Exhibit 10.2


 


Agreed Form


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of [ ], 2023, is made and entered into by and among Prime Number Holding Inc., a Cayman
Islands exempted company limited by shares (the “Company”), and each of the undersigned parties listed on the signature
pages hereto under “Holders” (together with any person or entity who hereafter becomes a party to this Agreement pursuant
to Section 5.2 of this Agreement, each a “Holder” and collectively the “Holders”).


 


RECITALS


 


WHEREAS, Prime Number Acquisition
I Corp., a Delaware corporation (“Acquiror”), the Company, Prime Number Merger Sub Inc., a Delaware corporation and
a wholly-owned subsidiary of PubCo (the “Merger Sub”), [ ]1,
a Singapore private company limited by shares and a direct wholly-owned Subsidiary of PubCo (“New SubCo”), NOCO-NOCO
PTE. LTD., a Singapore private company limited by shares, with its Unique Entity Number being 201924194K (“Target”),
and the shareholders of the Target named on Annex I thereto as of the date thereof and the parties that subsequently become parties thereto
after the date thereof (as may be amended, supplemented or otherwise modified from time to time, the “BCA”), pursuant
to which (a) Acquiror shall merge with and into Merger Sub, with Acquiror continuing as the surviving entity (the “Merger”),
as a result of which, (i) Acquiror shall become a wholly-owned subsidiary of the Company and (ii) all of the issued and outstanding securities
of Acquiror immediately prior to the Merger Effective Time shall no longer be outstanding and shall automatically be cancelled, in exchange
for the right of the holders thereof to receive substantially equivalent securities of the Company, and (b) New SubCo shall acquire all
of the issued and outstanding ordinary shares of the Target from the Sellers, and in exchange, the Company shall issue to the Sellers
certain ordinary shares of the Company, in each case, upon the terms and subject to the conditions set forth in the BCA and in accordance
with applicable laws (the “Share Exchange”). Following the Business Combination, the Company will be a publicly traded
company listed on a stock exchange in the United States;


 


WHEREAS, the Company and the
Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect
to certain securities of the Company, as set forth in this Agreement.


 


NOW, THEREFORE, in consideration
of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


ARTICLE I

DEFINITIONS


 


1.1.            
Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set
forth below:


 





 



1 NTD: To insert
New SubCo name


 






     


     


    

 


“Acquiror Founder Shares”
shall mean 1,612,500 shares of Class A common stock of Acquiror, par value $0.0001 per share, initially acquired by the Sponsors pursuant
to certain founder shares purchase agreement dated April 7, 2021.


 


“Acquiror Private Shares”
shall 398,892 shares of Class A common stock of Acquiror initially acquired by the Sponsors pursuant to certain private placement shares
purchase agreement dated May 12, 2022.


 


“Acquiror Working Capital
Loan Shares” shall mean all shares of Class A common stock of Acquiror that Sponsors acquire upon conversion of any Working Capital
Loan (as such term is defined in the BCA).


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive
Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made
in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus
and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required
to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for
not making such information public.


 


“Agreement” shall
have the meaning given in the Preamble. “Board” shall mean the Board of Directors of the Company.


 


“Business Combination”
shall mean the consummation of the Merger and Share Exchange contemplated under the BCA.


 


“Commission” shall
mean the Securities and Exchange Commission.


 


“Company” shall
have the meaning given in the Preamble.


 


“Converted Acquiror
Founder Shares” shall mean the Ordinary Shares issued or issuable with respect to any Acquiror Founder Shares in connection with
the Merger under the BCA.


 


“Converted Acquiror
Private Shares” shall mean the Ordinary Shares issued or issuable with respect to any Acquiror Private Shares in connection with
the Merger under the BCA.


 


“Converted Acquiror
Shares” shall mean in aggregate (i) the Converted Acquiror Founder Shares, (ii) the Converted Acquiror Private Shares; (iii) the
Converted Acquiror Working Capital Loan Shares.


