Exhibit 4.16



AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT



THIS AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT(this “Agreement”) effective as of the 29th day of February 2024, is made
and entered into by and among the Purchaser (as defined below) and each of the undersigned parties that are Pre-IPO Investors (as defined
below), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement (together with
the Pre-IPO Investors, the “Investors”).



WHEREAS, each of Arisz (as
defined below) and certain investors including Arisz Investment LLC (the “Sponsor”) (each such investor, a “Pre-IPO
Investor”) is a party to, and hereby consents to, this amendment and restatement of that certain Registration Rights Agreement,
dated as of November 17, 2021 (the “Original Registration Rights Agreement”), pursuant to which Arisz granted
the Pre-IPO Investors certain registration rights with respect to certain of its securities, as set forth therein;



WHEREAS, the parties thereto
have entered into that certain Agreement and Plan of Merger dated as of January 21, 2022 (as amended as of April 4, 2022, October 10,
2022, April 24, 2023, July 28, 2023 and as may be further amended, supplemented or otherwise modified from time to time, the “Merger
Agreement”), by and between Arisz Acquisition Corp. (“Arisz”) and Finfront Holding Company, a
Cayman Islands exempted company (the “Company”), pursuant to which (a) Arisz agreed to form BitFuFu Inc., a
Cayman Islands exempted company, as its wholly owned subsidiary (“Purchaser” or “PubCo”),
(b) Purchaser would form Boundary Holding Company, a Cayman Islands exempted company, as its wholly owned subsidiary (“Merger
Sub”), (c) Arisz will be merged with and into Purchaser (the “Redomestication Merger”), with Purchaser
surviving the Redomestication Merger, and (d) Merger Sub will be merged with and into the Company (the “Acquisition Merger”),
with the Company surviving the Acquisition Merger as a direct, wholly owned subsidiary of Purchaser (collectively, the “Business
Combination”);



WHERAS, on February 16, 2022
and February 22, 2022, respectively, each of PubCo and Merger Sub was incorporated under the laws of the Cayman Islands as an exempted
company and on April 4, 2022, each of PubCo and Merger Sub executed a joinder agreement along with Arisz and BitFuFu, agreeing to be bound
by the Merger Agreement as if such parties were parties thereto on the date of its signing;



WHEREAS, on December 20, 2023,
each of PubCo and Merger Sub executed a supplemental joinder agreement along with Arisz and BitFuFu, agreeing to be bound by Amendment
No. 2 to the Merger Agreement, Amendment No. 3 to the Merger Agreement and Amendment No. 4 to the Merger Agreement as if such parties
were parties thereto on the date of their signing.



WHEREAS, the Investors and
the Purchaser desire to enter into this Agreement in connection with the closing (the “Closing”) of the transactions contemplated
by the Merger Agreement to amend and restate the Original Registration Rights Agreement to provide the Investors with certain rights relating
to the registration of the securities held by them as of the date hereof on the terms and conditions set forth in this Agreement;



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.



“Blackout Period”
is defined in Section 3.1.1.



“Business Day”
means a day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law
to close.













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



“Common Stock”
means the common stock, par value $0.0001 per share, of Arisz.



“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.



“Effective Date”
means the date the parties consummate the Business Combination.



“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 or Form
F-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 shares of Common Stock issued prior to the consummation of Arisz’s initial public offering.



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



“Investor Indemnified
Party” is defined in Section 4.1.



“IPO”
means the Arisz’s initial public offering.



“IPO Escrow Agreement”
means the Stock Escrow Agreement dated as of November 17, 2021 by and among Arisz, certain of the Investors and Continental Stock Transfer
& Trust Company.



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



“Business Combination”
is defined in the preamble to this Agreement.



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



“Merger Sub”
is defined in the preamble to this Agreement.



“Notices”
is defined in Section 6.3.



“Original Registration
Rights Agreement” is defined in the preamble to this Agreement.



“Person”
means a company, corporation, association, partnership, limited liability company, organization, joint venture, trust or other legal entity,
an individual, a government or political subdivision thereof or a governmental agency.



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



“PIPE Subscription
Agreements” means the Amended and Restated Subscription Agreements and the Subscription Agreement, in each case dated as
of January 11, 2024, by and among Arisz, the Company, Purchaser and Merger Sub and the subscribers thereto (as may be amended from time
to time).





