Exhibit 10.3


 





REGISTRATION RIGHTS
AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT
(this “Agreement”) is entered into as of November 21, 2022, by and among (i) Hainan Manaslu Acquisition Corp.,
a Cayman Islands exempted company (“HMAC”), (ii) Able View Global Inc., a Cayman Islands exempted company and
wholly owned subsidiary of Able View (as defined below) (“Pubco”), and (iii) the undersigned parties listed
as “Holders” on the signature page hereto (each, a “Holder” and collectively, the “Holders”).


 


WHEREAS, on or about
the date hereof, HMAC, Able View Inc., a Cayman Islands exempted company (“Able View”), Pubco, Able View Corporation
Inc., a Cayman Islands exempted company and wholly owned subsidiary of Pubco (“Merger Sub”), and each of the
Holders entered into that certain Business Combination Agreement (as may be amended, restated, supplemented and/or modified from time
to time in accordance with the terms thereof, the “Business Combination Agreement”), pursuant to which, among
other matters, upon the consummation of the transactions contemplated thereby (the “Closing”): (a) HMAC shall
merge with and into Merger Sub, with HMAC continuing as the surviving entity in the merger (“Merger”), as a
result of which: (i) HMAC shall become a wholly owned subsidiary of Pubco and (ii) each issued and outstanding security of HMAC immediately
prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder
thereof to receive a substantially equivalent security of Pubco, and (b) Pubco shall acquire all of the issued and outstanding Company
Shares from the Holders (the “Exchange Shares”) in exchange for ordinary shares of Pubco (the “Share
Exchange” and, collectively with the Merger and the other transactions contemplated by the Business Combination Agreement
and the Ancillary Documents, the “Transactions”), all upon the terms and subject to the conditions set forth
in the Business Combination Agreement and in accordance with applicable law;


 


WHEREAS, in connection
with the Transactions, certain of the Holders are entering into a lock-up agreement with HMAC and Pubco (as amended from time to time
in accordance with the terms thereof, the “Lock-Up Agreement”), pursuant to which each such Holder has agreed
not to transfer certain of its Pubco securities for a certain period of time after the Closing as set forth in the Lock-Up Agreement;
and


 


WHEREAS, the parties
desire to enter into this Agreement to provide the Holders with certain rights relating to the registration of the Exchange Shares received
by the Holders under the Business Combination Agreement.


 


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 shall have the meaning ascribed to such term in the Business Combination Agreement.
The following capitalized terms used herein have the following meanings:


 


“Able View”
is defined in the recitals to this Agreement.


 


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


 






     


     


    

 


“Business Combination
Agreement” is defined in the recitals to this Agreement.


 


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


 


“Demand Registration”
is defined in Section 2.1.1.


 


“Demanding Holder”
is defined in Section 2.1.1.


 


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


 


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


 


“Founder Registration
Rights Agreement” means that certain Registration Rights Agreement dated as of August 10, 2022, by and between HMAC, Bright
Winlong LLC, and the other parties thereto, as it is to be amended at or prior to the Closing, including by the First Amendment to Registration
Rights Agreement, and as it may further 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.


 


“Holder(s)”
is defined in the preamble to this Agreement, and includes any transferee of the Registrable Securities (so long as they remain Registrable
Securities) of a Holder permitted under this Agreement and, if applicable, such Holder’s Lock-Up Agreement.


 


“Holder Indemnified
Party” is defined in Section 4.1.


 


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


 


“Indemnified Party”
is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


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


 


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


 


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


 


“Merger Sub”
is defined in the recitals to this Agreement.


 


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


 


“Pro Rata”
is defined in Section 2.1.4.


 


“Proceeding”
is defined in Section 6.9.


 






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


 


“Register,”
“Registered” and “Registration” mean a registration or offering 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 the Exchange Shares. Registrable Securities also includes any warrants, capital shares or other securities of Pubco issued as a
dividend or other distribution with respect to or in exchange for or in replacement of the 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 Pubco 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) such securities
are freely saleable under Rule 144 without volume limitations. Notwithstanding anything to the contrary contained herein, a Person shall
be deemed to be a “Holder holding Registrable Securities” (or words to that effect) under this Agreement only if they are
a Holder or a transferee of the applicable Registrable Securities (so long as they remain Registrable Securities) of any Holder permitted
under this Agreement and any applicable Lock-Up Agreement.


