Exhibit 10.4


 


Execution Version


 


Consent
to joinder agreement


 


August 9, 2022


 


Perfect Corp.


14F, No 98, Minchuan Road


Shindian District, New Taipei City 231


Taiwan


Attention: Alice Chang; Daniel Lee


Email:
alice@perfectcorp.com; Daniel_lee@perfectcorp.com


 


Sullivan & Cromwell (Hong Kong) LLP


20th Floor, Alexandra House


18 Chater Road, Central


Hong Kong


Attention: Ching-Yang Lin


Email: linc@sullcrom.com


 


Re: Joinder Agreement to that certain Forward Purchase Agreement


 


Ladies and Gentlemen:


 


Reference is made to that certain Agreement and
Plan of Merger, dated as of March 3, 2022, by and among Provident Acquisition Corp., a Cayman Islands exempted company with limited
liability (“PAQC”), Perfect Corp., a Cayman Islands exempted company with limited liability (the “Company”),
Beauty Corp., a Cayman Islands exempted company with limited liability and a wholly-owned direct Subsidiary of the Company and Fashion
Corp., a Cayman Islands exempted company with limited liability and a wholly-owned direct Subsidiary of the Company (as amended, the “Business
Combination Agreement”).


 


Further
reference is made to that certain Forward Purchase Agreement, dated as of December 15, 2020 (as amended, the “Forward Purchase
Agreement”), by and among PAQC and PT Nugraha Eka Kencana (the “Transferor”)
and that certain Joinder Agreement in the form attached hereto as Annex A (the “Joinder Agreement”),
pursuant to which the Transferor will transfer and assign its rights and obligations under the Forward Purchase Agreement pursuant to
the Forward Purchase Agreement and the Joinder Agreement.


 


Pursuant to Section 8.01 of the Business
Combination Agreement, PAQC hereby requests the consent and agreement of the Company for PAQC to enter into the Joinder Agreement and
the transactions contemplated thereunder.


 


If the Company agrees to the foregoing, please
countersign a copy of this letter in the space indicated below and return such countersigned copy to PAQC.


 


[Signature Pages Follow]


 






    1


     


    

 


	 	Yours faithfully,
	 	PROVIDENT ACQUISITION CORP.




 


		By:	/s/ Michael Aw
		Name:	Michael Aw
		Title:	Director



 


[Signature Page to Consent to Joinder Agreement]


 






    


     


    

 


	 	Agreed and acknowledged by:
	 	PERFECT CORP.




 


		By:	/s/ Alice H. Chang
		Name:	Alice H. Chang
		Title:	Chief Executive Officer



 


[Signature
Page to Consent to Joinder Agreement]


 






    


     


    

 


ANNEX A


 


JOINDER AGREEMENT


 






    


     


    

 


JOINDER AGREEMENT


 


The undersigned (“Transferee”)
is executing and delivering this Joinder Agreement (the “Joinder Agreement”) pursuant to Section 7 of the Forward
Purchase Agreement, dated as of December 15, 2020 (as the same may hereafter be amended, the “Forward Purchase Agreement”),
by and between Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”) and PT Nugraha Eka Kencana
(the “Transferor”). Capitalized terms used but not otherwise defined herein shall have the meanings provided in the
Forward Purchase Agreement.


 


The Transferee hereby represents
and warrants to the Company and acknowledges and agrees with the Company, as of the date of this Joinder Agreement, each of the representations
and warranties of the Transferor set forth in the Forward Purchase Agreement as if made by the Transferee mutatis mutandis.


 


The
Transferor hereby acknowledges and agrees that, notwithstanding any provisions to the contrary contained in the Forward Purchase
Agreement, this Joinder Agreement shall not release Transferor in whole or in part from any of its liabilities and obligations under the
Forward Purchase Agreement if Transferee fails to pay, perform, satisfy or discharge in full, as the same become due, any such liability
or obligation. Transferor hereby agrees to be bound by any amendment to the Forward Purchase Agreement after the date of this Joinder
Agreement which is executed by the Transferee. In furtherance of the foregoing, it is specifically understood and agreed that in the event
of default by Transferee under the Forward Purchase Agreement, the Company shall be entitled to commence any action or proceeding against
Transferor or otherwise exercise any available remedies at law or in equity to enforce the provisions of the Forward Purchase Agreement
against Transferor without first commencing any action or otherwise proceeding against Transferee or any other party, or otherwise exhausting
all of its available remedies against Transferee or any other party.


 


By
executing and delivering this Joinder Agreement to the Transferor and the Company, and upon acceptance hereof by the Transferor and the
Company upon the execution of a counterpart hereof, the number of the Forward Purchase Shares and the Forward Purchase Warrants (collectively,
the “Transferee Securities”) to be purchased by the Transferee, and the aggregate purchase price to be paid by the
Transferee, shall be as set forth on the signature page to this Joinder Agreement next to the line items “Number of Forward
Purchase Shares,” “Number of Forward Purchase Warrants,” and “Aggregate Purchase Price for Forward Purchase
Units,” respectively, and the Transferee shall have all the rights and obligations of the Transferor under the Forward Purchase
Agreement with respect to the Transferee Securities.


 


Accordingly, the number of
Forward Purchase Shares and Forward Purchase Warrants to be purchased by the Transferor under the Forward Purchase Agreement shall be
reduced, respectively, by the total number of the Forward Purchase Shares and the Forward Purchase Warrants to be purchased by the Transferee,
and the “Number of Forward Purchase Shares,” “Number of Forward Purchase Warrants” and “Aggregate Purchase
Price for Forward Purchase Units” on the Transferor’s signature page to the Forward Purchase Agreement shall hereby be
updated pursuant to the Schedule A hereof.


 


[Signature Page Follows]


 






    


     


    

 


Accordingly,
the Transferee has executed and delivered this Joinder Agreement as of the ____________ day of ____________, 2022.


 


	TRANSFEREE: 	 	
    Address for Notices:

    

	Baltimore Investments Ltd	 	Campbells Corporate Services Limited, 
	 	 	Floor 4, Willow House,
	 	 	Cricket Square, Grand Cayman
	 	 	KY-9010, Cayman Islands
	By:	 	 	 
	 	Name:Lany Djuwita Wong	 	Email: 
	 	Title: Director	 	lany.wong@consolidatedholdco.com


 


	By:	 	 	 
	 	Name:Laura Tzu-Jung Lu Hultquist	 	Email: lauraluhultquist@gmail.com
	 	Title: Director	 	 


 


	Number of Forward Purchase Shares:	 	 	1,000,000	 
	Number of Forward Purchase Warrants:	 	 	500,000	 
	Aggregate Purchase Price for Forward Purchase Units:	 	$	10,000,000	 



 


Accepted and agreed to by:


 


	TRANSFEROR:	 
	PT Nugraha Eka Kencana	 
	 	 
	By:	 	 
	 	Name:Devin Wirawan	 
	 	Title:  President Director	 


 


	 	 
	By:	 	 
	 	Name:Lany Djuwita Wong	 
	 	Title: Director	 


 


	COMPANY:	 
	PROVIDENT ACQUISITION CORP.	 
	 	 
	By:	 	 
	 	Name:Michael Aw	 
	 	Title: Director	 


 






    


     


    

 


SCHEDULE A


 


The following transfers of
a portion of the original number of Forward Purchase Shares and Forward Purchase Warrants have been made:


 


	Date of Transfer	 	Transferee	 	Number of

 Forward

 Purchase

 Shares

 Transferred	 	 	Number of

 Forward

 Purchase

 Warrants

 Transferred	 	 	Transferor Revised 

Number of Forward

 Purchase Shares	 	 	Transferor Revised

 Number of Forward 

Purchase Warrants	 	 	Transferor Revised

 Aggregate Purchase 

Price for Forward

 Purchase Units	 
	______________, 2022	 	Baltimore Investments Ltd	 	 	1,000,000	 	 	 	500,000	 	 	 	-	 	 	 	-	 	 	 	-