Exhibit
10.4


 


REGISTRATION
RIGHTS AGREEMENT


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Demand
Registration” is defined in Section 2.1.1.


 


“Demanding
Holder” is defined in Section 2.1.1.


 


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


 


“Form
S-3” is defined in Section 2.3.


 


“Indemnified
Party” is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


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


 


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


 


“Investor
Indemnified Party” is defined in Section 4.1.


 


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


 


“Notices”
is defined in Section 6.3.


 


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


 


“Ordinary
Shares” means the ordinary shares of the Company, with $0.0001 par value.


 


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


 




    	 



    	 



    

 





“Private
Units” means 450,000 Units which the Sponsor is privately purchasing simultaneously with the consummation of the Company’s
initial public offering.


 


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


 


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


 


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


 


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


 


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


 


“Sponsor”
means Luminous Success LLC.


 


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


 


“Units”
means the units of the Company, each comprised of one Ordinary Share and one-half of one redeemable Warrant.


 


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


 


2.
REGISTRATION RIGHTS.


 


2.1
Demand Registration.


 


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


 




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


 


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


 


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


 


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


 




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2.2
Piggy-Back Registration.


 


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


 


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


 


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


 


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


 




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


 


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


 


3.
REGISTRATION PROCEDURES.


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


4.
INDEMNIFICATION AND CONTRIBUTION.


 


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


 




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


 


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


 


4.4
Contribution.


 


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


 




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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.


 


5.
RULE 144.


 


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


 


6.
MISCELLANEOUS.


 


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


 


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


 


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


 




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To
the Company:


 


Heroic
Empire Acquisition Limited


10/F
Tower A, Billion Centre,


Wang
Kwong Road, Kowloon Bay,


Kowloon
Hong Kong


Attn:
William Wai-Lun Ip, Chief Executive Officer


 


with
a copy to:


 


Loeb
& Loeb LLP


2206-19
Jardine House


1
Connaught Place


Central,
Hong Kong SAR


Attn:
Lawrence Venick, Esq.


 


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.


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 





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


 


	 	COMPANY:
	 	 	 
	 	HEROIC EMPIRE ACQUISITION LIMITED
	 	 	 
	 	By:	 
	 	Name:	William Wai-Lun Ip
	 	Title:	Chief Executive Officer
	 	 	 
	 	INITIAL SHAREHOLDERS:
	 	 	 
	 	Luminous Success LLC
	 	 	 
	 	By:	 
	 	Name:	Jason Kon Man Wong
	 	Title:	Manager
	 	 	 
	 	 	 
	 	 	William
    Wai-Lun Ip
	 	 	 
	 	 	 
	 	 	Satoshi
    Tominaga
	 	 	 
	 	 	 
	 	 	Gable
    F. Gao
	 	 	 
	 	 	 
	 	 	 Song
     Jing
	 	 	 
	 	 	 
	 	 	Michael
    L. Coyne


 




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EXHIBIT
A


 


Name
and Address of Initial Shareholders


 


To
all Initial Shareholders:


 


c/o
Heroic Empire Acquisition Limited


10/F
Tower A, Billion Centre,


Wang
Kwong Road, Kowloon Bay,


Kowloon
Hong Kong


Attn:
William Wai-Lun Ip, Chief Executive Officer


 




    	A-1