Ordinary Shares pursuant
to Rule 415 under the Securities Act (or similar provisions then in effect).


 


“Subsidiary” means,
when used with respect to any Person, (a) a corporation in which such Person or one or more Subsidiaries of such Person, directly
or indirectly, owns capital stock having a majority of the total voting power in the election of directors of all outstanding shares
of all classes and series of capital stock of such corporation entitled generally to vote in such election; and (b) any other Person
(other than a corporation) in which such Person or one or more Subsidiaries of such Person, directly or indirectly, has (i) a majority
ownership interest or (ii) the power to elect or direct the election of a majority of the members of the governing body of such
first-named Person.


 


“Takedown
Notice” has the meaning set forth in ‎Section 2.01(f).


 


“Underwritten Offering”
means a Registration in which securities of the Company are sold to an underwriter or underwriters on a firm commitment basis for
reoffering to the public.


 


Section
1.02.       General Interpretive Principles. Whenever used in this Agreement, except
as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to include the plural
as well as the singular and to cover all genders. Whenever the words “include,” “includes”
or “including” are used in this Agreement, they shall be deemed to be followed by the words “without
limitation.” Unless otherwise specified, the terms “hereof,” “herein,” “hereunder”
and similar terms refer to this Agreement as a whole (including the exhibits hereto), and references herein to Articles and Sections
refer to Articles and Sections of this Agreement. Except as otherwise indicated, all periods of time referred to herein shall include
all Saturdays, Sundays and holidays; provided, however, that if the date to perform the act or give any notice with
respect to this Agreement shall fall on a day other than a Business Day, such act or notice may be performed or given timely if
performed or given on the next succeeding Business Day. References to a Person are also to its permitted successors and assigns.
The parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question
of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties, 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.


 






    4


     


    

 


Article
2

REGISTRATION RIGHTS


 


Section
2.01.       Registration.


 


(a)    
Request. Any Holder(s) of Registrable Securities (collectively, the “Initiating Holder”) shall
have the right to request that the Company file a Registration Statement with the SEC on the appropriate registration form for
all or part of the Registrable Securities held by such Holder once such Holder is no longer subject to the lock-up applicable to
it entered into in connection with the IPO (which may be due to the expiration or waiver of such lock-up with respect to such Registrable
Securities) by delivering a written request to the Company specifying the kind and number of shares of Registrable Securities such
Holder wishes to Register and the intended method of distribution thereof (a “Demand Registration”). The Company
shall (i) within 10 Business Days of the receipt of such request, give written notice of such Demand Registration to all Holders
of Registrable Securities (the “Company Notice”), (ii) use its reasonable best efforts to file a Registration
Statement in respect of such Demand Registration within 45 days of receipt of the request, and (iii) use its reasonable best
efforts to cause such Registration Statement to become effective as soon as reasonably practicable thereafter. The Company shall
include in such Registration all Registrable Securities that the Holders request to be included within the 10 Business Days following
their receipt of the Company Notice.


 


(b)   
Limitations of Demand Registrations. There shall be no limitation on the number of Demand Registrations pursuant
to ‎Section 2.01(a); provided, however, that the Holders may not require the Company to effect more than
three Demand Registrations in a 12-month period. In the event that any Person shall have received rights to Demand Registrations
pursuant to ‎Section 3.03, and such Person shall have made a Demand Registration request, such request shall be treated
as having been made by the Holder(s). The Registrable Securities requested to be Registered pursuant to ‎Section 2.01(a)
must represent (i) an aggregate offering price of Registrable Securities that is reasonably be expected to equal at least $10,000,000
or (ii) all of the remaining Registrable Securities owned by the Founding Shareholder and its Affiliates.


 


(c)    
Effective Registration. The Company shall be deemed to have effected a Registration for purposes of ‎Section
2.01(b) if the Registration Statement is declared effective by the SEC or becomes effective upon filing with the SEC, and remains
effective until the earlier of (i) the date when all Registrable Securities thereunder have been sold and (ii) 40 days from the
effective date of the Registration Statement (the “Registration Period”). No Registration shall be deemed to
have been effective if (i) the conditions to closing specified in the underwriting agreement, if any, entered into in connection
with such Registration are not satisfied by reason of the Company or (ii) the number of Registrable Securities included in any
such Registration Statement is reduced in accordance with Section 2.01(e) such that less than 25% of the aggregate number of Registrable
Securities requested to be Registered pursuant to Section 2.01(a) are included. If, during the Registration Period, such Registration
is interfered with by any stop order, injunction or other order or requirement of the SEC or other Governmental Authority, the
Registration Period shall be extended on a day-for-day basis for any period the Holder is unable to complete an offering as a result
of such stop order, injunction or other order or requirement of the SEC or other Governmental Authority.