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



“Private Units”
means units various Investors privately purchased simultaneously with the consummation of Arisz’s initial public offering and when
the underwriters in Arisz’s initial public offering exercised their over-allotment option, as described in the prospectus relating
to the Arisz’s initial public offering.



“Pro Rata”
is defined in Section 2.1.4.



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



“Purchaser Ordinary
Shares” means, collectively, (i) the Class B ordinary shares of Purchaser, par value 0.0001 per share, with respect to Chipring
Technology Limited, and (ii) the Class A ordinary shares of Purchaser, par value 0.0001 per share, with respect to all other shareholders.
Each such Class B ordinary share shall have five (5) votes, and each such Class A ordinary shares shall have one (1) vote, with certain
rights and privileges set forth in the amended and restated Memorandum and Articles of Association of Redomestication Merger Surviving
Corporation, as defined in the Merger Agreement.



“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 such registration statement
becoming effective.



“Registrable Securities”
means Purchaser Ordinary Shares that are Class A ordinary shares, that Pre-IPO Investors shall receive upon the conversion of (i) the
Initial Shares (including Initial Shares transferred to third parties), (ii) the Private Units (and the private shares, private rights
and private units included therein), (iii) the Over-Allotment Units (and underlying securities and shares of Common Stock issued or issuable
upon the conversion or exercise of any such securities), if any, and (iv) any equity securities (including shares of Common Stock issued
or issuable upon the conversion or exercise of any such securities) issuable upon conversion of loans from Investors to Arisz, if any
(the “Loan Securities”), (v) shares purchased by Sponsor in a PIPE transaction at the Closing; and (vi) certain shares
of deferred compensation held by Chardan Capital Markets, LLC. Registrable Securities include any warrants, shares of capital stock or
other securities of Arisz 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 securities and shares of Common Stock issued or issuable upon the conversion or exercise of any
such securities), Over-Allotment Units (and underlying securities and shares of Common Stock issued or issuable upon the conversion or
exercise of any such securities) and Loan Securities (and underlying securities and shares of Common Stock issued or issuable upon the
conversion or exercise of any such 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 Arisz 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.
For the avoidance of doubt, Registrable Securities as of the effective date of this Agreement include the securities set forth on Schedule
A hereto.



“Registration
Statement” means a registration statement filed by Purchaser with the Commission in compliance with the Securities Act 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, F-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 the IPO Escrow Agreement.





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“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.



“Underwriter”
means, solely for the purposes of this Agreement, 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.



“Underwritten
Offering” means a Registration in which securities of the Purchaser are sold to the Underwriter in a firm commitment underwriting
for distribution to the public.



“Units”
means the units of Arisz, each comprised of one share of Common Stock, one right to receive one-twentieth (1/20) of one share of Common
Stock upon the consummation of an initial Business Combination and one warrant entitling the holder thereof to purchase three-fourths
(3/4) of one share of Common Stock.



2.REGISTRATION
RIGHTS.



2.1 Demand
Registration.



2.1.1 Request
for Demand Registration. At any time and from time to time on or after (i) the date that Arisz consummates a Business Combination
with respect to the Private Units (or underlying securities), Over-Allotment Units (or underlying securities) and Loan Securities (or
underlying securities) and 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 Arisz 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 Registrable
Securities proposed to be sold and the intended method(s) of distribution thereof. Purchaser shall notify all holders of Registrable Securities
of the 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 Purchaser within fifteen (15) days after the receipt by the holder of the notice from Purchaser. Upon any such request,
the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4
and the provisos set forth in Section 3.1.1. Purchaser shall not be obligated to effect more than an aggregate of two (2) Demand Registrations
under this Section 2.1.1 in respect of all Registrable Securities.



2.1.2 Effective
Registration. A registration will not count as a Demand Registration until (i) the Registration Statement filed with the Commission
with respect to such Demand Registration has been declared effective, and (ii) the Purchaser 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, then the Registration Statement with respect to such Demand Registration
will be deemed not to have been declared effective, unless and until, (A) such stop order or injunction is removed, rescinded or otherwise
terminated, and (B) a majority-in-interest of the Demanding Holders thereafter elect to continue the offering; provided, further,
that Purchaser 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 pursuant to Demand Registration. If a majority-in-interest of the Demanding Holders so elect and such holders so advise Purchaser
as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration
shall be in the form of an underwritten offering. In such event, the right of any holder to include its Registrable Securities in such
registration shall be conditioned upon such holder’s participation in such underwritten offering 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.





