Exhibit 10.5


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights
Agreement, dated as of December 17, 2019 (this “Agreement”), is made and entered into by and among New Frontier
Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“NFC”),
and the Founder Parties (as such term is defined in the Transaction Agreement among NFC, certain of its Subsidiaries, Healthy Harmony
Holdings, L.P., such Founder Parties and certain other parties (the “Transaction Agreement”)). Capitalized terms
used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Transaction Agreement.


 


RECITALS


 


WHEREAS, in connection
with the consummation of the transactions contemplated by the Transaction Agreement, the parties hereto desire to enter into this
Agreement in order to grant certain registration rights to each Holder as hereinafter set forth.


 


NOW, THEREFORE, in
consideration of the premises and of the mutual promises, representations, warranties, covenants, conditions and agreements contained
herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound by the terms hereof, agree as follows:


 


1.                 
Defined Terms. As used in this Agreement (i) the following terms shall have the meaning ascribed to them below, and
(ii) other capitalized terms not defined herein have the meaning ascribed to them in the Purchase Agreements.


 


“Agreement”
has the meaning set forth in the preamble.


 


“Business
Day” means any day except Saturday, Sunday and any day that is a federal legal holiday in the United States.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, together with the rules and regulations of the SEC promulgated
thereunder.


 


“Filing Deadline”
means the 30th day following the Closing.


 


“Holders”
means the Founder Parties.


 


“Long-Form
Registration Statement” has the meaning set forth in Section 2(a).


 


“Ordinary
Shares” means NFC’s Class A ordinary shares, par value $0.0001 per share.


 


“Prospectus”
means the prospectus that forms a part of the Registration Statement and is used in connection therewith.


 






     


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“Registrable
Securities” means any (a) Ordinary Shares issued or issuable in connection with the transactions contemplated by the
Transaction Agreement and beneficially owned by a Holder, and (b) any Ordinary Shares issued or issuable with respect to any shares
described in clause (a) above by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or
otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, or other reorganization
or similar event with respect to the Ordinary Shares (it being understood that, for purposes of this Agreement, a person shall
be deemed to be a holder of Registrable Securities whenever such person has the right to then acquire or obtain from NFC any Registrable
Securities, whether or not such acquisition has actually been effected). As to any particular Registrable Securities, such securities
shall cease to be Registrable Securities when (i) such securities are sold under circumstances in which all of the applicable conditions
of Rule 144 under the Securities Act are met, (ii) such securities become eligible for sale pursuant to Rule 144 without volume
or manner-of-sale restrictions and without the requirement for NFC to be in compliance with the current public information requirement
under Rule 144(c)(1), (iii) such securities are transferred to a person or entity other than an Affiliate of the Holder and the
Holder does not expressly assign its rights under this Agreement with respect to such securities to the transferee, or (iv) such
securities have ceased to be outstanding.


 


“Registration
Statement” means any Short-Form Registration Statement and Long-Form Registration Statement and shall include any final
Prospectus, exhibit, supplement or amendment included in or relating to, and any document incorporated by reference in, the Registration
Statement (or deemed to be a part thereof).


 


“Rule 144”
means Rule 144 adopted by the SEC under the Securities Act or any successor rule.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


“Securities
Act” means the Securities Act of 1933, as amended, together with the rules and regulations of the SEC promulgated thereunder.


 


“Selling Shareholder”
means a Holder, its respective executive officers and directors and each person, if any, who controls the Holder within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act.


 


“Short-Form
Registration Statement” has the meaning set forth in Section 2(a).


 


“Suspension”
has the meaning set forth in Section 3(b).


 


“Suspension
Notice” has the meaning set forth in Section 3(b).


 


“Transaction
Agreement” has the meaning set forth in the recitals.


