Exhibit
10.1


 


EXECUTION
VERSION


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of July 6, 2016, by and among (i)
DT Asia Investments Limited, a British Virgin Islands company which will be known after the consummation of the transactions
contemplated by the Share Exchange Agreement (as defined below) as “China Lending Corporation” (the “Company”),
(ii) DeTiger Holdings Limited, a British Virgin Islands company, in its capacity under the Share Exchange Agreement as
the DT Representative (including any successor DT Representative in accordance with the Share Exchange Agreement, the “DT
Representative”), and (iii) the undersigned parties listed under Investor on the signature page hereto (each, an
“Investor” and collectively, the “Investors”).


 


WHEREAS,
on January 11, 2016, the Company, the DT Representative and the Investors entered into that certain Share Exchange Agreement (as
amended from time to time in accordance with the terms thereof, the “Share Exchange Agreement”), by
and among the Company, the DT Representative, Adrie Global Holdings Limited, a business company incorporated in the British Virgin
Islands with limited liability (the “Target”), the Investors and Li Jingping, in the capacity as the
Seller Representative thereunder (the “Seller Representative”), pursuant to which, subject to the terms
and conditions thereof, the Company will acquire from the Investors all of the issued and outstanding equity interests of the
Target in exchange for 20,000,000 ordinary shares of the Company (including any equity securities paid as dividends or distribution
with respect to such shares or into which such shares are exchanged or converted, including any equity securities of a successor
entity, the “Exchange Shares”), with 8,000,000 of such Exchange Shares (including any equity securities
paid as dividends or distribution with respect to such shares or into which such shares are exchanged or converted, the “Escrow
Shares”) being deposited in escrow and held in an escrow account in accordance with the terms and conditions of
the Share Exchange Agreement and the Escrow Agreement (as defined below);


 


WHEREAS,
in connection with the consummation of the transactions contemplated by the Share Exchange Agreement, the parties are also entering
into that certain Lock-Up Agreement (as amended from time to time in accordance with the terms thereof, the “Lock-Up
Agreement”), by and among the Company, the DT Representative and the Investors, pursuant to which the Investors
have agreed not to transfer their Exchange Shares for a lock-up period of one (1) year after the Closing Date (as defined below)
(subject to earlier release upon certain events) or to transfer their Escrow Shares while such shares are held in escrow under
the Escrow Agreement; and


 


WHEREAS,
the parties desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of the
Exchange Shares;


 


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.
Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Share Exchange
Agreement. The following capitalized terms used herein have the following meanings:


 


“AAA”
is defined in Section 6.10.


 


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


 






     

     


    

 





“Business
Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in
New York, New York are authorized to close for business.


 


“Closing”
means the consummation of the transactions contemplated by the Share Exchange Agreement.


 


“Closing
Date” means the date of the Closing.


 


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


 


“Company”
is defined in the preamble to this Agreement, and shall include the Company’s successors by merger, acquisition, reorganization
or otherwise.


 


“Demand
Registration” is defined in Section 2.1.1.


 


“Demanding
Holder” is defined in Section 2.1.1.


 


“Dispute”
is defined in Section 6.10.


 


“DT
Representative” is defined in the preamble to this Agreement.


 


“Escrow
Agreement” means that certain Escrow Agreement by and among the Company, the Seller Representative and Continental
Stock Transfer & Trust Company, as escrow agent, to be entered into on or prior to the Closing Date in accordance with the
Share Exchange Agreement, as it may be amended in accordance with the terms thereof.


 


“Escrow
Shares” is defined in the recitals to this Agreement.


 


“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.


 


“Exchange
Shares” is defined in the recitals to this Agreement. 


 


“Form
S-3” is defined in Section 2.3.


 


“Founder
Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of September 30, 2014,
between the Company and the investors named therein, as it may be amended in accordance with the terms thereof.


 


“Founder
Securities” means those securities included in the definition of “Registrable Securities” specified
in the Founder Registration Rights Agreement, including securities transferred on the Closing Date from DeTiger Holdings Limited
to Mr. Miao Yang.


 


“Indemnified
Party” is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


“Investor(s)”
is defined in the preamble to this Agreement, and include any transferee of the Registrable Securities (so long as they remain
Registrable Securities) of an Investor permitted under this Agreement and/or the Lock-Up Agreement.


 






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“Investor
Indemnified Party” is defined in Section 4.1.