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2.1.4 Reduction
of Offering in Connection with Demand Registration. If the managing Underwriter(s) in an Underwritten Offering effected pursuant to
a Demand Registration in good faith advises Purchaser 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 Purchaser Ordinary Shares or other
securities which Purchaser desires to sell, if any, as to which a registration has been requested pursuant to separate written contractual
piggy-back registration rights held by other shareholders of Purchaser who desire to sell, exceeds the maximum dollar amount or maximum
number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution
method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum
Number of Shares”), then Purchaser 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”)) up to the maximum amount 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), Purchaser Ordinary
Shares or other securities that Purchaser 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 Purchaser Ordinary
Shares or other securities for the account of other persons that Purchaser is obligated to register pursuant to then other written contractual
arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares.



2.1.5 Demand Registration
Withdrawal.



(a) 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 Purchaser 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 this Section 2.1. Notwithstanding the forgoing, an Investor may withdraw all or any portion of its Registrable Securities
included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration
Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawal, an Investor shall no longer have
any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made.



(b) Notwithstanding
anything to the contrary in this Agreement, Purchaser shall be responsible for the registration expenses described in Section 3.3 incurred
in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this Section
2.1.5.



2.2 Piggy-Back
Registration.



2.2.1 Piggy-Back
Rights.



(a) If
at any time on or after the date Arisz consummates a Business Combination, Purchaser 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 Purchaser for its own account or for the account of shareholders of Purchaser (or by Purchaser
and by shareholders of Purchaser 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 Purchaser’s
existing shareholders, (iii) for an offering of debt that is convertible into equity securities of Purchaser or (iv) for a dividend reinvestment
plan, then Purchaser shall (x) give written notice of such proposed filing to 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”). Subject to Section 2.2.2 hereof, Purchaser shall cause such Registrable Securities
to be included in such registration and use its commercially reasonable 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 Purchaser 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
Registrable 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. Notwithstanding the provisions
set forth in the immediately preceding sentences, the right to a Piggy-Back Registration set forth under this Section 2.2.1 with respect
to the Registrable Securities shall terminate on the seventh anniversary of the Effective Date.





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2.2.2 Reduction
of Underwritten Offering in Connection with Piggy-Back Registration. If the managing Underwriter or Underwriters for a Piggy-Back
Registration that is to be an Underwritten Offering advises Purchaser and the holders of Registrable Securities participating in the Underwritten
Offering in writing that the dollar amount or number of Purchaser Ordinary Shares which Purchaser desires to sell in such Underwritten
Offering, taken together with Purchaser Ordinary Shares, if any, as to which inclusion in such Underwritten Offering has been demanded
pursuant to separate written contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable
Securities as to which inclusion in such Underwritten Offering has been requested under Section 2.2.1 above, and Purchaser Ordinary Shares,
if any, as to which inclusion in such Underwritten Offering has been requested pursuant to separate written contractual Piggy-Back Registration
rights of other shareholders of Purchaser, exceeds the Maximum Number of Shares, then Purchaser shall include in any such registration:



(a) If
the Underwritten Offering is undertaken for Purchaser’s account: (A) first, the Purchaser Ordinary Shares or other equity securities
that Purchaser desires to sell in such Underwritten Offering 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 Purchaser 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 Purchaser 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;



(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 Purchaser Ordinary Shares or other securities for the account of the demanding persons and the Purchaser 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; (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 Purchaser desires to sell 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 Purchaser Ordinary Shares or other securities for the account of other persons that Purchaser
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 Piggy-Back
Registration 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 Purchaser of such request to withdraw prior to the effectiveness
of the Registration Statement. Purchaser (whether on its own determination or as the result of a withdrawal by persons making a demand
pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration
Statement. Notwithstanding any such withdrawal, Purchaser shall pay all expenses incurred by the holders of Registrable Securities in
connection with such Piggy-Back Registration as provided in Section 3.3.





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2.3 Resale
Shelf Registration Rights.



