Exhibit 10.2


 


EXECUTION VERSION


 


LOCK-UP AGREEMENT


 





This LOCK-UP AGREEMENT (this “Agreement”)
is made and entered into as of October 28, 2022, by and among Perfect Corp., a Cayman Islands exempted company with limited liability
(the “Company”), Provident Acquisition Corp., a Cayman Islands exempted company with limited liability (“PAQC”),
and the persons listed on Schedule A hereto (each, a “Company Shareholder” and collectively, the “Company
Shareholders”).


 


WHEREAS,
capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Agreement and Plan
of Merger, entered into as of March 3, 2022, by and among the Company, Beauty Corp., a Cayman Islands exempted company with limited
liability and a wholly-owned direct Subsidiary of the Company (“Merger Sub 1”), Fashion Corp., a Cayman Islands exempted
company with limited liability and a wholly-owned direct Subsidiary of the Company (“Merger Sub 2”), and PAQC, as amended
by the First Amendment to Agreement and Plan of Merger, entered into as of September 16, 2022, by and among the Company, Merger Sub
1, Merger Sub 2, and PAQC (collectively, the “Business Combination Agreement”), pursuant to which, among other things,
(a) Merger Sub 1 will merge with and into PAQC, whereupon the separate corporate existence of Merger Sub 1 will cease, and PAQC will
be the surviving company and continue its existence under the Cayman Islands Companies Act as a wholly owned Subsidiary of the Company
(the “First Merger”), and (b) immediately after the consummation of the First Merger, PAQC (as the surviving company
of the First Merger) will merge with and into Merger Sub 2, whereupon the separate corporate existence of PAQC will cease, and Merger
Sub 2 will be the surviving company and continue its existence under the Cayman Islands Companies Act as a wholly owned Subsidiary of
the Company (the “Second Merger” and, together with the First Merger, the “Mergers”);


 


WHEREAS,
each Company Shareholder is, as of the date of this Agreement, the beneficial and sole legal owner of the number of Pre-Recapitalization
Company Shares, set forth opposite such Company Shareholder’s name on Schedule A hereto (with respect to a Company Shareholder,
such Company Shareholder’s “Owned Shares”); and


 


WHEREAS,
as a condition to their willingness to enter into the Business Combination Agreement, the Company and PAQC have requested that each of
the Company Shareholders enter into this Agreement.


 


NOW,
THEREFORE, in consideration of the premises set forth above, which are incorporated into this Agreement as if fully set forth below,
and intending to be legally bound hereby, the parties hereto agree as follows:


 


Article 1

Representations and Warranties of the Company Shareholders


 


Each Company Shareholder severally and not jointly
hereby represents and warrants to the Company and PAQC as follows:


 


Section 1.01.      Corporate
Organization. Such Company Shareholder has been duly organized, is validly existing and is in good standing under the laws of its
jurisdiction of organization and has the requisite corporate power and authority to own, lease or operate its assets and properties and
to conduct its business as it is now being conducted. Such Company Shareholder if not an individual is duly licensed or qualified and
in good standing (where such concept is applicable) as a foreign entity in each jurisdiction in which the ownership of its property or
the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so licensed or qualified
would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of
such Company Shareholder to consummate the transactions contemplated hereby. If such Company Shareholder is an individual, such Company
Shareholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder.


 






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Section 1.02.      Due
Authorization. Such Company Shareholder has all requisite corporate power and authority to execute and deliver this Agreement, to
perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized on the part of such Company
Shareholder and no other corporate or equivalent proceeding on the part of such Company Shareholder is necessary to authorize this Agreement
or such Company Shareholder’s performance hereunder. This Agreement has been duly and validly executed and delivered by such Company
Shareholder and, assuming due and valid authorization, execution and delivery by each other party hereto, this Agreement constitutes a
legal, valid and binding obligation of such Company Shareholder, enforceable against such Company Shareholder in accordance with its terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting or relating
to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is
considered in a proceeding in equity or at law (the “Enforceability Exceptions”). If this Agreement is being executed
in a representative or fiduciary capacity, the person signing this Agreement has full power and authority to enter into this Agreement
on behalf of such Company Shareholder.


 


Section 1.03.      Governmental
Authorities; Consents. Assuming the truth and completeness of the representations and warranties of other parties hereto contained
in this Agreement, no consent of or with any Governmental Authority on the part of such Company Shareholder is required to be obtained
or made in connection with the execution, delivery or performance by such Company Shareholder of this Agreement or the consummation by
such Company Shareholder of the transactions contemplated hereby, other than (a) applicable requirements, if any, of the Securities
Act, the Exchange Act, and/ or any state “blue sky” securities laws, and the rules and regulations thereunder and (b) where
the failure to obtain or make such consents or to make such filings or notifications would not prevent, impede or, in any material respect,
delay or adversely affect the performance by such Company Shareholder of its obligations under this Agreement.


 


Section 1.04.      No-Conflict.
The execution, delivery and performance by such Company Shareholder of this Agreement do not and will not (a) if such Company Shareholder
is not an individual, contravene or conflict with or violate any provision of, or result in the breach of the organizational documents
of such Company Shareholder, (b) contravene or conflict with or result in a violation of any provision of any Applicable Law, Permit
or Governmental Order binding upon or applicable to such Company Shareholder or any of its properties or assets, (c) violate, conflict
with, result in a breach of any provision of or the loss of any benefit under, constitute a default under, or result in the termination
or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance
required by, any of the terms, conditions or provisions of any Contract to which such Company Shareholder is a party, or (d) result
in the creation or imposition of any Lien upon any of the properties or assets of such Company Shareholder, except in the case of each
of clauses (b) through (d) that would not prevent, impede or, in any material respect, delay or adversely affect the performance
by such Company Shareholder of its obligations under this Agreement.


 


Section 1.05.      Owned
Shares. As of the date hereof, such Company Shareholder is the beneficial and sole legal owner of such Owned Shares, set forth opposite
such Company Shareholder’s name on Schedule A hereto and all such Owned Shares are owned by such Company Shareholder free and clear
of all Liens, other than Liens pursuant to this Agreement, the Business Combination Agreement, the Ancillary Agreements, the organizational
documents of the Company, the agreements set forth on Schedule B (the “Investment Agreements”), any applicable securities
laws or that would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of such Company
Shareholder to perform its obligations under this Agreement. Such Company Shareholder does not legally own any Equity Securities of the
Company other than such Owned Shares, set forth opposite such Company Shareholder’s name on Schedule A hereto. Such Company Shareholder
has the sole right to vote such Owned Shares, and none of such Owned Shares is subject to any voting trust or other agreement, arrangement
or restriction with respect to the voting of the Owned Shares, except as contemplated by (a) this Agreement, (b) the Business
Combination Agreement, (c) the Ancillary Agreements, (d) the organizational documents of the Company, (e) the Investment
Agreements, (f) any applicable securities laws, or (g) that would not, individually or in the aggregate, reasonably be expected
to prevent, delay or impair the ability of such Company Shareholder to perform its obligations under this Agreement.


 






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Section 1.06.      Acknowledgment.
Such Company Shareholder understands and acknowledges that each of the Company and PAQC is entering into the Business Combination Agreement
in reliance upon such Company Shareholder’s execution and delivery of this Agreement. Such Company Shareholder has received a copy
of the Business Combination Agreement and is familiar with the provisions of the Business Combination Agreement.