 


2.                 
Registration Procedures and Expenses.


 


(a)              
NFC will prepare and file with the SEC, as promptly as reasonably practicable following the Closing, but in no event later
than the Filing Deadline, a registration statement on Form S-3 or Form F-3 (or any successor thereto) as applicable covering the
resale of the Registrable Securities (the “Short-Form Registration Statement”), and as soon as reasonably practicable
thereafter but in no event later than 15 days following the filing of the Short-Form Registration Statement (45 days in the event
of a full review of the Short-Form Registration Statement by the SEC), use best efforts to cause such registration statement to
be declared effective under the Securities Act. In the event that Form S-3 or Form F-3 (or any successor thereto) as applicable
is or becomes unavailable to register the resale of the Registrable Securities at any time prior to the expiration of all Holders’
registration rights pursuant to this Agreement, NFC will prepare and file with the SEC, as promptly as reasonably practicable following
the Closing but in no event later than the Filing Deadline, a registration statement on Form S-1 or Form F-1 (or any successor
thereto) as applicable covering the resale of the Registrable Securities (the “Long-Form Registration Statement”),
and as soon as reasonably practicable thereafter but in no event later than 30 days following the filing of the Long-Form Registration
Statement (60 days in the event of a full review of the Long-Form Registration Statement by the SEC), use best efforts to cause
such registration statement to be declared effective under the Securities Act.


 






     


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(b)              
NFC will use its reasonable best efforts to:


 


(i)                
prepare and file with the SEC such amendments and supplements to the Registration Statement and the Prospectus as may be
necessary or advisable to keep the Registration Statement continuously effective and current for the Registrable Securities held
by the Holders for a period ending on the earlier of (i) the date on which all Ordinary Shares initially required to be registered
pursuant to this Agreement cease to be Registrable Securities or (ii) such time as all Registrable Securities have been sold pursuant
to a registration statement or Rule 144. NFC will notify each Holder promptly upon the Registration Statement and each post-effective
amendment thereto being declared effective by the SEC and advise each Holder that the form of Prospectus contained in the Registration
Statement or post-effective amendment thereto, as the case may be, at the time of effectiveness meets the requirements of Section
10(a) of the Securities Act or that it intends to file a Prospectus pursuant to Rule 424(b) under the Securities Act that meets
the requirements of Section 10(a) of the Securities Act;


 


(ii)             
furnish to each Holder and its representatives and counsel in advance of filing the Registration Statement or the Prospectus
or any amendment or supplement thereto a copy of a reasonably complete draft of such Registration Statement or Prospectus or any
amendment or supplement thereto, and provide Holder the opportunity to object to any information pertaining to Holder that is contained
therein and make necessary corrections reasonably requested by Holder with respect to such information prior to filing the Registration
Statement or the Prospectus or any amendment or supplement thereto;


 


(iii)           
furnish to each Holder with respect to the Registrable Securities registered under the Registration Statement such number
of copies of the Registration Statement and the Prospectus (including supplemental prospectuses) filed with the SEC in conformance
with the requirements of the Securities Act and other such documents as the Holder may reasonably request, in order to facilitate
the public sale or other disposition of all or any of the Registrable Securities by the Holder;


 


(iv)            
make any necessary blue sky filings;


 


(v)              
advise the Holders, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the
SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose;
and it will promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal
at the earliest possible moment if such stop order should be issued; and


 






     


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(vi)            
with a view to making available to each Holder the benefits of Rule 144 and any other rule or regulation of the SEC that
may at any time permit the Holder to sell Registrable Securities to the public without registration, NFC covenants and agrees to
use its reasonable best efforts to: (i) make and keep public information available, as those terms are understood and defined in
Rule 144, until the earlier of (A) such date as all of the Registrable Securities qualify to be resold immediately without restriction,
and without regard for whether NFC has filed and made available the information contemplated by Rule 144(c)(1), pursuant to Rule
144 or (B) such date as all of the Registrable Securities shall have been resold pursuant to Rule 144 (and may be further resold
without restriction); (ii) file with the SEC in a timely manner all reports and other documents required of NFC under the Securities
Act and under the Exchange Act; and (iii) furnish to the Holder upon request, as long as the Holder owns any Registrable Securities,
(A) a written statement by NFC as to whether it has complied with the reporting requirements of the Securities Act and the Exchange
Act, and (B) such other information as may be reasonably requested in order to avail the Holder of any rule or regulation of the
SEC that permits the selling of any such Registrable Securities without registration.


