Exhibit 10.4


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”) is entered into as of the [ ], 2022, by and among Phoenix Acquisition Limited, a British
Virgin Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page
hereto (each, an “Investor” and collectively, the “Investors”).


 


WHEREAS, the Investors and
the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of the securities
held by them as of the date hereof;


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


1. DEFINITIONS. The
following capitalized terms used herein have the following meanings:


 


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


 


“Business Combination”
means the acquisition of direct or indirect ownership through a merger, share exchange, asset acquisition, share purchase, recapitalization,
reorganization or other similar type of transaction, of one or more businesses or entities.


 


“Commission”
means the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.


 


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


 


“Demand Registration”
is defined in Section 2.1.1.


 


“Demanding Holder”
is defined in Section 2.1.1.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as
the same shall be in effect at the time.


 


“Form S-3”
is defined in Section 2.3.


 


“Indemnified Party”
is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


“Initial Shares”
means all of the outstanding Ordinary Shares issued prior to the consummation of the Company’s initial public offering.


 


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


 





“Investor Indemnified
Party” is defined in Section 4.1.


 


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


 


“Notices”
is defined in Section 6.3.


 


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





 



    


    


    




 


“Ordinary Shares”
means the ordinary shares of the Company, par value US$0.0001 each


 


“Over-Allotment
Units” means the additional number of Private Units the Sponsor will be required to purchase in the event that the underwriters
in the Company’s initial public offering exercise their over-allotment option, as described in the prospectus relating to the Company’s
initial public offering.


 


“Private Units”
means up to 416,000 Units, 380,000 of which the Sponsor is privately purchasing simultaneously with the consummation of the Company’s
initial public offering and up to 36,000 Units that the Sponsor has agreed to purchase if the underwriter exercises its over-allotment
option.


 


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


 


“Registrable Securities”
means (i) the Initial Shares, (ii) the Private Units (and underlying securities), (iii) the Over-Allotment Units (and underlying Ordinary
Shares), if any, and (iv) any securities issuable upon conversion of loans from Investors to the Company for the Company’s payment
of its working capital, if any (the “Working Capital Loan Securities”). Registrable Securities include any warrants,
rights, shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange
for or in replacement of such Initial Shares, Private Units (and underlying Ordinary Shares), Over-Allotment Units (and underlying Ordinary
Shares) and Working Capital Loan Securities. As to any particular Registrable Securities, such securities shall cease to be Registrable
Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities
Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b)
such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall
have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act;
(c) such securities shall have ceased to be outstanding, or (d) the Registrable Securities are freely saleable under Rule 144 without
volume limitations.


 


“Registration
Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act
and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4 or Form S-8,
or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets
of another entity).


 


“Release Date”
means the date on which the Initial Shares are disbursed from escrow pursuant to Section 3 of that certain Stock Escrow Agreement dated
as of [ ], 2022 by and among the Investors and Continental Stock Transfer & Trust Company.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same
shall be in effect at the time.


 


“Sponsor”
means Phoenix Sponsor Limited, an investment fund established in the British Virgin Islands as a company limited by shares.


 


“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s
market-making activities.


 


“Units”
means the units of the Company, each comprised of one Ordinary Share, one-third of one redeemable Warrant, and one right to acquire one-tenth (1/10) of one Ordinary Share.


 


“Warrants(s)”
means the warrants of the Company.


 






    2


    


    

 


2. REGISTRATION RIGHTS.


 


2.1 Demand Registration.


 


2.1.1 Request for Registration.
At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the Private
Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii)
three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the
Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates, or the transferees
of the Investors, may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of
their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration
shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The
Company will notify, in writing, all holders of Registrable Securities of the demand, with ten (10) days of the Company’s receipt
of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities
in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding
Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company.
Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration,
subject to Section 2.1.4 and the provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate
of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.


 


2.1.2 Effective Registration.
A registration will not count as a Demand Registration until the Registration Statement filed with the Commission with respect to such
Demand Registration has been declared effective and the Company has complied with all of its obligations under this Agreement with respect
thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering of Registrable Securities
pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency
or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective, unless
and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding
Holders thereafter elect to continue the offering; provided, further, that the Company shall not be obligated to file a second Registration
Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated.


 


2.1.3 Underwritten Offering.
If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part of their written demand for
a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten
offering. In such event, the right of any holder to include its Registrable Securities in such registration shall be conditioned upon
such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting
to the extent provided herein. All Demanding Holders proposing to distribute their Registrable Securities through such underwriting shall
enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting by a majority-in-interest
of the holders initiating the Demand Registration.


 


2.1.4 Reduction of Offering.
If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the
Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to
sell, taken together with all other Ordinary Shares or other securities which the Company desires to sell and the Ordinary Shares, if
any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders
of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without
adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such
maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”), then the
Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by
the Demanding Holders (pro rata in accordance with the number of shares that each such Person has requested be included in such registration,
regardless of the number of shares held by each such Person (such proportion is referred to herein as “Pro Rata”))
that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clause (i), the Ordinary Shares or other securities that the Company desires to sell that can be sold
without exceeding the Maximum Number of Shares; and (iii) third, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities for the account of other persons that the Company is
obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum
Number of Shares.


 






    3


    


    

 


2.1.5 Withdrawal.
If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their
Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by
giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the
Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding
Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration
provided for in Section 2.1. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable
Securities in connection with such Demand Registration as provided in Section 3.3.


 


2.2 Piggy-Back Registration.


 


2.2.1 Piggy-Back Rights.
If at any time on or after the date the Company consummates a Business Combination the Company proposes to file a Registration Statement
under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable
for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or
by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement
(i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely
to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company
or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable
Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe
the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed
managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the
opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five
(5) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable
Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed
underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and
conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance
with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through
a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with
the Underwriter or Underwriters selected for such Piggy-Back Registration.


 


2.2.2 Reduction of Offering.
If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and
the holders of Registrable Securities in writing that the dollar amount or number of Ordinary Shares which the Company desires to sell,
taken together with the Ordinary Shares, if any, as to which registration has been demanded pursuant to written contractual arrangements
with persons other than the holders of Registrable Securities hereunder, the Registrable Securities as to which registration has been
requested under this Section 2.2, and the Ordinary Shares, if any, as to which registration has been requested pursuant to the written
contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Shares, then the Company
shall include in any such registration:


 


a) If the registration
is undertaken for the Company’s account: (A) first, the Ordinary Shares or other securities that the Company desires to sell that
can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clause (A), the Ordinary Shares or other securities, if any, comprised of Registrable Securities, as to which registration
has been requested pursuant to the applicable written contractual piggy-back registration rights of such security holders, Pro Rata, that
can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clauses (A) and (B), the Ordinary Shares or other securities for the account of other persons that the Company
is obligated to register pursuant to written contractual piggy-back registration rights with such persons and that can be sold without
exceeding the Maximum Number of Shares;


 






    4


    


    

 


b) If the registration
is a “demand” registration undertaken at the demand of persons other than either the holders of Registrable Securities, (A)
first, the Ordinary Shares or other securities for the account of the demanding persons that can be sold without exceeding the Maximum
Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the
Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares;
(C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), collectively
the Ordinary Shares or other securities comprised of Registrable Securities, Pro Rata, as to which registration has been requested pursuant
to the terms hereof, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number
of Shares has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other securities for the account of
other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold
without exceeding the Maximum Number of Shares.


 


2.2.3 Withdrawal.
Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any
Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration
Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written
contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement.
Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection
with such Piggy-Back Registration as provided in Section 3.3.


 


2.2.4 Registrations on
Form S-3. The holders of Registrable Securities may at any time and from time to time, request in writing that the Company register
the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such
time (“Form S-3”); provided, however, that the Company shall not be obligated to effect such request through
an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration
to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion
of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of
the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified
in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the
Company shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Form S-3 is not available for such
offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled
to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to
the public of less than $500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected
pursuant to Section 2.1.


 


3. REGISTRATION PROCEDURES.


 


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


 


3.1.1 Filing Registration
Statement. The Company shall use its best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration
pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies
or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to
be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best efforts to cause such
Registration Statement to become effective and use its best efforts to keep it effective for the period required by Section 3.1.3; provided,
however, that the Company shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration
for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case
if the Company shall furnish to the holders a certificate signed by Chief Executive Officer or Chairman of the Company stating that, in
the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders
for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise
the right set forth in this provision more than once in any 365-day period in respect of a Demand Registration hereunder.


 






    5


    


    

 


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


 


3.1.3 Amendments and Supplements.
The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration
Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance
with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement
have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such securities
have been withdrawn.


 


3.1.4 Notification.
After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such filing,
notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such holders
promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any of the following: (i)
when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective;
(iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions required to prevent
the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such
Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the
preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered
by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in the light of the circumstances
under which they were made), not misleading, and promptly make available to the holders of Registrable Securities included in such Registration
Statement any such supplement or amendment; except that before filing with the Commission a Registration Statement or prospectus or any
amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the holders of Registrable
Securities included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed
to be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents
and comment thereon, and the Company shall not file any Registration Statement or prospectus or amendment or supplement thereto, including
documents incorporated by reference, to which such holders or their legal counsel shall object.


 


3.1.5 State Securities
Laws Compliance. The Company shall use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration
Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Registrable
Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action
necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental
authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that
may be necessary or advisable to enable the holders of Registrable Securities included in such Registration Statement to consummate the
disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify
generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or subject itself
to taxation in any such jurisdiction.


 






    6


    


    

 


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


 


3.1.7 Cooperation.
The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the
Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities
hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering
and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential
investors.


 


3.1.8 Records. The
Company shall make available for inspection by the holders of Registrable Securities included in such Registration Statement, any Underwriter
participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by
any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence responsibility,
and cause the Company’s officers, directors and employees to supply all information requested by any of them in connection with
such Registration Statement.


 


3.1.9 Opinions and Comfort
Letters. In the case of any underwritten offering or if reasonably requested by any participant in any other offering pursuant to
a Registration Statement filed pursuant to this Agreement, the Company shall obtain opinions of counsel representing the Company for the
purposes of a registration pursuant to this Agreement, addressed to the holders participating in such registration, the placement agent
or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to such registration in respect of which
such opinion is being given as such holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily
included in such opinions and negative assurance letters, and reasonably satisfactory to a holders of a majority-in-interest of the Registrable
Securities included in such registration. In the case of any underwritten offering or if reasonably requested by any participant in any
other offering pursuant to a Registration Statement filed pursuant to this Agreement, the Company shall obtain a “cold comfort”
letters from the Company’s independent registered public accountants in the event of an underwritten public offering pursuant to
this Agreement, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the
managing Underwriter may reasonably request, and reasonably satisfactory to a holders of a majority-in-interest of the Registrable Securities
included in such registration. The Company shall furnish to each holder of Registrable Securities included in any Registration Statement
a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any
comfort letter from the Company’s independent public accountants delivered to any Underwriter.


 


3.1.10 Earnings Statement.
The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to its
shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, which earnings statement shall satisfy
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.


 


3.1.11 Listing. The
Company shall use its best efforts to cause all Registrable Securities included in any registration to be listed on such exchanges or
otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no
such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities
included in such registration.


 






    7


    


    

 


3.1.12 Road Show.
If the registration involves the registration of Registrable Securities involving gross proceeds in excess of $5,000,000, the Company
shall use its reasonable efforts to make available senior executives of the Company to participate in customary “road show”
presentations that may be reasonably requested by the Underwriter in any underwritten offering.


 


3.2 Obligation to Suspend
Distribution. Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.4(iv),
or, in the case of a resale registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company, pursuant to a
written insider trading compliance program adopted by the Company’s Board of Directors, of the ability of all “insiders”
covered by such program to transact in the Company’s securities because of the existence of material non-public information, each
holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities
pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended prospectus
contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact in the Company’s securities
is removed, as applicable, and, if so directed by the Company, each such holder will deliver to the Company all copies, other than permanent
file copies then in such holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of
receipt of such notice.


 


3.3 Registration Expenses.
The Company shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back
Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section 2.3, and all expenses incurred in
performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective,
including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or “blue
sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities);
(iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers
and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required by Section
3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for the Company and fees and expenses
for independent certified public accountants retained by the Company (including the expenses or costs associated with the delivery of
any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the reasonable fees and expenses of any special experts retained
by the Company in connection with such registration; (ix) the reasonable fees and expenses of one legal counsel selected by the holders
of a majority-in-interest of the Registrable Securities included in such registration; (x) preparing and printing stock certificates and
warrant certificates; (xi) the costs of any “due diligence” meetings; (xi) transfer taxes; and (xii) all fees related to transfer
and warrant agent and registrar fees. The Company shall have no obligation to pay any underwriting discounts or selling commissions attributable
to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by
such holders. Additionally, in an underwritten offering, all selling shareholders and the Company shall bear the expenses of the Underwriter
pro rata in proportion to the respective amount of shares each is selling in such offering.


 


3.4 Information. The
holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter,
if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect
the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company’s
obligation to comply with Federal and applicable state securities laws.


 


4. INDEMNIFICATION AND
CONTRIBUTION.


 


4.1 Indemnification by
the Company. The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and
each of their respective officers, employees, affiliates, directors, principals, shareholders and members, attorneys and agents, their
successors and assignees, and each person, if any, who controls an Investor and each other holder of Registrable Securities (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”),
from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon
any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of
such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus
contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon
any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein
not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the
Company and relating to action or inaction required of the Company in connection with any such registration; and the Company shall promptly
reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in
connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that
the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or
is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement,
preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity
with information furnished to the Company, in writing, by such selling holder expressly for use therein. The Company also shall indemnify
any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who
controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.


 






    8


    


    

 


4.2 Indemnification by
Holders of Registrable Securities. Each selling holder of Registrable Securities will, in the event that any registration is being
effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and
hold harmless the Company, each of its directors and officers and each Underwriter (if any), and each other selling holder and each other
person, if any, who controls another selling holder or such Underwriter within the meaning of the Securities Act, against any losses,
claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained
in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary
prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration
Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein
or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with
information furnished in writing to the Company by such selling holder expressly for use therein, and shall reimburse the Company, its
directors and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any
of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling holder’s indemnification
obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such
selling holder.


 


4.3 Conduct of Indemnification
Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect of
which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”) shall, if a claim in respect
thereof is to be made against any other person for indemnification hereunder, notify such other person (the “Indemnifying
Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure by the
Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying
Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such
failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party,
then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with
all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice
from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying
Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection
with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified
Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no
more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject to liability arising
out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and
expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party,
representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.
No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement
of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity
could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such
Indemnified Party from all liability arising out of such claim or proceeding.


 


4.4 Contribution.


 


4.4.1 If the indemnification
provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage,
liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute
to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion
as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions
or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations.
The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information
supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.


 


4.4.2 The parties hereto
agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by
any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section
4.4.1.


 


4.4.3 The amount paid or
payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party
in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no holder
of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment
of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable Securities which
gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.


 






    9


    


    

 


5. RULE 144.


 


5.1 Rule 144. The Company
covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such
further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable
such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided
by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted
by the Commission. Upon the request of any holder of Registrable Securities, the Company shall deliver to such Holder a written certification
of a duly authorized officer as to (A) whether the Company has filed (i) all reports and other materials required to be filed
pursuant to Sections 13(a) or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period
that the Company was required to file such reports and materials), other than Current Reports on Form 8-K and (ii) current “Form
10 information” (within the meaning of Rule 144 under the Securities Act) with the Commission reflecting the Company’s status
as an entity that is no longer an issuer described in paragraph (i)(1)(i) of Rule 144 under the Securities Act and (B) the first date
that the Company filed “Form 10 information” (within the meaning of Rule 144 under the Securities Act) with the Commission.


