Exhibit
10.3


 


 FORM
OF  REGISTRATION RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [•], 2022 (the “Effective
Date”) by and among (i) INFINT Acquisition Corporation, a Cayman Islands exempted company (including its successors, the
“Purchaser”), and (ii) and the undersigned parties listed on Exhibit A hereto (each such party, together
with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder”
and collectively, the “Holders”).


 


WHEREAS,
on August 3, 2022, the Purchaser, Fintech Merger Sub Corp., a Cayman Islands exempted company and a wholly-owned subsidiary of the Purchaser
(“Merger Sub”), and Seamless Group Inc., a Cayman Islands exempted company (the “Company”),
entered into that certain Business Combination Agreement (as amended from time to time in accordance with the terms thereof, the “Business
Combination Agreement”);


 


WHEREAS,
pursuant to the Business Combination Agreement, subject to the terms and conditions thereof, upon the consummation of the transactions
contemplated thereby (the “Closing”), among other matters, Merger Sub will merge with and into the Company,
with the Company continuing as the surviving entity and a wholly-owned subsidiary of the Purchaser, and with the Holders, as stockholders
of the Purchaser, receiving ordinary shares of the Purchaser (the “Merger Shares”), all upon the terms and
subject to the conditions set forth in the Business Combination Agreement and in accordance with the provisions of applicable law;


 


WHEREAS,
the Purchaser is a party to that certain Founder Registration Rights Agreement with Initial Holders regard to the Founder Securities
(each as such term defined below) (the “Existing Agreement”); and


 


WHEREAS,
the parties desire to enter into this Agreement, and terminate the Existing Agreement, to provide the Holders and the Initial Holders
with certain rights relating to the registration of the Merger Shares and the Founder 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 as follows:


 


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


 


“Affiliate”
means, with respect to any specified Person, any Person that, directly or indirectly through one or more entities, controls or is controlled
by, or is under common control with, such specified Person. The term “control” (including the terms “controlled by”
and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction
of the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise.


 


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


 






    	 



    	 



    

 


“Business
Combination” means the acquisition of direct or indirect ownership through a merger, share exchange, asset acquisition,
share purchase, recapitalization, reorganization, or other similar type of transaction, of one or more businesses or entities.


 


“Business
Day” means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings or, in the
case of determining a date when any payment is due, any day on which banks are not required or authorized to close in New York, NY.


 


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


 


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


 


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


 


“Demand
Registration” is defined in Section 2.2.1.


 


“Demanding
Holder” is defined in Section 2.2.1.


 


“Effective
Date” is defined in the preamble to this Agreement.


 


“Effectiveness
Date” means, with respect to the Initial Registration Statement, the 90th calendar day following the Filing Date (or in
the event the Registration Statement receives a “full review” by the Commission, the 120th day following the Filing Date)
and with respect to any additional Registration Statements which may be required pursuant to Sections 2.2 and 2.3, the 90th calendar
day following the date on which an additional Registration Statement is required to be filed hereunder; provided, however, that in the
event the Purchaser is notified by the Commission that one or more of the above Registration Statements will not be reviewed or is no
longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth Business Day
following the date on which the Purchaser is so notified if such date precedes the dates otherwise required above; provided, further,
that, if the Effectiveness Date falls on a Saturday or Sunday or any other day which shall be a legal holiday or a day on which the Commission
is authorized or required by law or other government actions to close, the Effectiveness Date shall be the following Business Day.


 


“Effectiveness
Period” shall have the meaning set forth 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.


 


“Filing
Date” means, with respect to the Initial Registration Statement required hereunder, the 30th calendar day following the
date hereof and, with respect to any additional Registration Statements which may be required pursuant to Sections 2.2 and 2.3, the earliest
practical date on which the Purchaser is permitted by Commission Guidance to file such additional Registration Statement related to the
Registrable Securities; provided, however, that, if the Filing Date falls on a Saturday or Sunday or any other day which shall be a legal
holiday or a day on which the Commission is authorized or required by law or other government actions to close, the Filing Date shall
be the following Business Day.