 


(d)   
Underwritten Offering. If the Initiating Holder so indicates at the time of its request pursuant to ‎Section
2.01(a), such offering of Registrable Securities shall be in the form of an Underwritten Offering and the Company shall include
such information in the Company Notice. In the event that the Initiating Holder intends to distribute the Registrable Securities
by means of an Underwritten Offering, no Holder may include Registrable Securities in such Registration unless such Holder, subject
to the limitations set forth in ‎Section 2.06, (i) agrees to sell its Registrable Securities on the basis provided in
the applicable underwriting arrangements; (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such underwriting arrangements and (iii) cooperates with
the Company’s reasonable requests in connection with such Registration (it being understood that the Company’s failure
to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, will not constitute
a breach by the Company of this Agreement).


 






    5


     


    

 


(e)    
Priority of Securities in an Underwritten Offering. If the Company, after consultation with the managing underwriter
or underwriters of a proposed Underwritten Offering, including an Underwritten Offering from a Shelf Registration, pursuant to
this ‎Section 2.01 informs the Company and the Holders with Registrable Securities in the proposed Underwritten Offering
in writing that, in its or their opinion, the number of securities requested to be included in such Underwritten Offering exceeds
the number that can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price,
timing or distribution of the securities offered or the market for the securities offered, then the number of securities to be
included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded
from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders;
second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of the Company;
third, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders other
than the Founding Shareholder and its Affiliates that have been requested to be included therein pro rata based on the number
of Registrable Securities owned by each such Holder; and finally, the number of Registrable Securities of the Founding Shareholder
and its Affiliates shall be reduced, in each case to the extent necessary to reduce the total number of securities to be included
in such offering to the number recommended by the managing underwriter or underwriters.


 


(f)     
Shelf Registration. At any time after the date hereof when the Company is eligible to Register the applicable Registrable
Securities on Form F-3 (or a successor form) and the Holder may request Demand Registrations, the requesting Holders may request
the Company to effect a Demand Registration as a Shelf Registration. There shall be no limitations on the number of Underwritten
Offerings pursuant to a Shelf Registration; provided, however, that the Holders may not require the Company to effect
more than three Underwritten Offerings in a 12-month period. Any Holder of Registrable Securities included on a Shelf Registration
shall have the right to request that the Company cooperate in a shelf takedown at any time, including an Underwritten Offering,
by delivering a written request thereof to the Company specifying the kind and number of shares of Registrable Securities such
Holder wishes to include in the shelf takedown (“Takedown Notice”). The Company shall (i) within 5 Business
Days of the receipt of a Takedown Notice for an Underwritten Offering, give written notice of such Takedown Notice to all Holders
of Registrable Securities included on such Shelf Registration (the “Company Takedown Notice”), and (ii) shall
take all actions reasonably requested by such Holder, including the filing of a Prospectus supplement and the other actions described
in ‎Section 2.04, in accordance with the intended method of distribution set forth in the Takedown Notice as expeditiously
as practicable. If the takedown is an Underwritten Offering, the Company shall include in such Underwritten Offering all Registrable
Securities that that the Holders request to be included within the 5 days following their receipt of the Company Takedown Notice.
If the takedown is an Underwritten Offering, the Registrable Securities requested to be included in a shelf takedown must represent
(i) an aggregate offering price of Registrable Securities that is reasonably be expected to equal at least $10,000,000 or (ii)
all of the remaining Registrable Securities owned by the requesting Holder and its Affiliates.


 


(g)   
SEC Form. Except as set forth in the next sentence, the Company shall use its reasonable best efforts to cause Demand
Registrations to be Registered on Form F-3 (or any successor form), and if the Company is not then eligible under the Securities
Act to use Form F-3, Demand Registrations shall be Registered on Form F-1 (or any successor form). The Company shall use its reasonable
best efforts to become eligible to use Form F-3 and, after becoming eligible to use Form F-3, shall use its reasonable best efforts
to remain so eligible. All Demand Registrations shall comply with applicable requirements of the Securities Act and, together with
each Prospectus included, filed or otherwise furnished by the Company in connection therewith, shall not contain any untrue statement
of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not
misleading.


 


(h)   
Right to Withdraw. Unless otherwise agreed, each Holder shall have the right to withdraw such Holder’s request
for inclusion of its Registrable Securities in any Underwritten Offering pursuant to this Section 2.01 at any time prior to the
execution of an underwriting agreement with respect thereto by giving written notice to the Company of such Holder’s request
to withdrawn and, subject to the preceding clause, each Holder shall be permitted to withdraw all or part of such Holder’s
Registrable Securities from a Demand Registration at any time prior to the effective date thereof.


 






    6


     


    

 


Section
2.02.       Piggyback Registrations.