 


“Lock-Up
Agreement” is defined in the recitals to this Agreement. 


 


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


 


“Option
Securities” means the Ordinary Shares or other securities registrable pursuant to the terms of the Unit Purchase
Option.


 


“Ordinary
Shares” means the Ordinary Shares of the Company, no par value.


 


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


 


“Pro
Rata” is defined in Section 2.1.4. 


 


“Proceeding”
is defined in Section 6.11.


 


“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 all of the Exchange Shares. Registrable Securities include any warrants, share capital 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
Exchange Shares. 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).


 


“Resolution
Period” is defined in Section 6.10.


 


“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.


 


“Seller
Representative” is defined in the recitals to this Agreement. 


 


“Share
Exchange Agreement” is defined in the recitals to this Agreement. 


 


“Specified
Courts” is defined in Section 6.11.


 






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“Target”
is defined in the recitals to this Agreement.


 


“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.


 


“Unit
Purchase Option” means the Unit Purchase Option that was issued to EarlyBirdCapital, Inc. or its designees in connection
with the Company’s initial public offering.


 


2.      REGISTRATION
RIGHTS.


 


2.1    Demand
Registration.


 


2.1.1
       Request for Registration. Subject to Section 2.4, at any time and from time to
time after the Closing Date, Investors holding a majority-in-interest of Registrable Securities then issued and outstanding may
make a written demand for registration under the Securities Act of all or part of their Registrable Securities (a “Demand
Registration”). Any demand for a Demand Registration shall specify the number of Registrable Securities proposed
to be sold and the intended method(s) of distribution thereof. Within thirty (30) days following receipt of any request for a
Demand Registration, the Company will notify all other Investors holding Registrable Securities of the demand, and each Investor
holding Registrable Securities who wishes to include all or a portion of such Investor’s Registrable Securities in the Demand
Registration (each such Investor 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 Investor 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 three (3) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.


 


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


 


2.1.3
       Underwritten Offering. If a majority-in-interest of the Demanding Holders so
elect and 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 Demanding
Holder to include its Registrable Securities in such registration shall be conditioned upon such Demanding Holder’s participation
in such underwriting and the inclusion of such Demanding 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 Investors initiating the Demand Registration.


 






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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 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 or other securities, if any, as to which registration by the Company has been requested pursuant
to written contractual piggy-back registration rights held by other security holders 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 securities that each applicable Person has requested be included
in such registration, regardless of the number of securities 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. In the event that Company securities that
are convertible into Ordinary Shares are included in the offering, the calculations under this Section 2.1.4 shall include such
Company securities on an as-converted to Ordinary Share basis.


 


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 in such event, then such registration shall not count as a Demand Registration provided for
in Section 2.1.


 


2.2     Piggy-Back
Registration.


 


2.2.1
       Piggy-Back Rights. Subject to Section 2.4, if at any time after the Closing Date
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 security holders of the Company for their account (or by the Company and by security holders of the Company
including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any
employee share 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 Investors holding 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 Investors holding Registrable Securities
in such notice the opportunity to register the sale of such number of Registrable Securities as such Investors 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 Investors
holding 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.


 






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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 Investors holding Registrable Securities proposing to distribute their Registrable Securities through
such Piggy-Back Registration in writing that the dollar amount or number of Ordinary Shares or other Company securities which
the Company desires to sell, taken together with the Ordinary Shares or other Company securities, if any, as to which registration
has been demanded pursuant to written contractual arrangements with Persons other than the Investors hereunder, the Registrable
Securities as to which registration has been requested under this Section 2.2, and the Ordinary Shares or other Company securities,
if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other
security holders 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: (i) first, the Ordinary Shares or other securities that the Company
desires to sell 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, if any, comprised of Founder
Securities or Option Securities, as to which registration has been requested pursuant to the applicable written contractual piggy-back
registration rights of such security holders, Pro Rata among such security holders based on the number of securities requested
by such security holders to be included in such registration, that can be sold without exceeding the Maximum Number of Shares;
(iii) third, to the extent that the Maximum Number of shares has not been reached under the foregoing clauses (i) and (ii), the
Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2, Pro Rata among such
Investors based on the number of Registrable Securities requested by such Investors to be included in such registration, that
can be sold without exceeding the Maximum Number of Shares; and (iv) fourth, to the extent that the Maximum Number of Shares has
not been reached under the foregoing clauses (i), (ii) and (iii), 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;


         
 


(b)        If
the registration is a “demand” registration undertaken at the demand of holders of Option Securities, (i) first, the
Option Securities for the account of the demanding holders, Pro Rata among such holders based on the number of Option Securities
requested by such holders to be included in such registration, 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; (iii)
third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Founder
Securities, Pro Rata among the holders of Founder Securities based on the number of Founder Securities requested by such holders
to be included in such registration, as to which registration has been requested pursuant to the terms of the Founder Registration
Rights Agreement, that can be sold without exceeding the Maximum Number of Shares; (iv) fourth, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clauses (i), (ii) and (iii), the Registrable Securities of Investors
as to which registration has been requested pursuant to this Section 2.2, Pro Rata among such Investors based on the number of
Registrable Securities requested by such Investors to be included in such registration, that can be sold without exceeding the
Maximum Number of Shares; and (v) fifth, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clauses (i), (ii), (iii) and (iv), 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;


 






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(c)        If
the registration is a “demand” registration undertaken at the demand of holders of Founder Securities, (i) first,
the Founder Securities for the account of the demanding holders, Pro Rata among such holders based on the number of Founder Securities
requested by such holders to be included in such registration, 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; (iii)
third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Option
Securities, Pro Rata among the holders of Option Securities based on the number of Option Securities requested by such holders
to be included in such registration, as to which registration has been requested pursuant to the terms of the Unit Purchase Option,
that can be sold without exceeding the Maximum Number of Shares; (iv) fourth, to the extent that the Maximum Number of Shares
has not been reached under the foregoing clauses (i), (ii) and (iii), the Registrable Securities of Investors as to which registration
has been requested pursuant to this Section 2.2, Pro Rata among such Investors based on the number of Registrable Securities requested
by such Investors to be included in such registration, that can be sold without exceeding the Maximum Number of Shares; and (v)
fifth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii), (iii) and (iv),
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; and


   
 


(d)        If
the registration is a “demand” registration undertaken at the demand of Persons other than Investors holding Registrable
Securities or the holders of Founder Securities or Option Securities, (i) first, the Ordinary Shares or other securities for the
account of such demanding Persons 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; (iii) third, to the extent that
the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), collectively the Founder Securities
and Option Securities, Pro Rata among the holders of Founder Securities and Option Securities based on the number of Founder Securities
and Option Securities requested by such holders to be included in such registration, as to which registration has been requested
pursuant to the terms of the Founder Registration Rights Agreement and the Unit Purchase Option, as applicable, that can be sold
without exceeding the Maximum Number of Shares; (iv) fourth, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clauses (i), (ii) and (iii), the Registrable Securities of Investors as to which registration has been requested
pursuant to this Section 2.2, Pro Rata among such Investors based on the number of Registrable Securities requested by such Investors
to be included in such registration, that can be sold without exceeding the Maximum Number of Shares; and (v) fifth, to the extent
that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii), (iii) and (iv), 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.


 






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In
the event that Company securities that are convertible into Ordinary Shares are included in the offering, the calculations under
this Section 2.2.2 shall include such Company securities on an as-converted to Ordinary Share basis.


 


2.2.3       
Withdrawal. Any Investor holding Registrable Securities may elect to withdraw such Investor’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 without any liability to the applicable Investor, subject to the next sentence
and the provisions of Section 4. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred in connection
with such Piggy-Back Registration as provided in Section 3.3 by Investors holding Registrable Securities that requested to have
their Registrable Securities included in such Piggy-Back Registration.


 


2.3     Registrations
on Form S-3. After the Closing Date, subject to Section 2.4, Investors holding 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 Investors holding Registrable
Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such Investors’ Registrable
Securities as are specified in such request, together with all or such portion of the Registrable Securities, if any, of any other
Investors 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 to the Company for such offering; or (ii) if Investors holding 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.


 


2.4   Restriction
of Offerings. Notwithstanding anything to the contrary contained in this Agreement,
the Investors shall not be entitled to request, and the Company shall not be obligated to effect, or to take any action to effect,
any registration (including any Demand Registration or Piggy-Back Registration) pursuant to this Section 2 with respect to any
Registrable Securities during the Lock-Up Period (as such term is defined in the Lock-Up Agreement) or any Escrow Shares while
they are subject to restrictions on transfer under the Lock-Up Agreement, including pursuant to Section 1(b) thereof.


 






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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 Investor requesting to include their Registrable Securities in such registration a certificate
signed by the President, 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 the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder.


 


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 Investors holding Registrable Securities included in such registration,
and such Investors’ 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 Investors
holding Registrable Securities included in such registration or legal counsel for any such Investors may request in order to facilitate
the disposition of the Registrable Securities owned by such Investors.


 


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 or until such time as the Registrable
Securities cease to be Registrable Securities as defined by this Agreement.


 


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 Investors holding Registrable Securities included
in such Registration Statement of such filing, and shall further notify such Investors 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 not misleading, and promptly make available to
Investors holding 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 Investors
holding Registrable Securities included in such Registration Statement and to the legal counsel for any such Investors, copies
of all such documents proposed to be filed sufficiently in advance of filing to provide such Investors 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 Investors or their
legal counsel shall object.


 






    	 	9	 



     


    

 


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 Investors holding 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 Investors
holding 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 Investors holding Registrable Securities included in such Registration Statement. No Investor holding
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 Investor’s organization, good standing, authority,
title to Registrable Securities, lack of conflict of such sale with such Investor’s material agreements and organizational
documents, and with respect to written information relating to such Investor that such Investor has furnished in writing expressly
for inclusion in such Registration Statement.


 


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


 


3.1.8        Records.
The Company shall make available for inspection by Investors holding 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 Investor holding 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.


 






    	 	10	 



     


    

 


3.1.9
       Opinions and Comfort Letters. The Company shall furnish to each Investor holding
Registrable Securities included in such Registration Statement a signed counterpart, addressed to such Investor, 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. In the event no legal opinion is delivered to any Underwriter, the Company shall furnish
to each Investor holding Registrable Securities included in such Registration Statement, at any time that such Investor elects
to use a prospectus, an opinion of counsel to the Company to the effect that the Registration Statement containing such prospectus
has been declared effective and that no stop order is in effect.


 


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 that
are Ordinary Shares 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 Investors holding a majority-in-interest 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 $25,000,000, 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 Investor holding 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 Investor 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 Investor will deliver to the Company all copies, other than permanent file copies then in such Investor’s
possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.


 


3.3     Registration
Expenses. Subject to Section 4, 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 fees and expenses of any special experts retained by the Company in connection
with such registration and (ix) the fees and expenses of one legal counsel selected by Investors holding 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 security holders
and the Company shall bear the expenses of the Underwriter pro rata in proportion to the respective amount of securities each
is selling in such offering.


 






    	 	11	 



     


    

 


3.4     Information.
Investors holding Registrable Securities included in any Registration Statement shall provide such information as may reasonably
be requested by the Company, or the managing Underwriter, if any, in connection with the preparation of such 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 Investor’s officers, employees,
affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls an Investor (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.


 


4.2    Indemnification
by Holders of Registrable Securities. Each Investor selling 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 Investor,
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 Investor expressly for use therein, and shall reimburse the
Company, its directors and officers, each Underwriter 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 Investor’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 Investor.


 






    	 	12	 



     


    

 


4.3     Conduct
of Indemnification Proceedings. Promptly after receipt by any Person of any notice of any loss, claim, damage or liability
or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such Person (the “Indemnified
Party”) shall, if a claim in respect thereof is to be made against any other Person for indemnification hereunder,
notify such other Person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage,
liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve
the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and
solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification
with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate
in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of
the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified
Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to
the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party
and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but
no more than one such separate counsel) to represent the Indemnified Party and its controlling Persons who may be subject to liability
arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party,
with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel
of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. 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.


 






    	 	13	 



     


    

 


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.       UNDERWRITING
AND DISTRIBUTION.


 


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 Investors holding Registrable Securities may reasonably
request, all to the extent required from time to time to enable such Investors 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.


 


6.       MISCELLANEOUS.


 


6.1    Other
Registration Rights. The Company represents and warrants that as of the date of this Agreement, no Person, other than the
holders of (i) the Registrable Securities, (ii) the Option Securities and (iii) the Founder 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 Investors holding Registrable
Securities hereunder may be freely assigned or delegated by such Investor in conjunction with and to the extent of any transfer
of Registrable Securities by such Investor. 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 of any assignee of the Investors. 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. If the DT Representative is replaced in accordance with the terms of the Share Exchange Agreement,
the replacement DT Representative shall automatically become a party to this Agreement as if it were the original DT Representative
hereunder.


 



    	 	14	 



     


    




 


6.3     Notices.
All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given
when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii) one
Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business
Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable
Party at the following addresses (or at such other address for a Party as shall be specified by like notice):


 








	 	 	 
	If
                                         to the Company, to:

         

        China
        Lending Corporation

        Suite
        828, 8th Floor, Satellite Building

        473
        Satellite Road

        Economic
        Technological Development Zone

        Urumqi, Xinjiang, China 830000

        Attention:
        Li Jingping and Stephen Chan

        Facsimile
        No.: +86 991-2322126

        Telephone
        No.: +86 991-3072247

        Email:
        lijingping@fhxd.net and

                   chan.stephen@fhxd.net

         

        and

         

        DeTiger
        Holdings Limited

        Room
        1102, 11/F

        Beautiful
        Group Tower

        77
        Connaught Road

        Central,
        Hong Kong

        Attention:
        Winnie NG, Director

        Facsimile
        No.: (852) 3753-3393

        Telephone
        No.: (852) 2110-0081

        Email:
        Office@DeTigerCapital.com

         

        and

         

        China
        Lending  Corporation

        c/o
        100 Park Avenue, Suite 1600

        New
        York, NY 10017, USA

        Attention:
        Stephen N. Cannon

        Telephone
        No.: (212) 880-2677

        Email:
        steve@DTAsiaInvest.com
	 	With
                                         copies to (which shall not constitute notice): 

         

        Ellenoff
        Grossman & Schole LLP

        1345
        Avenue of the Americas, 11th Floor  

        New
        York, New York 10105

        Attention:
        Stuart Neuhauser 

        Facsimile
        No.: (212) 370-7889

        Telephone
        No.: (212) 370-1300

        Email:
        sneuhauser@egsllp.com      

         

        and

         

        Foley
        & Lardner LLP

        90
        Park Avenue

        New
        York, NY 10016-1314

        Attention:
        Selig D. Sacks

        Facsimile
        No.: (212) 687-2329

        Telephone
        No.: (212) 338-3420

        Email:
        ssacks@foley.com            

	 	 	 
	If
    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.


 






    	 	15	 



     


    

 


6.5     Counterparts.
This Agreement may be executed in multiple counterparts (including by facsimile or pdf or other electronic document transmission),
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 or referenced herein and all certificates
and instruments delivered pursuant hereto and thereto) constitutes the entire agreement of the parties with respect to the subject
matter hereof and supersedes all prior and contemporaneous agreements, representations, understandings, negotiations and discussions
between the parties, whether oral or written, relating to the subject matter hereof; provided, that, for the avoidance
of doubt, the foregoing shall not affect the rights and obligations of the parties under the Share Exchange Agreement or any other
Ancillary Document.


 


6.7    Interpretation.
Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision
of this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include
the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural
and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting
the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words
“without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other
words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular
section or other subdivision of this Agreement; and (iv) the term “or” means “and/or”. The parties have
participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of
intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.


 


6.8     Amendments
and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company,
the DT Representative and Investors holding a majority-in-interest of the Registrable Securities. No failure or delay by a party
in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision
of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such
term, condition, or provision


 


6.9    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 Investors 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.


 






    	 	16	 



     


    

 


6.10
  Arbitration. Any and all disputes, controversies and claims (other than applications for a temporary restraining
order, preliminary injunction, permanent injunction or other equitable relief or application for enforcement of a resolution under
this Section 6.10) arising out of, related to, or in connection with this Agreement or the transactions contemplated hereby (a
“Dispute”) shall be governed by this this Section 6.10. A party must, in the first instance, provide
written notice of any Disputes to the other parties subject to such Dispute, which notice must provide a reasonably detailed description
of the matters subject to the Dispute. The parties involved in such Dispute shall seek to resolve the Dispute on an amicable basis
within ten (10) Business Days of the notice of such Dispute being received by such other parties subject to such Dispute (the
“Resolution Period”); provided, that if any Dispute would reasonably be expected to have become moot
or otherwise irrelevant if not decided within sixty (60) days after the occurrence of such Dispute, then there shall be no Resolution
Period with respect to such Dispute. Any Dispute that is not resolved during the Resolution Period may immediately be referred
to and finally resolved by arbitration pursuant to the then-existing Expedited Procedures of the Commercial Arbitration Rules
of the American Arbitration Association (the “AAA”). Any party involved in such Dispute may submit the
Dispute to the AAA to commence the proceedings after the Resolution Period. To the extent that the then-existing Expedited Procedures
of the Commercial Arbitration Rules of the AAA and this Agreement are in conflict, the terms of this Agreement shall control.
The arbitration shall be conducted by one arbitrator nominated by the AAA promptly (but in any event within five (5) Business
Days) after the submission of the Dispute to the AAA and reasonably acceptable to each party subject to the Dispute, which arbitrator
shall be a commercial lawyer with substantial experience arbitrating disputes under acquisition agreements and registration rights
agreements. The arbitrator shall accept his or her appointment and begin the arbitration process promptly (but in any event within
five (5) Business Days) after his or her nomination and acceptance by the parties subject to the Dispute. The proceedings shall
be streamlined and efficient. The arbitrator shall decide the Dispute in accordance with the substantive law of the state of New
York. Time is of the essence. Each party shall submit a proposal for resolution of the Dispute to the arbitrator within twenty
(20) days after confirmation of the appointment of the arbitrator. The arbitrator shall have the power to order any party to do,
or to refrain from doing, anything consistent with this Agreement, the Share Exchange Agreement and other Ancillary Documents
and applicable law, including to perform its contractual obligation(s); provided, that the arbitrator shall be limited to ordering
pursuant to the foregoing power (and, for the avoidance of doubt, shall order) the relevant party (or parties, as applicable)
to comply with only one or the other of the proposals. The arbitrator’s award shall be in writing and shall include a reasonable
explanation of the arbitrator's reason(s) for selecting one or the other proposal. The seat of arbitration shall be in New York
County, State of New York. The language of the arbitration shall be English.


 


6.11   Governing
Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of
New York without regard to the conflict of laws principles thereof. Subject to Section 6.10, all actions, claims or other legal
proceedings arising out of or relating to this Agreement (a “Proceeding”) shall be heard and determined
exclusively in any state or federal court located in New York, New York (or in any court in which appeal from such courts may
be taken) (the “Specified Courts”). Subject to Section 6.10, each party hereto hereby (a) submits to
the exclusive jurisdiction of any Specified Court for the purpose of any Proceeding brought by any party hereto and (b) irrevocably
waives, and agrees not to assert by way of motion, defense or otherwise, in any such Proceeding, any claim that it is not subject
personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution,
that the Proceeding is brought in an inconvenient forum, that the venue of the Proceeding is improper, or that this Agreement
or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment
in any Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Each party irrevocably consents to the service of the summons and complaint and any other process in any Proceeding,
on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set
forth in Section 6.3. Nothing in this Section 6.11 shall affect the right of any party to serve legal process in any other manner
permitted by law.


 






    	 	17	 



     


    

 





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 INVESTORS IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.


 


6.13
 Termination of Share Exchange Agreement. This Agreement shall be binding upon each party upon such party’s
execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. In the event that the
Share Exchange Agreement is validly terminated in accordance with its terms prior to the Closing, this Agreement shall automatically
terminate and become null and void and be of no further force or effect, and the parties shall have no obligations hereunder.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 



    	 	18	 



     


    

 


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.


 


	 	The Company:  
	 	 	 
	 	DT ASIA INVESTMENTS LIMITED
	 	 	 
	 	By:	/s/
    Stephen N. Cannon
	 	Name: Stephen N. Cannon
	 	Title: President and Chief Executive
    Officer 
	 	 	 
	 	The DT Representative:
	 	 	 
	 	DETIGER HOLDINGS LIMITED, in
    its capacity under the Share Exchange Agreement as the DT Representative 
	 	 	 
	 	By:	/s/ Vincent Ng
	 	Name: Vincent Ng
	 	Title: Chief Executive Officer





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


  



[Signature
Page to Registration Rights Agreement]


 






     

     


    

  


 










	 	Investors:
	 	 	 
	 	RUIHENG
    GLOBAL LIMITED, 

    a British Virgin Islands company
	 	 
	 	By:	/s/
    Qi Wen
	 	Name:
    Qi Wen
	 	Title:
    Director





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



[Signature
Page to Registration Rights Agreement]


 






     

     


    

 





	 	


YANGWEI
GLOBAL LIMITED,

 a British Virgin Islands company



	 	 	 
	 	By:	/s/
    Li Jingping
	 	Name:
    Li Jingping
	 	Title: Director





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature
Page to Registration Rights Agreement]


 






     

     


    

 


	 	FAVOUR
    PLUS GLOBAL LIMITED,

     a British Virgin Islands company
	 	 	 
	 	By:	/s/
    Pan Chunju
	 	Name:
    Pan Chunju
	 	Title:
    Director





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



[Signature
Page to Registration Rights Agreement]


 






     

     


    

 


	 	QIXIANG GLOBAL
    LIMITED, 

    a British Virgin Islands company
	 	 	 
	 	By:	/s/
    Shi Feng
	 	Name: Shi
    Feng
	 	Title: Director





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



[Signature
Page to Registration Rights Agreement]


 






     

     


    

 





	 	


YIMAO
ENTERPRISES LIMITED, 
 a
British Virgin Islands company



	 	 	 
	 	By:	/s/ Yang
    Zhisan
	 	Name:
    Yang Zhisan
	 	Title:
    Director





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



[Signature
Page to Registration Rights Agreement]


 






     

     


    

 


	 	JIYI
    GLOBAL INVESTMENTS LIMITED,

    a British Virgin Islands company
	 	 	 
	 	By:	/s/
    Liang Zandong
	 	


Name:
Liang Zandong



	 	Title:
    Director





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



[Signature
Page to Registration Rights Agreement]


 






     

     


    

 


	 	


CHANGMAN
LIMITED, 

a British Virgin Islands company



	 	 	 
	 	By:	/s/
    Wang Qing
	 	Name:
    Wang Qing
	 	Title:
    Director





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature
Page to Registration Rights Agreement]


 






     

     


    

 


	 	


ZHAN
ZHAO LIMITED,
  a
British Virgin Islands company



	 	 	 
	 	By:	/s/
    Jin Cheng
	 	Name:
    Jin Cheng
	 	Title:
    Director





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



[Signature
Page to Registration Rights Agreement]


 






     

     


    

 





	 	





TAVISTOCK
GLOBAL LIMITED,


a
British Virgin Islands company



	 	 	 
	 	By:	/s/
    Zhang Jianfeng
	 	Name:
    Zhang Jianfeng
	 	Title:
    Director





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature
Page to Registration Rights Agreement]


 






     

     


    

 





	 	


ZHONG
YUN HOLDINGS LIMITED,


a
British Virgin Islands company



	 	 	 
	 	By:	/s/
    Zheng Yongde
	 	Name:
    Zheng Yongde
	 	Title:
    Director





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



[Signature
Page to Registration Rights Agreement]


 






     

     


    

 


	 	JIEGUAN LIMITED,
	 	


a
British Virgin Islands company



	 	 	 
	 	By:	/s/
    Shi Xiaofang
	 	Name:
    Shi Xiaofang
	 	Title:
    Director





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



[Signature
Page to Registration Rights Agreement]


 






     

     


    

 


	 	


MULTIDEAL
LIMITED,

 a British Virgin Islands company



	 	 	 
	 	By:	/s/
    Chen Hong
	 	Name:
    Chen Hong
	 	Title:
    Director





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



[Signature
Page to Registration Rights Agreement]


 






     

     


    

 


	 	XINGLIN
    LIMITED,
	 	a
                                         British Virgin Islands company



	 	 	 
	 	By:	/s/
    Liu Yuanqing
	 	Name: Liu Yuanqing
	 	

                                                                                Title:  Director






 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



[Signature
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EXHIBIT
A

INVESTORS


 


	Name
    of Investor	Address
    of Investor
	Ruiheng
    Global Limited	 
	Yangwei
    Global Limited	 
	Favour
    Plus Global Limited	 
	Qixiang
    Global Limited	 
	Yimao
    Enterprises Limited	 
	Jiyi
    Global Investments Limited	 
	Changman
    Limited	 
	Zhan
    Zhao Limited	 
	Tavistock
    Global Limited	 
	Zhong
    Yun Holdings Limited	 
	Jieguan
    Limited	 
	Multideal
    Limited	 
	Xinglin
    Limited	 


 


 


 


 A-1