Exhibit 4.5


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this
 “Agreement”), dated as of Mrach 21, 2019, is made and entered into by and among Hunter Maritime Acquisition
Corp., a Marshall Islands corporation (the “Company”) and Zhenxin Zhang, as the representative of and
attorney-in-fact for (the “NCF Stockholders’ Representative”) each of the parties listed on Schedule
__ hereto (each an “NCF Stockholder” and a “Holder”).


 


RECITALS


 


WHEREAS, on October 5, 2018, NCF
Wealth Holdings Limited, a British Virgin Islands company (“NCF”), the Stockholders’ Representative,
the Company and Hunter Maritime (BVI) Limited, a British Virgin Islands company, entered into that certain merger agreement dated
such date (the “Merger Agreement”) pursuant to which the NCF Stockholders will receive as consideration
for the transaction contemplated by the Merger Agreement, in the aggregate, 200,000,000 (two hundred million) Class A common
shares, par value $0.0001 per share, of the Company (the “Common Shares”); and


 


WHEREAS, it is a condition to the
obligation of all parties to the Merger Agreement that this Agreement shall have been entered into and be in full force and effect;
and


 


WHEREAS, the parties desire to enter
into this Agreement, pursuant to which the Company shall grant each NCF Stockholder certain registration rights with respect to
such Common Shares, in accordance with the terms and provisions of this Agreement.


 


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


 


ARTICLE
1

DEFINITIONS


 


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


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the reasonable good faith judgment of
the Chief Executive Officer or the Chief Financial Officer of the Company, after consultation with counsel to the Company, (i) would
be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus
not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained
therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were
made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed,
and (iii) the Company has a bona fide business purpose for not making such information public.


 




     


     


    

 


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


 


“Board” shall
mean the Board of Directors of the Company.


 


“Business Combination”
shall mean the transaction contemplated by the Merger Agreement.


 


“Commission” shall
mean the U.S. Securities and Exchange Commission.


 


“Common Shares”
shall have the meaning given in the Recitals hereto.


 


“Company” shall
have the meaning given in the Preamble.


 


“Demand Registration”
shall have the meaning given in subsection 2.1.1.


 


“Demanding Holder”
shall have the meaning given in subsection 2.1.1.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Form F-1”
shall have the meaning given in subsection 2.1.1.


 


“Form F-3”
shall have the meaning given in subsection 2.3.


 


“Holders” shall
have the meaning given in the Preamble.


 


“IPO Registration Rights Agreement”
shall mean the Registration Rights Agreement dated as of November 18, 2016 between the Company and
CMB NV, as successor to the rights and obligations of Bocimar Hunter NV thereunder.


 


“Maximum Number of Securities”
shall have the meaning given in subsection 2.1.4.


 


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


 


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


 


“NCF Stockholder”
shall have the meaning given in the Recitals hereto.


 


NCF Stockholders’ Representative
shall have the meaning given in the Recitals hereto.


 


“Permitted Transferees”
shall mean a person or entity to whom a Holder of Registrable Securities is permitted, pursuant to applicable law, to transfer
such Registrable Securities prior to the effectiveness of a Registration Statement covering the resale of such Registrable Securities
pursuant hereto.


 




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“Piggyback Registration”
shall have the meaning given in subsection 2.2.1.


 


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


 


“Registrable Security”
shall mean the Common Shares issued to a Holder in connection with the closing of the Business Combination, and any other equity
security of the Company issued or issuable with respect to any such Common Share by way of a share dividend or share split or in
connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however,
that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration
Statement with respect to the sale of such securities shall be effective under the Securities Act; (B) such securities shall
have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have
been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities
Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant
to Rule 144 promulgated under the Securities Act (but with no volume or other restrictions or limitations); or (E) such
securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.


 


“Registration”
shall 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.


 


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


 


(A)         all
registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory
Authority, Inc.) and any securities exchange on which the Common Shares are then listed;


 


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


 


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


 


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


 


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


 




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(F)         reasonable
fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand
Registration to be registered for offer and sale in the applicable Registration.


 


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


 


“Requesting Holder”
shall have the meaning given in subsection 2.1.1.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.


 


“Sponsor Registration Statement”
shall mean a registration statement on Form F-3 covering only the resale by CMB NV of up to 200,000 Common Shares, and any amendment
thereto.


 


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


 


ARTICLE
2

REGISTRATIONS


 


2.1           Demand
Registration.


 


2.1.1           Request
for Registration.  Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time
to time on or after the date the Company consummates the Business Combination, the Holders of at least a majority in interest of
the then outstanding number of Registrable Securities (the “Demanding Holders”) may make a written demand
for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the
amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such
written demand a “Demand Registration”).  The Company shall, within ten (10) days of the Company’s
receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder
of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a
Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable
Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within
five (5) days after the receipt by the Holder of the notice from the Company.  Upon receipt by the Company of any such
written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have
their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall, as soon thereafter
as practicable, but not more than twenty (20) days immediately after the Company’s receipt of the Demand Registration, prepare
and file with the Commission a Registration Statement covering of all Registrable Securities requested by the Demanding Holders
and Requesting Holders pursuant to such Demand Registration and the Company shall use its reasonable best efforts to cause such
Registration Statement to be declared effective by the Commission as soon as practicable thereafter. Under no circumstances shall
the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under
this subsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration
shall not be counted for such purposes unless a Form F-1 or any similar long-form registration statement that may be available
at such time (“Form F-1”) has become effective and all of the Registrable Securities requested by the
Requesting Holders to be registered on behalf of the Requesting Holders in such Form F-1 Registration have been sold, in accordance
with Section 3.1 of this Agreement.


 




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2.1.2           Effective
Registration.  Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement,
a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement
filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission
and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided,
further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in
a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission,
federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed
not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise
terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively
elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days,
of such election; provided, further, that the Company shall not be obligated or required to file another Registration
Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration
becomes effective or is subsequently terminated.


 


2.1.3           Underwritten
Offering.  Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the
Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant
to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting
Holder (if any) 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 such Underwritten Offering to
the extent provided herein.  All such Holders proposing to distribute their Registrable Securities through an Underwritten
Offering under this subsection 2.1.3 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 Demanding Holders initiating the Demand Registration, which Underwriter(s)
shall be reasonably acceptable to the Company.


 




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2.1.4           Reduction
of Underwritten Offering.  If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand
Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the
dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell,
taken together with all other Common Shares or other equity securities that the Company desires to sell and the Common Shares,
if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held
by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can
be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method,
or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable,
the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as
follows: (i) first, the Registrable Securities subject to registration rights under the IPO Registration Rights Agreement,
(ii) second, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective
number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten
Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested
be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”))
that can be sold without exceeding the Maximum Number of Securities; (iii)  third, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (i) and (ii), the Common Shares or other equity securities
that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to
the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the
Common Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration
pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number
of Securities.


 


2.1.5           Demand
Registration Withdrawal.  A majority-in-interest of the Demanding Holders initiating a Demand Registration or any of the
Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration
pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter
or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement
filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. 
Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred
in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.


 




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2.2           Piggyback
Registration.


 


2.2.1           Piggyback
Rights.  If, at any time on or after the date the Company consummates the Business Combination, the Company proposes to
file a Registration Statement, except for the Sponsor 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,
for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company
including, without limitation, pursuant to Section 2.1 hereof), 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 give written notice of such proposed filing to all of the Holders of Registrable
Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration
Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended
method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and
(B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable
Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration
a “Piggyback Registration”).  The Company shall, in good faith, cause such Registrable Securities
to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters
of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1
to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in
such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of
distribution thereof.  All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering
under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected
for such Underwritten Offering by the Company.


 


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


 


(a)          If
the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first,
the Common Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum
Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to
subsection 2.2.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common
Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other
shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities;


 




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


 


2.2.3           Piggyback
Registration Withdrawal.  Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration
for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her
or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with
the Commission with respect to such Piggyback Registration.  The Company (whether on its own good faith determination or as
the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration
Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such
Registration Statement.  Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for
the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection
2.2.3.


 


2.2.4           Unlimited
Piggyback Registration Rights.  For purposes of clarity, any Registration effected pursuant to Section 2.2
hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.


 




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2.3           Registrations
on Form F-3.  Any Holder of Registrable Securities may at any time, and from time to time, request in writing that the
Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission),
register the resale of any or all of their Registrable Securities on Form F-3 or similar short-form registration statement
that may be available at such time (“Form F-3”); provided, however, that the Company
shall not be obligated to effect such request through an Underwritten Offering.  Within five (5) days of the Company’s
receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form F-3, the Company
shall promptly give written notice of the proposed Registration on Form F-3 to all other Holders of Registrable Securities,
and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable
Securities in such Registration on Form F-3 shall so notify the Company, in writing, within ten (10) days after the receipt
by the Holder of the notice from the Company.  As soon as practicable thereafter, but not more than twelve (12) days after
the Company’s initial receipt of such written request for a Registration on Form F-3, the Company shall file a registration
statement relating to all or such portion of such Holder’s Registrable Securities as are specified in such written request,
together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified
in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated
to effect any such Registration pursuant to Section 2.3 hereof if (i) Form F-3 is not available for such offering;
or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled
to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at an aggregate
price to the public of less than $5,000,000. Notwithstanding the foregoing provisions of this Section 2.3, if, in response to comments
received from the staff of the Commission, the Company would be unable to cause the Commission to declare the Registration Statement
effective without limiting the number of Registrable Securities included therein, such Registration Statement shall register the
resale of a number of Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission,
and, subject to the provisions of this section, the Company shall continue to use its reasonable best efforts to register all remaining
Registrable Securities as set forth herein. In such event, the number of Registrable Shares to be registered for each Holder in
the applicable Registration Statement shall be reduced pro rata among all Holders. The provisions of the second and third sentences
of this Section 2.3 shall not apply with respect to the Sponsor Registration Statement.


 


2.4           Restrictions
on Registration Rights.  If (A) during the period starting with the date thirty (30) days prior to the Company’s
good faith estimate of the date of the filing of, and ending on a date ninety (90) days after the effective date of, a Company
initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration
pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable
Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and
the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment
of the Board such Registration would be materially detrimental to the Company and the Board concludes as a result that it is essential
to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a
certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be materially detrimental
to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing
of such Registration Statement.  In such event, the Company shall have the right to defer such filing for a period of not
more than thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more
than once in any 12-month period.  Notwithstanding anything to the contrary contained in this Agreement, no Registration except
for the Sponsor Registration Statement shall be effected or permitted and no Registration Statement except for the Sponsor Registration
Statement shall become effective, with respect to any Registrable Securities held by any Holder, until after the expiration of
ninety (90) days following the effectuation of the Business Combination.


 




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ARTICLE
3

COMPANY PROCEDURES


 


3.1           General
Procedures.  If at any time on or after the date the Company consummates the Business Combination the Company is required
to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit
the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the
Company shall use commercially reasonable efforts to, as expeditiously as possible:


 


3.1.1           prepare
and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use
its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable
Securities covered by such Registration Statement have been sold;


 


3.1.2           prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the
rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and
regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration
Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement
to the Prospectus;


 


3.1.3           prior
to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies
of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case
including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement
(including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities
included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the
Registrable Securities owned by such Holders;


 


3.1.4           prior
to any public offering of Registrable Securities, 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 or take any action to which it would be subject to general service of process
or taxation in any such jurisdiction where it is not then otherwise so subject;


 




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3.1.5           cause
all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities
issued by the Company are then listed;


 


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


 


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


 


3.1.8           at
least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such
Registration Statement or Prospectus furnish a copy thereof to each seller of such Registrable Securities or its counsel;


 


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


 


3.1.10         permit
a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter
to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s
officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney
or accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter
into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure
of any such information;


 


3.1.11         obtain
a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Registration, 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 majority-in-interest of the participating
Holders;


 


3.1.12         on
the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of
counsel representing the Company for the purposes of such Registration, addressed to the placement agent or sales agent, if any,
and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is
being given as any such placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in
such opinions;


 




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3.1.13         in
the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing Underwriter of such offering;


 


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


 


3.1.15         if
the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, 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; and


 


3.1.16         otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection
with such Registration.


 


3.2           Registration
Expenses.  The Registration Expenses of all Registrations shall be borne by the Company.  It is acknowledged by the
Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’
commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.


 


3.3           Requirements
for Participation in Underwritten Offerings.  No person may participate in any Underwritten Offering for equity securities
of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s
securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes
all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary
documents as may be reasonably required under the terms of such underwriting arrangements.


 


3.4           Suspension
of Sales; Adverse Disclosure.  Upon receipt of written notice from the Company that a Registration Statement or Prospectus
contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received
copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants
to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised
in writing by the Company that the use of the Prospectus may be resumed.  If the filing, initial effectiveness or continued
use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure
or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons
beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the
filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event
more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose.  In the event the Company
exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred
to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. 
The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this
Section 3.4.


 




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


 


ARTICLE
4

INDEMNIFICATION AND CONTRIBUTION


 


4.1           Indemnification.


 


4.1.1           The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors
and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities
and expenses (including reasonable attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained
in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission
or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading,
except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly
for use therein.  The Company shall indemnify the Underwriters, their officers and directors and each person who controls
such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the
indemnification of the Holder.


 


4.1.2           In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish
to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents
and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities
and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact
contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or
any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only
to the extent that such untrue statement or omission is contained in any information furnished in writing by such Holder expressly
for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among
such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be limited to the
net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement.  The
Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such
Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification
of the Company.


 




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


 


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


 




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4.1.5           If
the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to
hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then
the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified
party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. 
The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether
any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the
indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct
or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5 shall be limited
to the amount of the net proceeds received by such Holder in such offering giving rise to such liability.  The amount paid
or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the
limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses
reasonably incurred by such party in connection with any investigation or proceeding.  The parties hereto agree that it would
not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other
method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. 
No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.


 


ARTICLE
5

MISCELLANEOUS


 


5.1           Notices. 
Any notice or communication under this Agreement must be in writing and given by (i) delivery in person or by courier service
providing evidence of delivery, or (ii) transmission by hand delivery, electronic mail, or facsimile.  Each notice or communication
that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and
received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of
notices delivered by courier service, hand delivery, electronic mail, or facsimile, at such time as it is delivered to the addressee
(with the delivery receipt or the affidavit of messenger, if any) or at such time as delivery is refused by the addressee upon
presentation.  Any notice or communication under this Agreement must be addressed, if to the Company to: [__________________]
or by email to [_______________], and, if to any Holder, at such Holder’s address
or facsimile number as set forth in the Company’s books and records.  Any party may change its address for notice at
any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective
thirty (30) days after delivery of such notice as provided in this Section 5.1.


 


5.2           Assignment;
No Third Party Beneficiaries.


 


5.2.1           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.


 


5.2.2           No
Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except
in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee.


 


5.2.3           This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors
and the permitted assigns of the Holders, which shall include Permitted Transferees.


 




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


 


5.2.5           No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate
the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1
hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the
terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). 
Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.


 


5.3           Counterparts. 
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed
an original, and all of which together shall constitute the same instrument, but only one of which need be produced.


 


5.4           Governing
Law; Venue.  NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES
EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS
AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS
OF SUCH JURISDICTION.


 


5.5           Amendments
and Modifications.  Upon the written consent of the Company and the Holders of at least a majority in interest of the
Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this
Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however,
that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity
as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in
such capacity) shall require the consent of the Holder so affected.  No course of dealing between any Holder or the Company
and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies
under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company.  No single or partial
exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other
rights or remedies hereunder or thereunder by such party.


 


5.6           Other
Registration Rights.  The Company represents and warrants that other than the beneficiaries of the IPO Registration Rights
Agreement, no person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities
of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities
for its own account or for the account of any other person.  Further, the Company represents and warrants that this Agreement
supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict
between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.


 




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5.7           Term. 
This Agreement shall terminate upon the earlier of the date as of which (i) 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) and (ii) 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.  The provisions of Section 3.5 and Article IV shall survive any termination.


 


[SIGNATURE PAGES FOLLOW]


 




    	 	17	 



     


    

 


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


 


	 	COMPANY:
	 	 
	 	HUNTER MARITIME ACQUISITION CORP.
	 	 
	 	By:  	/s/ Ludovic Saverys
	 	 	Name:	Ludovic Saverys             
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	HOLDERS:
	 	 
	 	Zhengxin Zhang, as Stockholders’ Representative
	 	 	 
	 	By:	/s/ Zhengxin Zhang

	 	 	Name:  	Zhengxin Zhang                 

	 	 	Title:	Stockholders’ Representative



 


[Signature Page to Registration
Rights Agreement]