 


(a)    
Participation. If the Company proposes to file a Registration Statement under the Securities Act with respect to
any offering of Ordinary Shares for its own account and/or for the account of any other Persons (other than a Registration (i)
under ‎Section 2.01 hereof, (ii) pursuant to a Registration Statement on Form S-8 (or other registration solely relating
to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement)
or Form F-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) pursuant to any form
that does not include substantially the same information as would be required to be included in a Registration Statement covering
the sale of Registrable Securities, (iv) in connection with any dividend reinvestment or similar plan or (v) for the sole purpose
of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of
such entity or any similar transaction), then, as soon as practicable (but in no event less than 15 days prior to the proposed
date of filing such Registration Statement), the Company shall give written notice of such proposed filing to each Holder, and
such notice shall offer such Holders the opportunity to Register under such Registration Statement such number of Registrable Securities
as each such Holder may request in writing (a “Piggyback Registration”). Subject to ‎Section 2.02(a)
and ‎Section 2.02(c), the Company shall include in such Registration Statement all such Registrable Securities that
are requested to be included therein within 12 days after the receipt of any such notice; provided, however, that
if, at any time after giving written notice of its intention to Register any securities pursuant to this ‎Section 2.01(a)
and prior to the effective date of the Registration Statement filed in connection with such Registration, the Company shall determine
for any reason not to Register or to delay Registration of such securities, the Company may, at its election, give written notice
of such determination to each such Holder and, thereupon, (i) in the case of a determination not to Register, shall be relieved
of its obligation to Register any Registrable Securities in connection with such Registration and shall have no liability to any
Holder in connection with such termination, without prejudice, however, to the rights of any Holder to request that such Registration
be effected as a Demand Registration under ‎Section 2.01, and (ii) in the case of a  determination to delay
Registration, shall be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering
such other Ordinary Shares. No Registration effected under this ‎Section 2.02 shall relieve the Company of its obligation
to effect any Demand Registration under ‎Section 2.01. If the offering pursuant to a Registration Statement pursuant
to this ‎Section 2.02 is to be an Underwritten Offering, then each Holder making a request for a Piggyback Registration
pursuant to this ‎Section 2.02(a) shall, and the Company shall use reasonable best efforts to coordinate arrangements
with the underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such
Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to
this ‎Section 2.02(a) shall, and the Company shall use reasonable best efforts to coordinate arrangements so that each
such Holder may, participate in such offering on such basis. If the Company files a Shelf Registration for its own account and/or
for the account of any other Persons, the Company agrees that it shall use its reasonable best efforts to include in such Registration
Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be
added to such Shelf Registration at a later time through the filing of a Prospectus supplement rather than a post-effective amendment.


 


(b)   
Right to Withdraw. Unless otherwise agreed, each Holder shall have the right to withdraw such Holder’s request
for inclusion of its Registrable Securities in any Underwritten Offering pursuant to this ‎Section 2.02 at any time
prior to the execution of an underwriting agreement with respect thereto by giving written notice to the Company of such Holder’s
request to withdraw and, subject to the preceding clause, each Holder shall be permitted to withdraw all or part of such Holder’s
Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof.


 


(c)    
Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering
of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that,
in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such
Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant
adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the
securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there
shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other
than the Holders; second, there shall be excluded from the Underwritten Offering any securities to be sold for the account
of the Company; third, there shall be excluded from the Underwritten Offering any securities to be sold for the account
of Holders other than the Founding Shareholder and its Affiliates that have been requested to be included therein pro rata
based on the number of Registrable Securities owned by each such Holder; and finally, the number of Registrable Securities
of the Founding Shareholder and its Affiliates shall be reduced, in each case to the extent necessary to reduce the total number
of securities to be included in such offering to the number recommended by the managing underwriter or underwriters.


 






    7


     


    

 


Section
2.03.       Selection of Underwriter(s). In any Underwritten Offering pursuant to ‎Section
2.01 or ‎Section 2.02 in which a Holder is participating, the Founding Shareholder, in the event the Founding Shareholder
is participating, or the Holders of a majority of the outstanding Registrable Securities being included in the Underwritten Offering
(the “Majority Holders”), in the event the Founding Shareholder is not participating, shall select the underwriter(s).
The Founding Shareholder or the Majority Holders shall consult with the Company in the selection of such underwriters by the Founding
Shareholder or such Majority Holders, provided that the Founding Shareholder or such Majority Holders, as applicable, shall be
under no obligation to the Company as a result of or in connection with such consultation.


 


Section
2.04.       Registration Procedures.


 


(a)    
In connection with the Registration and/or sale of Registrable Securities pursuant to this Agreement, through an Underwritten
Offering or otherwise, the Company shall use reasonable best efforts to effect or cause the Registration and the sale of such Registrable
Securities in accordance with the intended methods of disposition thereof and:


 


(i)           
prepare and file the required Registration Statement, including all exhibits and financial statements required under the
Securities Act to be filed therewith, and before filing with the SEC a Registration Statement or Prospectus, or any amendments
or supplements thereto, (A) furnish to the underwriters, if any, and to the Holders participating in such Registration, copies
of all documents prepared to be filed, which documents will be subject to the review of such underwriters and such participating
Holders and their respective counsel, and (B) consider in good faith any comments of the underwriters and Holders and their respective
counsel on such documents;


 


(ii)         
prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in
connection therewith as may be necessary to keep such Registration Statement effective in accordance with the terms of this Agreement
and to comply with the provisions of the Securities Act with respect to the disposition of all of the Shares Registered thereon;


 


(iii)       
in the case of a Shelf Registration, prepare and file with the SEC such 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
to comply with the provisions of the Securities Act with respect to the disposition of all Shares subject thereto for a period
ending on the 3rd anniversary after the effective date of such Registration Statement;


 