 


Section 1.07.      Absence
of Litigation. With respect to such Company Shareholder, as of the date hereof, there is no action, suit, investigation or proceeding
pending against, or, to the knowledge of such Company Shareholder, threatened against, such Company Shareholder or any of such Company
Shareholder’s properties or assets (including such Company Shareholder’s Owned Shares) that could reasonably be expected to
prevent, delay or impair the ability of such Company Shareholder to perform its obligations hereunder.


 


Section 1.08.      Additional
Representations and Warranties of Individual Company Shareholder. Each Company Shareholder who is an individual severally and not
jointly hereby represents and warrants to the Company and PAQC that


 


(a)            such
Company Shareholder is not a minor, and is of full age and sound mind; and


 


(b)            such
Company Shareholder (i) has such knowledge and experience in financial and business matters that he or she is capable of evaluating
the risks of the transactions contemplated by this Agreement, the Business Combination Agreement and the Ancillary Agreements; and (ii) has
been given a copy of the Business Combination Agreement and the Ancillary Agreements, is knowledgeable regarding the structure of the
Transactions, including the basis and purpose of each of the Business Combination Agreement and the Ancillary Agreements to which he or
she is a party and the transactions contemplated thereby and the roles of each of the respective parties thereto, and based on such information
as the Company Shareholder deems appropriate, made its own analysis and decision to enter this Agreement.


 


Section 1.09.      Trust.
If such Company Shareholder is the beneficial owner of any Owned Shares held in trust, no consent of any beneficiary of such trust is
required in connection with the execution, delivery or the performance of such Company Shareholder’s obligations under this Agreement.


 


Article 2

Representations and Warranties of PAQC


 


PAQC hereby represents and warrants to each Company
Shareholder and the Company as follows:


 


Section 2.01.      Corporate
Organization. PAQC is an exempted company with limited liability duly incorporated, is validly existing and is in good standing under
the laws of the Cayman Islands and has the requisite corporate power and authority to own, lease or operate its assets and properties
and to conduct its business as it is now being conducted. PAQC is duly licensed or qualified and in good standing (where such concept
is applicable) as a foreign entity in each jurisdiction in which the ownership of its property or the character of its activities is such
as to require it to be so licensed or qualified, except where failure to be so licensed or qualified would not, individually or in the
aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of PAQC to consummate the transactions
contemplated hereby.


 






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Section 2.02.      Due
Authorization. PAQC has all requisite corporate power and authority to execute and deliver this Agreement, (subject to the consents,
approvals, authorizations and other requirements described in Section 6.02 and Section 6.03 of the Business Combination Agreement)
to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of
this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the
board of directors of PAQC and no other corporate or equivalent proceeding on the part of PAQC is necessary to authorize this Agreement
or PAQC’s performance hereunder (except that the PAQC Shareholder Approval is a condition to the consummation of the Mergers). This
Agreement has been duly and validly executed and delivered by PAQC and, assuming due and valid authorization, execution and delivery by
each other party hereto, this Agreement constitutes a legal, valid and binding obligation of PAQC, enforceable against PAQC in accordance
with its terms, subject to the Enforceability Exceptions.


 


Section 2.03.      No-Conflict.
Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 6.03 of the Business
Combination Agreement and obtaining the PAQC Shareholder Approval, the execution, delivery and performance by PAQC of this Agreement and
the consummation of the transactions by PAQC contemplated hereby do not and will not (a) contravene or conflict with or violate any
provision of, or result in the breach of the PAQC Governing Document, (b) contravene or conflict with or result in a violation of
any provision of any Applicable Law, Permit or Governmental Order binding upon or applicable to PAQC or any of its properties or assets,
(c) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default under,
or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under,
accelerate the performance required by, any of the terms, conditions or provisions of any Contract to which PAQC is a party, or (d) result
in the creation or imposition of any Lien upon any of the properties or assets of PAQC (including the Trust Account), except in the case
of each of clauses (b) through (d) that would not prevent, impede or, in any material respect, delay or adversely affect the
performance by PAQC of its obligations under this Agreement.


 


Article 3

Representations and Warranties of the Company


 


The Company hereby represents and warrants to each
Company Shareholder and PAQC as follows:


 


Section 3.01.      Corporate
Organization. The Company is an exempted company with limited liability duly incorporated, is validly existing and is in good standing
under the laws of the Cayman Islands and has the requisite corporate power and authority to own, lease or operate its assets and properties
and to conduct its business as it is now being conducted. The Company is duly licensed or qualified and in good standing (where such concept
is applicable) as a foreign entity in each jurisdiction in which the ownership of its property or the character of its activities is such
as to require it to be so licensed or qualified, except where the failure to be so licensed or qualified would not, individually or in
the aggregate, have a Company Material Adverse Effect.


 


Section 3.02.      Due
Authorization. The Company has the requisite corporate power and authority to execute and deliver this Agreement, (subject to the
consents, approvals, authorizations and other requirements described in Section 5.02 and Section 5.03 of the Business Combination
Agreement) to perform all obligations to be performed by it hereunder and to consummate the transactions contemplated hereby. The execution,
delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized
and approved by the board of directors of the Company (the “Company Board”) and other than the consents, approvals,
authorizations and other requirements described in Section 5.03 or Section 5.04 of the Business Combination Agreement, no other
corporate proceeding on the part of the Company is necessary to authorize this Agreement or the Company’s performance hereunder.
This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and
delivery by each other party hereto, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms, subject to the Enforceability Exceptions.


 






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Section 3.03.      No-Conflict.
Subject to the receipt of the consents, approvals, authorizations, and other requirements set forth in Section 5.03 of the Business
Combination Agreement, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of
the transactions contemplated hereby do not and will not, (a) contravene or conflict with, or trigger shareholder rights that have
not been duly waived under, the memorandum and articles of association or other organizational documents of the Company or any of its
Subsidiaries, (b) contravene or conflict with or constitute a violation of any provision of any Applicable Law, Permit or Governmental
Order binding upon or applicable to the Company or any of its Subsidiaries or any of their respective assets or properties, (c) violate,
conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default under, or result in the termination
or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance
required by, any of the terms, conditions or provisions of any Significant Contract or (d) result in the creation or imposition of
any Lien on any asset, property or Equity Security of the Company or any of its Subsidiaries (other than any Permitted Liens), except
in the case of clauses (b) through (d) above as would not reasonably be expected to have, individually or, in the aggregate,
a Company Material Adverse Effect.


 


Article 4

Lock-up of Company Shareholders


 


Section 4.01.      Lock-Up
Provisions.


 


(a)            Subject
to the exceptions set forth herein, during the applicable Lock-Up Period (as defined below), each Company Shareholder agrees not to, without
the prior written consent of the Company Board (which must include the consent of the PAQC Designee), Transfer (as defined below) any
Locked-Up Shares (as defined below) held by such Company Shareholder; provided, however, if any Company Shareholder or Provident
Acquisition Holdings Ltd. or any of its affiliates enters into an agreement relating to the subject matter set forth in this Article 4
in connection with the Closing on terms and conditions that are less restrictive than those agreed to herein (or such terms and conditions
are subsequently relaxed including as a result of a modification, waiver, amendment, or written consent of the Company Board), then the
less restrictive terms and conditions shall apply to each Company Shareholder. The foregoing limitations shall remain in full force and
effect for a period of (i) for each Company Shareholder (other than CyberLink International Technology Corp.) who is not a member
of the Management, six (6) months from and after the Closing Date, and (ii) for CyberLink International Technology Corp. and
each Company Shareholder who is a member of the Management, twelve (12) months from and after the Closing Date (such periods set forth
in the foregoing clauses (i) and (ii), as applicable, the “Lock-Up Period”).