 






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“Form
S-3” is defined in Section 2.3.5.


 


“Founder
Registration Rights Agreement” means that certain Registration and Shareholder Rights Agreement, dated as of November 23,
2021, by and among the Purchaser, INFINT Capital LLC (the “Sponsor”) and certain other stockholders of the
Purchaser.


 


“Founder
Securities” means all Ordinary Shares and all securities convertible into or exercisable for Ordinary Shares, held by the
Initial Holders as of the Effective Date of this Agreement.


 


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


 


“Indemnified
Party” is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


“Initial
Holders” means the Sponsor, Benchmark Investments LLC and JonesTrading Institutional Services LLC, and any successors in
interest thereto with respect to any Founder Securities.


 


“Initial
Registration Statement” means the Registration Statement required to be filed pursuant to Section 2.1.


 


“Holder
Indemnified Party” is defined in Section 4.1.


 


“Maximum
Number of Shares” is defined in Section 2.2.4.


 


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


 


“Merger
Shares” means the Ordinary Shares of the Purchaser issued or issuable to the Holders pursuant to the terms of the Business
Combination Agreement.


 


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


 


“Notices”
is defined in Section 6.3.


 


“Ordinary
Shares” means Class A and Class B ordinary shares, par value $0.0001 per share, of the Purchaser, along with any equity
securities paid as dividends or distributions after the Closing with respect to such shares or into which such shares are exchanged or
converted after the Closing.


 


“Piggy-Back
Registration” is defined in Section 2.3.1.


 


“Private
Placement Warrants” means each one warrant of the Purchaser entitling the holder thereof to purchase one Ordinary Share
in accordance with terms described in the final prospectus for the Purchaser’s initial public offering with respect to the private
warrants of the Purchaser.


 






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“Pro
Rata” is defined in Section 2.1.2.


 


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


 


“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 Shares and any Ordinary Shares held by the Holders and Initial Holders immediately following
the closing of the Business Combination, (ii) the Private Placement Warrants (including any Ordinary Shares issued or issuable upon the
exercise of any such Private Placement Warrants), and (iii) any warrants, shares of capital stock or other securities of the Purchaser
acquired by a Holder after the Closing, or issued as a dividend or other distribution with respect to or in exchange for or in replacement
of such Shares. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration
Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall
have been sold, transferred, disposed of, or exchanged in accordance with such Registration Statement; (b) such securities shall have
been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by
the Purchaser 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 without volume limitations.


 


“Registration
Statement” means a registration statement filed by the Purchaser with the Commission in compliance with the Securities
Act and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other
obligations exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4
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).


 


“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.


 


“Shares”
means the Merger Shares and the Founder Securities.


 


“Underwriter”
means, solely for the purposes of this Agreement, a securities dealer who purchases any Registrable Securities as principal in an underwritten
offering and not as part of such dealer’s market-making activities.





 






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2.
REGISTRATION RIGHTS.


 


2.1
Shelf Registration.


 


2.1.1
On or prior to each Filing Date, the Purchaser shall prepare and file with the Commission a Registration Statement covering the resale
of all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that, the Purchaser shall use diligent
efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance,
including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on an effective
Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder
shall be on Form S-1 (except if the Purchaser is then eligible to register for resale the Registrable Securities on Form S-3, such registration
shall be on Form F-3 in accordance herewith). If the Purchaser shall qualify as a Foreign Private Issuer, the Purchaser shall use commercially
reasonable efforts to convert the Form S-1 Registration Statement or Form S-3 Registration Statement, as applicable, to a Registration
Statement for a Registration on Form F-1 or F-3, as soon as practicable thereafter. Subject to the terms of this Agreement, the Purchaser
shall use its commercially reasonable efforts to cause a Registration Statement to be declared effective under the Securities Act as
promptly as practicable after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its commercially
reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities
covered by such Registration Statement have been sold, or may be sold without volume or manner-of-sale restrictions pursuant to Rule
144, without the requirement for the Purchaser to be in compliance with the current public information requirement under Rule 144, as
determined by the counsel to the Purchaser pursuant to a written opinion letter to such effect, addressed and acceptable to the transfer
agent and the affected Holders (the “Effectiveness Period”). The Purchaser shall telephonically request effectiveness
of a Registration Statement as of 5:00 p.m. New York City time on a Business Day. The Purchaser shall promptly notify the Holders by
e-mail of the effectiveness of a Registration Statement on the same Business Day that the Purchaser telephonically confirms effectiveness
with the Commission. The Purchaser shall, no later than the second Business Day after the effective date of such Registration Statement,
file a final Prospectus with the Commission as required by Rule 424.