 


(c)              
NFC will pay the expenses incurred by NFC and each Holder in complying with this Agreement, including, without limitation,
all registration and filing fees, FINRA fees, exchange listing fees, fees of transfer agents and registrars, printing expenses,
fees and disbursements of counsel, including Founder Parties’ counsel fees up to a maximum of $20,000 plus disbursements,
and independent reserve engineers for NFC, blue sky fees and expenses and the expense of any special audits incident to or required
by any such registration (but excluding and all underwriting discounts and selling commissions applicable to the sale of Registrable
Securities by the Holders).


 


(d)              
NFC understands that each Holder disclaims being an underwriter but acknowledges that a determination by the SEC that a
Holder is deemed an underwriter shall not relieve NFC of any obligations it has hereunder.


 


3.                 
Transfer of Shares After Registration; Suspension.


 


(a)              
Except in the event that Section 3(b) applies, NFC shall: (i) prepare and file from time to time with the SEC a post-effective
amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document
incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading, and so that, as thereafter delivered to each Holder, such Prospectus will not contain an untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading; (ii) provide the Holders copies of any documents filed
pursuant to clause (i) above; and (iii) upon request, inform each Holder in writing that NFC has complied with its obligations
in Section 2(b)(i) (or that, if NFC has filed a post-effective amendment to the Registration Statement which has not yet been declared
effective, NFC will notify the Holder in writing to that effect, will use its commercially reasonable best efforts to secure the
effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Holder pursuant to Section
2(b)(i) when the amendment has become effective).


 






     


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(b)              
In the event: (i) of any request by the SEC during the period of effectiveness of the Registration Statement for amendments
or supplements to the Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC
of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose;
(iii) of the receipt by NFC of any notification with respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose; or (iv)
of any event or circumstance which necessitates the making of any changes in the Registration Statement or Prospectus, or any document
incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not
contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of
a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading; then NFC shall promptly deliver a certificate in writing
to the Holders (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension
Notice, the Holders will refrain from selling any Registrable Securities pursuant to the Registration Statement (a “Suspension”)
until the Holders are advised in writing by NFC that the current Prospectus may be used, and have received copies from NFC of any
additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. In the event
of any Suspension, NFC will use its commercially reasonable best efforts to cause the use of the Prospectus so suspended to be
resumed as soon as practicable after delivery of a Suspension Notice to the Holders. In addition to and without limiting any other
remedies (including, without limitation, at law or at equity, or pursuant to Section 2(d)) available to NFC and the Holders, NFC
and the Holders shall be entitled to specific performance in the event that the other party fails to comply with the provisions
of this Section 3(b).


 


(c)              
If a Suspension is not then in effect, each Holder may sell Registrable Securities under the Registration Statement, provided
that it complies with any applicable prospectus delivery requirements. The Holders may use the last form of the Prospectus publicly
available on NFC’s database at sec.gov as authorized for such delivery requirement unless they have been notified in writing
otherwise, and the reason therefore, by NFC. Upon receipt of a request therefor, NFC will provide an adequate number of current
Prospectuses to each Holder and to any other parties reasonably requiring such Prospectuses.


 


4.                 
Indemnification.


 


(a)              
NFC agrees to indemnify and hold harmless each Selling Shareholder from and against any losses, claims, damages or liabilities
to which such Selling Shareholder may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages
or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon (i) any untrue statement of a material
fact in the Registration Statement or omission to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading, (ii) any inaccuracy in the representations
and warranties of NFC contained in this Agreement or the failure of NFC to perform its obligations hereunder or (iii) any failure
by NFC to fulfill any undertaking included in the Registration Statement, and NFC will reimburse such Selling Shareholder for any
reasonable legal expense or other actual accountable out-of-pocket expenses reasonably incurred in investigating, defending or
preparing to defend any such action, proceeding or claim; provided, however, that NFC shall not be liable in any such case to the
extent that such loss, claim, damage or liability arises out of, or is based upon, an untrue statement in the Registration Statement
or omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, in reliance upon and in conformity with written information furnished
to NFC by or on behalf of such Selling Shareholder specifically for use in preparation of the Registration Statement or the failure
of such Selling Shareholder to comply with its covenants and agreements contained herein or any statement or omission in any Prospectus
that is corrected in any subsequent Prospectus that was delivered to the Selling Shareholder prior to the pertinent sale or sales
by the Selling Shareholder. The indemnity provided in this Section 4(a) shall remain in full force and effect regardless of any
investigation made by or on behalf of a Selling Shareholder and shall survive any transfer of Registrable Securities by such Selling
Shareholder.