(iv)        
notify the participating Holders and the managing underwriter or underwriters, if any, and (if requested) confirm such advice
in writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by
the Company (A) when the applicable Registration Statement or any amendment thereto has been filed or becomes effective, or when
the applicable Prospectus or any amendment or supplement to such Prospectus has been filed, (B) of any written comments by the
SEC or any request by the SEC or any other Governmental Authority for amendments or supplements to such Registration Statement
or such Prospectus or for additional information, (C) of the issuance by the SEC of any stop order suspending the effectiveness
of such Registration Statement or any order preventing or suspending the use of any preliminary or final Prospectus or the initiation
or threatening of any proceedings for such purposes, (D) if, at any time, the representations and warranties of the Company in
any applicable underwriting agreement cease to be true and correct in all material respects, and (E) of the receipt by the Company
of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any
jurisdiction or the initiation or threatening of any proceeding for such purpose;


 


(v)         
promptly notify each selling Holder and the managing underwriter or underwriters, if any, when the Company becomes aware
of the occurrence of any event as a result of which the applicable Registration Statement or the Prospectus included in such Registration
Statement (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make
the statements therein (in the case of such Prospectus and any preliminary Prospectus, in light of the circumstances under which
they were made) not misleading or, if for any other reason it shall be necessary during such time period to amend or supplement
such Registration Statement or Prospectus in order to comply with the Securities Act and, in either case as promptly as reasonably
practicable thereafter, prepare and file with the SEC, and furnish without charge to the selling Holder and the managing underwriter
or underwriters, if any, an amendment or supplement to such Registration Statement or Prospectus which will correct such statement
or omission or effect such compliance;


 






    8


     


    

 


(vi)        
use its reasonable best efforts to prevent or obtain the withdrawal of any stop order or other order suspending the use
of any preliminary or final Prospectus;


 


(vii)      
promptly incorporate in a Prospectus supplement or post-effective amendment such information as the managing underwriters,
if any, and the Holders may reasonably request to be included therein in order to permit the intended method of distribution of
the Registrable Securities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as
reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;


 


(viii)    
furnish to each selling Holder and each underwriter, if any, without charge, as many conformed copies as such Holder or
underwriter may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto,
including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those
incorporated by reference);


 


(ix)        
deliver to each selling Holder and each underwriter, if any, without charge, as many copies of the applicable Prospectus
(including each preliminary Prospectus) and any amendment or supplement thereto as such Holder or underwriter may reasonably request
(it being understood that the Company consents to the use of such Prospectus or any amendment or supplement thereto by each selling
Holder and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus
or any amendment or supplement thereto) and such other documents as such selling Holder or underwriter may reasonably request in
order to facilitate the disposition of the Registrable Securities by such Holder or underwriter;


 


(x)         
on or prior to the date on which the applicable Registration Statement is declared effective or becomes effective, use its
reasonable best efforts to register or qualify, and cooperate with each selling Holder, the managing underwriter or underwriters,
if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer
and sale under the securities or “World Sky” laws of each state and other jurisdiction of the United States as any
selling Holder or managing underwriter or underwriters, if any, or their respective counsel reasonably request in writing and do
any and all other acts or things reasonably necessary or advisable to keep such registration or qualification in effect for so
long as such Registration Statement remains in effect and so as to permit the continuance of sales and dealings in such jurisdictions
of the United States for so long as may be necessary to complete the distribution of the Registrable Securities covered by the
Registration Statement; provided that the Company will not be required to qualify generally to do business in any jurisdiction
where it is not then so qualified or to take any action which would subject it to taxation or general service of process in any
such jurisdiction where it is not then so subject;


 






    9


     


    

 



 


(xi)        
in connection with any sale of Registrable Securities that will result in such securities no longer being Registrable Securities,
cooperate with each selling Holder and the managing underwriter or underwriters, if any, to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive Securities Act legends;
and to register such Registrable Securities in such denominations and such names as such selling Holder or the underwriter(s),
if any, may request at least two Business Days prior to such sale of Registrable Securities; provided that the Company may
satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust Company’s
Direct Registration System;


 


(xii)      
cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority and each securities
exchange, if any, on which any of the Company’s securities are then listed or quoted and on each inter-dealer quotation system
on which any of the Company’s securities are then quoted, and in the performance of any due diligence investigation by any
underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with
the rules and regulations of each such exchange, and use its reasonable best efforts to cause the Registrable Securities covered
by the applicable Registration Statement to be registered with or approved by such other governmental agencies or authorities as
may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition
of such Registrable Securities;


 


(xiii)    
not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities
and provide the applicable transfer agent with printed certificates for the Registrable Securities which are in a form eligible
for deposit with The Depository Trust Company; provided that the Company may satisfy its obligations hereunder without issuing
physical stock certificates through the use of The Depository Trust Company’s Direct Registration System;


 


(xiv)    
in the case of an Underwritten Offering, obtain for delivery to and addressed to the Founding Shareholder, if the Founding
Shareholder is participating, and the underwriter or underwriters, an opinion from the Company’s outside counsel in customary
form and content for the type of Underwritten Offering, dated the date of the closing under the underwriting agreement;