 


“Registration
Statement” means a registration statement filed by Pubco with the SEC in compliance with the Securities Act and the rules
and regulations promulgated thereunder for a public offering and sale or a resale 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, F-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).


 


“Rule 144”
means Rule 144 promulgated under the Securities Act.


 


“SEC”
means the United States Securities and Exchange Commission or any successor thereto.


 


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


 


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


 


“Short Form Registration”
is defined in Section 2.3.


 


“Specified Courts”
is defined in Section 6.9.


 


“Transactions”
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.


 






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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, Holders holding a
majority-in-interest of the 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, Pubco shall notify all
other Holders holding Registrable Securities of the demand, and each Holder holding Registrable Securities who wishes to include all
or a portion of such Holder’s Registrable Securities in the Demand Registration (each such Holder including shares of
Registrable Securities in such registration, a “Demanding Holder”) shall so notify Pubco within fifteen
(15) days after the receipt by the Holder of the notice from Pubco. 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. Pubco shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section
2.1.1 in respect of all Registrable Securities. Notwithstanding anything in this Section 2.1 to the contrary, Pubco shall not be
obligated to effect a Demand Registration, (i) if a Piggy-Back Registration had been available to the Demanding Holder(s) within the
one hundred twenty (120) days preceding the date of request for the Demand Registration, (ii) within sixty (60) days after the
effective date of a previous registration effected with respect to the Registrable Securities pursuant this Section 2.1, or (iii)
during any period (not to exceed one hundred eighty (180) days) following the closing of the completion of an offering of securities
by Pubco if such Demand Registration would cause Pubco to breach a “lock-up” or similar provision contained in the
underwriting agreement for such offering.


 


2.1.2 Effective
Registration. A Registration will not count as a Demand Registration until the Registration Statement filed with the SEC with
respect to such Demand Registration has been declared effective and Pubco has complied in all material respects with 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 SEC 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 Pubco 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 Pubco 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 underwritten offering and the inclusion of such
Demanding Holder’s Registrable Securities in the underwritten offering to the extent provided herein. All Demanding Holders
proposing to distribute their Registrable Securities through such underwritten offering shall enter into an underwriting agreement
in customary form with the Underwriter or Underwriters selected for such underwritten offering by a majority-in-interest of the
Holders initiating the Demand Registration and reasonably acceptable to Pubco.


 






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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
Pubco 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 Pubco Ordinary Shares or other securities which Pubco desires to sell and the Pubco
Ordinary Shares or other securities, if any, as to which Registration by Pubco has been requested pursuant to written contractual
piggy-back registration rights held by other security holders of Pubco 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 securities, as
applicable, the “Maximum Number of Securities”), then Pubco shall include in such Registration: (i) first,
the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders and the Founder Securities
for the account of any Persons who have exercised demand registration rights pursuant to the Founder Registration Rights Agreement
during the period under which the Demand Registration hereunder is ongoing (all 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, as long as they do not request to include more securities than they own (such proportion is referred to herein as
“Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the
extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or other
securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the
extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable
Securities of Holders as to which registration has been requested pursuant to Section 2.2 and the Founder Securities as to which
registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the Founder
Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be
included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary
Shares or other securities for the account of other Persons that Pubco is obligated to register pursuant to written contractual
arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities. In the event that Pubco
securities that are convertible into Pubco Ordinary Shares are included in the offering, the calculations under this Section
2.1.4 shall include such Pubco securities on an as-converted to Pubco Ordinary Share basis.