2.3.1 Registration
Statement Covering Resale of Registrable Securities. The holders of Registrable Securities may at any time and from time to time,
request in writing that Purchaser register the resale of any or all of such Registrable Securities on Form S-3, Form F-3 or any similar
short-form registration which may be available at such time (“Form S-3/Form F-3”); provided, however, that (i) Purchaser shall
not be obligated to effect such request through an underwritten offering and (ii) Purchaser shall not be obligated to effect more than
two such requests. Upon receipt of such written request, Purchaser 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 Purchaser, 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 Purchaser; provided, however, that the Purchaser
shall not be obligated to effect any such registration pursuant to this Section 2.2.4: (i) if Form S-3 or Form F-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 Purchaser entitled
to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to
the public of less than $500,000. Registrations effected pursuant to this Section 2.3.1 shall not be counted as Demand Registrations effected
pursuant to Section 2.1.



2.3.2 Amendments
and Supplements. Subject to the provisions of Section 2.3.1 above, Purchaser shall promptly prepare and file with the Commission from
time to time such amendments and supplements to the Resale Shelf Registration Statement and Prospectus used in connection therewith as
may be necessary to keep the Resale Shelf Registration Statement effective and to comply with the provisions of the Securities Act with
respect to the disposition of all the Registrable Securities, provided that Purchaser shall not be responsible for ensuring the
Investor’s ability to utilize the prospectus contained in the Registration Statement between April 1st of each year and
the date on which Purchaser files it annual report on form 20-F (if and to the extent Purchaser qualifies as a “foreign private
issuer” defined in Rule 405 of Regulation C under the Securities Act and Rule 3b-4 under the Exchange Act), which shall be no later
than April 30th of the same year, solely due to staleness under Regulation S-X of Purchaser’s financial statements contained
or incorporated by reference therein. If any Resale Shelf Registration Statement filed pursuant to Section 2.3.1 is filed on Form S-3
or Form F-3 and thereafter the Purchaser becomes ineligible to use Form S-3 or Form F-3 for secondary sales, Purchaser shall promptly
notify the holders of such ineligibility and use its commercially reasonable efforts to file a shelf registration on an appropriate form
as promptly as practicable to replace the shelf registration statement on Form S-3 or Form F-3 and have such replacement Resale Shelf
Registration Statement declared effective as promptly as practicable and to cause such replacement Resale Shelf Registration Statement
to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Resale Shelf Registration Statement
is available or, if not available, that another Resale Shelf Registration Statement is available, for the resale of all the Registrable
Securities held by the holders until all such Registrable Securities have ceased to be Registrable Securities; provided, however, that
at any time Purchaser once again becomes eligible to use Form S-3 or Form F-3, Purchaser shall cause such replacement Resale Shelf Registration
Statement to be amended, or shall file a new replacement Resale Shelf Registration Statement, such that the Resale Shelf Registration
Statement is once again on Form S-3 or Form F-3.



2.3.3 SEC
Cutback. Notwithstanding the registration obligations set forth in this Section 2.3, in the event the Commission informs Purchaser
that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering
on a single registration statement, Purchaser agrees to promptly (i) inform each of the holders thereof and use its commercially reasonable
efforts to file amendments to the Resale Shelf Registration Statement as required by the Commission and/or (ii) withdraw the Resale Shelf
Registration Statement and file a new registration statement (a “New Registration Statement”) on Form S-3 or
Form F-3, or if Form S-3 or Form F-3 is not then available to Purchaser for such registration statement, on such other form available
to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New
Registration Statement, Purchaser shall use its commercially reasonable efforts to advocate with the Commission for the registration of
all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests
of the Commission staff (the “SEC Guidance”). Notwithstanding any other provision of this Agreement, if any
SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement
as a secondary offering (and notwithstanding that the Purchaser used diligent efforts to advocate with the Commission for the registration
of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to further limit its Registrable
Securities to be included on the Registration Statement, the number of Registrable Securities to be registered on such Registration Statement
will be reduced Pro Rata among all such selling shareholders whose securities are included in such Registration Statement, subject to
a determination by the Commission that certain holders must be reduced first based on the number of Registrable Securities held by such
holders. In the event Purchaser amends the Resale Shelf Registration Statement or files a New Registration Statement, as the case may
be, under clauses (i) or (ii) above, the Purchaser will use its commercially reasonable efforts to file with the Commission, as promptly
as allowed by Commission or SEC Guidance provided to the Purchaser or to registrants of securities in general, one or more registration
statements on Form S-3 or Form F-3 or such other form available to register for resale those Registrable Securities that were not registered
for resale on the Resale Shelf Registration Statement, as amended, or the New Registration Statement.





