Exhibit
10.5


 


AMENDED
AND RESTATED

REGISTRATION RIGHTS AGREEMENT


 


THIS
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____
day of ________, 2020, by and among Diginex Limited, a Singapore public company limited by shares (“Singapore NewCo”),
and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor”
and collectively, the “Investors”).


 


WHEREAS,
8i Enterprises Pte. Ltd. (the “Sponsor”) is a party to that certain Registration Rights Agreement, dated
March 27, 2019 (the “Prior Agreement”) with 8i Enterprises Acquisition Corp., a British Virgin Islands
company (“JFK”), pursuant to which JFK provided the Sponsor with certain rights relating to the registration
of the securities of JFK held by the Sponsor;


 


WHEREAS,
in connection with the Business Combination, JFK, the Sponsor and Singapore NewCo agreed to amend and restate the Prior Agreement
to (a) replace any references to “8i Enterprises Acquisition Corp.” and “the Company” with “Singapore
NewCo,” and (b) include certain rights relating to the registration of (i) 20,000,000 ordinary shares, par value $____ of
Singapore NewCo issued to shareholders of Singapore Newco who are not affiliates of Diginex Limited, a Hong Kong entity, or Singapore
NewCo, (ii) all other securities of Singapore NewCo (including derivatives thereof, such as options and warrants) held by Singapore
NewCo’s officers, directors, nominees, and direct and indirect parents, control persons, affiliates and associates immediately
after the Business Combination, and (iii) 800,000 Singapore NewCo Ordinary Shares issuable to certain service providers in connection
with the closing of the Business Combination (collectively, the “Singapore NewCo Registrable Securities”).


 


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 that the Prior Agreement is hereby amended
and restated in its entirety, as of and contingent upon the closing of the Business Combination, as follows:


 


1.
DEFINITIONS. The following capitalized terms used herein have the following meanings:


 


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


 


“Business
Combination” means the consummation of the merger of JFK with and into BVI NewCo, whereby JFK will be the surviving
entity and the JFK shareholders shall become shareholders of Singapore NewCo.


 


“BVI
NewCo” means Digital Innovative Limited, a British Virgin Islands company and wholly-owned subsidiary of Singapore
NewCo.


 


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


 


“Closing
Date” is the closing date of the Business Combination and has the meaning set forth in Section 2.3 of the Share
Exchange 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 Commission promulgated
thereunder, all as the same shall be in effect at the time.


 


“Form
S-3” is defined in Section 2.3.


 


“Indemnified
Party” is defined in Section 4.3.


 


“Indemnifying
Party is defined in Section 4.3.


 


“Initial
Shares” means all of the outstanding Ordinary Shares issued prior to the consummation of JFK’s initial public
offering.


 


“Investor”
is defined in the preamble to this Agreement.


 




    	 



    	 



    

 


“Investor
Indemnified Party” is defined in Section 4.1.


 


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


 


“Notices”
is defined in Section 6.3.


 


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


 


“Private
Units” means the 221, 250 units the Sponsor privately purchased simultaneously with the consummation of JFK’s
initial public offering and the 18,750 units the Sponsor purchased upon the exercise of the underwriter’s over-allotment
option, which were exchanged for similar securities of Singapore NewCo in connection with the Business Combination.


 


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


 


“Registrable
Securities” means (i) the Initial Shares, (ii) the Private Units (and underlying Singapore NewCo Ordinary Shares),
(iii) any securities that were issued upon conversion of loans from the Sponsor to JFK immediately prior to the Business Combination,
if any (the “Loan Securities”), and (iv) the Singapore NewCo Registrable Securities. Registrable Securities
include any warrants, shares of capital stock or other securities of Singapore NewCo issued as a dividend or other distribution
with respect to or in exchange for or in replacement of the Initial Shares, Private Units (and underlying Singapore NewCo Ordinary
Shares), Loan Securities and the Singapore NewCo Registrable Securities. 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 Singapore NewCo and subsequent public distribution
of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding, or (d)
the Registrable Securities are freely saleable under Rule 144 under the Securities Act without volume limitations.


 


“Registration
Statement” means a registration statement filed by Singapore NewCo with the Commission in compliance with the Securities
Act and the rules and regulations promulgated thereunder for a public offering and sale of Common Stock (other than a registration
statement on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be
issued in exchange for securities or assets of another entity).


 


“Release
Date” means the date on which the Initial Shares are disbursed from escrow pursuant to Section 3 of that certain
Stock Escrow Agreement, dated as of March 27 2019, by and among the Investor and VStock Transfer, LLC.


 


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


 


“Singapore
NewCo Ordinary Shares” means the ordinary shares of Singapore NewCo


 


“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.


 


2.
REGISTRATION RIGHTS.


 


2.1
Demand Registration.


 


2.1.1
Request for Registration. At any time and from time to time on or after (x) the Closing Date of the Business Combination
with respect to the Private Units (or underlying Singapore NewCo Ordinary Shares), Loan Securities and Singapore NewCo Registrable
Securities, or (y) three months prior the Release Date with respect to the Initial Shares, either (i) the Sponsor or its affiliates
or transferees, or (ii) the holders of a majority-in-interest of the Singapore NewCo Registrable Securities or their affiliates
or transferees, may make a written demand for registration under the Securities Act of all or part of the Registrable Securities
(a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of
Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Singapore NewCo will notify
all holders of Registrable Securities of the demand, and each holder of 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 the Singapore NewCo within fifteen
(15) days after the receipt by the holder of the notice from the Singapore NewCo. 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. Singapore NewCo 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. For the avoidance of doubt, each of (a) the Sponsor and (b)
holders of Singapore NewCo Registrable Securities, are permitted to exercise a Demand Registration pursuant to this Section 2.1.1
with respect to their respective Registrable Securities.


 




    	 



    	 



    

 


2.1.2
Effective Registration. A registration will not count as a Demand Registration until the Registration Statement filed with
the Commission with respect to such Demand Registration has been declared effective and Singapore NewCo has complied with all
of its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has
been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop
order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such
Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is
removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue
the offering; provided, further, that Singapore NewCo 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 such holders so advise Singapore
NewCo 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 holder to include its Registrable
Securities in such registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion
of such holder’s Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders proposing
to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form
with the Underwriter or Underwriters selected for such underwriting by a majority-in-interest of the holders initiating the Demand
Registration.


 


2.1.4
Reduction of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten
offering advises Singapore NewCo and the Demanding Holders in writing that the dollar amount or number of shares of Registrable
Securities which the Demanding Holders desire to sell, taken together with all Singapore NewCo Ordinary Shares or other securities
which Singapore NewCo desires to sell and the Singapore NewCo Ordinary Shares, if any, as to which registration has been requested
pursuant to written contractual piggy-back registration rights held by other shareholders of Singapore NewCo who desire to sell,
exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the
proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar
amount or maximum number of shares, as applicable, the “Maximum Number of Shares”), then Singapore NewCo
shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by
the Demanding Holders (pro rata in accordance with the number of shares that each such Person has requested be included in such
registration, regardless of the number of shares held by each such Person (such proportion is referred to herein as “Pro
Rata”)) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clause (i), the Singapore NewCo Ordinary Shares or other securities
that Singapore NewCo desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iii) third, to the
extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Singapore NewCo Ordinary
Shares or other securities for the account of other persons that Singapore NewCo is obligated to register pursuant to written
contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares.


 


2.1.5
Withdrawal. If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled
to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to
withdraw from such offering by giving written notice to Singapore NewCo and the Underwriter or Underwriters of their request to
withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration.
If the majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, 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. If, at any time on or after the Closing Date of the Business Combination, Singapore NewCo proposes to
file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other
obligations exercisable or exchangeable for, or convertible into, equity securities, by Singapore NewCo for its own account or
for shareholders of Singapore NewCo for their account (or by Singapore NewCo and by shareholders of Singapore NewCo including,
without limitation, pursuant to Section 2.1), 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 Singapore NewCo’s existing
shareholders, (iii) for an offering of debt that is convertible into equity securities of Singapore NewCo or (iv) for a dividend
reinvestment plan, then Singapore NewCo shall (x) give written notice of such proposed filing to the holders of Registrable Securities
as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe
the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the
proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities
in such notice the opportunity to Register the sale of such number of shares of Registrable Securities as such holders may request
in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). Singapore
NewCo shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the
managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be
included in a Piggy-Back Registration on the same terms and conditions as any similar securities of Singapore NewCo and to permit
the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof.
All holders of 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. Notwithstanding the provisions set forth in the immediately preceding sentences, the
right to a Piggy-Back Registration set forth under this Section 2.2.1 with respect to the Registrable Securities shall terminate
on the seventh anniversary of the Effective Date.


 


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 Singapore NewCo and the holders of Registrable Securities in writing that the dollar amount or number of Singapore
NewCo Ordinary Shares which Singapore NewCo desires to sell, taken together with the Singapore NewCo Ordinary Shares, if any,
as to which Registration has been demanded pursuant to written contractual arrangements with persons other than the holders of
Registrable Securities hereunder, the Registrable Securities as to which Registration has been requested under this Section 2.2,
and the Singapore NewCo Ordinary Shares, if any, as to which Registration has been requested pursuant to the written contractual
piggy-back Registration rights of other shareholders of Singapore NewCo, exceeds the Maximum Number of Shares, then Singapore
NewCo shall include in any such Registration:


 


(a)
If the Registration is undertaken for Singapore NewCo’s account: (A) first, the Singapore NewCo Ordinary Shares or other
securities that Singapore NewCo desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to
the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Singapore NewCo Ordinary
Shares or other securities, if any, comprised of Registrable Securities, as to which Registration has been requested pursuant
to the applicable written contractual piggy-back registration rights of such security holders, Pro Rata, that can be sold without
exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of Shares has not been reached under
the foregoing clauses (A) and (B), the Singapore NewCo Ordinary Shares or other securities for the account of other persons that
Singapore NewCo is obligated to Register pursuant to written contractual piggy-back registration rights with such persons and
that can be sold without exceeding the Maximum Number of Shares;


 


(b)
If the registration is a “demand” registration undertaken at the demand of persons other than holders of Registrable
Securities, (A) first, the Singapore NewCo Ordinary Shares or other securities for the account of the demanding persons that can
be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clause (A), the Singapore NewCo Ordinary Shares or other securities that Singapore NewCo desires to
sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares
has not been reached under the foregoing clauses (A) and (B), collectively the shares of Common Stock or other securities comprised
of Registrable Securities, Pro Rata, as to which Registration has been requested pursuant to the terms hereof, that can be sold
without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clauses (A), (B) and (C), the Singapore NewCo Ordinary Shares or other securities for the account of other
persons that Singapore NewCo is obligated to Register pursuant to written contractual arrangements with such persons, that can
be sold without exceeding the Maximum Number of Shares.


 




    	 



    	 



    

 


2.2.3
Withdrawal. Any holder of 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 Singapore NewCo of such request to withdraw prior to the
effectiveness of the Registration Statement. Singapore NewCo (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. Notwithstanding any such withdrawal, Singapore NewCo shall pay all expenses
incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 3.3.


 


2.3
Registrations on Form S-3. At any time and from time to time on or after the Closing Date of the Business Combination the
holders of Registrable Securities may request in writing that Singapore NewCo register the resale of any or all of such Registrable
Securities on Form S-3, F-3 or any similar short-form registration which may be available at such time (“Form S-3”);
provided, however, that Singapore NewCo shall not be obligated to effect such request through an underwritten offering. Upon receipt
of such written request, Singapore NewCo will promptly give written notice of the proposed registration to all other holders of
Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s
or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable
Securities or other securities of Singapore NewCo, if any, of any other holder or holders joining in such request as are specified
in a written request given within fifteen (15) days after receipt of such written notice from Singapore NewCo; provided, however,
that Singapore NewCo shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Form S-3 is not
available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities
of Singapore NewCo entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities
(if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.3 shall
not be counted as Demand Registrations effected pursuant to Section 2.1.