 


2.1.5 Withdrawal.
If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwritten offering 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 Pubco and the Underwriter or Underwriters of their request to withdraw prior
to the effectiveness of the Registration Statement filed with the SEC 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, Pubco proposes to file a Registration Statement under the
Securities Act with respect to the Registration of or an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities, by Pubco for its own account or for security holders of
Pubco for their account (or by Pubco and by security holders of Pubco including 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 Pubco’s existing security holders, (iii) for an offering of debt that is convertible into equity
securities of Pubco, or (iv) for a dividend reinvestment plan, then Pubco shall (x) give written notice of such proposed filing to
Holders 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 or registration, 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 Holders holding Registrable Securities in such notice the opportunity to register the sale of such number of Registrable
Securities as such Holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back
Registration”). To the extent permitted by applicable securities laws with respect to such registration by Pubco or
another demanding security holder, Pubco shall use its best efforts to cause (i) such Registrable Securities to be included in such
registration and (ii) 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 Pubco
and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution
thereof. All Holders 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 Pubco and Holders holding Registrable Securities proposing to distribute their Registrable Securities through such
Piggy-Back Registration in writing that the dollar amount or number of Pubco Ordinary Shares or other Pubco securities which Pubco
desires to sell, taken together with the Pubco Ordinary Shares or other Pubco securities, if any, as to which registration has been
demanded pursuant to written contractual arrangements with Persons other than the Holders holding Registrable Securities hereunder,
the Registrable Securities as to which registration has been requested under this Section 2.2, and the Pubco Ordinary Shares or
other Pubco securities, if any, as to which registration has been requested pursuant to the written contractual piggy-back
registration rights of other security holders of Pubco, exceeds the Maximum Number of Securities, then Pubco shall include in any
such registration:


 


(a) If
the registration is undertaken for Pubco’s account: (i) first, the Pubco Ordinary Shares or other securities that Pubco desires
to sell that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clause (i), the Registrable Securities of Holders as to which registration has been requested
pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written
contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on
the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum
Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(i) and (ii), the Pubco Ordinary Shares or other equity securities for the account of other Persons that Pubco is obligated to register
pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;


 


(b) If
the registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to Section 2.1: (i) first,
the Pubco Ordinary Shares or other securities for the account of the Demanding Holders and the Founder Securities for the account of any
Persons who have exercised demand registration rights pursuant to the Founder Registration Rights Agreement during the period under which
the Demand Registration hereunder is ongoing, Pro Rata among the holders thereof based on the number of securities requested by such holders
to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or other securities that
Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Holders as to which
registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant
to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the
holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without
exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other equity securities for the account of other Persons
that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding
the Maximum Number of Securities;


 


(c) If
the registration is a “demand” registration undertaken at the demand of holders of Founder Securities under the Founder Registration
Rights Agreement: (i) first, the Founder Securities for the account of the demanding holders and the Registrable Securities for the account
of Demanding Holders who have exercised demand registration rights pursuant to Section 2.1 during the period under which the demand registration
under the Founder Registration Rights Agreement is ongoing, Pro Rata among the holders thereof based on the number of securities requested
by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (ii) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or
other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Holders
as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been
requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement,
Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that
can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has
not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other equity securities for the account
of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can
be sold without exceeding the Maximum Number of Securities; and


 






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(d) If
the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding Holders under
Section 2.1 or the holders of Founder Securities exercising demand registration rights under the Founder Registration Rights Agreement:
(i) first, the Pubco Ordinary Shares or other securities for the account of the demanding Persons that can be sold without exceeding the
Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (i), the Pubco Ordinary Shares or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number
of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and
(ii), the Registrable Securities of Holders as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities
as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder
Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included
in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other equity securities
for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons
that can be sold without exceeding the Maximum Number of Securities.


 


In the event that Pubco securities
that are convertible into Pubco Ordinary Shares are included in the offering, the calculations under this Section 2.2.2 shall include
such Pubco securities on an as-converted to Pubco Ordinary Share basis. Notwithstanding anything to the contrary above, to the extent
that the registration of a Holder’s Registrable Securities would prevent Pubco or the demanding shareholders from effecting such
registration and offering, such Holder shall not be permitted to exercise Piggy-Back Registration rights with respect to such registration
and offering.