 






     


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(b)              
Each Holder severally (as to itself), and not jointly, agrees to indemnify and hold harmless NFC (and each person, if any,
who controls NFC within the meaning of Section 15 of the Securities Act, each officer of NFC who signs the Registration Statement
and each director of NFC) from and against any losses, claims, damages or liabilities to which NFC (or any such officer, director
or controlling person) may become subject (under the Securities Act or otherwise), to the extent that such losses, claims, damages
or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, (i) any failure by that Holder to
comply with the covenants and agreements contained herein or (ii) any untrue statement of a material fact contained in the Registration
Statement if, and only if, such untrue statement was made in reliance upon and in conformity with written information furnished
by or on behalf of that Holder specifically for use in preparation of the Registration Statement, and that Holder will reimburse
NFC (or such officer, director or controlling person, as the case may be), for any reasonable legal expense or other reasonable
actual accountable out-of-pocket expenses reasonably incurred in investigating, defending or preparing to defend any such action,
proceeding or claim. The obligation to indemnify and reimburse expenses shall be limited to the net amount of the proceeds received
by the Holder from the sale of the Registrable Securities pursuant to the Registration Statement.


 


(c)              
Promptly after receipt by any indemnified person of a notice of a claim or the beginning of any action in respect of which
indemnity is to be sought against an indemnifying person pursuant to this Section 4, such indemnified person shall notify the indemnifying
person in writing of such claim or of the commencement of such action, but the omission to so notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party under this Section 4 (except to the extent that such
omission materially and adversely affects the indemnifying party’s ability to defend such action) or from any liability otherwise
than under this Section 4. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified
person, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice
delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled
to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying
person to such indemnified person of its election to assume the defense thereof (unless it has failed to assume the defense thereof
and appoint counsel reasonably satisfactory to the indemnified party), such indemnifying person shall not be liable to such indemnified
person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof; provided,
however, that if there exists or shall exist a conflict of interest that would make it inappropriate, in the reasonable opinion
of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person
or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel (who shall not be the
same as the opining counsel) at the expense of such indemnifying person; provided, however, that no indemnifying person shall be
responsible for the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified
parties. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless
the indemnifying person shall have approved the terms of such settlement; provided that such consent shall not be unreasonably
withheld, conditioned or delayed. No indemnifying person shall, without the prior written consent of the indemnified person, effect
any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could reasonably have been
a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional
release of such indemnified person from all liability on claims that are the subject matter of such proceeding.


 






     


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(d)              
If the indemnification provided for in this Section 4 is unavailable to or insufficient to hold harmless an indemnified
party under subsections 4(a) or 4(b) above in respect of any losses, claims, damages or liabilities (or actions or proceedings
in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate
to reflect the relative fault of NFC on the one hand and the liable Holder on the other in connection with the statements or omissions
or other matters which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, in the case
of an untrue statement, whether the untrue statement relates to information supplied by NFC on the one hand or the liable Holder
on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such
untrue statement. NFC and the Holders agree that it would not be just and equitable if contribution pursuant to this subsection
4(d) were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable
considerations referred to above in this subsection 4(d). The amount paid or payable by an indemnified party as a result of the
losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection 4(d) will be deemed
to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this subsection 4(d), no Holder will be required to contribute any
amount in excess of the amount by which the net amount received by that Holder from the sale of the Registrable Securities to which
such loss relates exceeds the amount of any damages which that Holder has otherwise been required to pay to NFC by reason of such
untrue statement. 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. The Holders’ obligations
in this subsection to contribute are several and not joint.


 


(e)              
The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel
during the negotiations regarding the provisions hereof including, without limitation, the provisions of this Section 4, and are
fully informed regarding said provisions. They further acknowledge that the provisions of this Section 4 fairly allocate the risks
in light of the ability of the parties to investigate NFC and its business in order to assure that adequate disclosure is made
in the Registration Statement as required by the Securities Act and the Exchange Act.


 






     


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(f)               
The obligations of NFC and of the Holders under this Section 4 shall survive completion of any offering of Registrable Securities
pursuant to the Registration Statement. No indemnifying party, in the defense of any such claim or litigation, shall, except with
the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as
an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional
release from all liability in respect to such claim or litigation.