 


(b)            The
restrictions set forth in Section 4.01(a) (the “Lock-Up Restrictions”) shall not apply to:


 


(i)            in
the case of an entity, Transfers to (A) such entity’s officers or directors or any affiliate (as defined below) or immediate
family (as defined below) of any of such entity’s officers or directors, (B) any investment fund or other entity managing or
managed by such entity or affiliates of such entity, or who shares a common investment advisor with such entity, (C) any shareholder,
partner or member of such entity or their affiliates, (D) any affiliate of such entity, or (E) any employees of such entity
or of its affiliates;


 






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(ii)              in
the case of an individual, Transfers by gift to members of the individual’s immediate family or to a trust, the beneficiary of which
is a member of the individual’s immediate family, an affiliate of such Person or to a charitable organization;


 


(iii)            in
the case of an individual, Transfers by virtue of laws of descent and distribution upon death of the individual;


 


(iv)            in
the case of an individual, Transfers by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce
decree or separation agreement;


 


(v)              in
the case of an individual, Transfers to a partnership, limited liability company or other entity of which the undersigned and/or the immediate
family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests;


 


(vi)            in
the case of an entity that is a trust or a trustee of a trust, to a trustor or beneficiary of the trust, to the designated nominee of
a beneficiary of such trust or to the estate of a beneficiary of such trust;


 


(vii)            in
the case of an entity, Transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational
documents upon dissolution of the entity;


 


(viii)           Transfers
of any Company Class A Ordinary Shares acquired as part of the PIPE Financing;


 


(ix)             pledges
of any Locked-Up Shares to a financial institution that create a mere security interest in such Locked-Up Shares pursuant to a bona fide
loan or indebtedness transaction so long as the relevant Company Shareholder continues to control the exercise of the voting rights of
such pledged Locked-Up Shares as well as any foreclosures on such pledged Locked-Up Shares;


 


(x)              transactions
relating to Company Class A Ordinary Shares or other securities convertible into or exercisable or exchangeable for Company Class A
Ordinary Shares acquired in open market transactions after the Closing;


 


(xi)            Transfers
to the Company to satisfy tax withholding obligations pursuant to the Company’s equity incentive plans or arrangements;


 


(xii)            Transfers
to the Company pursuant to any contractual arrangement in effect at the Closing that provides for the repurchase by the Company or forfeiture
of the relevant Company Shareholder’s Company Ordinary Shares or other securities convertible into or exercisable or exchangeable
for Company Ordinary Shares in connection with the termination of such Company Shareholder’s service to the Company;


 


(xiii)           the
establishment of a trading plan that meets the requirements of Rule 10b5-1(c) under the Exchange Act (a “Trading Plan”);
provided, however, that no sales of Locked-Up Shares shall be made by the relevant Company Shareholder pursuant to such
Trading Plan during the applicable Lock-Up Period and no public announcement or filing is voluntarily made regarding such plan during
the applicable Lock-Up Period;


 


(xiv)           Transfers
made in connection with a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s
shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property subsequent to the Closing
Date; and


 


 






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(xv)            transactions
to satisfy any U.S. federal, state, or local income tax obligations of the relevant Company Shareholder (or its direct or indirect owners)
arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), a change in or promulgation
of new U.S. Treasury Regulations, or promulgation of any judicial or administrative guidance, in each case, after the date on which the
Business Combination Agreement was executed by the parties, and such change or promulgation prevents the Mergers from qualifying as a
 “reorganization” pursuant to Section 368 of the Code, in each case, solely to the extent necessary to cover any tax liability
as a result of the transaction;


 


provided,
however, that in the case of clauses (i) through (viii), these permitted transferees must enter into a written agreement,
in substantially the form of this Agreement, agreeing to be bound by the Lock-Up Restrictions and shall have the same rights and benefits
under this Agreement.


 


(c)            For
the avoidance of doubt, each Company Shareholder shall retain all of its rights as a shareholder of the Company during the Lock-Up Period,
including the right to vote any Locked-Up Shares or receive any dividends or distributions thereon.


 


(d)            In
furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the Locked-Up Shares,
are hereby authorized to decline to make any transfer of securities if such Transfer would constitute a violation or breach of the Lock-Up
Restrictions.


 


(e)            The
Company shall remove, and shall cause to be removed (including by causing its transfer agent to remove), any legends, marks, stop-transfer
instructions or other similar notations pertaining to the lock-up arrangements herein from the book-entries evidencing any Locked-Up Shares
at the time any such share is no longer subject to the Lock-Up Restrictions (any such Locked-Up Share, a “Free Share”),
and shall take all such actions (and shall cause to be taken all such actions) necessary or proper to cause the Free Shares to be consolidated
under the CUSIP(s) and/or ISIN(s) applicable to the unrestricted Company Ordinary Shares or so that the Free Shares are in a
like position. Any holder of a Locked-Up Share is an express third-party beneficiary of this Section 4.01(e) and entitled to
enforce specifically the obligations of the Company set forth in this Section 4.01(e) directly against the Company.


 


Section 4.02.      Certain
Definitions. For purposes of this Article 4, the following terms shall have the following meanings:


 


“affiliate” shall have the meaning
set forth in Rule 405 under the Securities Act of 1933, as amended;


 


“immediate family” shall mean
a spouse, domestic partner, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of
an individual;


 


“Locked-Up Shares” shall mean,
with respect to each Company Shareholder, (a) any Company Ordinary Shares held by such Company Shareholder immediately after the
Second Merger Effective Time, (b) any Company Ordinary Shares issuable upon the exercise of options or warrants to purchase Company
Ordinary Shares held by such Company Shareholder immediately after the Second Merger Effective Time (along with such options or warrants
themselves), (c) any Company Ordinary Shares acquirable upon the conversion, exercise or exchange of any securities convertible into
or exercisable or exchangeable for Company Ordinary Shares held by such Company Shareholder immediately after the Second Merger Effective
Time (along with such securities themselves) and (d) any Shareholder Earnout Shares to the extent issued pursuant to the Business
Combination Agreement;


 


“Management” shall mean Alice
H. Chang (and her Affiliates, DVDonet.com. Inc., Golden Edge Co., Ltd. and World Speed Company Limited), Louis Chen and Johnny Tseng;


 






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“Transfer” shall mean, with
respect to any securities, any (a) sale of, offer to sell, contract or agreement to sell, hypothecation of, pledge of, grant of any
option, right or warrant to purchase or other transfer or disposition of, or agreement to transfer or dispose of, directly or indirectly,
or establishment or increase of a put equivalent position in respect of, or liquidation or decrease of a call equivalent position in respect
of, within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, any
such securities, (b) entry into any “short sale” as defined in Rule 200 promulgated under Regulation SHO under the
Exchange Act, all types of direct and indirect stock pledge (other than pledge in the ordinary course of business as part of prime brokerage
arrangements), forward sales contract, option, put, call, swap or other arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of any such securities, whether any such transaction is to be settled by delivery of such securities,
in cash or otherwise, including through non-U.S. broker dealers or foreign regulated brokers or (c) public announcement of any intention
to effect any transaction specified in clause (a) or (b).


 


Article 5

Certain Other Covenants of Company Shareholders


 


Section 5.01.      Confidentiality.
Each Company Shareholder shall be bound by and comply with Section 12.10 (Confidentiality) and Section 12.13 (Publicity)
of the Business Combination Agreement (and any relevant definitions contained in such section) as if (a) such Company Shareholder
was an original signatory to the Business Combination Agreement with respect to such provision, and (b) each reference to “Company”
contained in Section 12.10 and Section 12.13 of the Business Combination Agreement also referred to such Company Shareholder.
For the avoidance of doubt, (i) Company Shareholders shall only be bound by the provisions of Section 12.10 and Section 12.13
of the Business Combination Agreement if and to the extent such provisions continue to bind the Company and (ii) Company Shareholders
shall only be bound by the terms relating to confidentiality of the Confidentiality Agreement and the restrictions in Section 8 of
the Confidentiality Agreement shall not apply to any Company Shareholder. In the event that any filing, press release, public written
communication or statement with respect to the Transactions identifies any Company Shareholder (other than the Founder Parties), each
of PAQC and the Company agrees and acknowledges that it shall provide meaningful opportunity to such Company Shareholder to review and
give due consideration to reasonable comment by such Company Shareholder, prior to issuing such filing, press release, public written
communication or statement.


 


Section 5.02.      Consent
to Disclosure. Each Company Shareholder consents to and authorizes the Company or PAQC, as applicable, to publish and disclose in
all documents and schedules filed with the SEC or any other Governmental Authority or applicable securities exchange, and any press release
or other disclosure document that the Company or PAQC, as applicable, reasonably determines to be necessary or advisable in connection
with the Mergers or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Company Shareholder’s
identity and shareholding in the Company, the existence of this Agreement and the nature of such Company Shareholder’s commitments
and obligations under this Agreement, and each Company Shareholder acknowledges that the Company or PAQC may, in their sole discretion,
file this Agreement or a form hereof with the SEC or any other Governmental Authority or securities exchange and agrees to promptly give
the Company or PAQC, as applicable, any information that is in its possession that the Company or PAQC, as applicable, may reasonably
request (but in any event only to the extent such information is required by applicable securities laws or the SEC or any other Governmental
Authority or applicable securities exchange) for the preparation of any such disclosure documents, and each Company Shareholder agrees
to promptly notify the Company and PAQC of any required corrections with respect to any written information supplied by it specifically
for use in any such disclosure document, if and to the extent that such Company Shareholder shall become aware that any such information
shall have become false or misleading in any material respect. Notwithstanding anything to the contrary herein, prior to disclosure of
any information with respect to a Company Shareholder, PAQC or the Company, as applicable, shall (to the extent practicable) provide such
Company Shareholder with a reasonable opportunity to review and comment upon the disclosure of the information relating to such Company
Shareholder in advance.


 






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Section 5.03.      Trust
Account Waiver. Each Company Shareholder acknowledges that PAQC is a blank check company with the powers and privileges to effect
a Business Combination. Each Company Shareholder further acknowledges that, as described in the prospectus dated January 7, 2021
(the “Prospectus”), substantially all of PAQC’s assets consist of the cash proceeds of PAQC’s initial public
offering and concurrent private placements of its securities and substantially all of the proceeds of the foregoing transactions have
been deposited in the Trust Account for the benefit of PAQC, its public shareholders and the underwriters of PAQC’s initial public
offering. Each Company Shareholder acknowledges that, except with respect to interest earned on the funds held in the Trust Account that
may be released to PAQC to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth
in the Prospectus. For and in consideration of PAQC entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged,
each Company Shareholder hereby irrevocably waives any right, title, interest or claim of any kind it has or may have in the future in
or to any monies in the Trust Account and agrees not to seek recourse against the Trust Account or any funds distributed therefrom as
a result of, or arising out of, this Agreement and any negotiations, contracts or agreements with PAQC or any other Person; provided,
however, that nothing in this ‎Section 5.03 shall amend, limit, alter, change, supersede or otherwise modify the
right of such Company Shareholder to (a) bring any action or actions for specific performance, injunctive and/or other equitable
relief or (b) bring or seek a claim for Damages against PAQC, or any of its successors or assigns, for any breach of this Agreement,
provided that such action(s) or claim pursuant to clauses (a) or (b) shall not be against the Trust Account or any
funds distributed from the Trust Account to holders of PAQC Ordinary Shares or other Persons in accordance with the PAQC Governing Document
and the Trust Agreement.


 


Article 6

General Provisions


 


Section 6.01.      Termination.
This Agreement shall be effective from the date hereof and shall terminate automatically and become void and of no further force or effect,
without any notice or other action by any Person, upon the earliest of (a) as to a Company Shareholder, the mutual written consent
of the Company, PAQC and such Company Shareholder, (b) the termination of the Business Combination Agreement in accordance with its
terms and (c) the date on which none of the Company, PAQC or any holder of a Locked-Up Share has any rights or obligations hereunder;
provided that, this Article 6 shall survive indefinitely and in the event that the Business Combination Agreement is not terminated
pursuant to its terms prior to the Closing, Article 5 shall also survive indefinitely. The termination of this Agreement shall not
relieve any party from any liability arising in respect of any willful and material breach of this Agreement prior to such termination.


 


Section 6.02.      Capacity
as a Company Shareholder. Each Company Shareholder signs this Agreement solely in such Company Shareholder’s capacity as a shareholder
of the Company, and not in such Company Shareholder’s capacity as a director or officer of the Company, if applicable.


 


Section 6.03.      Trusts.
If applicable, for purposes of this Agreement, the Company Shareholder with respect to any Owned Shares held in trust shall be deemed
to be the relevant trust and/or the trustees thereof acting in their capacities as such trustees, in each case as the context may require,
including for purposes of such trustees’ representations and warranties as to the proper organization of the trust, their power
and authority as trustees and the non-contravention of the trust’s governing instruments.


 


Section 6.04.      Notice.
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered
in person, (b) when delivered after posting in the United States mail having been sent registered or certified mail return receipt
requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery service or (d) when
e-mailed during normal business hours (and otherwise as of the immediately following Business Day) to the Company and PAQC in accordance
with Section 12.03 of the Business Combination Agreement and to each Company Shareholder at its address set forth on Schedule A hereto
(or at such other address for a party as shall be specified by like notice).


 






    	 	9	 



     


    

 


Section 6.05.      Entire
Agreement; Amendment. This Agreement (together with the Schedules and Exhibits to this Agreement) constitutes the entire agreement
and understanding between the parties hereto relating to the subject matter hereof and the transactions contemplated hereby and supersedes
any other agreements and understandings, whether written or oral, that may have been made or entered into by or between the parties hereto
relating to the subject matter hereof or the transactions contemplated hereby. This Agreement may not be changed, amended, modified or
waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties
hereto.


 


Section 6.06.      Assignment.
No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties hereto, except that,
for the avoidance of doubt, in connection with a Transfer of any Locked-Up Shares in accordance with the terms of this Agreement, transferee
to whom such Locked-Up Shares are transferred shall thenceforth be entitled to all the rights and be subject to all the obligations under
this Agreement; provided, that no such assignment shall relieve the assigning party of its obligations hereunder. Subject to the
foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted
assigns. Any attempted assignment in violation of the terms of this Section 6.06 shall be null and void, ab initio. For the
avoidance of doubt, no Transfer of Company Ordinary Shares, Locked-Up Shares or Free Shares shall be (or be deemed to be) an assignment
of this Agreement or the rights or obligations hereunder.


 


Section 6.07.      Rights
of Third Parties. The parties hereto hereby agree that their respective representations and warranties set forth herein are solely
for the benefit of the other parties hereto, in accordance with and subject to the terms of this Agreement, and nothing expressed or implied
in this Agreement is intended or shall be construed to confer upon or give any Person, other than the parties hereto, any right or remedies
under or by reason of this Agreement, including, without limitation, the right to rely upon the accuracy or completeness of the representations
and warranties set forth herein.


 


Section 6.08.      Governing
Law. This Agreement, and all Actions based upon, arising out of, or related to this Agreement or the transactions contemplated hereby,
shall be governed by, and construed in accordance with, the Laws of the State of New York, without giving effect to principles or rules of
conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.
Subject to ‎‎Section 12.15 of the Business Combination Agreement, any Action based upon, arising out of or related
to this Agreement or the transactions contemplated hereby shall be settled by arbitration to be held in Hong Kong, which shall be administered
by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the HKIAC Administered Arbitration
Rules in force at the time of the commencement of the arbitration. There shall be three (3) arbitrators, among which one (1) shall
be appointed by the claimant, one (1) appointed by the respondent and one (1) appointed by the Secretary General of the HKIAC.
The arbitration shall be conducted in English. The award of the arbitral tribunal shall be final and binding upon the parties thereto,
and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award.


 


Section 6.09.      Enforcement.
Each of the parties hereto agrees that irreparable damage for which monetary damages, even if available, would not be an adequate remedy,
would occur in the event that the parties do not perform their obligations under the provisions of this Agreement (including failing to
take such actions as are required of them hereunder to consummate this Agreement) in accordance with its specified terms or otherwise
breach such provisions. The parties acknowledge and agree that (a) the 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, without
proof of damages, prior to the valid termination of this Agreement in accordance with Section 6.01, this being in addition to any
other remedy to which they are entitled under this Agreement, and (b) the right of specific enforcement is an integral part of the
transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement. Each party
agrees that it will not allege, and each party hereby waives the defense, that the other parties 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 6.09 shall not be required to provide any bond or other security in connection with any such injunction.


 






    	 	10	 



     


    

 


Section 6.10.      Counterparts.
This Agreement may be executed in two or more counterparts (any of which may be delivered by electronic transmission), each of which shall
constitute an original, and all of which taken together shall constitute one and the same instrument. Delivery by email to counsel for
the other parties of a counterpart executed by a party shall be deemed to meet the requirements of the previous sentence.


 


Section 6.11.      Bulletin
No. 7. From and after the Closing, the Company shall indemnify and hold harmless, on an after-tax basis, each Company Shareholder
forthwith on demand from and against all Transfer Taxes (as defined in the Business Combination Agreement) and penalties or interests
thereon pursuant to Bulletin No. 7 asserted by a Governmental Authority in the People’s Republic of China and all reasonable
costs and expenses incurred by such Company Shareholder, in each case, arising or resulting from or in connection with the transactions
contemplated under the Business Combination Agreement. “Bulletin No. 7” shall mean Bulletin No. 7 issued
by the State Taxation Administration of the People’s Republic of China on February 3, 2015, titled “Bulletin on Certain
Questions relating to the Enterprise Income Tax of Indirect Transfers of Assets by Non-Resident Enterprises (关于非居民企业间接转让财产企业所得税若干问题的公告)”,
and any amendment, implementing rules, or official interpretation thereof or any replacement, successor or alternative legislation having
the same subject matter thereof. The indemnification obligations provided herein shall terminate upon the expiration of forty-eight (48)
months after the Closing.


 


[Signature Pages Follow]


 






    	 	11	 



     


    

 


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


 


	 	PERFECT CORP.
	 	 
	 	By:	 /s/ Alice H. Chang
	 	Name: Alice H. Chang
	 	Title:   Chief Executive Officer


 


[Signature
Page to Lock-up Agreement]


 






    	 	 	 



     


    

 


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


 


	 	PROVIDENT ACQUISITION CORP.
	 	 
	 	By:	/s/ Michael Aw Soon Beng
	 	Name: Michael Aw Soon Beng
	 	Title:   Chief Executive Officer


 


[Signature
Page to Lock-up Agreement]


 






    	 	 	 



     


    

 


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


 





	 	CyberLink International Technology Corp.
	 	 
	 	By:	/s/ Jau-Hsiung Huang
	 	Name: Jau-Hsiung Huang
	 	Title:   Director


 


[Signature
Page to Lock-up Agreement]


 









    	 	 	 



     


    

 


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


 


	 	IDEAL MAX MANAGEMENT LIMITED
	 	 
	 	
    By:
	/s/ Alice H. Chang


	 	Name:	Alice H. Chang
	 	Title:	Director


 


	 	PERFECT AA CORP.
	 	 
	 	
    By:
	/s/ Sun Liang-Chu

	 	Name:	Sun Liang-Chu
	 	Title:	Director


 


[Signature Page to
Lock-up Agreement]


 






    	 	 	 



     


    

 


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


 


	 	GOLDEN EDGE CO., LTD.
	 	 
	 	By:	/s/ Chen, Hsiao-Chuan
	 	Name: Chen, Hsiao-Chuan
	 	Title:   Director





 


[Signature
Page to Lock-up Agreement]


 






    	 	 	 



     


    

 


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


 





	 	DVDonet.com. Inc.
	 	 
	 	By:	/s/ Sun, Liang-Chu
	 	Name: Sun, Liang-Chu
	 	Title:   Director


  


[Signature
Page to Lock-up Agreement]


 






    	 	 	 



     


    

 


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


 

















	 	
    Ningbo New Summit Private Equity Fund I L.P.

    宁波创世一期股权投资基金合伙企业(有限合伙)

	 	 
	 	
    By:
	/s/ Zhou Wei
                                       
	 	Name: Zhou Wei
	 	Title:   Authorized Signatory


 


[Signature
Page to Lock-up Agreement]





 






    	 	 	 



     


    

 


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


 


	 	
    The Kleinrock 1990 Trust

	 	 
	 	
    By:
	/s/ Leonard Kleinrock

	 	Name: Leonard Kleinrock
	 	Title:   Trustee


 


	 	
    LMRN, L.P.

	 	 
	 	
    By:
	/s/ Leonard Kleinrock

	 	Name: Leonard Kleinrock
	 	Title:   General Partner


 


[Signature
Page to Lock-up Agreement]


 






    	 	 	 



     


    

 


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


 


	 	
    CCV Fund I LP

	 	 
	 	
    By:
	/s/ Zhou Wei


	 	Name: Zhou Wei
	 	Title:   Authorized Signatory


 


[Signature
Page to Lock-up Agreement]


 






    	 	 	 



     


    

 


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


 


	 	
    Extol Capital LP

	 	 
	 	
    By:
	/s/ Alex Ok

	 	Name: Alex Ok
	 	Title:   Managing Partner


 


[Signature
Page to Lock-up Agreement]


 






    	 	 	 



     


    

 


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


 


	 	
    Yuanta Asia Investment (Hong Kong) Limited

	 	 
	 	
    By:
	/s/ Yu, Hsiao-Tsui

	 	Name: Yu, Hsiao-Tsui
	 	Title:   President


 


[Signature
Page to Lock-up Agreement]


 






    	 	 	 



     


    

 


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


 


	 	
    World Speed Company Limited

	 	 
	 	
    By:
	/s/ Sun, Liang-Chu


	 	Name: Sun, Liang-Chu
	 	Title:   Director


 


[Signature
Page to Lock-up Agreement]


 






    	 	 	 



     


    

 


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


 


	 	
    Taobao China Holding Limited

	 	 
	 	
    By:
	/s/ Lei Jin
             
	 	Name: Lei Jin
	 	Title:   Authorized Signatory


 


[Signature
Page to Lock-up Agreement]


 






    	 	 	 



     


    

 


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


 


	 	Goldman Sachs Asia Strategic II Pte. Ltd.
	 	 
	 	
    By:
	/s/ Tan Ching Chek


    

	 	Name: Tan Ching Chek
	 	Title:   Director


 


	 	
    StoneBridge 2020, L.P.

     

    By: Bridge Street Opportunity Advisors, L.L.C., its general partner

	 	 
	 	
    By:
	/s/ William Y. Eng


    

	 	Name: William Y. Eng
	 	Title:   Vice President


 


	 	
    StoneBridge 2020 Offshore Holdings II, L.P.

     

    By: Bridge Street Opportunity Advisors, L.L.C., its general partner

	 	 
	 	
    By:
	/s/ William Y. Eng


    

	 	Name: William Y. Eng
	 	Title:   Vice President


 


[Signature
Page to Lock-up Agreement]


 






    	 	 	 



     


    

 



 


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


 





	 	
    MC Investment Asset Holdings LLC

	 	 
	 	
    By:
	/s/ Steve Hwang

	 	Name: Steve Hwang
	 	Title:   Authorized Signatory


 


[Signature Page to
Lock-up Agreement]


 






    	 	 	 



     


    

 


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


 








	 	
    The Robin Schorr 2020 Irrevocable Trust

	 	 
	 	
    By:
	/s/ Harvey Bookstein

	 	Name: Harvey Bookstein
	 	Title:   Trustee


 


[Signature Page to
Lock-up Agreement]


 













    	 	 	 



     


    

 


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


 











	 	
    The Martin Kleinrock 2020 Irrevocable Trust

	 	 
	 	
    By:
	/s/ Harvey Bookstein

	 	Name: Harvey Bookstein
	 	Title:   Trustee


 


[Signature Page to
Lock-up Agreement]


 










    	 	 	 



     


    

 


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


 














	 	
    The Lynn Hirschberg 2020 Irrevocable Trust

	 	 
	 	
    By:
	/s/ Harvey Bookstein

	 	Name: Harvey Bookstein
	 	Title:   Trustee


 


[Signature Page to
Lock-up Agreement]


 










    	 	 	 



     


    

 


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


 

















	 	
    The Nancy Kleinrock 2020 Irrevocable Trust

	 	 
	 	
    By:
	/s/ Harvey Bookstein

	 	Name: Harvey Bookstein
	 	Title:   Trustee


 


[Signature Page to
Lock-up Agreement]


 










    	 	 	 



     


    

 


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


 




















	 	
    The Leonard and Stella Schuler Kleinrock Irrevocable Trust #1

	 	 
	 	
    By:
	/s/ Harvey Bookstein

	 	Name: Harvey Bookstein
	 	Title:   Trustee


 


[Signature Page to
Lock-up Agreement]


 










    	 	 	 



     


    

 


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


 























	 	
    Weichuan Liu

	 	 
	 	/s/ Weichuan
    Liu                       





 


[Signature Page to
Lock-up Agreement]


 










    	 	 	 



     


    

 


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


 


























	 	
    Chen Wan-Hsiu

	 	 
	 	/s/ Chen Wan-Hsiu



 


[Signature Page to
Lock-up Agreement]


 










    	 	 	 



     


    

 


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


 





























	 	
    Richard Carriere

	 	 
	 	/s/ Richard Carriere



 


[Signature Page to
Lock-up Agreement]


 







    	 	 	 



     


    

 





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


 
































	 	
    Lee Shyu Mei-Lan

	 	 
	 	/s/ Lee Shyu Mei-Lan



 


[Signature Page to
Lock-up Agreement]


 










    	 	 	 



     


    

 


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


 























	 	
    Chen Shih-Pin

	 	 
	 	/s/ Chen Shih-Pin



 


[Signature Page to
Lock-up Agreement]


 










    	 	 	 



     


    

 


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


 


























	 	
    Ouh Young Ming

	 	 
	 	/s/ Ouh Young Ming



 


[Signature Page to
Lock-up Agreement]


 










    	 	 	 



     


    

 


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


 





























	 	
    Chou Hung-Te

	 	 
	 	/s/ Chou Hung-Te



 


[Signature Page to
Lock-up Agreement]


 










    	 	 	 



     


    

 


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


 
































	 	
    Huang Ho-Chao

	 	 
	 	/s/ Huang Ho-Chao



 


[Signature Page to
Lock-up Agreement]


 










    	 	 	 



     


    

 


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


 



































	 	
    Lee Cheng-Hsu

	 	 
	 	/s/ Lee Cheng-Hsu





 


[Signature Page to
Lock-up Agreement]


 










    	 	 	 



     


    

 


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


 





























	 	
    Hsiao Teng-Yuan

	 	 
	 	/s/ Hsiao Teng-Yuan





 


[Signature Page to
Lock-up Agreement]






 






    	 	 	 



     


    

 


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


 
































	 	
    Ku Mei-Chun

	 	 
	 	/s/ Ku Mei-Chun





 


[Signature Page to
Lock-up Agreement]


 













    	 	 	 



     


    

 


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


 



































	 	
    Chen Pin-Jen

	 	 
	 	/s/ Chen Pin-Jen





 


[Signature Page to
Lock-up Agreement]


 











    	 	 	 



     


    

 


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


 






































	 	
    Lin Chao-Hung

	 	 
	 	/s/ Lin Chao-Hung





 


[Signature Page to
Lock-up Agreement]


 










    	 	 	 



     


    

 


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


 









































	 	
    Yeh Tse-Yung

	 	 
	 	/s/ Yeh Tse-Yung





 


[Signature Page to
Lock-up Agreement]


 










    	 	 	 



     


    

 


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


 












































	 	
    Chen Hsiao-Chuan

	 	 
	 	/s/ Chen Hsiao-Chuan





 


[Signature Page to
Lock-up Agreement]


 










    	 	 	 



     


    

 


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


 















































	 	
    Peng Su-Wen

	 	 
	 	/s/ Peng Su-Wen





 


[Signature Page to
Lock-up Agreement]


 










    	 	 	 



     


    

 


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


 

















	 	
    Lee Te-Yu

	 	 
	 	/s/ Lee Te-Yu





 


[Signature Page to
Lock-up Agreement]


 










    	 	 	 



     


    

 


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


 




















	 	
    Kuo Chia-Chen

	 	 
	 	/s/ Kuo Chia-Chen





 


[Signature Page to
Lock-up Agreement]


 










    	 	 	 



     


    

 


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


 























	 	
    Lee Ya-Hui

	 	 
	 	/s/ Lee Ya-Hui



 


[Signature Page to
Lock-up Agreement]


 










    	 	 	 



     


    

 


 



 


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


 


	 	Yorinobu Isozaki
	 	 
	 	 
	 	/s/
    Yorinobu Isozaki


 





[Signature Page to Lock-up Agreement]


 






     


     


    

 



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


 





	 	Noritaka Baba
	 	 
	 	 
	 	/s/
    Noritaka Baba


 





[Signature Page to Lock-up Agreement]


 






     


     


    

 



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


 





	 	Lin Chi-Ying
	 	 
	 	 
	 	/s/
    Lin Chi-Ying


 





[Signature Page to Lock-up Agreement]


 



     


     


    

 






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


 





	 	Huang Jui-Ping
	 	 
	 	 
	 	/s/
    Huang Jui-Ping


 





[Signature Page to Lock-up Agreement]


 






     


     


    

 



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


 





	 	Huang Jui-Tung
	 	 
	 	 
	 	/s/
    Huang Jui-Tung


 





[Signature Page to Lock-up Agreement]


 







     


     


    

 


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


 





	 	Lu Wen-Chuan
	 	 
	 	 
	 	/s/
    Lu Wen-Chuan


 





[Signature Page to Lock-up Agreement]


 






     


     


    

 



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


 





	 	Wu Meng-Heng
	 	 
	 	 
	 	/s/
    Wu Meng-Heng


 





[Signature Page to Lock-up Agreement]


 






     


     


    

 



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


 





	 	Liao Chung-Chun
	 	 
	 	 
	 	/s/
    Liao Chung-Chun


 





[Signature Page to Lock-up Agreement]


 






     


     


    

 



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


 





	 	Liao I-Chun
	 	 
	 	 
	 	/s/
    Liao I-Chun


  





[Signature Page to Lock-up Agreement]


 






     


     


    

 



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


 





	 	Tsen Wei-Hsin
	 	 
	 	 
	 	/s/
    Tsen Wei-Hsin


 





[Signature Page to Lock-up Agreement]


 






     


     


    

 



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


 





	 	Chao Li-Huang
	 	 
	 	 
	 	/s/
    Chao Li-Huang


 





[Signature Page to Lock-up Agreement]


 






     


     


    

 



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


 





	 	Lee Chu-Hsin
	 	 
	 	 
	 	/s/
    Lee Chu-Hsin


  





[Signature Page to Lock-up Agreement]


 






     


     


    

 



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


 





	 	Alice H. Chang
	 	 
	 	 
	 	/s/
    Alice H. Chang


 








[Signature Page to Lock-up Agreement]


 






     


     


    

 



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


 





	 	Huang Jau-Hsiung
	 	 
	 	 
	 	/s/
    Huang Jau-Hsiung


  





[Signature Page to Lock-up Agreement]


 






     


     


    

 



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


 





	 	Huang Yi-Chen
	 	 
	 	 
	 	/s/
    Huang Yi-Chen


  





[Signature Page to Lock-up Agreement]


 






     


     


    

 


Schedule A


 


	Company 

Shareholder	Number of Pre-Recapitalization

 Company Shares	Notice Address
	CyberLink International Technology Corp.	
    Common Shares: 147,000,000

     

    Preferred A Shares: 21,213,073

     

    Preferred A-1 Shares: 23,098,680

     

    Preferred B Shares: 9,773,153

     

    Preferred C-2 Shares: 5,988,089
	
    Address: 2F., No.21-0, Ln. 85, Sec. 1, Baoyuan Rd., Xindian Dist.,
    New Taipei City 231, Taiwan

     

    E-mail: jau@cyberlink.com

     

    Attention: Huang, Jau-Hsiung

	IDEAL MAX MANAGEMENT LIMITED	Common Shares:  24,478,800	
    Address: Sea Meadow House, Blackburne Highway, (P.O. Box 116),
    Road Town, Tortola, British Virgin Islands

     

    E-mail: alice@perfectcorp.com

     

    Attention: Chang, Hua-Jen

	Perfect AA Corp.	Common Shares:  28,895,100	
    Address: 14F, No. 98, Minquan Rd., Xindian City, New Taipei City
    231, Taiwan

     

    E-mail: teresa529669@gmail.com

     

    Attention: Sun, Liang-Chu

	GOLDEN EDGE CO., LTD.	Common Shares:  60,000,000	
    Address: Palm Grove House, (P.O. Box 438), Road Town, Tortola,
    British Virgin Islands

     

    E-mail: iris_chen@perfectcorp.com

     

    Attention: Chen, Hsiao-Chuan

	DVDonet.com. Inc.	
    Common Shares: 21,000,000

     

    Preferred A-1 Shares: 5,373,978
	
    Address: Palm Grove House, P.O. Box 438, Road Town, Tortola, British
    Virgin Islands

     

    Email: teresa529669@gmail.com

     

    Attention: Sun Liang Chu

	Ningbo New Summit Private Equity Fund I L.P.	
    Preferred A Shares: 14,142,049

     
	
    Address: Suite 1101, 11/F, Radiance Tower, Qiyang Road, WangJing,
    Chaoyang District, Beijing, 100102, China

    Facsimile number: +86 010 84722350

     

    E-mail: mliu@ccvcap.com

     

    Attention: Maria Liu




 






    A-1


     


    

 


	The Kleinrock 1990 Trust	
    Preferred A Shares: 957,007

     

    Preferred B Shares: 118,461

     

    Preferred C-2 Shares: 300,728
	
    Address: 601 N Elm Dr, Beverly Hills, CA 90210-3420, USA

     

    E-mail: lk@cs.ucla.edu

     

    Attention: Leonard Kleinrock

	LMRN, L.P.	
    Preferred A Shares: 2,357,007

     

    Preferred B Shares: 118,461

     

    Preferred C-2 Shares: 300,728
	
    Address: 601 N Elm Dr, Beverly Hills, CA 90210-3420, USA

     

    E-mail: lk@cs.ucla.edu

     

    Attention: Leonard Kleinrock

	CCV Fund I LP	
    Preferred A Shares: 7,071,024

     

    Preferred A-1 Shares: 9,428,033

     

    Preferred B Shares: 1,697,953
	
    Address: Suite 1101, 11/F, Radiance Tower, Qiyang Road, Wangjing,
    Chaoyang District, Beijing, China

     

    Facsimile: +86 10 8472 2350

     

    Email: mliu@ccvcap.com

     

    Attention: Maria LIU

	Extol Capital LP	Preferred A-1 Shares:  3,142,678	
    Address: 721 Foothill Rd., Beverly Hills, CA. 90210, USA

     

    E-mail: alexok21@gmail.com

     

    Attention: Alex Ok

	Yuanta Asia Investment (Hong Kong) Limited	
    Preferred A-1 Shares: 3,142,678

     

    Preferred C-2 Shares: 732,171
	
    Address:
    Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, Virgin Islands (British)

     

    E-mail: Allie_Yu@yuanta.com

     

    Attention:
    游曉翠 Allie_Yu

	World Speed Company Limited	Preferred A-1 Shares:   2,954,116	
    Address: Palm Grove House, P.O. Box 438, Road Town, Tortola, British
    Virgin Islands

     

    Email: teresa529669@gmail.com

     

    Attention: Sun Liang Chu

	Taobao China Holding Limited	Preferred B Shares:   61,498,412	
    c/o Alibaba Group Services Limited

     

    Address: 26th Floor, Tower one, Times Square, 1 Matheson Street, Causeway
    Bay, Hong Kong

     

    Attention: General Counsel

     

    Email:legalnotice@list.alibaba-inc.com

     

    Tel:+852 2215 5200

	Goldman Sachs Asia Strategic II Pte. Ltd.	
    Perferred C-1 Shares: 13,016,596

     

    Perferred C-2 Shares: 23,429,492
	
    Address: 68/F Cheung Kong Center, 2 Queen’s Road Central, Hong
    Kong

     

    E-mail: Xinyi.Feng@hk.ibd.email.gs.com

     

    Attention: Xinyi Feng




 






    A-2


     


    

 


	StoneBridge 2020, L.P.	
    Perferred C-1 Shares: 2,135,884

     

    Perferred C-2 Shares: 3,844,528
	
    Address: 68/F Cheung Kong Center, 2 Queen’s Road Central, Hong
    Kong

     

    E-mail: Bowen.Han@gs.com

     

    Attention: Bowen Han

	StoneBridge 2020 Offshore Holdings II, L.P.	
    Perferred C-1 Shares: 1,118,265

     

    Perferred C-2 Shares: 2,012,844
	
    Address: 68/F Cheung Kong Center, 2 Queen’s Road Central, Hong
    Kong

     

    E-mail: Bowen.Han@gs.com

     

    Attention: Bowen Han

	MC Investment Asset Holdings LLC	Preferred C-2 Shares:  21,965,148	
    Address: 2772 Donald Douglas Loop North, Santa Monica, CA 90405

     

    E-mail: legalnotices@snap.com

     

    Attention: General Counsel

	The Robin Schorr 2020 Irrevocable Trust	Preferred A Shares:  280,000	
    Address: 16513 Esprit Lane, Encino, CA 91436

     

    E-mail: harvey@har-llc.com

     

    Attention: Harvey Bookstein

	The Martin Kleinrock 2020 Irrevocable Trust	Preferred A Shares:  280,000	
    Address: 16513 Esprit Lane, Encino, CA 91436

     

    E-mail: harvey@har-llc.com

     

    Attention: Harvey Bookstein

	The Lynn Hirschberg 2020 Irrevocable Trust	Preferred A Shares: 280,000	
    Address: 16513 Esprit Lane, Encino, CA 91436

     

    E-mail: harvey@har-llc.com

     

    Attention: Harvey Bookstein

	The Nancy Kleinrock 2020 Irrevocable Trust	Preferred A Shares: 280,000	
    Address: 16513 Esprit Lane, Encino, CA 91436

     

    E-mail: harvey@har-llc.com

     

    Attention: Harvey Bookstein

	The Leonard and Stella Schuler Kleinrock Irrevocable Trust #1	Preferred A Shares:   280,000	
    Address: 16513 Esprit Lane, Encino, CA 91436

     

    E-mail: harvey@har-llc.com

     

    Attention: Harvey Bookstein

	Weichuan Liu 	Common Shares:  2,130,000	1127 Hunterston Pl., Cupertino, CA 95014, USA



 






    A-3


     


    

 


	Chen Wan-Hsiu	Common Shares:  300,000	5F., No. 19, Ln. 118, Wuxing St., Xinyi Dist., Taipei City 110, Taiwan
	Richard Carriere	Common Shares:  150,000	3675 Alta Mesa Drive, Studio City, CA 91604, USA
	Lee Shyu Mei-Lan	Common Shares:  6,000,000	8F., No. 27, Ln. 96, Sec. 1, Beixin Rd., Xindian Dist., New Taipei City 231, Taiwan
	Chen Shih-Pin	Common Shares:  400,000	4F., No. 13, Ln. 86, Sec. 3, Xinsheng S. Rd., Da’an Dist., Taipei City 106, Taiwan
	Ouh Young Ming	Common Shares:  240,000	2, 9th Floor, Alley 18, Lane 397, Ming-Shui Road, Taipei 104, Taiwan
	Chou Hung-Te	Common Shares:  2,863,200	24F.-1, No. 109, Minquan Rd., Xidian Dist., New Taipei City 231, Taiwan
	Huang Ho-Chao	Common Shares:  2,000,000	11F., No. 65, Minquan Rd., Xindian Dist., New Taipei City 231, Taiwan
	Lee Cheng-Hsu	Common Shares:  1,536,000	3F., No. 23, Taozhi Rd., Taoyuan Dist., Taoyuan City 330, Taiwan
	Hsiao Teng-Yuan	Common Shares:  1,600,000	5F.-1, No. 41, Sec. 2, Anhe Rd., Da’an Dist., Taipei City 106, Taiwan
	Ku Mei-Chun	Common Shares:  750,000	7F., No. 93, Aly. 3, Ln. 182, Sec. 2, Wenhua Rd., Banqiao Dist., New Taipei City 220, Taiwan
	Chen Pin-Jen	Common Shares:  1,601,250	12F., No. 153, Sec. 2, Changjiang Rd., Banqiao Dist., New Taipei City 220, Taiwan
	Lin Chao-Hung	Common Shares: 720,000	2F., No. 30, Ln. 150, Mingde Rd., Beitou Dist., Taipei City 112, Taiwan
	Yeh Tse-Yung	Common Shares:  800,000	4F., No. 13, Ln. 36, Ren’ai St., Zhonghe Dist., New Taipei City 235, Taiwan
	Chen Hsiao-Chuan	Common Shares:  395,000	5F., No. 26, Ln. 24, Sec. 3, Chengde Rd., Datong Dist., Taipei City 103, Taiwan
	Peng Su-Wen	Common Shares:  512,000	8F., No. 1-2, Aly. 96, Ln. 11, Jinxiu Rd., Xindian Dist., New Taipei City 231, Taiwan



 






    A-4


     


    

 


	Lee Te-Yu	Common Shares:  720,000	10F., No. 133, Sec. 3, Ren’ai Rd., Da’an Dist., Taipei City 106, Taiwan
	Kuo Chia-Chen	Common Shares:  240,000	6F, No. 85, Ln 162, Jingye 3rd Rd., Zhongshan Dist., Taipei City, 106, Taiwan
	Lee Ya-Hui	Common Shares:  490,000	4F., No. 10, Aly. 8, Ln. 166, Sec. 6, Roosevelt Rd., Wenshan Dist., Taipei City 116, Taiwan
	Yorinobu Isozaki	Common Shares:  63,000	4-6-6-504 Konan, Minato-ku, Tokyo, 108-0075, Japan
	Noritaka Baba	Common Shares:  160,000	5-16-20, Tsuruma, Machida-city, Tokyo, 194-0004, Japan
	Lin Chi-Ying	Common Shares:  1,580,000	9F.-1, No. 8, Ln. 121, Anmin St., Xindian Dist., New Taipei City 231, Taiwan
	Huang Jui-Ping	Common Shares:  686,250	No. 11, Ln. 10, Xinfu E. St., Taiping Dist., Taichung City 411022, Taiwan
	Huang Jui-Tung	Common Shares:  686,250	No. 600-6, Sec. 2, Huandao N. Rd., Jinning Township, Kinmen County 892, Taiwan
	Lu Wen-Chuan	Common Shares: 750,000	4F., No. 1, Ln. 25, Zhulin Rd., Yonghe Dist., New Taipei City 234, Taiwan
	Wu Meng-Heng	Common Shares: 800,000	5F., No. 20, Ln. 157, Sec. 3, Xinyi Rd., Da’an Dist., Taipei City 106, Taiwan
	Liao Chung-Chun	Common Shares: 366,000	10F., No. 620, Xinxing Rd., Wuri Dist., Taichung City 414, Taiwan
	Liao I-Chun	Common Shares: 366,000	3F.-1, No. 22, Xingde St., Wuri Dist., Taichung City 414, Taiwan
	Tsen Wei-Hsin	Common Shares: 4,873,200	No. 1-5, Ln. 10, Huacheng Rd., Xindian Dist., New Taipei City 231, Taiwan
	Chao Li-Huang	Common Shares: 482,475	5F., No. 75, Zhongyang 7th St., Xindian Dist., New Taipei City 231, Taiwan
	Lee Chu-Hsin	Common Shares: 4,857,980	No. 2, Ln. 16, Dingcheng 2nd St., Xindian Dist., New Taipei City 231, Taiwan



 






    A-5


     


    

 


	Alice H. Chang	Common Shares: 5,500,000	4F, No. 65, Minquan Rd., Xindian City, New Taipei City 231, Taiwan
	Huang Jau-Hsiung	Common Shares: 837,500	4F, No. 65, Minquan Rd., Xindian City, New Taipei City 231, Taiwan
	Huang Yi-Chen	Common Shares: 1,319,500	4F, No. 65, Minquan Rd., Xindian City, New Taipei City 231, Taiwan


 






    A-6


     


    

 


Schedule B


 


		1.	Second Amended and Restated Shareholders Agreement of the Company dated December 18, 2020.



 


		2.	Amendment No. 1 to the Second Amended and Restated Shareholders Agreement of the Company dated October 5, 2021.



 






    B-1