Exhibit 10.1


 


Execution Version


 


ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT


 


THIS
ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT (this “Agreement”), dated as of August 9, 2022, is entered
into by and among PT Wira Laju Rejeki, a limited liability company incorporated under the laws of Indonesia (“Assignor”),
Guanzhong Bamboo Capital Pte. Ltd., an exempt private company limited by shares incorporated under the laws of Singapore (“Assignee”),
Provident Acquisition Corp., a Cayman Islands exempted company (the “Issuer”), and Perfect Corp., a Cayman Islands
exempted company (the “Company”). Capitalized terms used but not defined herein shall have the meaning ascribed to
such terms in the Subscription Agreement (as defined below).


 


WHEREAS, Assignor, the Issuer and the Company entered
into that certain subscription agreement dated as of March 3, 2022 (the “Subscription Agreement”), pursuant to
which Assignor has agreed to subscribe for and purchase from the Issuer an aggregate of 500,000 Issuer Class A Ordinary Shares for
a purchase price of $10.00 per share and for the aggregate purchase price of $5,000,000 on the date that is one Business Day prior to
the consummation of the First Merger;


 


WHEREAS, Assignee, is an investment holding company
incorporated on June 26, 2021 in Singapore, and is an Affiliate (as defined in the Business Combination Agreement) of the Assignor;


 


WHEREAS, Assignor desires to transfer and assign
to Assignee, and Assignee desires to assume the Subscription Agreement, including the full amount of Assignor’s aggregate subscription
under the Subscription Agreement; and


 


WHEREAS, Section 6.5 (Assignment) of
the Subscription Agreement provides that neither the Subscription Agreement nor any rights and interests or obligations that may accrue
to the parties thereunder (including Assignor’s rights to purchase the Subscribed Shares) may be transferred or assigned without
the prior written consent of the other parties thereof, and the Issuer and the Company desire to provide such consent in accordance with
the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration of the mutual
agreements herein contained, the receipt and sufficiency of which is hereby acknowledged and intending to be legally bound, the parties
hereto agree as follows:


 


1.            Assignment
and Assumption. Subject to the provisions of this Agreement, Assignor hereby assigns to Assignee all of Assignor’s right, title
and interest in and to the Subscription Agreement; and Assignee hereby accepts such assignment and assumes all of Assignor’s liabilities
and obligations under the Subscription Agreement, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all
of Assignor’s liabilities and obligations under the Subscription Agreement. Assignee confirms that it has reviewed the Subscription
Agreement with legal counsel of Assignee’s choosing and Assignee agrees that the Issuer and the Company shall have the right of
direct action against Assignee pursuant to the same remedies as are available against Assignor.


 


2.            Representations
and Warranties of Assignor and Assignee; No Release of Assignor.


 


2.1.            Assignor
and Assignee hereby represent and warrant to each of the Issuer and the Company that the information with respect to the Assignor and
Assignee in the recitals are true and correct as of the date hereof and as of the Subscription Closing Date.


 


2.2.            To
induce the Issuer and the Company to enter into this Agreement, (a) Assignee hereby represents and warrants to each of the
Issuer and the Company and acknowledges and agrees with each of the Issuer and the Company, as of the date hereof and as of the
Subscription Closing Date, each of the representations and warranties of Assignor set forth in the Subscription Agreement as if made
by Assignee mutatis mutandis, and (b) Assignor hereby acknowledges and agrees that that neither this Agreement nor the
consent of the Issuer or the Company hereunder shall release Assignor in whole or in part from any of its liabilities and
obligations under the Subscription Agreement if Assignee fails to pay, perform, satisfy or discharge in full, as the same become
due, any such liability or obligation. Assignor
hereby agrees to be bound by any amendment to the Subscription Agreement after the date hereof which is executed by the Assignee. In
furtherance of the foregoing, it is specifically understood and agreed that in the event of default by Assignee under the
Subscription Agreement, the Issuer and the Company shall be entitled to commence any action or proceeding against Assignor or
otherwise exercise any available remedies at law or in equity to enforce the provisions of the Subscription Agreement against
Assignor without first commencing any action or otherwise proceeding against Assignee or any other party, or otherwise exhausting
all of its available remedies against Assignee or any other party.


 






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3.            Consent;
Subsequent Assignment. Pursuant to Section 6.5 (Assignment) of the Subscription Agreement, each of the Issuer and the
Company hereby consents to the assignment of the Subscription Agreement by Assignor to Assignee and the assumption of the Subscription
Agreement by Assignee from Assignor, in each case pursuant to this Agreement. The consent of the Issuer and the Company shall be deemed
limited solely to the assignment as provided in this Agreement, and the Issuer and the Company reserve the right to consent or to withhold
consent and all other rights under the Subscription Agreement with respect to any other matters, including, without limitation, any subsequent
assignment.


 


4.            Effectiveness
of Consent. The effectiveness of this Agreement is subject to and conditioned upon the full execution and delivery by and among the
parties of this Agreement.


 


5.            Miscellaneous
Provisions.


 


5.1.            Subscription
Agreement. Each party hereby acknowledges and agrees that, except as expressly set forth hereunder, neither the representations and
warranties, covenants, agreements, terms, provisions or conditions nor the rights, obligations or remedies of any party under the Subscription
Agreement shall be deemed to be abrogated, modified, waived, impaired, affected or altered in any way by execution or acceptance of this
Agreement.


 


5.2.            Notice.
For purposes of Section 6.2 of the Subscription Agreement, all notices and other communications to Assignee shall be given or made
to:


 


		Company:	Guanzhong Bamboo Capital Pte. Ltd.
		Address:	Gedung Avian Brands, Jl. Ahmad Yani No. 317
			Surabaya 60234, Jawa Timur, Indonesia
		Attention:	Ruslan Tanoko
		Email:	rtanoko@gmail.com



 


5.3.            Entire
Agreement; Conflict. This Agreement and the Subscription Agreement constitute the entire agreement, and supersedes all other prior
agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter
hereof.  In the event of any conflict between this Agreement and the Subscription Agreement,
the provisions of this Agreement shall control.


 


5.4.            Incorporation
by Reference. Article 6 of the Subscription Agreement shall apply mutatis mutandis to this Agreement.


 


[Signature Page Follows]


 






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


 


 


	 	
    PT Wira Laju Rejeki

	 	 
	 	 
	 	By:	/s/ RUSLAN TANOKO
	 	 	Name:RUSLAN TANOKO
	 	 	Title: Director


 


[Signature Page to Assignment,
Assumption and Consent Agreement]


 






    


     


    

 


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


 


	 	
    Guanzhong Bamboo Capital Pte. Ltd.

	 	 
	 	 
	 	By:	/s/ LIM LI CHING
	 	 	Name:LIM LI CHING
	 	 	Title: Director


 


[Signature Page to Assignment,
Assumption and Consent Agreement]


 






    


     


    

 


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


 


	 	PROVIDENT ACQUISITION CORP.
	 	 
	 	 
	 	By:	/s/ MICHAEL AW
	 	 	Name:MICHAEL AW
	 	 	Title: Director


 


[Signature Page to Assignment, Assumption and
Consent Agreement]


 






    


     


    

 


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


 


	 	PERFECT CORP.
	 	 
	 	 
	 	By:	/s/ ALICE H. CHANG
	 	 	Name: ALICE H. CHANG
	 	 	Title:  Chief Executive Officer


 


[Signature Page to Assignment, Assumption and
Consent Agreement]