 


2.1.2
Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities
permitted to be registered on a particular Registration Statement (and notwithstanding that the Purchaser used diligent efforts to advocate
with the Commission for the registration of all or a greater portion of Registrable Securities), the number of Registrable Securities
to be registered shall be reduced on a on a pro rata basis based on the total number of Registrable Securities held by such Holders (such
proportion is referred to herein as “Pro Rata”). In the event of a reduction hereunder, the Purchaser shall
give the Holder, as applicable, at least five (5) Business Days prior written notice along with the calculations as to such Holder’s
allotment. Promptly after such SEC Guidance is no longer applicable with respect to some or all of the remaining unregistered Registrable
Securities, the Purchaser shall file an additional Registration Statement in accordance with this Section 2 to with respect to such shares.


 






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2.1.3
Each Holder agrees to furnish to the Purchaser a completed Selling Stockholder Questionnaire within five (5) Business Days following
the date of this Agreement. Each Holder further acknowledges and agrees that it shall not be entitled to be named as a selling security
holder in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time unless such Holder
has returned to the Purchaser a completed and signed Selling Stockholder Questionnaire. If a Holder of Registrable Securities returns
a Selling Stockholder Questionnaire after the deadline specified in the previous sentence, the Purchaser shall use its commercially reasonable
efforts to take such actions as are required to name such Holder as a selling security holder in the Registration Statement or any pre-effective
or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable
Securities identified in such late Selling Stockholder Questionnaire; provided that the Purchaser shall not be required to file an additional
Registration Statement solely for such shares.


 


2.2
Demand Registration.


 


2.2.1
Request for Registration. At any time and from time to time on or after the date of this Agreement, the Holders of twenty-five
percent (25%) of the Registrable Securities may make a written demand for registration under the Securities Act of all or part of their
Registrable Securities, as the case may be (a “Demand Registration”); provided, however, that the Sponsor shall
have one Demand Registration, exercisable in its sole discretion, to register all or part of its Registrable Securities. 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 Purchaser will within twenty (20) days of the Purchaser’s receipt of the Demand Registration 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 Purchaser within ten (10) days after the receipt
by the holder of the notice from the Purchaser. Upon any such request, the Demanding Holders shall be entitled to have their Registrable
Securities included in the Demand Registration, subject to Section 2.2.4 and the provisos set forth in Section 3.1.1. The Purchaser shall
not be obligated to effect no more than an aggregate of four (4) Demand Registrations under this Section 2.2.1 in respect of all Registrable
Securities, including any Demand Registration from the Sponsor.


 


2.2.2
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 the Purchaser 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 the Purchaser
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.


 






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2.2.3
Underwritten Offering. If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Purchaser 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; provided that the total offering price is reasonably expected to exceed, in the aggregate,
$30 million. 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.


 


2.2.4
Reduction of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering,
in good faith, advises the Purchaser 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 other Ordinary Shares or other securities which the Purchaser desires
to sell and the Ordinary Shares, if any, as to which registration has been requested pursuant to written contractual piggy-back registration
rights held by other shareholders of the Purchaser 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 the Purchaser 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) 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 Registrable Securities of Holders exercising their rights to register their Registrable Securities 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), Ordinary Shares or other securities that the Purchaser desires to sell that can
be sold without exceeding the Maximum Number of Shares.


 


2.2.5
Withdrawal. If, prior to filing of the applicable “red herring prospectus” or prospectus supplement used for marketing
such registration, 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 the Purchaser 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 2.2.


 






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2.3
Piggy-Back Registration.