 


3.
REGISTRATION PROCEDURES.


 


3.1
Filings; Information. Whenever Singapore NewCo is required to effect the Registration of any Registrable Securities pursuant
to Section 2, Singapore NewCo 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. Singapore NewCo shall use its best efforts to, as expeditiously as possible after receipt
of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement
on any form for which Singapore NewCo then qualifies or which counsel for Singapore NewCo shall deem appropriate and which form
shall be available for the sale of all Registrable Securities to be Registered thereunder in accordance with the intended method(s)
of distribution thereof, and shall use its best efforts to cause such Registration Statement to become effective and use its best
efforts to keep it effective for the period required by Section 3.1.3; provided, however, that Singapore NewCo shall have the
right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable
to deferment of any Demand Registration to which such Piggy-Back Registration relates, in each case if Singapore NewCo shall furnish
to the holders a certificate signed by the Chief Executive Officer or Chairman of Singapore NewCo stating that, in the good faith
judgment of the Board of Directors of Singapore NewCo, it would be materially detrimental to Singapore NewCo and its shareholders
for such Registration Statement to be effected at such time; provided further, however, that Singapore NewCo shall not have the
right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of
a Demand Registration hereunder.


 


3.1.2
Copies. Singapore NewCo shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto,
furnish without charge to 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 holders of 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. Singapore NewCo shall prepare and file with the Commission such amendments, including post-effective
amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary
to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable
Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s)
of distribution set forth in such Registration Statement or such securities have been withdrawn.


 




    	 



    	 



    

 


3.1.4
Notification. After the filing of a Registration Statement, Singapore NewCo shall promptly, and in no event more than two
(2) business days after such filing, notify the holders of 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 two (2) business
days of the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective
amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any
stop order (and Singapore NewCo shall take all actions required to prevent the entry of such stop order or to remove it if entered);
and (iv) any request by the Commission for any amendment or supplement to such Registration Statement or any prospectus relating
thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment
to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement,
such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, and promptly make available to the holders of Registrable
Securities included in such Registration Statement any such supplement or amendment; except that, before filing with the Commission
a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference,
Singapore NewCo shall furnish, to the holders of 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, and Singapore NewCo shall
not file any Registration Statement or prospectus or amendment or supplement thereto, including documents incorporated by reference,
to which such holders or their legal counsel shall object.


 


3.1.5
State Securities Laws Compliance. Singapore NewCo shall use its best efforts to (i) Register or qualify the Registrable
Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in
the United States as 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 Singapore NewCo 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 Singapore NewCo shall not be required to qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this paragraph or subject itself to taxation in any such
jurisdiction.


 


3.1.6
Agreements for Disposition. Singapore NewCo shall enter into customary agreements (including, if applicable, an underwriting
agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition
of such Registrable Securities. The representations, warranties and covenants of Singapore NewCo 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 the holders of Registrable Securities included in such registration statement. No holder of 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 Singapore NewCo, the principal financial officer of Singapore NewCo, the
principal accounting officer of Singapore NewCo and all other officers and members of the management of Singapore NewCo shall
cooperate fully in any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the
preparation of the Registration Statement with respect to such offering and all other offering materials and related documents,
and participation in meetings with Underwriters, attorneys, accountants and potential investors.


 


3.1.8
Records. Singapore NewCo shall make available, for inspection by the holders of 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 of Registrable Securities included in such Registration Statement or any
Underwriter, all financial and other records, pertinent corporate documents and properties of Singapore NewCo, as shall be necessary
to enable them to exercise their due diligence responsibility, and cause Singapore NewCo’s officers, directors and employees
to supply all information requested by any of them in connection with such Registration Statement.


 




    	 



    	 



    

 





3.1.9
Opinions and Comfort Letters. Upon request, Singapore NewCo shall furnish to each holder of Registrable Securities included
in any Registration Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to Singapore NewCo
delivered to any Underwriter and (ii) any comfort letter from Singapore NewCo’s independent public accountants delivered
to any Underwriter. In the event no legal opinion is delivered to any Underwriter, Singapore NewCo shall furnish to each holder
of Registrable Securities included in such Registration Statement, at any time that such holder elects to use a prospectus, an
opinion of counsel to Singapore NewCo to the effect that the Registration Statement containing such prospectus has been declared
effective and that no stop order is in effect.


 


3.1.10
Earnings Statement. Singapore NewCo shall comply with all applicable rules and regulations of the Commission and the Securities
Act, and make available to its shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) months,
which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.


 


3.1.11
Listing. Singapore NewCo shall use its best efforts to cause all Registrable Securities included in any registration to
be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by Singapore NewCo
are then listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to the
holders of a majority 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
$5,000,000, Singapore NewCo shall use its reasonable efforts to make available senior executives of Singapore NewCo to participate
in customary “road show” presentations that may be reasonably requested by the Underwriter in any underwritten offering,
with all out-of-pocket costs and expenses incurred by Singapore NewCo or such officers in connection with such attendance and
participation to be paid by Singapore NewCo.


 


3.2
Obligation to Suspend Distribution. Upon receipt of any notice from Singapore NewCo of the happening of any event of the
kind described in Section 3.1.4(iv), or, in the case of a resale registration on Form S-3 pursuant to Section 2.3 hereof, upon
any suspension by Singapore NewCo, pursuant to a written insider trading compliance program adopted by Singapore NewCo’s
Board of Directors, of the ability of all “insiders” covered by such program to transact in Singapore NewCo’s
securities because of the existence of material non-public information, each holder of 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 restriction on the ability of “insiders” to transact in Singapore NewCo’s securities is removed, as applicable,
and, if so directed by Singapore NewCo, each such holder will deliver to Singapore NewCo 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.


 


3.3
Registration Expenses. Singapore NewCo shall bear all costs and expenses incurred in connection with any Demand Registration
pursuant to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant
to Section 2.3, and all expenses incurred in performing or complying with its other obligations under this Agreement, whether
or not the Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii)
fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements of counsel in
connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) Singapore NewCo’s
internal expenses (including, without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses
incurred in connection with the listing of the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory
Authority fees; (vii) fees and disbursements of counsel for Singapore NewCo and fees and expenses for independent certified public
accountants retained by Singapore NewCo (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 Singapore
NewCo in connection with such registration; and (ix) the reasonable fees and expenses of one legal counsel selected by the holders
of a majority-in-interest of the Registrable Securities included in such registration. Singapore NewCo 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 shareholders and Singapore NewCo shall bear the expenses of the Underwriter pro rata in proportion to the
respective amount of shares each is selling in such offering.


 


3.4
Information. The holders of Registrable Securities shall provide such information as may reasonably be requested by Singapore
NewCo, or the managing Underwriter, if any, in connection with the preparation of any 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 Singapore NewCo’s obligation to comply with federal and applicable state securities laws.


 




    	 



    	 



    

 


4.
INDEMNIFICATION AND CONTRIBUTION.


 


4.1
Indemnification by Singapore NewCo. Singapore NewCo agrees to indemnify and hold harmless each Investor and each other
holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members,
attorneys and agents, and each person, if any, who controls an Investor and each other holder of Registrable Securities (within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified
Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several,
arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration
Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus,
final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration
Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, or any violation by Singapore NewCo of the Securities Act or any rule
or regulation promulgated thereunder applicable to Singapore NewCo and relating to action or inaction required of Singapore NewCo
in connection with any such registration; and Singapore NewCo shall promptly reimburse the Investor Indemnified Party for any
legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending
any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Singapore NewCo will not be liable
in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue
statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus,
final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information
furnished to Singapore NewCo, in writing, by such selling holder expressly for use therein. Singapore NewCo also shall indemnify
any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person
who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.


 


4.2
Indemnification by Holders of Registrable Securities. Each selling holder of 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 Singapore NewCo, each of its directors and officers and each Underwriter (if
any), and each other selling holder and each other person, if any, who controls another selling holder or such Underwriter within
the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar
as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue
statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such
Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus
contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are
based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the
statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished
in writing to Singapore NewCo by such selling holder expressly for use therein, and shall reimburse Singapore NewCo, its directors
and officers, 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, consent
to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified
Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment
or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.


 




    	 



    	 



    

 


4.4
Contribution.


 


4.4.1
If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect
of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying
such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim,
damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and
the Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or
action, as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying
Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to information supplied by such Indemnified Party or such
Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.


 


4.4.2
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined
by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred
to in the immediately preceding Section 4.4.1.


 


4.4.3
The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in
the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other
expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding
the provisions of this Section 4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of
the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received
by such holder from the sale of Registrable Securities which gave rise to such contribution obligation. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.


 


5.
RULE 144.


 


5.1
Rule 144. Singapore NewCo 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 the holders of 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 may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission.


 


6.
MISCELLANEOUS.


 


6.1
Other Registration Rights. Singapore NewCo represents and warrants that no person, other than the holders of the Registrable
Securities, has any right to require Singapore NewCo to register any of Singapore NewCo’s share capital for sale or to include
shares Singapore NewCo’s share capital in any registration filed by Singapore NewCo 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 Singapore NewCo hereunder
may not be assigned or delegated by Singapore NewCo in whole or in part, without the prior written consent of holders of a majority-in-interest
of the Registrable Securities. This Agreement and the rights, duties and obligations of the holders of Registrable Securities
hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of
any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and
shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or holder of Registrable Securities
or of any assignee of the Investors or holder of Registrable Securities. This Agreement is not intended to confer any rights or
benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2.


 


6.3
Notices. All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”)
required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be
personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram,
telex or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by
written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by telegram,
telex or facsimile; provided that, if such service or transmission is not on a business day or is after normal business hours,
then such notice shall be deemed given on the next business day. Notice otherwise sent as provided herein shall be deemed given
on the next business day following timely delivery of such notice to a reputable air courier service with an order for next-day
delivery.


 




    	 



    	 



    

 


To
Singapore NewCo:


 


__________________________________


__________________________________


__________________________________


 


Attention:
_________________________





Phone:
____________________________





Email:
____________________________


 


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


 


__________________


__________________

__________________

__________________


 


To
an Investor, to the address set forth below such Investor’s name on the signature pages hereto.


 


6.4
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part
of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid
and enforceable.


 


6.5
Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all
of which taken together shall constitute one and the same instrument.


 


6.6
Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments
delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof
and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between
the parties, whether oral or written.


 


6.7
Modifications and Amendments. No amendment, modification or termination of this Agreement shall be binding upon any party
unless executed in writing by such party.


 


6.8
Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the
construction of any provision of this Agreement.


 


6.9
Waivers and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right
to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such
party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach
or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained
shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained.
No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for
performance of any other obligations or acts.


 


6.10
Remedies Cumulative. In the event that Singapore NewCo fails to observe or perform any covenant or agreement to be observed
or performed under this Agreement, the Investor or any other holder of Registrable Securities 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.


 


6.11
Governing Law. This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws
of the State of New York applicable to agreements made and to be performed within the State of New York, without giving effect
to any choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction.


 


6.12
Waiver of Trial by Jury. Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action,
suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating
to this Agreement, the transactions contemplated hereby, or the actions of the Investor in the negotiation, administration, performance
or enforcement hereof.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties have caused this Amended and Restated Registration Rights Agreement to be executed and delivered
by their duly authorized representatives as of the date first written above.


 


	 	COMPANY:
	 	 	 
	 	DIGINEX
    LIMITED
	 	 	 
	 	By:	                 
	 	Name:
    	 
	 	Title:
    	 


 


[Signature
page to Amended and Restated Registration Rights Agreement]


 




    	 



    	 



    

 


	 	INVESTOR:
	 	 	 
	 	 
	 	Print
    Name of Investor
	 	 	 
	 	 
	 	Signature
	 	 	 
	 	By:	                       
	 	Title:	 


 


		Address:




 





[Signature
page to Amended and Restated Registration Rights Agreement]