 


2.2.3 Withdrawal.
Any Holder holding Registrable Securities may elect to withdraw such Holder’s request for inclusion of Registrable Securities
in any Piggy-Back Registration by giving written notice to Pubco of such request to withdraw prior to the effectiveness of the
Registration Statement. Pubco (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 Holder, subject to the next sentence and the provisions of Section 4.
Notwithstanding any such withdrawal, Pubco shall pay all expenses incurred in connection with such Piggy-Back Registration as
provided in Section 3.3 (subject to the limitations set forth therein) by Holders holding Registrable Securities that requested to
have their Registrable Securities included in such Piggy-Back Registration.


 


2.3 Short
Form Registrations. After 12 months from the Closing, subject to Section 2.4, Holders holding Registrable Securities may at any time
and from time to time, request in writing that Pubco register the resale of any or all of such Registrable Securities on Form S-3 or F-3
or any similar short-form registration which may be available at such time (“Short Form Registration”); provided,
however, that Pubco shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request,
Pubco will promptly give written notice of the proposed registration to all other Holders holding Registrable Securities, and, as soon
as practicable thereafter, effect the registration of all or such portion of such Holders’ Registrable Securities as are specified
in such request, together with all or such portion of the Registrable Securities, if any, of any other Holders joining in such request
as are specified in a written request given within fifteen (15) days after receipt of such written notice from Pubco; provided, however,
that Pubco shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Short Form Registration is not
available to Pubco for such offering; or (ii) if Holders holding Registrable Securities, together with the holders of any other securities
of Pubco 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 $1,000,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand
Registrations effected pursuant to Section 2.1.


 






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2.4 Restriction
of Offerings. Notwithstanding anything to the contrary contained in this Agreement, the Holders shall not be entitled to request,
and Pubco 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 that are subject to the transfer restrictions under
the applicable Holder’s Lock-Up Agreement and the Business Combination Agreement.


 


3. REGISTRATION
PROCEDURES.


 


3.1 Filings;
Information. Whenever Pubco is required to effect the registration of any Registrable Securities pursuant to Section 2, Pubco 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. Pubco 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 SEC a Registration Statement on any form for which Pubco then
qualifies or which counsel for Pubco 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
reasonable efforts to cause such Registration Statement to become effective and use its reasonable efforts to keep it effective for
the period required by Section 3.1.3; provided, however, that Pubco shall have the right to defer any Demand
Registration for up to ninety (90) 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 Pubco shall furnish to Holders requesting to
include their Registrable Securities in such registration a certificate signed by the Chief Executive Officer, Chief Financial
Officer or Chairman of Pubco stating that, in the good faith judgment of the Board of Directors of Pubco, it would be materially
detrimental to Pubco and its shareholders for such Registration Statement to be effected at such time or the filing would require
premature disclosure of material information which is not in the interests of Pubco to disclose at such time; provided further,
however, that Pubco shall not have the right to exercise the right set forth in the immediately preceding proviso more than twice in
any 365-day period in respect of a Demand Registration hereunder.


 


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


 


3.1.3 Amendments and
Supplements. Pubco shall prepare and file with the SEC 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.


 






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3.1.4 Notification.
After the filing of a Registration Statement, Pubco shall promptly, and in no event more than five (5) Business Days after such
filing, notify Holders holding Registrable Securities included in such Registration Statement of such filing, and shall further
notify such Holders promptly and confirm such advice in writing in all events within five (5) Business Days after 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 SEC of any stop order (and Pubco 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 SEC 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 Holders holding Registrable Securities included in such Registration
Statement any such supplement or amendment; except that before filing with the SEC a Registration Statement or prospectus or any
amendment or supplement thereto, including documents incorporated by reference, Pubco shall furnish to Holders holding Registrable
Securities included in such Registration Statement and to the legal counsel for any such Holders, copies of all such documents
proposed to be filed sufficiently in advance of filing to provide such Holders and legal counsel with a reasonable opportunity to
review such documents and comment thereon; provided that such Holders and their legal counsel must provide any comments promptly
(and in any event within five (5) Business Days) after receipt of such documents.


 


3.1.5 State Securities
Laws Compliance. Pubco shall use its reasonable 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 Holders
holding Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may
reasonably 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 Pubco and do any and all other acts and things that may be necessary or advisable to enable Holders holding Registrable
Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such
jurisdictions; provided, however, that Pubco 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 take any action to which it would be
subject to general service of process or to taxation in any such jurisdiction where it is not then otherwise subject.


 


3.1.6 Agreements for
Disposition. To the extent required by the underwriting agreement or similar agreements, Pubco shall enter into reasonable
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 Pubco 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 Holders holding Registrable Securities included in such Registration
Statement. No Holder 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 Holder’s organization,
good standing, authority, title to Registrable Securities, lack of conflict of such sale with such Holder’s material
agreements and organizational documents, and with respect to written information relating to such Holder that such Holder has
furnished in writing expressly for inclusion in such Registration Statement.


 


3.1.7 Cooperation.
The principal executive officer of Pubco, the principal financial officer of Pubco, the principal accounting officer of Pubco and
all other officers and members of the management of Pubco shall reasonably cooperate in any offering of Registrable Securities
hereunder, which cooperation shall include 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.


 






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3.1.8 Records.
Pubco shall make available for inspection by Holders 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 Holder holding Registrable Securities included in such Registration Statement or any Underwriter, all
financial and other records, pertinent corporate documents and properties of Pubco, as shall be reasonably necessary to enable them
to exercise their due diligence responsibility, and cause Pubco’s officers, directors and employees to supply all information
reasonably requested by any of them in connection with such Registration Statement; provided that Pubco may require execution of a
reasonable confidentiality agreement prior to sharing any such information.


 


3.1.9 Opinions and
Comfort Letters. Pubco shall request its counsel and accountants to provide customary legal opinions and customary comfort
letters, to the extent so reasonably required by any underwriting agreement.


 


3.1.10 Earnings
Statement. Pubco shall comply with all applicable rules and regulations of the SEC and the Securities Act, and make available to
its shareholders if reasonably required, as soon as reasonably 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.
Pubco shall use its best efforts to cause all Registrable Securities that are Pubco 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 Pubco are then
listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to Holders 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 $50,000,000, Pubco
shall use its reasonable efforts to make available senior executives of Pubco 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 Pubco of the happening of any event of the kind described in Section 3.1.4(iv),
or in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration
Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide
business purpose, or, in the case of a resale registration on Short Form Registration pursuant to Section 2.3 hereof, upon any suspension
by Pubco, pursuant to a written insider trading compliance program adopted by Pubco’s Board of Directors, of the ability of all
“insiders” covered by such program to transact in Pubco’s securities because of the existence of material non-public
information, each Holder 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 Holder receives the supplemented
or amended prospectus contemplated by Section 3.1.4(iv) or the Registration Statement is updated so that the financial statements are
no longer stale, or the restriction on the ability of “insiders” to transact in Pubco’s securities is removed, as applicable,
and, if so directed by Pubco, each such Holder will deliver to Pubco all copies, other than permanent file copies then in such Holder’s
possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.


 






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3.3 Registration
Expenses. Subject to Section 4, Pubco shall bear all reasonable 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 Short Form Registration effected
pursuant to Section 2.3, and all reasonable expenses incurred in performing or complying with its other obligations under this Agreement,
whether or not the Registration Statement becomes effective, including: (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) Pubco’s internal expenses (including 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 Pubco and fees and expenses
for independent certified public accountants retained by Pubco (including the expenses or costs associated with the delivery of any opinions
or comfort letters requested pursuant to Section 3.1.9); (viii) the reasonable fees and expenses of any special experts retained by Pubco
in connection with such registration; and (ix) the reasonable fees and expenses (up to a maximum of $5,000 in the aggregate in connection
with such registration) of one legal counsel selected by Holders holding a majority-in-interest of the Registrable Securities included
in such registration for such legal counsel’s review, comment and finalization of the proposed Registration Statement and other
relevant documents. Pubco 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 Pubco shall bear the expenses of the Underwriter pro rata in proportion
to the respective amount of securities each is selling in such offering.


 


3.4 Information.
Holders holding Registrable Securities included in any Registration Statement shall provide such information as may reasonably be requested
by Pubco, 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 obligation to comply with federal and applicable state securities laws. Holders selling Registrable Securities
in any offering must provide all questionnaires, powers of attorney, custody agreements, stock powers, and other documentation reasonably
requested by Pubco or the managing Underwriter.