 


5.                 
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities
owned by a Holder, NFC will furnish (or, to the extent such information is available electronically through NFC’s filings
with the SEC, NFC will make available via the SEC’s EDGAR system or any successor thereto) to each Holder:


 


(a)              
as soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders (which Annual Report shall
contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified
public accountants) and (ii) if not included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K
(the foregoing, in each case, excluding exhibits);


 


(b)              
upon the request of an Holder, all exhibits excluded by the parenthetical to subparagraph (a)(ii) of this Section 5 as filed
with the SEC and all other information that is made available to stockholders; and


 


(c)              
upon the reasonable request of an Holder, an adequate number of copies of the Prospectuses to supply to any other party
requiring such Prospectuses; and NFC, upon the reasonable request of an Holder, will meet with each Holder or its representatives
at NFC’s headquarters during NFC’s normal business hours to discuss all information relevant for disclosure in the
Registration Statement covering the Registrable Securities and will otherwise reasonably cooperate with any Holder’s investigation
for the purpose of reducing or eliminating the Holder’s exposure to liability under the Securities Act, including the reasonable
production of information at NFC’s headquarters; provided, that NFC shall not be required to disclose any confidential information
to or meet at its headquarters with an Holder until and unless that Holder shall have entered into a confidentiality agreement
in form and substance reasonably satisfactory to NFC with NFC with respect thereto.


 


6.                 
Assignment of Registration Rights. The rights to cause NFC to register Registrable Securities pursuant to this Agreement
may be assigned by a Holder to a party that acquires, other than pursuant to the Registration Statement or Rule 144, any of the
Registrable Securities, or to any Affiliate of an Holder that acquires any Registrable Securities. Any such permitted assignee
will have all the rights of such Holder under this Agreement with respect to the Registrable Securities transferred.


 


7.                 
Required Information. NFC’s obligations under Section 2 of this Agreement with respect to a Holder are subject
to such Holder having furnished to NFC in writing such customary information as NFC reasonably requests for use in connection with
the Registration Statement, or any amendment or supplement thereto..


 






     


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8.                 
Termination. This Agreement shall terminate and be of no further force or effect when there shall no longer be any Registrable
Securities outstanding; provided, that the provisions of Subsection 2(b)(v) and Section 4 will survive any such termination.


 


9.                 
Counterparts. This Agreement may be executed and delivered (including by facsimile or email transmission) in counterparts,
each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement. This
Agreement may be signed by facsimile signature or other electronic delivery of an image file reflecting execution hereof and, if
so signed: (i) may be relied on by each party as if the document were a manually signed original and (ii) will be binding on each
party for all purposes.


 


10.              
Remedies. Each holder of Registrable Securities, in addition to being entitled to exercise all rights granted by law,
including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. NFC acknowledges that
monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this
Agreement and NFC hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.


 


11.             
Governing Law. This Agreement, and all claims or causes of action (whether in contract, tort or statute) or matters
(including matters of validity, construction, effect, performance and remedies) that may be based upon, arise out of or relate
to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based
upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed
by and construed exclusively in accordance with the laws of the State of New York (without giving effect to any choice of law principles).


 


12.             
Consent to Jurisdiction. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts
of the State of New York and the federal courts of the United States of America located in the County of New York, State of New
York, and appropriate appellate courts therefrom, over any dispute arising out of or relating to this Agreement or any of the transactions
contemplated hereby, and each party hereby irrevocable agrees that all claims in respect of such dispute or proceeding may be heard
and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection
which they may now or hereafter have to the laying of venue of any dispute arising out of or relating to this Agreement or any
of the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such
dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by law. This consent to jurisdiction is being given solely for purposes of this Agreement
and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a party to this
Agreement may become involved.


 


13.             
Captions. The captions in this Agreement are for convenience only and shall not be considered a part of or affect the
construction or interpretation of any provision of this Agreement.


 






     


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14.             
Successor and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and permitted assigns. NFC may assign this Agreement at any time in connection with a sale or acquisition
of NFC, whether by merger, consolidation, sale of all or substantially all of NFC’s assets, or similar transaction, without
the consent of the Holders; provided, that the successor or acquiring Person agrees in writing to assume all of NFC’s rights
and obligations under this Agreement.