 


2.3.1
Piggy-Back Rights. If at any time on or after the date of this Agreement the Purchaser 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 the Purchaser for its own account or for shareholders of the Purchaser for their account
(or by the Purchaser and by shareholders of the Purchaser including, without limitation, pursuant to Section 2.2), 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 Purchaser’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the
Purchaser, or (iv) for a dividend reinvestment plan, then the Purchaser 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 twenty (20) 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 ten (10) days following receipt of such notice (a “Piggy-Back Registration” ). The
Purchaser shall, in good faith, 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 the Purchaser 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 2.3.1 with respect to the Registrable Securities shall terminate on the seventh anniversary of the Effective
Date.


 


2.3.2
Reduction of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten
offering advises the Purchaser and the holders of Registrable Securities in writing that the dollar amount or number of Ordinary Shares
which the Purchaser desires to sell, taken together with the 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 2.3, and the Ordinary Shares, if any, as to which registration has been
requested pursuant to the terms hereof exceeds the Maximum Number of Shares, then the Purchaser shall include in any such registration:


 


a)
If the registration is undertaken for the Purchaser’s account: (A) first, the Ordinary Shares or other securities that the Purchaser
desires to sell that can be sold without exceeding the Maximum Number of Shares; and (B) second, to the extent that the Maximum Number
of Shares has not been reached under the foregoing clause (A), the Ordinary Shares or other securities, if any, comprised of Registrable
Securities as to which registration has been requested pursuant to the terms hereof, 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 Ordinary Shares or other securities for the account of other persons that the Purchaser 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;


 






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b)
If the registration is a “demand” registration undertaken at the demand of persons other than the holders of Registrable
Securities, (A) first, the 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 Ordinary Shares 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 (C) third, to the extent that the
Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other securities that the
Purchaser desires to sell 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 Ordinary Shares or other securities for the account
of other persons that the Purchaser is obligated to register pursuant to written contractual arrangements with such persons, that can
be sold without exceeding the Maximum Number of Shares.


 


2.3.3
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 the Purchaser of such request to withdraw prior to the effectiveness
of the Registration Statement. The Purchaser (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, the Purchaser shall pay all expenses incurred by the holders of Registrable Securities
in connection with such Piggy-Back Registration as provided in Section 3.3.


 


2.3.4
Unlimited Piggy-Back Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.3 hereof shall
not be counted as a Registration pursuant to a Demand Registration effected under Section 2.2 hereof. The Holders shall have unlimited
Piggy-Back Registration Rights.


 


2.3.5
Registrations on Form F-3. The holders of Registrable Securities may at any time and from time to time, request in writing that
the Purchaser register the resale of any or all of such Registrable Securities on Form F-3 or any similar short-form registration which
may be available at such time (“Form F-3”); provided, however, that the Purchaser shall not be obligated to
effect such request through an underwritten offering. Upon receipt of such written request, the Purchaser 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 the Purchaser, 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 the Purchaser; provided, however, that the Purchaser shall not be obligated to effect any such registration pursuant to this Section
2.3: (i) if Form F-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 the Purchaser 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 2.2.


 






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2.4
Block Trades; Other Coordinated Offerings.


 


2.4.1
Notwithstanding any other provision of this Section 2.4, at any time and from time to time when an effective Shelf Registration is on
file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering (whether firm commitment
or otherwise) not involving a “road show” or other substantial marketing efforts prior to pricing (commonly referred to as
a “Block Trade”) or (b) an otherwise coordinated “at the market” or similar registered offering through a broker,
sales agent or distribution agent, whether as agent or principal (an “Other Coordinated Offering”), in each
case, with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million or (y) all remaining Registrable
Securities held by the Demanding Holder, then such Demanding Holder shall notify the Purchaser of the Block Trade or Other Coordinated
Offering at least five (5) business days prior to the day such offering is expected to commence, and the Purchaser shall as expeditiously
as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding
Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall
use commercially reasonable efforts to work with the Purchaser and any Underwriters, brokers, sales agents, or placement agents prior
to making such request in order to facilitate preparation of the registration statement, prospectus, and other offering documentation
related to the Block Trade or Other Coordinated Offering.