 


“Converted Acquiror
Working Capital Loan Shares” shall mean the Ordinary Shares issued or issuable with respect to any Acquiror Working Capital Loan
Shares.


 


“Converted Target Shares”
shall mean the Ordinary Shares issued or issuable with respect to any Target Shares in connection with the Share Exchange under the BCA.


 






    2


     


    

 


“Demand Registration”
shall have the meaning given in subsection 2.1.1.


 


“Demanding Holder”
shall have the meaning given in subsection 2.1.1.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Form F-1” shall
have the meaning given in subsection 2.1.1.


 


“Form F-3” shall
have the meaning given in subsection 2.3.


 


“Holders” shall
have the meaning given in the Preamble.


 


“Lock-up Agreement”
shall mean each and any lock-up agreement executed by a Holder in connection with the transactions contemplated under the BCA prior to
the Merger Closing.


 


“Lock-up Period”
shall mean, with respect to a Holder, the lock-up period applicable to such Holder as set forth in the Lock-up Agreement by and between
the Company and such Holder.


 


“Maximum Number of Securities”
shall have the meaning given in subsection 2.1.4.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under which
they were made not misleading.


 


“Ordinary Shares”
shall mean the ordinary shares in the capital of the Company.


 


“Permitted Transferees”
shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior
to the expiration of the Lock-up Period applicable to such Holder under each Lock-up Agreement, this Agreement, and any other applicable
agreement between such Holder and the Company, and to any transferee thereafter.


 


“Piggyback Registration”
shall have the meaning given in subsection 2.2.1.


 


“Pro Rata” shall
have the meaning given in subsection 2.1.4.


 


“Prospectus” shall
mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any
and all post-effective amendments and including all material incorporated by reference in such prospectus.


 






    3


     


    

 


“Registrable Security”
shall mean (a) the Converted Acquiror Shares, (b) the Converted Target Shares, (c) the Transaction Financing Shares, and (d) any other
equity security of the Company issued or issuable with respect to any Ordinary Share described in subparagraphs (a) through (c) by way
of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization;
provided, however, that, as to any particular Registrable Security, 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 such securities not bearing a legend restricting further transfer shall have been
delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act;
(C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated
under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or
limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other
public securities transaction.


 


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


 


“Registration Expenses”
shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(A)             
all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory
Authority, Inc.) and any securities exchange on which the Common Stock is then listed;


 


(B)             
fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the
Underwriters in connection with blue sky qualifications of Registrable Securities);


 


(C)             
printing, messenger, telephone and delivery expenses;


 


(D)             
reasonable fees and disbursements of counsel for the Company;


 


(E)              
reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection
with such Registration; and


 


(F)              
reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating
a Demand Registration to be registered for offer and sale in the applicable Registration.


 


“Registration Statement”
shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the
Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration
statement, and all exhibits to and all material incorporated by reference in such registration statement.


 


“Requesting Holder”
shall have the meaning given in subsection 2.1.1.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.


 






    4


     


    

 


“Sponsors” shall
mean collectively Prime Number Acquisition LLC and Glorious Capital LLC, and “Sponsor” shall mean either of them.


 


“Target Shares”
shall mean all ordinary shares in the capital of the Target.


 


“Transaction Financing
Shares” shall mean the equity securities issued to investors in connection with the Transaction Financing (as defined in the BCA)
pursuant to the Transaction Financing Agreements (as defined in the BCA).


 


“Tranche A Registrable
Securities” shall mean collectively the Converted Acquiror Private Shares and the Converted Acquiror Working Capital Loan Shares,
and any other equity security of the Company issued or issuable with respect to any of the Converted Acquiror Private Shares and the Converted
Acquiror Working Capital Loan Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or reorganization.


 


“Tranche B Registrable
Securities” shall mean collectively the Converted Founder Shares and any other equity security of the Company issued or issuable
with respect to any of the Converted Founder Shares by way of a stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or reorganization.


 


“Tranche C Registrable
Securities” shall mean collectively the Converted Target Shares and any other equity security of the Company issued or issuable
with respect to any of the Converted Target Shares by way of a stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or reorganization.


 


“Tranche D Registrable
Securities” shall mean collectively the Transaction Financing Shares and any other equity security of the Company issued or issuable
with respect to any of the Transaction Financing Shares by way of a stock dividend or stock split or in connection with a combination
of shares, recapitalization, merger, consolidation or reorganization.


 


“Underwriter”
shall mean 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.


 


“Underwritten Registration”
or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm
commitment underwriting for distribution to the public.


 






    5


     


    

 


ARTICLE II

REGISTRATIONS


 


2.1.            
Demand Registration.


 


2.1.1.       
Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time
on or after (i) the date the Company consummates the Business Combination with respect to the Tranche A Registrable Securities, (ii) the
date the Company consummates the Business Combination, with respect to the Tranche B Registrable Securities, (iii) the date the Company
consummates the Business Combination with respect to the Tranche C Registrable Securities, or (iv) [ ]2
month anniversary of the consummation of the Business Combination with respect to the Tranche D Registrable Securities, (i) the Holders
of at least a majority in interest of the then-outstanding number of the Tranche A Registrable Securities, (ii) the Holders of at least
a majority in interest of the then-outstanding number of the Tranche B Registrable Securities; (iii) the Holders of at least a majority
in interest of the then-outstanding number of the Tranche C Registrable Securities, and (iv) the Holders of at least a majority in interest
of the then-outstanding number of the Tranche D Registrable Securities (each such Holders of the same tranche of the relevant Registrable
Securities, the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or
part of their respective Registrable Securities in that tranche, which written demand shall describe the amount and type of securities
to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”).
The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders
of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion
of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all
or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify
the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company
of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their
Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as
practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration
of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no
circumstances shall the Company be obligated to effect, (i) with respect to any Tranche A Registrable Securities, more than an aggregate
of one (1) Registration pursuant to a Demand Registration under this subsection 2.1.1, (ii) with respect to any Tranche B Registrable
Securities, more than an aggregate of one (1) Registration pursuant to a Demand Registration under this subsection 2.1.1, (iii) with
respect to any Tranche C Registrable Securities, more than an aggregate of one (1) Registration pursuant to a Demand Registration
under this subsection 2.1.1, and (iv) with respect to any Tranche C Registrable Securities, more than an aggregate of one Registration
pursuant to a Demand Registration under this subsection 2.1.1; provided, however, that a Registration shall not be counted for such purposes
unless a Form F-1 or any similar long-form registration statement that may be available at such time (“Form F-1”) has
become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting
Holders in such Form F-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.


 


2.1.2.       
Effective Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration
pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission
with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has
complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement
has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently
interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration
Statement with respect to such Registration shall 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 initiating such
Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but
in no event later than five (5) days, of such election; and provided, further, that the Company shall not be obligated or required to
file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant
to a Demand Registration becomes effective or is subsequently terminated.


 





 



2 NTD: Subject
to terms of the Transaction Financing Agreements.


 






    6


     


    

 


2.1.3.       
Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the Demanding
Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand
Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to
include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten
Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein.
All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall
enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest
of the Demanding Holders initiating the Demand Registration.


 


2.1.4.       
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand
Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar
amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together
with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which
a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders
who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten 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 such securities, as applicable, the “Maximum Number of Securities”),
then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders
and the Requesting Holders (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable
Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion
is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities by the following
orders (A) firstly, the Tranche A Registrable Securities, Tranche B Registrable Securities , [and/or the Tranche D Registrable Securities]3,
and (B) secondly, the Tranche C Registrable Securities ; (ii) second, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clause (i), Ordinary Shares or other equity securities that the Company desires to sell, which 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), Ordinary Shares or other equity securities of other persons or entities that the Company
is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold
without exceeding the Maximum Number of Securities.


 





 



3 NTD: Subject
to terms of the Transaction Financing Agreements.


 






    7


     


    

 


2.1.5.       
Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest
of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration
pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters
(if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the
Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything
to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration
pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.