 


4. INDEMNIFICATION
AND CONTRIBUTION.


 


4.1 Indemnification
by Pubco. Subject to the provisions of this Section 4.1 below, Pubco agrees to indemnify and hold harmless each Holder, and each Holder’s
officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls a Holder (within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, a “Holder 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 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 to state a material
fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Pubco of the Securities
Act or any rule or regulation promulgated thereunder applicable to Pubco and relating to action or inaction required of Pubco in connection
with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid
in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent
not to be unreasonably withheld, delayed or conditioned); and Pubco shall promptly reimburse the Holder Indemnified Party for any legal
and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating and defending any such expense,
loss, judgment, claim, damage, liability or action; provided, however, that Pubco 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 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 Pubco, in writing, by such selling holder or Holder Indemnified Party
expressly for use therein. Pubco also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors,
partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification
provided above in this Section 4.1.


 






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4.2 Indemnification
by Holders Holding Registrable Securities. Subject to the provisions of this Section 4.2 below, each Holder 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 Holder, indemnify and hold harmless Pubco, 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 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 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 Pubco by such selling Holder expressly for use therein (provided, however, that the indemnity agreement
contained in this Section 4.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such
settlement is effected without the consent of the indemnifying Holder, such consent not to be unreasonably withheld, delayed or conditioned),
and shall reimburse Pubco, 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 Holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the
amount of any net proceeds actually received by such selling Holder.


 


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


 






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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 statement of a material fact or the 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.


 


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 holding Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds
(after payment of any underwriting fees, discounts, commissions or taxes) actually received by such Holder from the sale of Registrable
Securities which gave rise to such contribution obligation. No Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.


 


5. RULE
144.


 


5.1 Rule
144. Pubco 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 Holders holding Registrable Securities may reasonably request, all to the extent required from time to time
to enable such Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.


 


6. MISCELLANEOUS.


 


6.1 Other
Registration Rights. Pubco represents and warrants that as of the date of this Agreement, no Person, other than the holders of (i)
Registrable Securities and (ii) Founder Securities, has any right to require Pubco to register any of Pubco’s share capital for
sale or to include Pubco’s share capital in any registration filed by Pubco 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 Pubco hereunder may not be assigned or delegated
by Pubco in whole or in part, unless Pubco first provides Holders holding Registrable Securities at least ten (10) Business Days prior
written notice; provided that no assignment or delegation by Pubco will relieve Pubco of its obligations under this Agreement unless Holders
holding a majority-in-interest of the Registrable Securities provide their prior written consent, which consent must not be unreasonably
withheld, delayed or conditioned. This Agreement and the rights, duties and obligations of Holders holding Registrable Securities hereunder
may be freely assigned or delegated by such Holder in conjunction with and to the extent of any transfer of Registrable Securities by
such Holder which is permitted by such Holder’s applicable Lock-Up Agreement; provided that no assignment by any Holder of its rights,
duties and obligations hereunder shall be binding upon or obligate Pubco unless and until Pubco shall have received (i) written notice
of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to Pubco, to be bound by the terms
and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). 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
Holders or of any assignee of the Holders. 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 Section 4 and this Section 6.2.


 






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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 electronic means, with affirmative confirmation of receipt, (iii) two (2) Business Days after being sent,
if sent by reputable, internationally 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 a Holder, to:  the address set forth underneath such Holder’s name on the signature page.	
    With copies to (which shall not constitute notice):

     

    Pryor Cashman LLP

    7 Times Square, New York, NY 10036

    Attn: Elizabeth Fei Chen, Esq.

    Telephone No.: (212) 326-0199

    Email: EChen@pryorcashman.com

	
    If to HMAC (prior to the Closing), to:

     

    Hainan Manaslu Acquisition Corp.

    B3406, 34F, West Tower, Block B

    Guorui Building, 11 Guoxing Avenue

    Haikou, Hainan Province, People’s Republic of China 570203

    Attn: Zhifan Zhou, CEO

    Telephone No.: +86-898-65315786

    E-mail: larry_chow86@aliyun.com

     
	
    with a copy (which will not constitute notice) to:

     

    Ellenoff Grossman & Schole LLP

    1345 Avenue of the Americas, 11th Floor

    New York, New York 10105, U.S.A.