 


2.4.2
The Purchaser may facilitate a Block Trade or Other Coordinated Offering if it determines that sufficient shares shall be traded by any
Holder or Holders that would be more efficiently traded as a block trade.


 


2.4.3
Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade
or Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering
shall have the right to submit a notice to the Purchaser and the Underwriter(s) if any, of their intention to withdraw from such Block
Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall be responsible for
the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this Section 2.4.3.


 


2.4.4
Notwithstanding anything to the contrary in this Agreement, Section 2.3 shall not apply to a Block Trade or Other Coordinated Offering
initiated by a Demanding Holder pursuant to this Section 2.4.


 


2.4.5
The Purchaser shall have the right to select the Underwriters, and brokers, sale agents, or placement agents (if any) for such Block
Trade or Other Coordinated Offering, in each case, which shall consist of one or more reputable nationally recognized investment bank.


 


2.4.6
A Holder in the aggregate may demand no more than two (2) Block Trades or Other Coordinated Offerings pursuant to this Section 2.4 in
any twelve (12) month period.


 






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3.
REGISTRATION PROCEDURES.


 


3.1
Filings; Information. Whenever the Purchaser is required to effect the registration of any Registrable Securities pursuant to
Section 2, the Purchaser 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. The Purchaser shall use its best efforts to, as expeditiously as possible after receipt of a request
for a Demand Registration pursuant to Section 2.2, prepare and file with the Commission a Registration Statement on any form for which
the Purchaser then qualifies or which counsel for the Purchaser 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 the Purchaser shall have the right to defer any Demand Registration for up to ninety
(90) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such
Piggy-Back Registration relates, in each case if the Purchaser shall furnish to the holders a certificate signed by Chief Executive Officer
or Chairman of the Purchaser stating that, in the good faith judgment of the Board of Directors of the Purchaser, it would be materially
detrimental to the Purchaser and its shareholders for such Registration Statement to be effected at such time; provided further, however,
that the Purchaser shall not have the right to exercise the right set forth in this provision more than once in any 365-day period in
respect of a Demand Registration hereunder.


 


3.1.2
Copies. The Purchaser 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. The Purchaser 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.


 






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3.1.4
Notification. After the filing of a Registration Statement, the Purchaser 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 the Purchaser 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, the Purchaser 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 the
Purchaser 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. The Purchaser 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 the Purchaser
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 Purchaser 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. The Purchaser 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 the Purchaser 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.


 






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3.1.7
Cooperation. The principal executive officer of the Purchaser, the principal financial officer of the Purchaser, the principal
accounting officer of the Purchaser, and all other officers and members of the management of the Purchaser 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 Holders.


 


3.1.8
Records. The Purchaser 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 the Purchaser, as shall be necessary to enable them to exercise their
due diligence responsibility, and cause the Purchaser’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, the Purchaser 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 the Purchaser delivered to any
Underwriter and (ii) any comfort letter from the Purchaser’s independent public accountants delivered to any Underwriter. In the
event no legal opinion is delivered to any Underwriter, the Purchaser 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 the Purchaser 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. The Purchaser 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. The Purchaser 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 the Purchaser 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 $50,000,000,
the Purchaser shall use its reasonable efforts to make available senior executives of the Purchaser to participate in customary “road
show” presentations that may be reasonably requested by the Underwriter in any underwritten offering.


 






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3.2
Obligation to Suspend Distribution. Upon receipt of any notice from the Purchaser 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 F-3 pursuant to Section 2.3 hereof, upon any suspension by the
Purchaser, pursuant to a written insider trading compliance program adopted by the Purchaser’s Board of Directors, of the ability
of all “insiders” covered by such program to transact in the Purchaser’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 the Purchaser’s securities is removed, as applicable, and, if so directed by the Purchaser, each such holder will
deliver to the Purchaser 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. The Purchaser shall bear all costs and expenses incurred in connection with any Demand Registration pursuant
to Section 2.2, any Piggy-Back Registration pursuant to Section 2.3, and any registration on Form F-3 effected pursuant to Section 2.3.5,
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) the fees and expenses incurred in connection with the listing of the Registrable
Securities as required by Section 3.1.11; (v) Financial Industry Regulatory Authority fees; (vi) fees and disbursements of counsel for
the Purchaser and fees and expenses for independent certified public accountants retained by the Purchaser (including the expenses or
costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); and (viii) the reasonable
fees and expenses of any special experts retained by the Purchaser in connection with such registration. The Purchaser shall have no
obligation to pay (i) 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, or (ii) the fees and expenses of
any legal counsel representing any Holders (other than the reasonable fees and expenses of one legal counsel selected by the majority-in-interest
of the Registrable Securities requested to be registered by the Demanding Holders or the Sponsor, as the case may be, in an underwritten
offering (not to exceed $50,000 without the prior written consent of the Purchaser). Additionally, in an underwritten offering, all selling
shareholders and the Purchaser 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 the Purchaser,
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 the Purchaser’s obligation to comply with Federal and applicable state securities laws. In addition, the holders of Registrable
Securities shall comply with all prospectus delivery requirements under the Securities Act and applicable SEC regulations.


 






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3.5
Legend Removal Obligations. In connection with the written request of any Holder, the Purchaser shall remove any restrictive legend
included on the certificates (or, in the case of book-entry shares, any other instrument or record) representing such Holder’s
and/or its affiliates’ or permitted transferee’s ownership of Registrable Securities, and promptly issue a certificate (or
evidence of the issuance of securities in book-entry form) without such restrictive legend or any other restrictive legend to the holder
of the applicable shares of Registrable Securities upon which it is stamped, if (i) such Registrable Securities are registered for resale
under the Securities Act and such Registration Statement for such Registrable Securities has not been suspended under the Securities
Act, the Exchange Act or the rules and regulations of the Commission promulgated thereunder, (ii) such Registrable Securities are sold
or transferred pursuant to Rule 144, or (iii) such Registrable Securities are eligible for sale pursuant to Section 4(a)(1) of the Securities
Act or Rule 144 without volume or manner-of-sale restrictions. Following the earlier of (A) the effective date of a Registration Statement
registering such Registrable Securities or (B) Rule 144 becoming available for the resale of such Registrable Securities without volume
or manner-of-sale restrictions, the Purchaser upon the written request of the Holder or its permitted transferee, shall instruct the
Purchaser’s transfer agent to remove the legend from such Registrable Securities (in whatever form) and shall cause the Purchaser’s
counsel to issue any legend removal opinion required by the transfer agent. Any reasonable and documented fees (with respect to the transfer
agent, the Purchaser’s counsel, or otherwise) associated with the removal of such legend shall be borne by the Purchaser. If a
legend is no longer required pursuant to the foregoing, the Purchaser will, as soon as practicable following the delivery by any Holder
or its permitted transferee to the Purchaser or the transfer agent (with notice to the Purchaser) of a legended certificate (if applicable)
representing such Registrable Securities and, to the extent such sale is not pursuant to an effective registration statement, such other
documentation as reasonably requested by the Purchaser, deliver or cause to be delivered to the holder of such Registrable Securities
a certificate representing such Registrable Securities (or evidence of the issuance of such Registrable Securities in book-entry form)
that is free from all restrictive legends; provided that, notwithstanding the foregoing, the Purchaser will not be required to deliver
any opinion, authorization, certificate, or direction to remove the restrictive legend pursuant to this Section 3.5 if (x) removal of
the legend would result in or facilitate transfer of securities in violation of applicable law or (y) following receipt of instruction
from the Purchaser, the transfer agent refuses to remove the legend.


 


4.
INDEMNIFICATION AND CONTRIBUTION.


 


4.1
Indemnification by the Purchaser. The Purchaser agrees to indemnify and hold harmless each Holder 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 Holder 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 “Holder Indemnified Party” ), from and against any expenses,
losses, judgments, claims, damages, or liabilities, whether joint or several, arising out of or based upon any untrue statement (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
the Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to the Purchaser and relating to action
or inaction required of the Purchaser in connection with any such registration; and the Purchaser shall promptly reimburse the Holder
Indemnified Party for any legal and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating
and defending any such expense, loss, judgment, claim, damage, liability, or action; provided, however, that the Purchaser 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 the Purchaser, in writing, by such selling Holder expressly for use therein. The Purchaser also shall indemnify any Underwriter of
the Registrable Securities, their officers, affiliates, directors, partners, members, and agents and each person who controls such Underwriter
on substantially the same basis as that of the indemnification provided above in this Section 4.1.


 






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4.2
Indemnification by Holders of Registrable Securities. Each selling Holder 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
the Purchaser, 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 the Purchaser by such selling Holder expressly for use therein, and shall reimburse the Purchaser,
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.


 






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4.4
Contribution.


 


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


 






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4.5
Survival. 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.


 


5.
RULE 144.


 


5.1
Rule 144. The Purchaser 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 Rules 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. The Purchaser represents and warrants that no person, other than the holders of the Registrable Securities,
has any right to require the Purchaser to register any shares of the Purchaser’s capital stock for sale or to include shares of
the Purchaser’s capital stock in any registration filed by the Purchaser for the sale of shares of capital stock for its own account
or for the account of any other person, other than the Existing Agreement, which is hereby terminated. Further, the Purchaser 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.


 


6.2
Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties, and obligations of the Purchaser hereunder may
not be assigned or delegated by the Purchaser in whole or in part. 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 Holders or holder of Registrable Securities
or of any assignee of the Holders 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.


 






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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
the Purchaser before the Closing:


 


INFINT
Acquisition Corporation


32
Broadway, Suite 401


New
York, NY 10004


Attention:
Alexander Edgarov


Email:
sasha@infintspac.com


 


with
a copy to:


 


Greenberg
Traurig, P.A.


333
SE 2nd Avenue, Suite 4400


Miami,
FL 33131


Attention:
Alan I. Annex, Esq.


Email:
annexa@gtlaw.com


 


To
the Purchaser after the Closing:


 


Seamless
Group Inc.


410
North Bridge Road


SPACES
City Hall


Singapore
188726


Attention:
Ronnie Hui


Email:
ronnie.hui@tngfintech.com


 


with
a copy to:


 


Nelson
Mullins Riley & Scarborough LLP


101
Constitution Avenue, NW, Suite 900


Washington,
D.C., 20001


Attention:
Andrew M. Tucker, Esq.


Email:
andy.tucker@nelsonmullins.com


 


To
a Holder, to the address set forth below such Holder’s name on Exhibit A hereto.


 






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


 


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, including, but not limited to, the Existing Agreement.


 


6.7
Modifications and Amendments; Termination. No amendment, modification, or termination of this Agreement shall be binding upon
the Purchaser unless executed in writing by the Purchaser. No amendment, modification, or termination of this Agreement shall be binding
upon the holders of the Registrable Securities unless executed in writing by the holders of the majority Registrable Securities; provided,
however, that in the event any such amendment, modification or termination would be adverse in any material respect to the material
rights or obligations hereunder of a Holder of the Registrable Securities, the written consent of such Holder will also be required.
This Agreement shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable Securities. The
provisions of Article IV shall survive any termination.


 


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
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.


 






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6.11
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 Holder in the negotiation, administration, performance, or
enforcement hereof.


 


6.12
Termination of Existing Agreement. The Existing Agreement is hereby terminated in its entirety and shall be null and void and
of no further force or effect, without any action or notice on the part of the parties hereto.


 


6.13
Holder Information. Each Holder agrees, if requested in writing, to represent to the Purchaser the total number of Registrable
Securities held by such Holder in order for the Company to make determinations hereunder.


 


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


 


	 	PURCHASER:
	 	 	 
	 	INFINIT
    ACQUISITION CORPORATION
	 	 	 
	 	By: 	                                          
	 	Name:	 
	 	Title:	 
	 	 	 
	 	HOLDERS:
	 	 	 
	 	[_______________________]
     


 












    	 



    	 



    






 


Exhibit
A


 


Schedule
of Holders


 


[Exhibit
A to Registration Rights Agreement]