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2.3.4 Underwritten
Shelf Takedown. At any time and from time to time after a Resale Shelf Registration Statement has been declared effective by the Commission,
the holders of Registrable Securities may request to sell all or any portion of the Registrable Securities in an underwritten offering
that is registered pursuant to the Resale Shelf Registration Statement (each, an “Underwritten Shelf Takedown”);
provided, however, that Purchaser shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities
with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed,
in the aggregate, $10,000,000. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to Purchaser at least
ten (10) days prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable
Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions)
of such Underwritten Shelf Takedown. Purchaser shall include in any Underwritten Shelf Takedown the securities requested to be included
by any holder (each a “Takedown Requesting Holder”) at least 48 hours prior to the public announcement of such
Underwritten Shelf Takedown pursuant to written contractual piggyback registration rights of such holder (including those set forth herein).
All such holders proposing to distribute their Registrable Securities through an Underwritten Shelf Takedown under this subsection 2.3.4
shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest
of the Takedown Requesting Holders initiating the Underwritten Shelf Takedown.



2.3.5 Reduction
of Underwritten Shelf Takedown. If the managing Underwriter(s) in an Underwritten Shelf Takedown, in good faith, advise Purchaser
and the Takedown Requesting Holders in writing that the dollar amount or number of Registrable Securities that the Takedown Requesting
Holders desire to sell, taken together with all other Purchaser Ordinary Shares or other equity securities that the Purchaser desires
to sell, exceeds the Maximum Number of Shares, then Purchaser shall include in such Underwritten Shelf Takedown, as follows: (i) first,
the Registrable Securities of the Takedown Requesting Holders, on a Pro Rata basis, that can be sold without exceeding the Maximum Number
of Shares; and (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 equity securities that the Purchaser desires to sell, which can be sold without exceeding the Maximum Number of Shares.



2.3.6 Registrations
effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1. Under no circumstances
shall Purchaser be obligated to effect more than an aggregate of three (3) Underwritten Shelf Takedowns in any 12-month period.



3.REGISTRATION
PROCEDURES.



3.1 Filings;
Information. Whenever Purchaser is required to effect the registration of any Registrable Securities pursuant to Section 2, Purchaser
shall use its commercially reasonable 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:





8







3.1.1 Filing
Registration Statement; Restriction on Registration Rights. Purchaser shall (A) use its commercially reasonable best efforts to, as
expeditiously as possible after receipt of a request for a Demand Registration pursuant to Section 2.1, but in no event later than (i)
30 calendar days following the Effective Date prepare and file with the Commission a Registration Statement on any form for which Purchaser
then qualifies or which counsel for the Purchaser shall deem appropriate and which form shall be available for the sale of all Registrable
Securities to be registered thereunder for resale in accordance with the intended method(s) of distribution thereof; provided however,
that (i) the Sponsor shall, and shall cause its representatives (including financial advisors and the auditor of Parent) to furnish information
(including but not limited to pro forma financial statements to be prepared by the auditor of the Parent) and consent required for the
filing of the Registration Statement, and (ii) the Purchaser shall have received such information and consent referred in (i) necessary
for the filing of the Registration Statement at least five Business Day prior to the filing; (B) use its commercially reasonable efforts
to have the Registration Statement declared effective by the Commission by (x) the 10th Business Day after the date Purchaser
is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be reviewed by the
Commission, or (y) by the 120th calendar day after the date of the initial filing thereof, if such Registration Statement is subject to
review by the Commission; (C) use its commercially best efforts to maintain the effectiveness of the Registration Statement until the
earlier of (i) the two (2) year anniversary of the date of the effectiveness thereof and (ii) the date upon which all of the Registrable
Securities held by Sponsor or its affiliates have been sold or are no longer outstanding; and (D) following either (i) the effectiveness
of the Resale Registration Statement, or (ii) the one year anniversary of the Effective Date (if relying on Rule 144 under the Securities
Act), in each case, upon Sponsor's request and provided that the holders of Registrable Securities provide any reasonably requested representation
letters, (x) promptly instruct and cause its legal counsel to promptly provide the necessary “blanket” legal opinion(s) to
the Purchaser’s duly appointed transfer agent for the Registrable Securities (the “Transfer Agent”) so that such Transfer
Agent may remove any “restrictive legends” from the Registrable Securities held by the Sponsor or its affiliates, and (y)
take all actions reasonably required to cause its Transfer Agent to remove any such “restrictive legends,” in each case, so
that such Registrable Securities may be resold and freely tradeable by the holders of Registrable Securities; provided, however, that
Purchaser 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 Purchaser
shall furnish to the holders a certificate signed by Chief Executive Officer or Chairman of Purchaser stating that, in the good faith
judgment of the Board of Directors of the Purchaser, it would be materially detrimental to Purchaser and its stockholders for such Registration
Statement to be effected at such time; provided further, however, that Purchaser shall not have the right to exercise the right set forth
in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder.