 


6. MISCELLANEOUS.


 


6.1 Other Registration
Rights. The Company represents and warrants that, except as disclosed in the Company’s registration statement on Form S-1 (File
No. 333-258795), no person, other than the holders of the Registrable Securities, has any right to require the Company to register any of
the Company’s share capital for sale or to include the Company’s share capital in any registration filed by the Company for
the sale of share capital for its own account or for the account of any other person.


 


6.2 Assignment; No Third
Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated
by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder
may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of
Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit
of each of the parties, to the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors
or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party
hereto other than as expressly set forth in Article 4 and this Section 6.2. Any additional holder of Registrable Securities may become
party to this Agreement by executing and delivering a joinder to the Company and the Sponsor in form and substance reasonably satisfactory
to the Company.


 


6.3 Notices. All notices,
demands, requests, consents, approvals or other communications (collectively, “Notices”) required or permitted
to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered
by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed as set
forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given
on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile; provided, that if such service
or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given on the next business
day. Notice otherwise sent as provided herein shall be deemed given on the next business day following timely delivery of such notice
to a reputable air courier service with an order for next-day delivery.


 


To the Company:


 


Phoenix Acquisition Limited


Regus MBFC


Marina Bay Financial Centre, Tower 35000


12 Marina Boulevard, Level 17


Singapore 018982


Attn: Mr. Wayne Christopher Farmer,
Chief Executive Officer


E-mail:
wayne@phoenix-acq.com


 


with a copy to:


 


Loeb& Loeb
LLP


2206-19 Jardine House


1 Connaught Place


Central


Hong Kong SAR


Attn: Lawrence Venick, Esq.

E-mail: levenick@loeb.com


To an Investor, to the address set forth
below such Investor’s name on Exhibit A hereto.


 






    10


    


    

 


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


 


6.5 Counterparts. This
Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute
one and the same instrument.


 


6.6 Entire Agreement.
This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and
thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous
agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.


 


6.7 Modifications and Amendments.
No amendment, modification or termination of this Agreement shall be binding upon the Company unless executed in writing by the Company.
No amendment, modification or termination of this Agreement shall be binding upon the holders of the Registrable Securities unless executed
in writing by the holders of the majority Registrable Securities.


 


6.8 Titles and Headings.
Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this
Agreement.


 


6.9 Waivers and Extensions.
Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver
will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement.
Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional.
No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach
thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or
acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.


 


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


 


6.11 Governing Law.
This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of New York applicable
to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law provisions thereof that
would compel the application of the substantive laws of any other jurisdiction. The venue for any action taken with respect to the Agreement
shall be any state or federal court in New York County in the State of New York.


 


6.12 Waiver of Trial by
Jury. Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other
proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions
contemplated hereby, or the actions of the Investor in the negotiation, administration, performance or enforcement hereof.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






    11


    


    

 


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


 


	 	COMPANY:
	 	 	 
	 	PHOENIX ACQUISITION LIMITED
	 	 	 
	 	By:	 
	 	 	Name:	Wayne Christopher Farmer 
	 	 	Title:	Chief Executive Officer


 


	 	INITIAL SHAREHOLDERS:
	 	 
	 	Phoenix Sponsor Limited
	 	 	 
	 	By:	 
	 	 	Name:	Jason Kon Man Wong 
	 	 	Title:	Director


 


	 	 
	 	Wayne Christopher Farmer 
	 	 
	 	 
	 	Francis Pak Ying Mak 
	 	 
	 	 
	 	Ichi Shih
	 	 
	 	 
	 	Cheng Peng
	 	 
	 	 
	 	Joseph Jun Chih King 


 






    12


    


    

 


EXHIBIT A


 


Name and Address of Initial Shareholders


 


To all Initial Shareholders:


 


c/o Phoenix Acquisition Limited


Regus MBFC


Marina Bay Financial Centre, Tower 35000


12 Marina Boulevard, Level 17


Singapore 018982


Attn: Mr. Wayne Christopher Farmer, Chief Executive Officer


 






    A-1