 


(xv)      
in the case of an Underwritten Offering, obtain for delivery to and addressed to the underwriter or underwriters and, to
the extent agreed by the Company’s independent certified public accountants, each selling Holder, a comfort letter from the
Company’s independent certified public accountants (and the independent certified public accountants with respect to any
acquired company financial statements) in customary form and content for the type of Underwritten Offering, including with comfort
letters customarily delivered in connection with quarterly period financial statements if applicable, dated the date of execution
of the underwriting agreement and brought down to the closing under the underwriting agreement;


 


(xvi)    
use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and make generally available
to its security holders, as soon as reasonably practicable, but no later than 90 days after the end of the 12-month period beginning
with the first day of the Company’s first quarter commencing after the effective date of the applicable Registration Statement,
an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated
thereunder and covering the period of at least 12 months, but not more than 18 months, beginning with the first month after the
effective date of the Registration Statement;


 






    10


     


    

 


(xvii)  
provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable
Registration Statement from and after a date not later than the effective date of such Registration Statement;


 


(xviii) 
cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange
on which any of the Company’s securities are then listed or quoted and on each inter-dealer quotation system on which any
of the Company’s securities are then quoted;


 


(xix)    
provide (A) each Holder participating in the Registration, (B) the underwriters (which term, for purposes of this Agreement,
shall include a Person deemed to be an underwriter within the meaning of Section 2(11) of the Securities Act), if any, of the Registrable
Securities to be Registered, (C) the sale or placement agent therefor, if any, (D) counsel for such underwriters or agent, and
(E) any attorney, accountant or other agent or representative retained by such Holder or any such underwriter, as selected by such
Holder, the opportunity to participate in the preparation of such Registration Statement, each Prospectus included therein or filed
with the SEC, and each amendment or supplement thereto, and to require the insertion therein of material, furnished to the Company
in writing, which in the reasonable judgment of such Holder(s) and their counsel should be included; and for a reasonable period
prior to the filing of such Registration Statement, make available upon reasonable notice at reasonable times and for reasonable
periods for inspection by the parties referred to in (A) through (E) above, all pertinent financial and other records, pertinent
corporate documents and properties of the Company that are available to the Company, and cause all of the Company’s officers,
directors and employees and the independent public accountants who have certified its financial statements to make themselves available
at reasonable times and for reasonable periods, to discuss the business of the Company and to supply all information available
to the Company reasonably requested by any such Person in connection with such Registration Statement as shall be necessary to
enable them to exercise their due diligence responsibility, subject to the foregoing, provided that any such Person gaining
access to information or personnel pursuant to this ‎Section 2.04(a)(xix) shall agree to use reasonable efforts
to protect the confidentiality of any information regarding the Company which the Company determines in good faith to be confidential,
and of which determination such Person is notified, unless (F) the release of such information is required by law or regulation
or is requested or required by deposition, interrogatory, requests for information or documents by a governmental entity, subpoena
or similar process, (G) such information is or becomes publicly known without a breach of this Agreement, (H) such information
is or becomes available to such Person on a non-confidential basis from a source other than the Company or (I) such information
is independently developed by such Person;


 


(xx)      
to cause the executive officers of the Company to participate in the customary “road show” presentations that
may be reasonably requested by the managing underwriter or underwriters in any Underwritten Offering and otherwise to facilitate,
cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto; and


 


(xxi)    
take all other customary steps reasonably necessary to effect the Registration, offering and sale of the Registrable Securities.


 


(b)   
As a condition precedent to any Registration hereunder, the Company may require each Holder as to which any Registration
is being effected to furnish to the Company such information regarding the distribution of such securities and such other information
relating to such Holder, its ownership of Registrable Securities and other matters as the Company may from time to time reasonably
request in writing. Each such Holder agrees to furnish such information to the Company and to cooperate with the Company as reasonably
necessary to enable the Company to comply with the provisions of this Agreement.


 






    11


     


    

 


(c)    
The Founding Shareholder agrees, and any other Holder agrees by acquisition of such Registrable Securities, that, upon receipt
of any written notice from the Company of the occurrence of any event of the kind described in ‎Section 2.04(a)(v),
such Holder will forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement until such
Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by ‎Section 2.04(a)(v),
or until such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and if so directed by
the Company, such Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies
then in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of
such notice. In the event the Company shall give any such notice, the period during which the applicable Registration Statement
for a Demand Registration is required to be maintained effective shall be extended by the number of days during the period from
and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered
by such Registration Statement either receives the copies of the supplemented or amended Prospectus contemplated by ‎Section
2.04(a)(v) or is advised in writing by the Company that the use of the Prospectus may be resumed.


 


Section
2.05.       Holdback Agreements. Each of the Company and the Holders agrees, upon notice
from the managing underwriter or underwriters in connection with any Registration for an Underwritten Offering of the Company’s
securities (other than pursuant to a registration statement on Form F-4 or any similar or successor form or pursuant to a registration
solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee
benefit plan arrangement), not to effect (other than pursuant to such Registration) any public sale or distribution of Registrable
Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for
the purchase of, or otherwise dispose of, any Registrable Securities, any other equity securities of the Company or any securities
convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the
managing underwriters during such period as reasonably requested by the managing underwriters (but in no event longer than the
seven days before and the 90 days after the pricing of such Underwritten Offering); provided, that such restrictions shall
not apply in any circumstance to (i) Registrable Securities acquired by a Holder in the public market subsequent to the IPO, (ii)
distributions-in-kind to a Holder’s limited or other partners, members, shareholders or other equity holders, (iii) Registrable
Securities with regard to which the Founding Shareholder has beneficial ownership pursuant to an investment advisory arrangement
under which the Founding Shareholder provides investment advisory services to a non-related third party in connection with such
Registrable Securities and does not derive a benefit from such Registrable Securities other than customary advisory or similar
fees. Notwithstanding the foregoing, no holdback agreements of the type contemplated by this ‎Section 2.05 shall be
required of Holders unless each of the Company’s directors and executive officers agrees to be bound by a substantially identical
holdback agreement for at least the same period of time.


 


Section
2.06.       Underwriting Agreement in Underwritten Offerings. If requested by the managing
underwriters for any Underwritten Offering, the Company and the participating Holders shall enter into an underwriting agreement
in customary form with such underwriters for such offering; provided, however, that no Holder shall be required to
make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding
(i) such Holder’s ownership of Registrable Securities to be transferred free and clear of all liens, claims and encumbrances
created by such Holder, (ii) such Holder’s power and authority to effect such transfer, (iii) such matters pertaining to
such Holder’s compliance with securities laws as reasonably may be requested and (iv) such Holder’s intended method
of distribution) or to undertake any indemnification obligations to the Company with respect thereto, except as otherwise provided
in ‎Section 2.08 hereof.


 


Section
2.07.       Registration Expenses Paid By Company. In the case of any Registration
of Registrable Securities required pursuant to this Agreement (including any Registration that is delayed or withdrawn) or proposed
Underwritten Offering pursuant to this Agreement, the Company shall pay all Registration Expenses regardless of whether the Registration
Statement becomes effective or the Underwritten Offering is completed. The Company shall have no obligation to pay any Selling
Expenses.


 






    12


     


    

 


Section
2.08.       Indemnification.


 


(a)    
Indemnification by the Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted
by law, each Holder and such Holder’s officers, directors, employees, advisors, Affiliates and agents and each Person who
controls (within the meaning of the Securities Act or the Exchange Act) such Holder from and against any and all losses, claims,
damages, liabilities (or actions in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint
or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively
 “Losses”) arising out of or based upon (i) 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 (including
any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated
by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act)
that the Company has filed or is required to file pursuant to Rule 433(d) of the Securities Act, or (ii) any omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case
of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not
misleading; provided, however, that the Company shall not be liable to any particular indemnified party in any such
case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission
or alleged omission made in any such Registration Statement in reliance upon and in conformity with written information furnished
to the Company by such indemnified party expressly for use in the preparation thereof. This indemnity shall be in addition to any
liability the Company may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such Holder.


 


(b)   
Indemnification by the Selling Holder. Each selling Holder agrees (severally and not jointly) to indemnify and hold
harmless, to the full extent permitted by law, the Company and the Company’s directors, officers, employees, advisors, Affiliates
and agents and each Person who controls the Company (within the meaning of the Securities Act and the Exchange Act) from and against
any Losses arising out of or based upon (i) 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 (including any final or preliminary
Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein),
or any such statement made in any free writing prospectus that the Company has filed or is required to file pursuant to Rule 433(d)
of the Securities Act, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in
light of the circumstances under which they were made) not misleading to the extent, but, in each case (i) or (ii), only to the
extent, that such untrue statement or omission is contained in any information furnished in writing by such selling Holder to the
Company expressly for inclusion in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus.
In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds
received by such Holder under the sale of the Registrable Securities giving rise to such indemnification obligation. This indemnity
shall be in addition to any liability the selling Holder may otherwise have. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Company or any indemnified party.


 






    13


     


    

 


(c)    
Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder will (i) give prompt
written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that any
delay or failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder to the extent
that it is materially prejudiced by reason of such delay or failure) and (ii) permit such indemnifying party to assume the defense
of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any Person entitled
to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such
claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (a) the indemnifying party has agreed
in writing to pay such fees or expenses, (b) the indemnifying party shall have failed to assume the defense of such claim within
a reasonable time after receipt of notice of such claim from the Person entitled to indemnification hereunder or fails to employ
counsel reasonably satisfactory to such Person or to pursue the defense of such claim in a reasonably vigorous manner, (c) the
named parties to any proceeding include both such indemnified and the indemnifying party and the indemnified party has reasonably
concluded (based on written advice of counsel) that there may be legal defenses available to it or other indemnified parties that
are different from or in addition to those available to the indemnifying party, or (d) in the reasonable judgment of any such Person,
based upon written advice of its counsel, a conflict of interest may exist between such Person and the indemnifying party with
respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ
separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense
of such claim on behalf of such Person). If such defense is not assumed by the indemnifying party, the indemnifying party will
not be subject to any liability for any settlement made without its consent, but such consent may not be unreasonably withheld,
conditioned or delayed. If the indemnifying party assumes the defense, the indemnifying party shall not have the right to settle
such action without the consent of the indemnified party, which consent may not be unreasonably withheld, conditioned or delayed.
No indemnifying party shall consent to entry of any judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party of an unconditional release from all liability in
respect to such claim or litigation. It is understood that the indemnifying party or parties shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable
for the fees and expenses of more than one separate firm (in addition to any appropriate local counsel) at any one time from all
such indemnified party or parties unless (x) the employment of more than one counsel has been authorized in writing by the indemnifying
party or parties, (y) an indemnified party has reasonably concluded (based on written advice of counsel) that there may be legal
defenses available to it that are different from or in addition to those available to the other indemnified parties or (z) a conflict
or potential conflict exists or in the reasonable judgment of such Person may exist (based on advice of counsel to an indemnified
party) between such indemnified party or parties and the other indemnified parties, in each of which cases the indemnifying party
shall be obligated to pay the reasonable fees and expenses of such additional counsel.


 


(d)   
Contribution. If for any reason the indemnification provided for in ‎Section 2.08(a) or ‎Section
2.08(b) is unavailable to an indemnified party or insufficient to hold it harmless as contemplated by ‎Section 2.08(a)
or ‎Section 2.08(b), then the indemnifying party shall, to the fullest extent permitted by law, in lieu of indemnifying
such indemnified party thereunder, contribute to the amount paid or payable by the indemnified party as a result of such Loss in
such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party
on the other hand in connection with the statements or omissions which resulted in such Loss as well as any other relevant equitable
considerations. The relative fault 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 the
indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such untrue statement or omission. Notwithstanding anything in this ‎Section 2.08(d) to the contrary,
no indemnifying party (other than the Company) shall be required pursuant to this ‎Section 2.08(d) to contribute any
amount in excess of the amount by which the net proceeds received by such indemnifying party from the sale of Registrable Securities
in the offering to which the Losses of the indemnified parties relate (before deducting expenses, if any) exceeds the amount of
any damages which such indemnifying party has otherwise been required to pay by reason of such untrue statement or omission. The
parties hereto agree that it would not be just and equitable if contribution pursuant to this ‎Section 2.08(d) were
determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations
referred to in this ‎Section 2.08(d). No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
The amount paid or payable by an indemnified party hereunder shall be deemed to include, for purposes of this ‎Section
2.08(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating, preparing
to defend or defending against or appearing as a third party witness in respect of, or otherwise incurred in connection with, any
such loss, claim, damage, expense, liability, action, investigation or proceeding. If indemnification is available under this ‎Section
2.08, the indemnifying parties shall indemnify each indemnified party to the full extent provided in ‎Section 2.08(a)
and ‎Section 2.08(b) hereof without regard to the relative fault of said indemnifying parties or indemnified party.


 






    14


     


    

 


Section
2.09.       Reporting Requirements; Rule 144. The Company shall use its reasonable
best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations,
including the Exchange Act, and thereafter shall timely file such information, documents and reports as the SEC may require or
prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. If the Company is not required to file such
reports during such period, it will, upon the request of any Holder, make publicly available such necessary information for so
long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will 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 Registrable
Securities without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation
S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by
the SEC. From and after the date hereof through the date upon which no Holder owns any Registrable Securities, the Company shall
forthwith upon request furnish any Holder (i) a written statement by the Company as to whether it has complied with such requirements
and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other
reports and documents filed by the Company with the SEC as such Holder may reasonably request in availing itself of an exemption
for the sale of Registrable Securities without registration under the Securities Act.


 


Section
2.10.       Limitations on Subsequent Registration Rights. The Company agrees that
it shall not enter into any agreement with any holder or prospective holder of any securities of the Company (i) that would allow
such holder or prospective holder to include such securities in any Demand Registration or Piggyback Registration unless, under
the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the
extent that their inclusion would not reduce the amount of the Registrable Securities of the Holders included therein or (ii) on
terms otherwise more favorable than this Agreement.


 


Article
3

MISCELLANEOUS


 


Section
3.01.       Term. This Agreement shall terminate at such time as there are no Registrable
Securities, except for the provisions of ‎Section 2.07 and ‎Section 2.08 and all of this ‎Article
3, which shall survive any such termination.


 


Section
3.02.       Notices. All notices or other communications under this Agreement shall
be in writing and shall be deemed to be duly given when (a) delivered in person or (b) deposited in the United States mail or private
express mail, postage prepaid, addressed as follows:


 


If to the Founding Shareholder, to:


 


Isaias (Zak) Jose Calisto

10 Anson Road #12-14

International Plaza

Singapore 079903

Attention: Chief Strategy Officer


 


If to the Company to:


 


Karooooo Ltd.


10 Anson Road #12-14

International Plaza

Singapore 079903

Attention: Chief Financial Officer


 






    15


     


    

 


with a copy to:


 


Davis
Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10168


		Attention:	John B. Meade
	 	 	Roshni Banker Cariello




 


Any party may, by notice to the other party, change the address
to which such notices are to be given.


 


Section
3.03.       Successors, Assigns and Transferees. This Agreement and all provisions
hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
The Company may assign this Agreement at any time in connection with a sale or acquisition of the Company, whether by merger, consolidation,
sale of all or substantially all of the Company’s assets, or similar transaction, without the consent of the Holders; provided
that the successor or acquiring Person agrees in writing to assume all of the Company’s rights and obligations under this
Agreement. A Holder may assign its rights and obligations under this Agreement to any transferee that (i) is an Affiliate and (ii)
acquires at least 5% of the outstanding Ordinary Shares and executes an agreement to be bound hereby in the form attached hereto
as Exhibit A, an executed counterpart of which shall be furnished to the Company. Notwithstanding the foregoing, if such
transfer is subject to covenants, agreements or other undertakings restricting transferability thereof, the Registration Rights
shall not be transferred in connection with such transfer unless such transferee complies with all such covenants, agreements and
other undertakings. Except as set forth in this Section 3.03, the Holders may not assign their rights and obligations hereunder.


 


Section
3.04.       GOVERNING LAW; NO JURY TRIAL.


 


(a)    
This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York,
without regard to the conflict of laws principles thereof that would result in the application of any law other than the laws of
the State of New York. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY WITH RESPECT TO ANY COURT PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF AND PERMITTED UNDER OR IN CONNECTION
WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE.


 


(b)   
With respect to any Action relating to or arising out of this Agreement, each party to this Agreement irrevocably (i) consents
and submits to the exclusive jurisdiction of the courts of the State of New York and any court of the United States located in
the Borough of Manhattan in New York City; (ii) waives any objection which such party may have at any time to the laying of
venue of any Action brought in any such court, waives any claim that such Action has been brought in an inconvenient forum and
further waives the right to object, with respect to such Action, that such court does not have jurisdiction over such party; and
(iii) consents to the service of process at the address set forth for notices in ‎Section 3.02 herein; provided,
however, that such manner of service of process shall not preclude the service of process in any other manner permitted
under applicable law.


 


Section
3.05.       Specific Performance. In the event of any actual or threatened default
in, or breach of, any of the terms, conditions and provisions of this Agreement, the party or parties who are or are to be thereby
aggrieved shall have the right to seek specific performance and injunctive or other equitable relief of its rights under this Agreement,
in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.


 


Section
3.06.       Headings. The article, section and paragraph headings contained in this
Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.


 






    16


     


    

 


Section
3.07.       Severability. If any provision of this Agreement or the application thereof
to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions hereof or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which
it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated
thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse
to any party. Upon such determination, the parties shall negotiate in good faith in an effort to agree upon such a suitable and
equitable provision to effect the original intent of the parties.


 


Section
3.08.       Amendment; Waiver.


 


(a)    
This Agreement may not be amended or modified and waivers and consents to departures from the provisions hereof may not
be given, except by an instrument or instruments in writing making specific reference to this Agreement and signed by the Company
and the Founding Shareholder or, if neither the Founding Shareholder nor any of its Affiliates is a Holder, the Holders of a majority
of the Registrable Securities.


 


(b)   
Waiver by any party of any default by the other party of any provision of this Agreement shall not be deemed a waiver by
the waiving party of any subsequent or other default, nor shall it prejudice the rights of the other party.


 


Section
3.09.       Further Assurances. Each of the parties hereto shall execute and deliver
all additional documents, agreements and instruments and shall do any and all acts and things reasonably requested by the other
party hereto in connection with the performance of its obligations undertaken in this Agreement.


 


Section
3.10.       Counterparts. This Agreement may be executed in one or more counterparts,
all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been
signed by each of the parties and delivered to the other party. Execution of this Agreement or any other documents pursuant to
this Agreement by facsimile or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed
by an original signature.


 


[The remainder of page intentionally
left blank. Signature page follows.]


 






    17


     


    







 


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


 


	 	KAROOOOO LTD.
	 	 
	 	By:	
	 	Name:
	 	Title:


 


	 	ISAIAS (ZAK) JOSE CALISTO
	 	
	 	By:	
	 	Name:
	 	Title:


  



     


     


    







 


EXHIBIT A


 


THIS INSTRUMENT forms part of the Registration
Rights Agreement (the “Agreement”), dated as of ________, 2021, by and among Karooooo Ltd., a private limited
company incorporated in Singapore (the “Company”), and Isaias (Zak) Jose Calisto, the Company’s founder
and chief executive officer (the “Founding Shareholder”). The undersigned hereby acknowledges having received
a copy of the Agreement and having read the Agreement in its entirety, and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound, hereby agrees that the terms and conditions of
the Agreement binding upon and inuring to the benefit of the Founding Shareholder shall be binding upon and inure to the benefit
of the undersigned and its successors and permitted assigns as if it were an original party to the Agreement.


 


IN WITNESS WHEREOF, the undersigned has
executed this instrument on this day of ___________, 2021.


 






	 	By:	
	 	Name:
	 	Title: