Exhibit 10.3


 


VOTING AGREEMENT


 


This VOTING AGREEMENT (this “Agreement”)
is made and entered into as of March 3, 2022, by and among Perfect Corp., a Cayman Islands exempted company with limited liability
(the “Company”), Provident Acquisition Corp., a Cayman Islands exempted company with limited liability (“PAQC”),
and the persons listed on Schedule A hereto (each, a “Company Shareholder” and collectively, the “Company
Shareholders”).


 


WHEREAS,
capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Agreement and Plan
of Merger (the “Business Combination Agreement”) entered into as of March 3, 2022, by and among the Company, Beauty
Corp., a Cayman Islands exempted company with limited liability and a wholly-owned direct Subsidiary of the Company (“Merger
Sub 1”), Fashion Corp., a Cayman Islands exempted company with limited liability and a wholly-owned direct Subsidiary of the
Company (“Merger Sub 2”), and PAQC, pursuant to which, among other things, (a) Merger Sub 1 will merge with and
into PAQC, whereupon the separate corporate existence of Merger Sub 1 will cease, and PAQC will be the surviving company and continue
its existence under the Cayman Islands Companies Act as a wholly owned Subsidiary of the Company (the “First Merger”),
and (b) immediately after the consummation of the First Merger, PAQC (as the surviving company of the First Merger) will merge with
and into Merger Sub 2, whereupon the separate corporate existence of PAQC will cease, and Merger Sub 2 will be the surviving company and
continue its existence under the Cayman Islands Companies Act as a wholly owned Subsidiary of the Company (the “Second Merger”
and, together with the First Merger, the “Mergers”);


 


WHEREAS,
each Company Shareholder is, as of the date of this Agreement, the beneficial and sole legal owner of the number of Pre-Recapitalization
Company Shares, set forth opposite such Company Shareholder’s name on Schedule A hereto (such Pre-Recapitalization Company Shares,
together with any New Securities (as defined below), being collectively referred to herein as the “Subject Shares”);
and


 


WHEREAS,
as a condition to their willingness to enter into the Business Combination Agreement, the Company and PAQC have requested that each of
the Company Shareholders enter into this Agreement.


 


NOW,
THEREFORE, in consideration of the premises set forth above, which are incorporated into this Agreement as if fully set forth below,
and intending to be legally bound hereby, the parties hereto agree as follows:


 


Article 1

Representations and Warranties of the Company Shareholders


 


Each Company Shareholder hereby represents and
warrants to the Company and PAQC solely as to itself and severally and not jointly as follows:


 


Section 1.01     Corporate
Organization. Such Company Shareholder has been duly organized, is validly existing and is in good standing under the laws of its
jurisdiction of organization and has the requisite corporate power and authority to own, lease or operate its assets and properties and
to conduct its business as it is now being conducted. Such Company Shareholder if not an individual is duly licensed or qualified and
in good standing (where such concept is applicable) as a foreign entity in each jurisdiction in which the ownership of its property or
the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so licensed or qualified
would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of
such Company Shareholder to consummate the transactions contemplated hereby. If such Company Shareholder is an individual, such Company
Shareholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder.


 



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Section 1.02     Due
Authorization. Such Company Shareholder has all requisite corporate power and authority to execute and deliver this Agreement, to
perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized on the part of such Company
Shareholder and no other corporate or equivalent proceeding on the part of such Company Shareholder is necessary to authorize this Agreement
or such Company Shareholder’s performance hereunder. This Agreement has been duly and validly executed and delivered by such Company
Shareholder and, assuming due and valid authorization, execution and delivery by each other party hereto, this Agreement constitutes a
legal, valid and binding obligation of such Company Shareholder, enforceable against such Company Shareholder in accordance with its terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting or relating
to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is
considered in a proceeding in equity or at law (the “Enforceability Exceptions”). If this Agreement is being executed
in a representative or fiduciary capacity, the person signing this Agreement has full power and authority to enter into this Agreement
on behalf of such Company Shareholder.


 


Section 1.03     Governmental
Authorities; Consents. Assuming the truth and completeness of the representations and warranties of other parties hereto contained
in this Agreement, no consent of or with any Governmental Authority on the part of such Company Shareholder is required to be obtained
or made in connection with the execution, delivery or performance by such Company Shareholder of this Agreement or the consummation by
such Company Shareholder of the transactions contemplated hereby, other than (a) applicable requirements, if any, of the Securities
Act, the Exchange Act, and/ or any state “blue sky” securities laws, and the rules and regulations thereunder
and (b) where the failure to obtain or make such consents or to make such filings or notifications would not prevent, impede or,
in any material respect, delay or adversely affect the performance by such Company Shareholder of its obligations under this Agreement.


 


Section 1.04     No-Conflict.
The execution, delivery and performance by such Company Shareholder of this Agreement do not and will not (a) if such Company Shareholder
is not an individual, contravene or conflict with or violate any provision of, or result in the breach of the organizational documents
of such Company Shareholder, (b) contravene or conflict with or result in a violation of any provision of any Applicable Law, Permit
or Governmental Order binding upon or applicable to such Company Shareholder or any of its properties or assets, (c) violate, conflict
with, result in a breach of any provision of or the loss of any benefit under, constitute a default under, or result in the termination
or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance
required by, any of the terms, conditions or provisions of any Contract to which such Company Shareholder is a party, or (d) result
in the creation or imposition of any Lien upon any of the properties or assets of such Company Shareholder, except in the case of each
of clauses (b) through (d) that would not prevent, impede or, in any material respect, delay or adversely affect the performance
by such Company Shareholder of its obligations under this Agreement.


 


Section 1.05     Subject
Shares. As of the date hereof, such Company Shareholder is the beneficial and sole legal owner of such Subject Shares, set forth opposite
such Company Shareholder’s name on Schedule A hereto and all such Subject Shares are owned by such Company Shareholder free and
clear of all Liens, other than Liens pursuant to this Agreement, the Business Combination Agreement, the Ancillary Agreements, the organizational
documents of the Company, the agreements set forth on Schedule B (the “Investment Agreements”), any applicable securities
laws or that would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of such Company
Shareholder to perform its obligations under this Agreement. Such Company Shareholder does not legally own any Equity Securities of the
Company other than such Subject Shares, set forth opposite such Company Shareholder’s name on Schedule A hereto. Such Company Shareholder
has the sole right to vote the Subject Shares, and none of the Subject Shares is subject to any voting trust or other agreement, arrangement
or restriction with respect to the voting of the Subject Shares, except as contemplated by (a) this Agreement, (b) the Business
Combination Agreement, (c) the Ancillary Agreements, (d) the organizational documents of the Company, (e) the Investment
Agreements, (f) any applicable securities laws or (g) that would not, individually or in the aggregate, reasonably be expected
to prevent, delay or impair the ability of such Company Shareholder to perform its obligations under this Agreement.


 



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Section 1.06     Acknowledgement.
Such Company Shareholder understands and acknowledges that each of the Company and PAQC is entering into the Business Combination Agreement
in reliance upon such Company Shareholder’s execution and delivery of this Agreement. Such Company Shareholder has received a copy
of the Business Combination Agreement and is familiar with the provisions of the Business Combination Agreement.


 


Section 1.07     Absence
of Litigation. With respect to such Company Shareholder, as of the date hereof, there is no action, suit, investigation or proceeding
pending against, or, to the knowledge of such Company Shareholder, threatened against, such Company Shareholder or any of such Company
Shareholder’s properties or assets (including such Company Shareholder’s Subject Shares) that could reasonably be expected
to prevent, delay or impair the ability of such Company Shareholder to perform its obligations hereunder.


 


Section 1.08     Additional
Representations and Warranties of Individual Company Shareholder. Each Company Shareholder who is an individual severally and not
jointly hereby represents and warrants to the Company and PAQC that


 


(a)            such
Company Shareholder is not a minor, and is of full age and sound mind; and


 


(b)            such
Company Shareholder (i) has such knowledge and experience in financial and business matters that he or she is capable of evaluating
the risks of the transactions contemplated by this Agreement, the Business Combination Agreement and the Ancillary Agreements; and (ii) has
been given a copy of the Business Combination Agreement and the Ancillary Agreements, is knowledgeable regarding the structure of the
Transactions, including the basis and purpose of each of the Business Combination Agreement and the Ancillary Agreements to which he or
she is a party and the transactions contemplated thereby and the roles of each of the respective parties thereto, and based on such information
as the Company Shareholder deems appropriate, made its own analysis and decision to enter this Agreement.


 


Section 1.09     Trust.
If such Company Shareholder is the beneficial owner of any Subject Shares held in trust, no consent of any beneficiary of such trust is
required in connection with the execution, delivery or the performance of such Company Shareholder’s obligations under this Agreement.


 


Article 2

Representations and Warranties of PAQC


 


PAQC hereby represents and warrants to each Company
Shareholder and the Company as follows:


 


Section 2.01     Corporate
Organization. PAQC is an exempted company with limited liability duly incorporated, is validly existing and is in good standing under
the laws of the Cayman Islands and has the requisite corporate power and authority to own, lease or operate its assets and properties
and to conduct its business as it is now being conducted. PAQC is duly licensed or qualified and in good standing (where such concept
is applicable) as a foreign entity in each jurisdiction in which the ownership of its property or the character of its activities is such
as to require it to be so licensed or qualified, except where failure to be so licensed or qualified would not, individually or in the
aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of PAQC to consummate the transactions
contemplated hereby.


 



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Section 2.02     Due
Authorization. PAQC has all requisite corporate power and authority to execute and deliver this Agreement, (subject to the
consents, approvals, authorizations and other requirements described in Section 6.02 and Section 6.03 of the Business Combination
Agreement) to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance
of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the
board of directors of PAQC and no other corporate or equivalent proceeding on the part of PAQC is necessary to authorize this Agreement
or PAQC’s performance hereunder (except that the PAQC Shareholder Approval is a condition to the consummation of the Mergers). This
Agreement has been duly and validly executed and delivered by PAQC and, assuming due and valid authorization, execution and delivery by
each other party hereto, this Agreement constitutes a legal, valid and binding obligation of PAQC, enforceable against PAQC in accordance
with its terms, subject to the Enforceability Exceptions.


 


Section 2.03     No-Conflict.
Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 6.03 of the Business
Combination Agreement and obtaining the PAQC Shareholder Approval, the execution, delivery and performance by PAQC of this Agreement and
the consummation of the transactions by PAQC contemplated hereby do not and will not (a) contravene or conflict with or violate any
provision of, or result in the breach of the PAQC Governing Document, (b) contravene or conflict with or result in a violation of
any provision of any Applicable Law, Permit or Governmental Order binding upon or applicable to PAQC or any of its properties or assets,
(c) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default under,
or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under,
accelerate the performance required by, any of the terms, conditions or provisions of any Contract to which PAQC is a party, or (d) result
in the creation or imposition of any Lien upon any of the properties or assets of PAQC (including the Trust Account), except in the case
of each of clauses (b) through (d) that would not prevent, impede or, in any material respect, delay or adversely affect the
performance by PAQC of its obligations under this Agreement.


 


Article 3

Representations and Warranties of the Company


 


The Company hereby represents and warrants to each
Company Shareholder and PAQC as follows:


 


Section 3.01     Corporate
Organization. The Company is an exempted company with limited liability duly incorporated, is validly existing and is in good standing
under the laws of the Cayman Islands and has the requisite corporate power and authority to own, lease or operate its assets and properties
and to conduct its business as it is now being conducted. The Company is duly licensed or qualified and in good standing (where such concept
is applicable) as a foreign entity in each jurisdiction in which the ownership of its property or the character of its activities is such
as to require it to be so licensed or qualified, except where the failure to be so licensed or qualified would not, individually or in
the aggregate, have a Company Material Adverse Effect.


 



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Section 3.02     Due
Authorization. The Company has the requisite corporate power and authority to execute and deliver this Agreement, (subject to the
consents, approvals, authorizations and other requirements described in Section 5.02 and Section 5.03‎ of the Business
Combination Agreement) to perform all obligations to be performed by it hereunder and to consummate the transactions contemplated hereby.
The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly
and validly authorized and approved by the board of directors of the Company (the “Company Board”) and other
than the consents, approvals, authorizations and other requirements described in Section 5.02 or Section 5.03 of the Business
Combination Agreement, no other corporate proceeding on the part of the Company is necessary to authorize this Agreement or the Company’s
performance hereunder. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization,
execution and delivery by each other party hereto, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, subject to the Enforceability Exceptions.


 


Section 3.03     No-Conflict.
Subject to the receipt of the consents, approvals, authorizations, and other requirements set forth in Section 5.03 of the Business
Combination Agreement, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of
the transactions contemplated hereby do not and will not, (a) contravene or conflict with, or trigger shareholder rights that have
not been duly waived under, the memorandum and articles of association or other organizational documents of the Company or any of its
Subsidiaries, (b) contravene or conflict with or constitute a violation of any provision of any Applicable Law, Permit or Governmental
Order binding upon or applicable to the Company or any of its Subsidiaries or any of their respective assets or properties (c) violate,
conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default under, or result in the termination
or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance
required by, any of the terms, conditions or provisions of any Significant Contract or (d) result in the creation or imposition
of any Lien on any asset, property or Equity Security of the Company or any of its Subsidiaries (other than any Permitted Liens), except
in the case of clauses (b) through (d) above as would not reasonably be expected to have, individually or in the aggregate,
a Company Material Adverse Effect.


 


Article 4

Agreement to Vote


 


Each Company Shareholder unconditionally and irrevocably
covenants and agrees solely as to itself and severally and not jointly during the term of this Agreement as follows:


 


Section 4.01     Agreement
to Vote. At any meeting of shareholders of the Company called to seek the Company Shareholder Approval, or at any adjournment thereof,
or in connection with any written consent of shareholders of the Company or in any other circumstances upon which a vote, consent or other
approval with respect to the Transactions, such Company Shareholder shall (a) vote or cause to be voted (including by class vote
and/or written consent, if applicable) such Company Shareholder’s Subject Shares and any other capital stock or other equity interests
of the Company entitled to vote and over which such Company Shareholder has voting power in favor of granting the Company Shareholder
Approval or, if there are insufficient votes in favor of granting the Company Shareholder Approval, in favor of the adjournment of such
meeting of shareholders of the Company to a later date, and (b) if a meeting is held, appear at such meeting or otherwise cause the
Subject Shares to be counted as present at such meeting for purposes of establishing a quorum.


 



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Section 4.02     No
Transfer. From the date of this Agreement until the date of termination of this Agreement, such Company Shareholder shall not, directly
or indirectly, (a)(i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to
purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put
equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and
the rules and regulations of the SEC promulgated thereunder, with respect to any of such Company Shareholder’s Subject Share,
(ii) enter into any “short sale” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act,
all types of direct and indirect stock pledge (other than pledge in the ordinary course of business as part of prime brokerage arrangements),
forward sales contract, option, put, call, swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any of such Company Shareholder’s Subject Shares, whether any such transaction is to be settled by
delivery of such securities, in cash or otherwise, including through non-U.S. broker dealers or foreign regulated brokers or (iii) publicly
announce any intention to effect any transaction specified in clause (i) or (ii) (the actions specified in clauses (i) to
(iii), collectively, “Transfer”), (b) grant any proxies or powers of attorney or enter into any voting arrangement,
whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of any of such Company Shareholder’s
Subject Shares), or enter into any other agreement, with respect to any such Subject Shares, in each case, other than as set forth in
the Business Combination Agreement, the Ancillary Agreements or the voting and other arrangements under the organizational documents
of the Company, (c) take any action that would reasonably be expected to make any representation or warranty of such Company Shareholder
herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling such Company Shareholder from
performing its obligations hereunder, or (d) commit or agree to take any of the foregoing actions. Notwithstanding the foregoing,
such Company Shareholder may make Transfers of such Company Shareholder’s Subject Shares, (A) pursuant to this Agreement or
such Company Shareholder’s redemption rights under the memorandum and articles of association of the Company, (B) upon the
consent of the Company and PAQC, (C) between such Company Shareholder and any of its Affiliates and any of such Company Shareholder’s
and its Affiliates’ respective executive officers and directors (which Affiliates shall include any investment fund or other entity
managing or managed by such Company Shareholder or Affiliates of such Company Shareholder, or who shares a common investment advisor
with such Company Shareholder), (D) in the case such Company Shareholder is an individual, (i) by gift to a member of such
individual’s immediate family, to a trust, the beneficiary of which is a member of such individual’s immediate family or
an affiliate of such person, (ii) by virtue of laws of descent and distribution upon death of such individual, (iii) pursuant
to a qualified domestic relations order and (iv) pursuant to a charitable gift or contribution, and (E) by virtue of such Company
Shareholder’s organizational documents upon liquidation or dissolution of such Company Shareholder, provided that,
in each case of clauses (A) through (E), such transferee shall enter into a written agreement, in form and substance reasonably
satisfactory to the Company and PAQC, agreeing to be bound by this Agreement to the same extent as such Company Shareholder was with
respect to such transferred Subject Shares; provided, further, in the case of clauses (D) and (E), the transferee will
not be required to assume voting obligations if the transferee’s assumption of such obligations would violate any Applicable Laws.
Any action attempted to be taken in violation of this Section 4.02 will be null and void.


 


Section 4.03     No
Redemption. Such Company Shareholder irrevocably and unconditionally agrees that, from the date hereof and until the termination of
this Agreement, such Company Shareholder shall not elect to cause the Company to redeem any Subject Shares now or at any time legally
or beneficially owned by such Company Shareholder, or submit or surrender any of its Subject Shares for redemption, in connection with
the Transactions.


 


Section 4.04     New
Securities. In the event that prior to the Closing (a) any Pre-Recapitalization Company Shares or other securities of the Company
are issued or otherwise distributed to a Company Shareholder pursuant to any stock dividend or distribution, or any change in any of the
Pre-Recapitalization Company Shares or other share capital of the Company by reason of any stock split-up, recapitalization, combination,
exchange of shares or the like, (b) a Company Shareholder acquires legal or beneficial ownership of any Pre-Recapitalization Company
Shares after the date of this Agreement, including upon exercise of options, settlement of restricted share units or capitalization of
working capital loans, or (c) a Company Shareholder acquires the right to vote or share in the voting of any Pre-Recapitalization
Company Share after the date of this Agreement (collectively, the “New Securities”), the term “Subject
Shares” shall be deemed to refer to and include such New Securities (including all such share dividends, distributions and/or any
securities into which or for which any or all of the Subject Shares may be convertible into, exercisable or exchangeable into).


 



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Article 5

Certain Other Covenants of Company Shareholders


 


Section 5.01     Investment
Agreements.


 


(a)            With
respect to each Investment Agreement, the Company Shareholders and the Company hereby agree that from the date hereof until the earlier
of (i) termination of this Agreement and (ii) termination of such Investment Agreement pursuant to ‎Section 5.01(b),
none of them shall, or shall agree to, amend, modify or vary such Investment Agreement.


 


(b)            Each
of the Company Shareholders and the Company hereby agrees that, in accordance with the terms thereof, (i) the Investment Agreements,
(ii) any rights of such Company Shareholder under the Investment Agreements and (iii) any rights under any other agreement providing
for redemption rights, put rights, purchase rights or other similar rights not generally available to the shareholders of the Company,
shall be terminated effective as of the First Merger Effective Time, and thereupon shall be of no further force or effect, without any
further action on the part of any of the Company Shareholders or the Company, and neither the Company, the Company Shareholders, nor any
of their respective affiliates or subsidiaries shall have any further rights, duties, liabilities or obligations thereunder.


 


Section 5.01     Additional
Matters. Each Company Shareholder shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional
or further consents, documents and other instruments that are, in the opinion of such Company Shareholder (acting reasonably) necessary
to consummate the transactions contemplated by this Agreement, the Business Combination Agreement and the other Ancillary Agreements,
in each case, in accordance with the timeline and other terms contemplated hereby and thereby.


 


Section 5.02     Confidentiality.
Each Company Shareholder shall be bound by and comply with Section 12.10 (Confidentiality) and Section 12.13 (Publicity)
of the Business Combination Agreement (and any relevant definitions contained in such section) as if (a) such Company Shareholder
was an original signatory to the Business Combination Agreement with respect to such provision, and (b) each reference to “Company”
contained in Section 12.10 and Section 12.13 of the Business Combination Agreement also referred to such Company Shareholder.
For the avoidance of doubt, (i) Company Shareholders shall only be bound by the provisions of Section 12.10 and Section 12.13
of the Business Combination Agreement if and to the extent such provisions continue to bind the Company and (ii) Company Shareholders
shall only be bound by the terms relating to confidentiality of the Confidentiality Agreement and the restrictions in Section 8 of
the Confidentiality Agreement shall not apply to any Company Shareholder.


 


Section 5.03     Consent
to Disclosure. Each Company Shareholder consents to and authorizes the Company or PAQC, as applicable, to publish and disclose in
all documents and schedules filed with the SEC or any other Governmental Authority or applicable securities exchange, and any press release
or other disclosure document that the Company or PAQC, as applicable, reasonably determines to be necessary or advisable in connection
with the Mergers or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Company Shareholder’s
identity and shareholding in the Company, the existence of this Agreement and the nature of such Company Shareholder’s commitments
and obligations under this Agreement, and each Company Shareholder acknowledges that the Company or PAQC may, in their sole discretion,
file this Agreement or a form hereof with the SEC or any other Governmental Authority or securities exchange and agrees to promptly give
the Company or PAQC, as applicable, any information that is in its possession that the Company or PAQC, as applicable, may reasonably
request (but in any event only to the extent such information is required by applicable securities laws or the SEC or any other Governmental
Authority or applicable securities exchange) for the preparation of any such disclosure documents, and each Company Shareholder agrees
to promptly notify the Company and PAQC of any required corrections with respect to any written information supplied by it specifically
for use in any such disclosure document, if and to the extent that such Company Shareholder shall become aware that any such information
shall have become false or misleading in any material respect. Notwithstanding anything to the contrary herein, prior to disclosure
of any information with respect to a Company Shareholder, PAQC or the Company, as applicable, shall (to the extent practicable) provide
such Company Shareholder with a reasonable opportunity to review and comment upon the disclosure of the information relating to such Company
Shareholder in advance.


 



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Section 5.04     Trust
Account Waiver. Each Company Shareholder acknowledges that PAQC is a blank check company with the powers and privileges to effect
a Business Combination. Each Company Shareholder further acknowledges that, as described in the prospectus dated January 7, 2021
(the “Prospectus”), substantially all of PAQC’s assets consist of the cash proceeds of PAQC’s initial public
offering and concurrent private placements of its securities and substantially all of the proceeds of the foregoing transactions have
been deposited in the Trust Account for the benefit of PAQC, its public shareholders and the underwriters of PAQC’s initial public
offering. Each Company Shareholder acknowledges that, except with respect to interest earned on the funds held in the Trust Account that
may be released to PAQC to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth
in the Prospectus. For and in consideration of PAQC entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged,
each Company Shareholder hereby irrevocably waives any right, title, interest or claim of any kind it has or may have in the future in
or to any monies in the Trust Account and agrees not to seek recourse against the Trust Account or any funds distributed therefrom as
a result of, or arising out of, this Agreement and any negotiations, contracts or agreements with PAQC or any other Person; provided,
however, that nothing in this ‎‎‎Section 5.04 shall amend, limit, alter, change, supersede or otherwise
modify the right of such Company Shareholder to (a) bring any action or actions for specific performance, injunctive and/or other
equitable relief or (b) bring or seek a claim for Damages against PAQC, or any of its successors or assigns, for any breach of this
Agreement, provided that such action(s) or claim pursuant to clauses (a) or (b) shall not be against the Trust Account
or any funds distributed from the Trust Account to holders of PAQC Ordinary Shares or other Persons in accordance with the PAQC Governing
Document and the Trust Agreement).


 


Article 6

General Provisions


 


Section 6.01     Termination.
This Agreement shall be effective from the date hereof and shall terminate automatically and become void and of no further force or effect,
without any notice or other action by any Person, upon the earliest of (a) as to a Company Shareholder, the mutual written consent
of the Company, PAQC and such Company Shareholder, (b) the termination of the Business Combination Agreement in accordance with
its terms and (c) the Closing, provided that, this ‎Article 6 shall survive indefinitely and in the event
that the Business Combination Agreement is not terminated pursuant to its terms prior to the Closing, ‎Article 5
shall also survive indefinitely. The termination of this Agreement shall not relieve any party from any liability arising in respect
of any willful and material breach of this Agreement prior to such termination.


 


Section 6.02     Capacity
as a Company Shareholder. Each Company Shareholder signs this Agreement solely in such Company Shareholder’s capacity as a shareholder
of the Company, and not in such Company Shareholder’s capacity as a director or officer of the Company, if applicable.


 


Section 6.03     Trusts.
If applicable, for purposes of this Agreement, the Company Shareholder with respect to any Subject Shares held in trust shall be deemed
to be the relevant trust and/or the trustees thereof acting in their capacities as such trustees, in each case as the context may require,
including for purposes of such trustees’ representations and warranties as to the proper organization of the trust, their power
and authority as trustees and the non-contravention of the trust’s governing instruments.


 



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Section 6.04     Notice.
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered
in person, (b) when delivered after posting in the United States mail having been sent registered or certified mail return receipt
requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery service or (d) when
e-mailed during normal business hours (and otherwise as of the immediately following Business Day) to the Company and PAQC in accordance
with Section 12.03 of the Business Combination Agreement and to each Company Shareholder at its address set forth on Schedule A hereto
(or at such other address for a party as shall be specified by like notice).


 


Section 6.05     Entire
Agreement; Amendment. This Agreement (together with the Schedules and Exhibits to this Agreement) constitutes the entire agreement
and understanding between the parties hereto relating to the subject matter hereof and the transactions contemplated hereby and supersedes
any other agreements and understandings, whether written or oral, that may have been made or entered into by or between the parties hereto
relating to the subject matter hereof or the transactions contemplated hereby. This Agreement may not be changed, amended, modified or
waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties
hereto.


 


Section 6.06     Assignment.
No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties hereto, except that,
for the avoidance of doubt, in connection with a Transfer of any Subject Shares in accordance with the terms of this Agreement, transferee
to whom such Subject Shares are transferred shall thenceforth be entitled to all the rights and be subject to all the obligations under
this Agreement; provided, that no such assignment shall relieve the assigning party of its obligations hereunder. Subject to the
foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted
assigns. Any attempted assignment in violation of the terms of this ‎Section 6.06 shall be null and void, ab initio.
For the avoidance of doubt, no Transfer of Pre-Recapitalization Company Shares or Company Ordinary Shares shall be (or be deemed to be)
an assignment of this Agreement or the rights or obligations hereunder.


 


Section 6.07     Rights
of Third Parties. The parties hereto hereby agree that their respective representations and warranties set forth herein are solely
for the benefit of the other parties hereto, in accordance with and subject to the terms of this Agreement, and nothing expressed or implied
in this Agreement is intended or shall be construed to confer upon or give any Person, other than the parties hereto, any right or remedies
under or by reason of this Agreement, including, without limitation, the right to rely upon the accuracy or completeness of the representations
and warranties set forth herein.


 


Section 6.08     Governing
Law. This Agreement, and all Actions based upon, arising out of, or related to this Agreement or the transactions contemplated hereby,
shall be governed by, and construed in accordance with, the Laws of the State of New York, without giving effect to principles or rules of
conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.
Subject to ‎‎Section 12.15 of the Business Combination Agreement, any Action based upon, arising out of or related
to this Agreement or the transactions contemplated hereby shall be settled by arbitration to be held in Hong Kong, which shall be administered
by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the HKIAC Administered Arbitration
Rules in force at the time of the commencement of the arbitration. There shall be three (3) arbitrators, among which one (1) shall
be appointed by the claimant, one (1) appointed by the respondent and one (1) appointed by the Secretary General of the HKIAC.
The arbitration shall be conducted in English. The award of the arbitral tribunal shall be final and binding upon the parties thereto,
and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award.


 



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Section 6.09     Enforcement.
Each of the parties hereto agrees that irreparable damage for which monetary damages, even if available, would not be an adequate remedy,
would occur in the event that the parties do not perform their obligations under the provisions of this Agreement (including failing to
take such actions as are required of them hereunder to consummate this Agreement) in accordance with its specified terms or otherwise
breach such provisions. The parties acknowledge and agree that (a) the parties shall be entitled to an injunction, specific performance,
or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without
proof of damages, prior to the valid termination of this Agreement in accordance with ‎Section 6.01, this being in addition
to any other remedy to which they are entitled under this Agreement, and (b) the right of specific enforcement is an integral part
of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement.
Each party agrees that it will not allege, and each party hereby waives the defense, that the other parties have an adequate remedy at
law or that an award of specific performance is not an appropriate remedy for any reason at law or equity. The parties acknowledge and
agree that any party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions
of this Agreement in accordance with this ‎Section 6.09 shall not be required to provide any bond or other security in
connection with any such injunction.


 


Section 6.10     Counterparts.
This Agreement may be executed in two or more counterparts (any of which may be delivered by electronic transmission), each of which shall
constitute an original, and all of which taken together shall constitute one and the same instrument. Delivery by email to counsel for
the other parties of a counterpart executed by a party shall be deemed to meet the requirements of the previous sentence.


 


[Signature Pages Follow]


 



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IN WITNESS WHEREOF, the parties hereto have hereunto
caused this Agreement to be duly executed as of the date hereof.


 


	 	PERFECT CORP.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Voting Agreement]


 



     


     


    

 


IN WITNESS WHEREOF, the parties hereto have hereunto
caused this Agreement to be duly executed as of the date hereof.


 


	 	PROVIDENT ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Voting Agreement]


 



     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have hereunto caused this Agreement to be duly executed as of the date hereof.


 


	 	[COMPANY SHAREHOLDER]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Voting Agreement]