3.1.2 Effect
of Failure to File of any Registration Statement. If (i) a Registration Statement covering the resale of all of the Sponsor’s
Registrable Securities is (A) not filed with the SEC on or before the 30th calendar day after the Closing (“Filing Deadline”)
for such Registration Statement (a “Filing Failure”) then in accordance with Section 3.1.1, the Company shall
pay to Sponsor immediately an amount in cash equal to $3,000 for each day on which a Filing Failure exits until such Registration Statement
is subsequently filed with the SEC.



3.1.3 Copies.
Purchaser 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, 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.



3.1.4 Amendments
and Supplements. Purchaser 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, provided that Purchaser shall not be responsible for ensuring the Investor’s
ability to utilize the prospectus contained in the Registration Statement between April 1st of each year and the date on which
Purchaser files it annual report on form 20-F (if and to the extent Purchaser qualifies as a “foreign private issuer” defined
in Rule 405 of Regulation C under the Securities Act and Rule 3b-4 under the Exchange Act), which shall be no later than April 30th
of the same year, solely due to staleness under Regulation S-X of Purchaser’s financial statements contained or incorporated by
reference therein.





9







3.1.5 Notification.
After the filing of a Registration Statement, Purchaser 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 Purchaser 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 not misleading, and promptly make available to the holders
of Registrable Securities included in such Registration Statement any such supplement or amendment.



3.1.6 State
Securities Laws Compliance. Purchaser shall use its commercially reasonable efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States
as 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 Purchaser
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 Purchaser shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required
to qualify but for this paragraph or subject itself to taxation in any such jurisdiction.



3.1.7 Agreements
for Disposition. Purchaser shall enter into customary agreements (including, if applicable, an underwriting agreement in customary
form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities.
The representations, warranties and covenants of Purchaser in any underwriting agreement which are made to or for the benefit of any Underwriters,
to the extent applicable, shall also be made to and for the benefit of 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.



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



3.1.9 Records.
Purchaser 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 Purchaser, as shall be necessary to enable them to exercise their due diligence responsibility,
and cause Purchaser’s officers, directors and employees to supply all information requested by any of them in connection with such
Registration Statement.





10







3.1.10 [Intentionally
left blank]



3.1.11 Earnings
Statement. Purchaser shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available
to its stockholders, 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.



3.1.12 Listing.
Purchaser shall use its commercially reasonable 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 Purchaser 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.



3.1.13 Road
Show. If the registration involves the registration of Registrable Securities involving gross proceeds in excess of $25,000,000, Purchaser
shall use its reasonable efforts to make available senior executives of Purchaser to participate in customary “road show”
presentations that may be reasonably requested by the Underwriter in any Underwritten Offering.



3.1.14 Regulation
M. Purchaser shall take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, that, to
the extent that any prohibition is applicable to Purchaser, Purchaser will take all reasonable action to make any such prohibition inapplicable.



3.2 Obligation
to Suspend Distribution. Upon receipt of any notice from Purchaser of the happening of any event of the kind described in Section
3.1.4(iv), or, in the case of a resale registration on Form S-3 or Form F-3 pursuant to Section 2.3 hereof, upon any suspension by Purchaser,
pursuant to a written insider trading compliance program adopted by Purchaser’s Board of Directors, of the ability of all “insiders”
covered by such program to transact in Purchaser’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 Purchaser’s securities
is removed, as applicable, and, if so directed by the Purchaser, each such holder will deliver to Purchaser 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. Purchaser 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 or Form F-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) Purchaser’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 3.1.10; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for Purchaser and fees and
expenses for independent certified public accountants retained by the Purchaser; (viii) the reasonable fees and expenses of any special
experts retained by the Purchaser in connection with such registration; and (ix) the reasonable fees and expenses of one legal counsel
(not to exceed $25,000) selected by the holders of a majority-in-interest of the Registrable Securities included in such registration.
The Purchaser shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities
being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally, in
an underwritten offering, all selling stockholders and the Purchaser shall bear the expenses of the Underwriter pro rata in proportion
to the respective amount of shares each is selling in such offering.





11







3.4 Holders’
Information. The holders of Registrable Securities shall provide such information as may reasonably be requested by Purchaser, 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 Purchaser’s obligation to comply with Federal and applicable state securities laws.



4.INDEMNIFICATION
AND CONTRIBUTION.



4.1 Indemnification
by Purchaser. Purchaser agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and each
of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, 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 (or incorporated by reference in) any Registration Statement under which the sale of such Registrable
Securities was registered under the Securities Act, any Prospectus contained in the Registration Statement, or free writing prospectus
(as defined in Rule 405 under the Securities Act or any successor rule thereto), or any amendment or supplement to such Registration Statement,
or any filing under any state securities law required to be filed or furnished, or arising out of or based upon any omission (or alleged
omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation
by Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to Purchaser and relating to action or
inaction required of Purchaser in connection with any such registration; and Purchaser shall promptly reimburse the Investor Indemnified
Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and
defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Purchaser 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, Prospectus, or free writing
prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Purchaser, in writing,
by such selling holder expressly for use therein, and shall reimburse Purchaser, 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. Purchaser also shall indemnify any Underwriter of the Registrable Securities, their
officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter (within the meaning of the
Securities Act or the Exchange Act, as applicable) on substantially the same basis as that of the indemnification provided above in this
Section 4.1.



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 Purchaser, each of its directors, officers, agents and employees, each Person, if any, who controls Purchaser (within the
meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), 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, and the
directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, 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) (including, without limitation, reasonable attorneys’ fees and other expenses) 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 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 Purchaser by such selling holder expressly for use
therein, and shall reimburse Purchaser, 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.





12







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; provided, however, that the Indemnifying Party shall only be obligated to
pay the fees and expenses of one such separate counsel for all Indemnified Parties in such circumstances. 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. In addition, no Indemnified Party, in any action or pending or threatened proceeding,
or based on any claim, in which it may seek indemnification hereunder from any Indemnifying Party, shall consent to entry of judgment
or effect any settlement of any such action, claim or proceeding without such Indemnifying Party’s prior written consent.



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.





13







5.RULE
144.



5.1 Rule
144. Purchaser covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and
shall take such further action as 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 “Rule 144”), as such Rules may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission.



6.MISCELLANEOUS.



6.1 Other
Registration Rights. Purchaser represents and warrants that, except as disclosed in Arisz’s registration statement on Form S-1
(File No. 333-260644) and registration rights granted to certain investors pursuant to the PIPE Subscription Agreements, no person, other
than the holders of the Registrable Securities, has any right to require Purchaser to register any of Purchaser’s share capital
for sale or to include Purchaser’s share capital in any registration filed by Purchaser 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 Purchaser hereunder may not be assigned or
delegated by Purchaser 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.



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 Purchaser:



BitFuFu Inc.
111 North Bridge Road, #15-01
Peninsula Plaza, Singapore 179098
Attention: Liang Lu
Email: leo@bitfufu.com



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



Wilson Sonsini Goodrich & Rosati
Professional Corporation
Unit 2901, 29F, Tower C, Beijing Yintai Centre
No. 2 Jianguomenwai Avenue
Chaoyang District, Beijing 100022
The People’s Republic of China
Attention: Dan Ouyang, Esq./Ke Li, Esq.
Email: douyang@wsgr.com/keli@wsgr.com



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



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.





14







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. Any term of this Agreement may be amended, modified or terminated and the observance of any term of this Agreement
may be waived (either generally or in a particular instance, and either retroactively or prospectively) with the written consent of the
Purchaser and the holders of a majority of the Registrable Securities then outstanding.



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 Purchaser 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.



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.



6.13 Term.
This Agreement shall terminate upon the earlier of (i) the third anniversary of the date of this Agreement or (ii) the date as of which
(A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period
referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission))
or (B) the holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision)
under the Securities Act without limitation on the amount of securities sold or the manner of sale.



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15







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



BITFUFU INC.



|By:    |  | 
|------ |  | 
|Name:  |  | 
|Title: |  | 











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



Pre-IPO Investors:



|[NAME OF PRE-IPO INVESTORS] | 
|--------------------------- | 
|                            | 
|By:                         | 
|Name:                       | 
|Title:                      | 











EXHIBIT A











Schedule A