 


15.             
Entire Agreement. This Agreement, together with the Purchase Agreement and the Exhibits and Schedules attached thereto
and hereto, constitutes the entire agreement between the parties pertaining to the subject matter hereof, and supersede all prior
agreements, understandings, negotiations and discussions, whether oral or written, of the parties pertaining to the subject matter
hereof.


 


16.             
Amendment, Modification and Waiver. The provisions of this Agreement may only be amended, modified, supplemented or
waived with the prior written consent of NFC and by both the holders of a majority of all Registrable Securities and the holders
of a majority of the Registrable Securities held by the Founder Parties. No waiver by any party or parties shall operate or be
construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of
a similar or different character, and whether occurring before or after that waiver. Except as otherwise set forth in this Agreement,
no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate
or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.


 


17.             
No Third-Party Beneficiaries. This Agreement is exclusively for the benefit of the parties hereto, and their respective
successors and permitted assigns, and this Agreement shall not be deemed to confer upon or give to any other third party any remedy,
claim, liability, reimbursement, cause of action or other right.


 


18.             
Severability. If any term or other provisions of this Agreement is held invalid, illegal or incapable of being enforced
under any rule of law, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated hereby is not affected in a materially adverse manner
with respect to either party; provided, however, that if any such term or provision may be made enforceable by limitation thereof,
then such term or provision shall be deemed to be so limited and shall be enforceable to the maximum extent permitted by applicable
Law.


 


[SIGNATURES BEGIN ON THE FOLLOWING PAGE]


 




     


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IN WITNESS WHEREOF, this Registration Rights
Agreement has been signed by each of the parties hereto as of the date first above written.


 


	 	NFC:
	 	 	 	 	 	 
	 	NEW
    FRONTIER CORPORATION
	 	 
	 	 	 	 	 	 
	 	By:	 	/s/
    Carl Wu
	 	 	 	Name:	 	Carl Wu
	 	 	 	Title:	 	Chief Executive Officer




 




     


     


    

 


IN WITNESS WHEREOF, this Registration Rights
Agreement has been signed by each of the parties hereto as of the date first above written.


 


	 	HOLDERS:
	 	 	 	 	 	 
	 	ROBERTA
    LIPSON
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	By:	 	/s/
    Roberta Lipson
	 		 	Name:	 	Roberta Lipson




  






     


     


    

 


IN WITNESS WHEREOF, this Registration Rights Agreement has been signed by each of the parties hereto as
of the date first above written.


 


	 	HOLDERS:
	 	 	 	 	 	 
	 	THE
    BENJAMIN LIPSON PLAFKER TRUST
	 	Acting by
    Roberta Lipson, its trustee
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	By:	 	/s/
    Roberta Lipson
	 	 	 	Name:	 	Roberta Lipson




 




     


     


    

 


IN WITNESS WHEREOF, this Registration Rights
Agreement has been signed by each of the parties hereto as of the date first above written.


 


	 	HOLDERS:
	 	 	 	 	 	 
	 	THE
    DANIEL LIPSON PLAFKER TRUST
	 	Acting by
    Roberta Lipson, its trustee
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	By:	 	/s/ Roberta Lipson
	 	 	 	Name:	 	Roberta Lipson




 




     


     


    

 


IN WITNESS WHEREOF, this Registration Rights
Agreement has been signed by each of the parties hereto as of the date first above written.


 


	 	HOLDERS:
	 	 	 	 
	 	THE
    JONATHAN LIPSON PLAFKER TRUST
	 	Acting by
    Roberta Lipson, its trustee
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	By:	 	/s/ Roberta
    Lipson
	 	 	 	Name:	 	Roberta Lipson




 




     


     


    

 


IN WITNESS WHEREOF, this Registration Rights
Agreement has been signed by each of the parties hereto as of the date first above written.


 


	 	HOLDERS:
	 	 	 	 	 	 
	 	THE
    ARIEL BENJAMIN LEE TRUST
	 	Acting by
    Roberta Lipson, its trustee
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	By:	 	/s/
    Roberta Lipson
	 	 	 	Name:	 	Roberta Lipson