 


2.2.            
Piggyback Registration.


 


2.2.1.       
Piggyback Rights. If, at any time on or after the date the Company consummates the Business Combination, the Company proposes to
file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the
Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other
than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer
or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into
equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed
filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing
date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering,
the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and
(B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities
as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback
Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration
and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering
to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration
on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other
disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing
to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting
agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.


 






    8


     


    

 


2.2.2.       
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be
a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback
Registration in writing that the dollar amount or number of Ordinary Shares that the Company desires to sell, taken together with (i)
the Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons
or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been
requested pursuant to Section 2.2 hereof, and (iii) the Ordinary Shares, if any, as to which Registration has been requested pursuant
to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities,
then:


 


(a)       If
the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Ordinary
Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Tranche A Registrable
Securities, the Tranche B Registrable Securities [and/or the Tranche D Registrable Securities]4;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Tranche
C Registrable Securities; and (D) forth, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (A), (B) and (C), the Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back
registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;


 


(b)       If
the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall
include in any such Registration (A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons or entities,
other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to
the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders
exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata based on the respective number
of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable
Securities that the Holders have requested to be included in such Underwritten Registration, which can be sold without exceeding the Maximum
Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(A) and (B), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the
Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (A), (B) and (C), the Ordinary Shares or other equity securities for the account of other persons or entities that the Company
is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without
exceeding the Maximum Number of Securities.


 


2.2.3.       
Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration
for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its
intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission
with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for
withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission
in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything
to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback
Registration prior to its withdrawal under this subsection 2.2.3.


 





 



4 NTD: Subject
to terms of the Transaction Financing Agreements.


 






    9


     


    

 


2.2.4.       
Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall
not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.


 


2.3.            
Registrations on Form F-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that
the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register
the resale of any or all of their Registrable Securities on Form F-3 or any similar short form registration statement that may be available
at such time (“Form F-3”); provided, however, that the Company shall not be obligated to effect such request through an Underwritten
Offering. Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities
for a Registration on Form F-3, the Company shall promptly give written notice of the proposed Registration on Form F-3 to all other Holders
of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s
Registrable Securities in such Registration on Form F-3 shall so notify the Company, in writing, within ten (10) days after the receipt
by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s
initial receipt of such written request for a Registration on Form F-3, the Company shall file a Registration Statement relating to all
or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion
of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by
such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to Section
2.3 hereof if (i) a Form F-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders
of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and
such other equity securities (if any) at any aggregate price to the public of less than $10,000,000.


 


2.4.            
Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s
good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of,
a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand
Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable
Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the Holders
are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board such
Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing
of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman
of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration
Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such
event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however, that the
Company shall not defer its obligation in this manner more than once in any 12 month period.


 






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ARTICLE III

COMPANY PROCEDURES


 


3.1.            
General Procedures. If at any time on or after the date the Company consummates the Business Combination the Company is required
to effect the Registration of Registrable Securities, the Company shall use its commercially reasonable efforts to effect such Registration
to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the
Company shall, as expeditiously as possible:


 


3.1.1.       
prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities
and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable
Securities covered by such Registration Statement have been sold;


 


3.1.2.       
prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be reasonably requested by the majority-in-interest of the Holders with Registrable Securities registered on
such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions
applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration
Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan
of distribution set forth in such Registration Statement or supplement to the Prospectus;


 


3.1.3.       
prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all
exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each
preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration
or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such
Holders;


 


3.1.4.       
prior to any public offering of Registrable Securities, use its commercially 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 the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan
of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement
to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations
of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities
included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided,
however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be
required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction
where it is not then otherwise so subject;


 






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3.1.5.       
cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities
issued by the Company are then listed;


 


3.1.6.       
provide a transfer agent, warrant agent or right agent, as applicable, and registrar for all such Registrable Securities no later
than the effective date of such Registration Statement;


 


3.1.7.       
advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance
of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any
proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain
its withdrawal if such stop order should be issued;


 


3.1.8.       
at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish
a copy thereof to each seller of such Registrable Securities or its counsel;


 


3.1.9.       
notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the
Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in
effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;


 


3.1.10.   
permit a representative of the Holders (such representative to be selected by a majority of the participating Holders), the Underwriters,
if any, and any attorney or accountant retained by such Holders, or Underwriter to participate, at each such person’s own expense,
in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information
reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however,
that such representative or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the
Company, prior to the release or disclosure of any such information and provided further, the Company may not include the name of any
Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration Statement or Prospectus, any amendment
or supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference into such Registration
Statement or Prospectus, or any response to any comment letter, without the prior written consent of such Holder or Underwriter and providing
each such Holder or Underwriter a reasonable amount of time to review and comment on such applicable document, which comments the Company
shall include unless contrary to applicable law;


 


3.1.11.   
obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an
Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters
as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;


 






    12


     


    

 


3.1.12.   
on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date,
of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent,
if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is
being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such
opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;


 


3.1.13.   
in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing Underwriter of such offering;


 


3.1.14.   
make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least
twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration
Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated
thereafter by the Commission);


 


3.1.15.   
if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $51,000,000, use
its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations
that may be reasonably requested by the Underwriter in any Underwritten Offering; and


 


3.1.16.   
otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders,
in connection with such Registration.


 


3.2.            
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the
Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’
commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.


 


3.3.            
Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities
of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s
securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary
questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably
required under the terms of such underwriting arrangements.


 


3.4.            
Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus
contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has
received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants
to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised
in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration
Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion
in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control,
the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend
use of, such Registration Statement for the shortest period of time, but in no event more than ninety (90) days in any 12-month period,
determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding
sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating
to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders
of the expiration of any period during which it exercised its rights under this Section 3.4.


 






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3.5.            
Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting
company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace
period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act
and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take
such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell the
Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by
Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any
legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized
officer as to whether it has complied with such requirements.


 


ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1.            
Indemnification.


 


4.1.1.       
The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors
and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and
expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration
Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of
a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are
caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall
indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities
Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.


 


4.1.2.       
In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish
to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each
person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses
(including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the
Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue
statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein. The
Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters
(within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.
For the avoidance of doubt, the obligation to indemnify under this Section 4.1.2 shall be several, not joint and several, among the Holders
of Registrable Securities, and the total indemnification liability of a Holder under this Section 4.1.2 shall be in proportion to and
limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement.


 






    14


     


    

 


4.1.3.       
Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to
indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified
party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such
claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party.
If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party
without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not
to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified
by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest
may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall,
without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled
in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement)
or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation.


 


4.1.4.       
The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made
by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the
transfer of securities.


 


4.1.5.       
If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party,
in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of
such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party
and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information
supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent,
knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder
under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to
such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed
to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses
reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just
and equitable if contribution pursuant to this subsection 4.1.5 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 this subsection 4.1.5. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection
4.1.5 from any person who was not guilty of such fraudulent misrepresentation.


 






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ARTICLE V

MISCELLANEOUS


 


5.1.            
Notices. All general notices, demands or other communications required or permitted to be given or made hereunder shall be in writing
and delivered personally or sent by courier or sent by registered post or sent by electronic mail to the intended recipient thereof at
its address or at its email address set out below (or to such other address or email address as a party may from time to time notify the
other parties). Any such notice, demand or communication shall be deemed to have been duly served (a) if given personally or sent by courier,
upon delivery during normal business hours at the location of delivery or, if later, then on the next Business Day after the day of delivery;
(b) if sent by electronic mail during normal business hours at the location of delivery, immediately, or, if later, then on the next Business
Day after the day of delivery; (c) the third Business Day following the day sent by reputable international overnight courier (with written
confirmation of receipt); and (d) if sent by registered post, five (5) days after posting. The initial addresses and email addresses of
the parties for the purpose of this Agreement are:


 


if to the Company:


 


Noco-Noco Pte. Ltd.


#04-06 SGX Centre 2, Singapore


Attention: Kenneth Lim

Email: kenneth.lim@3dom.co.jp


 


if to a Holder, to
the address set forth on such Holder’s signature page hereto, or to such other address as any party may have furnished to the others
in writing in accordance herewith


 


5.2.            
Assignment; No Third Party Beneficiaries.


 


5.2.1.       
This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company
in whole or in part.


 






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5.2.2.       
Prior to the expiration of the Lock-up Period applicable to a Holder, as the case may be, such Holder may not assign or delegate
such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable
Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions
set forth in this Agreement. After the expiration of the Lock-up Period applicable to a Holder, as the case may be, such Holder may assign
or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee.


 


5.2.3.       
This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors
and the permitted assigns of the Holders, which shall include Permitted Transferees.


 


5.2.4.       
This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set
forth in this Agreement and Section 5.2 hereof.


 


5.2.5.       
No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate
the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof
and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, 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). Any transfer or assignment made
other than as provided in this Section 5.2 shall be null and void.


 


5.3.            
Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which
shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.


 


5.4.            
Governing Law; Venue; Waiver of Jury Trial. This Agreement, and all claims or causes of action 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 Delaware, 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.


 


Any proceeding or Action based
upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of
the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware),
or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably
(i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or
hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or
Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating
to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right
of any party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party
in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section
5.4.


 






    17


     


    

 


EACH PARTY HERETO ACKNOWLEDGES
AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED
AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY WAIVES ANY RIGHT SUCH PARTY MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.


 


5.5.            
Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the
Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement
may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding
the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder
of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall
require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any
failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver
of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by
a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 


5.6.            
Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has
any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any
Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the
Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms
and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement
shall prevail.


 


5.7.            
Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date
as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable
period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the
Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any
similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale and without compliance
with the current public reporting requirements set forth under Rule 144(i)(2). The provisions of Section 3.5 and Article IV shall
survive any termination.


 






    18


     


    

 


5.8.            
Termination of Prior Agreement. Each Holder that is also a party to the registration rights agreement entered into by and among
such Holder, Acquiror and certain other parties thereto dated May 12, 2022 (“Prior Agreement”) hereby consents that upon such
Holder’s execution and delivery of this Agreement, the Prior Agreement shall be automatically terminated without further force and
effect with respect to such Holder.


 


[SIGNATURE PAGES FOLLOW]


 






    19


     


    

 





IN WITNESS WHEREOF, the undersigned
have caused this Agreement to be executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	Prime
    Number Holding Inc.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


[Signature Page to the Registration Rights Agreement- Prime
Number Holding Inc.]


 






     


     


    

 


HOLDERS:


 


	PRIME
    NUMBER ACQUISITION SPONSOR LLC	GLORIOUS
    CAPITAL LLC
	 	 
	By:	 	 	By:	 
	Name:	Name:
	Title:	Title:
	 	 	 	 	 	 
	Dongfeng
    Wang (CEO)  	David
    Friedman (CFO)
	 	 
	 	 	 	 	 	 
	Qinyu
    Wang 

    (Independent Director)	Chris
    Dunn

    (Independent Director)
	 	 
	 	 	 	 	 	 
	David
    Sherman

     (Independent Director)	Sarah
    Gu

     (Secretary)








 


[Signature Page to the Registration Rights Agreement- Prime Number
Holding Inc.]


 






     


     


    

 





	HOLDERS:	 
	 	 
	3DOM
    ALLIANCE INC.	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 






 


[Signature Page to the Registration Rights
Agreement- Prime Number Holding Inc.]


 









     


     


    

 


	HOLDERS:	 
	 	 
	FUTURE
    SCIENCE RESEARCH INC.	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 






 


[Signature Page to the
Registration Rights Agreement- Prime Number Holding Inc.]