    Attn:    Richard Anslow, Esq.

           Matthew A. Gray, Esq.

    Telephone No.: (212) 370-1300

    E-mail: ranslow@egsllp.com

           mgray@egsllp.com

     

	
    If to Pubco or to HMAC (following the Closing), to:

     

    c/o Able View Global Inc.

    Harneys Fiduciary (Cayman) Limited

    4th Floor, Harbour Place

    103 South Church Street

    P.O. Box 10240

    Grand Cayman KY1-1002

    Cayman Islands

    Attn: Dennis Tang, Director

    Telephone No.: +86 21 6289 8086

    E-mail: dennis.tang@ableview.hk

     
	
    With copies to (which shall not constitute notice):

     

    Pryor Cashman LLP

    7 Times Square, New York, NY 10036

    Attn: Elizabeth Fei Chen, Esq.

    Telephone No.: (212) 326-0199

    Email: EChen@pryorcashman.com

     

    and

     

    Ellenoff Grossman & Schole LLP

    1345 Avenue of the Americas, 11th Floor

    New York, New York 10105

    Attn: Richard Anslow, Esq., Matthew A. Gray, Esq.

    Telephone No.: (212) 370-1300

    E-mail: ranslow@egsllp.com and mgray@egsllp.com

     



 






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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. Notwithstanding anything to the contrary contained
in this Agreement, in the event that a duly executed copy of this Agreement is not delivered to Pubco by a Person receiving Exchange Shares
in connection with the Closing, such Person failing to provide such signature shall not be a party to this Agreement or have any rights
or obligations hereunder, but such failure shall not affect the rights and obligations of the other parties to this Agreement as amongst
such other parties.


 


6.5 Entire
Agreement. This Agreement (together with the Business Combination Agreement and any Lock-Up Agreement of a Holder to the extent incorporated
herein, and including all agreements entered into pursuant hereto or thereto or referenced herein or therein 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 Business Combination Agreement or any other Ancillary Document or
the rights or obligations of the parties under the Founder Registration Rights Agreement, as amended.


 


6.6 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.


 


6.7 Amendments;
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 agreement or consent of Pubco and Holders
holding a majority-in-interest of the Registrable Securities; provided, that any amendment or waiver of this Agreement which affects a
Holder in a manner materially and adversely disproportionate to other Holders will also require the consent of such Holder. 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.


 






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6.8 Remedies
Cumulative. In the event a party fails to observe or perform any covenant or agreement to be observed or performed under this Agreement,
the other parties 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.


 


6.9 Governing
Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by
and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions
arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York,
New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits
to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought
by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action,
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 Action is brought in an inconvenient forum, that the venue of the Action 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
Action 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 6.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable
Law.


 


6.10 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 HOLDERS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.


 


6.11 Termination
of Business Combination 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 Business Combination 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.


 


6.12 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.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURE PAGES FOLLOW]


 




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IN WITNESS WHEREOF,
the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.


 


	 	HMAC:
	 	 	 
	 	HAINAN MANASLU ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Zhifan Zhou
	 	Name:  	Zhifan Zhou
	 	Title:	Chief Executive Officer and Chairman
	 	 	 
	 	PUBCO:
	 	 	 
	 	ABLE VIEW GLOBAL INC.
	 	 	 
	 	By:	/s/ Tang Jing
	 	Name: 	Tang Jing
	 	Title:	Director 


 


[Signature
Page To Registration Rights Agreement]


 




     


     


    

 


IN WITNESS WHEREOF,
the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.


 


	 	Holder:	 
	 	 	 	 
	 	Healthy Great Investing Company Limited
	 	 	 	 
	 	By: 	/s/ Zhu Jian
	 	 	Name:  	Zhu Jian
	 	 	Title:	Director


 


	 	Address for Notice:
	 	 	 
	 	Address:	      	      
	 	 	 
	 	 	 
	 	Facsimile No.:	 
	 	Telephone No.:	    
	 	Email:	      	  	   


 


	 	Scenery Investing Company Limited
	 	 	 	 
	 	By: 	/s/ Tang Jing
	 	 	Name:  	Tang Jing
	 	 	Title:	Director


 





	 	Address for Notice:
	 	 	 
	 	Address:	      	      
	 	 	 
	 	 	 
	 	Facsimile No.:	 
	 	Telephone No.:	    
	 	Email:	      	  	   


 





	 	Smartest Star Investing Company Limited
	 	 	 	 
	 	By: 	/s/ Wang Jun
	 	 	Name:  	Wang Jun
	 	 	Title:	Director


 


	 	Address for Notice:
	 	 	 
	 	Address:	      	      
	 	 	 
	 	 	 
	 	Facsimile No.:	 
	 	Telephone No.:	    
	 	Email:	      	  	   


 


[signature
Page To Registration Rights Agreement]


 






     


     


    

 





	 	Goodfortune Amber Star Limited
	 	 	 	 
	 	By: 	/s/ Mu Wenming
	 	 	Name:  	Mu Wenming
	 	 	Title:	Director


 


	 	Address for Notice:
	 	 	 
	 	Address:	      	      
	 	 	 
	 	 	 
	 	Facsimile No.:	 
	 	Telephone No.:	    
	 	Email:	      	  	   





 





	 	Fortune Mighty Investment Limited
	 	 	 	 
	 	By: 	/s/ Mu Wenming
	 	 	Name:  	Mu Wenming
	 	 	Title:	Director


 





	 	Address for Notice:
	 	 	 
	 	Address:	      	      
	 	 	 
	 	 	 
	 	Facsimile No.:	 
	 	Telephone No.:	    
	 	Email:	      	  	   


 





	 	Goodfortune Star Platinum Limited
	 	 	 	 
	 	By: 	/s/ Mu Wenming
	 	 	Name:  	Mu Wenming
	 	 	Title:	Director


 





	 	Address for Notice:
	 	 	 
	 	Address:	      	      
	 	 	 
	 	 	 
	 	Facsimile No.:	 
	 	Telephone No.:	    
	 	Email:	      	  	   


 





	 	Perfectshine Amber Star Limited
	 	 	 	 
	 	By: 	/s/ Mu Wenming
	 	 	Name:  	Mu Wenming
	 	 	Title:	Director


 





	 	Address for Notice:
	 	 	 
	 	Address:	      	      
	 	 	 
	 	 	 
	 	Facsimile No.:	 
	 	Telephone No.:	    
	 	Email:	      	  	   


 









     


     


    

 


	 	Perfectshine Star Platinum Limited
	 	 	 	 
	 	By: 	/s/ Mu Wenming
	 	 	Name:  	Mu Wenming
	 	 	Title:	Director


 


	 	Address for Notice:
	 	 	 
	 	Address:	      	      
	 	 	 
	 	 	 
	 	Facsimile No.:	 
	 	Telephone No.:	    
	 	Email:	      	  	   


 





	 	Perfectshine Holding Limited
	 	 	 	 
	 	By: 	/s/ Mu Wenming   
	 	 	Name:  	Mu Wenming
	 	 	Title:	Director


 





	 	Address for Notice:
	 	 	 
	 	Address:	      	  
	 	 	 
	 	 	 
	 	Facsimile No.:	 
	 	Telephone No.:	   
	 	Email:	     	     	   


   





	 	Gallery Marine Pte. Ltd.
	 	 	 	 
	 	By: 	/s/ Xu Lijuan
	 	 	Name:  	Xu Lijuan
	 	 	Title:	Director


 


	 	Address for Notice:
	 	 	 
	 	Address:	      	      
	 	 	 
	 	 	 
	 	Facsimile No.:	 
	 	Telephone No.:	    
	 	Email:	      	  	   


 





	 	Luckylily Ltd
	 	 	 	 
	 	By: 	/s/ Zhang Li
	 	 	Name:  	Zhang Li
	 	 	Title:	Director


 





	 	Address for Notice:
	 	 	 
	 	Address:	      	      
	 	 	 
	 	 	 
	 	Facsimile No.:	 
	 	Telephone No.:	    
	 	Email: