Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of August 10, 2022, is made and entered into by and among Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company
(the “Company”), Bright Winlong LLC (the “Sponsor”), and the undersigned parties listed
on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this
Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).


 


RECITALS


 


WHEREAS, the Company and the Sponsor entered
into that certain Securities Subscription Agreement, dated as of September 28, 2021, pursuant to which the Sponsor purchased an aggregate
of 1,725,000 (the “Founder Shares”) ordinary shares of the Company, par value $0.0001 per share (the “Ordinary
Shares”), up to 225,000 of which will be forfeited to the Company for no consideration depending on the extent to which
the underwriters of the Company’s initial public offering exercise their over-allotment option;


  


WHEREAS, on August 10, 2022, the Sponsor
has entered into certain Private Placement Units Purchase Agreement with the Company (the “Placement Unit Subscription Agreement”),
pursuant to which it agreed to purchase 310,000 units of the Company (or up to 341,500 units if the underwriters’ over-allotment
option is exercised in full) (each, a “Placement Unit” and collectively, the “Placement Units”),
each Placement Unit consisting of one Ordinary Share (each, a “Placement Share” and collectively, the “Placement
Shares”), one redeemable warrant to purchase one Ordinary Share (each, a “Placement Warrant” and
collectively, the “Placement Warrants”) and one right to receive one-tenth of one Ordinary Share (each, a “Placement
Right” and collectively, the “Placement Rights”), in a private placement transaction (the “Private
Placement”) occurring simultaneously with the closing of the Company’s initial public offering;


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with its search for and consummation of an initial Business Combination (as defined below), the Sponsor
or an affiliate of the Sponsor, the Company’s management team or their affiliates may loan to the Company funds as the Company may
require, of which up to $1,500,000 of such loans may be convertible into units (the “Working Capital Units”),
each unit consisting of one Ordinary Share, one redeemable warrant to purchase one Ordinary Share (the “Working Capital Warrants”)
and one right to receive one-tenth of one Ordinary Share (the “Working Capital Rights”), at a price of $10.00
per unit;


 


WHEREAS, in order to extend the period of
time to consummate a business combination by an additional one month (for a total of up to 18 months to complete a Business Combination),
the Sponsor (or its designees) must deposit into the trust account additional funds of $198,000, or $227,700 if the underwriters’
over-allotment option is exercised in full ($0.033 per unit in either case), for each of the available one-month extensions, for a total
payment of up to $1,782,000, or $2,049,300 if the underwriters’ over-allotment option is exercised in full ($0.297 per unit in either
case), in exchange for a non-interest bearing, unsecured promissory note, and such loan may be convertible into units (the “Extension
Loan Units”), each unit consisting of one Ordinary Share ( the “Extension Loan Shares”), one redeemable
warrant to purchase one Ordinary Share (the “Extension Loan Warrants”) and one right to receive one-tenth of
one Ordinary Share (the “Extension Loan Rights”), at a price of $10.00 per unit; and


 


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


 


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


 






     


     


    

 


ARTICLE I


DEFINITIONS


 


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


 


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


 


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


 


“Board” shall mean the
Board of Directors of the Company.


 


“Business Combination”
shall mean any merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one
or more businesses, involving the Company.


 


“Business Day” means
any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized
or required by law or regulation to close in the City of New York, State of New York.


 


“Commission” shall mean
the Securities and Exchange Commission.


 


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


 


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


 


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


 


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


 


“Extension Loan Rights”
shall have the meaning given in the Recital hereto.


 


“Extension Loan Shares”
shall have the meaning given in the Recital hereto.


 


“Extension Loan Units”
shall have the meaning given in the Recital hereto.


 


“Extension Loan Warrants”
shall have the meaning given in the Recital hereto. “Form S-1” shall have the meaning given in subsection
2.1.1.


 


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


 


“Founder Shares” shall
have the meaning given in the Recitals hereto.


 


“Founder Shares Lock-up Period”
shall mean, with respect to 50% of the Founder Shares, the period ending on the earlier of (A) six months after the completion of
the Company’s initial Business Combination or (B) subsequent to the Business Combination, if the last reported sale price of the
Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights
issuances, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30)-trading day period
commencing after the Company’s initial Business Combination; and with respect to the remaining 50% of the Founder Shares, the period
ending on the earlier of (x) six months after the date of the consummation of the Company’s initial Business Combination, or
(y) subsequent to the Company’s initial Business Combination, the date on which the Company completes a liquidation, merger, share
exchange, or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary
Shares for cash, securities or other property.


 






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


 


“Insider Letter” shall
mean that certain letter agreement, dated as of August 10, 2022, by and among the Company, the Sponsor and each of the Company’s
officers and directors.


 


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


 


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


 


“Ordinary Shares” shall
have the meaning given in the Recitals.


 


“Permitted Transferees”
shall mean a person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to
the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letter,
the Placement Unit Subscription Agreement, the Warrant Agreement, this Agreement, and any other applicable agreement between such Holder
and the Company, and to any transferee thereafter.


 


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


 


“Placement Right” or
“Placement Rights” shall have the meaning given in the Recitals hereto.


 


“Placement Unit” or “Placement
Units” shall have the meaning given in the Recitals hereto.


 


“Placement Warrant” or
“Placement Warrants” shall have the meaning given in the Recitals hereto.


 


“Private Placement” shall
have the meaning given in the Recitals hereto.


 


“Private Placement Lock-up Period”
shall mean, with respect to Placement Units that are held by the initial purchasers of such Placement Units or their Permitted Transferees,
and any of the securities underlying the Placement Units, including the Placement Shares, the Placement Warrants, the Placement Rights
and the Ordinary Shares issued or issuable upon the exercise and conversion of the Placement Warrants and the Placement Rights, that are
held by the initial purchasers of the Placement Units or their Permitted Transferees, the period ending thirty (30) days after the completion
of the Company’s initial Business Combination.


 


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


 


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


 


“Registrable Security”
shall mean (a) the Founder Shares, (b) the Placement Units (including the Placement Shares, the Placement Warrants, the Placement Rights
and the Ordinary Shares underlying the Placement Warrants and the Placement Rights), (c) any equity securities (including the Ordinary
Shares issued or issuable upon the exercise of any such equity security) of the Company issuable upon conversion of any Working Capital
Units (including the Working Capital Shares, the Working Capital Warrants. the Working Capital Rights and the Ordinary Shares issued or
issuable underlying the Working Capital Warrants and the Working Capital Rights) or Extension Loan Units (including the Extension Loan
Shares, the Extension Loan Warrants, the Extension Loan Rights and the Ordinary Shares underlying the Extension Loan Warrants and the
Extension Loan Rights), and (d) any other equity security of the Company issued or issuable with respect to any such Ordinary Shares by
way of a share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization;
provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities
when: (i) 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; (ii) such
securities may otherwise be transferred, new certificates for such securities not bearing a legend restricting further transfer shall
have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities
Act; (iii) such securities shall have ceased to be outstanding; (iv) such securities may be sold without registration pursuant to Rule
144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other
restrictions or limitations); or (v) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution
or other public securities transaction.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Securities Act” shall
mean the Securities Act of 1933, as amended from time to time. “Sponsor” shall have the meaning given in the
Recitals hereto.


 


“Underwriter” shall mean
a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s
market-making activities.


 


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


 


“Working Capital
Rights” shall have the meaning given in the Recital hereto.


 


“Working Capital
Shares” shall have the meaning given in the Recital hereto.


 


“Working Capital
Units” shall have the meaning given in the Recital hereto.


 


“Working Capital
Warrants” shall have the meaning given in the Recital hereto.


 






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ARTICLE II


REGISTRATIONS


 


2.1 Demand Registration.


 


2.1.1 Request for Registration. Subject
to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the
Company consummates the Business Combination, the Holders of at least a majority in interest of the then-outstanding number of Registrable
Securities (the “Demanding Holders”) may make a written demand for Registration under the Securities Act of
all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such
Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”).
The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders
of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion
of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all
or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall
so notify the Company, in writing, within five (5) Business Days after the receipt by the Holder of the notice from the Company. Upon
receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be
entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect,
as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand
Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such
Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations
pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities; provided,
however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement
that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested
by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance
with Section 3.1 of this Agreement.


 


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


 


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


 






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2.1.4 Reduction of Underwritten Offering.
If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises
the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities
that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other
equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant
to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the maximum
dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed
offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum
number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include
in such Underwritten Offering, as follows: (i) the Registrable Securities of the Demanding Holders and the Requesting Holders (if any)
(pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested
be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting
Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”))
that can be sold without exceeding the Maximum Number of Securities; (ii) to the extent that the Maximum Number of Securities has not
been reached under the foregoing clause (i), the Registrable Securities of Holders (Pro Rata, based on the respective number of Registrable
Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection
2.2.1 hereof, without exceeding the Maximum Number of Securities; and (iii) to the extent that the Maximum Number of Securities has
not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to
sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other equity securities of other
persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements
with such persons and that can be sold without exceeding the Maximum Number of Securities.


 


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


 


2.2 Piggyback Registration.


 


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


 






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


 


(a) If the Registration is undertaken for the Company’s
account, the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities that the Company
desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register
their Registrable Securities pursuant to subsection 2.2.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number
of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A)
and (B), the Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration
rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or


 


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


 


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


 


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


 






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2.3 Registrations on Form S-3. The Holders
of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the
Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable
Securities on Form S-3 or any similar short form registration statement that may be available at such time (“Form S-3”);
provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. Within
five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration
on Form S-3, the Company shall promptly give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable
Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable
Securities in such Registration on Form S-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder
of the notice from the Company. As soon as practicable thereafter, but not more than thirty (30) days after the Company’s initial
receipt of such written request for a Registration on Form S-3, the Company shall register all or such portion of such Holder’s
Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other
Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided,
however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if (i) a
Form S-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity
securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity
securities (if any) at any aggregate price to the public of less than $10,000,000.


 


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


 


ARTICLE III


COMPANY PROCEDURES


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


3.1.8 at least five (5) days prior to the filing
of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus or any document
that is to be incorporated by reference into such Registration Statement or Prospectus, furnish a copy thereof to each seller of such
Registrable Securities or its counsel. The Company shall not include the name of any Holder or any information regarding any Holder in
any Registration Statement or Prospectus, any amendment or supplement to such Registration Statement or Prospectus, any document that
is to be incorporated by reference into such Registration Statement or Prospectus, or any response to any comment letter, without the
prior written consent of such Holder and providing each such Holder a reasonable amount of time to review and comment on such applicable
document, which comments the Company shall include unless contrary to applicable law;


 


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


 


3.1.10 permit a representative of the Holders
(such representative to be selected by a majority of the participating Holders), the Underwriters, if any, and any attorney or accountant
retained by such Holders, or Underwriter to participate, at each such person’s own expense, in the preparation of the Registration
Statement or the Prospectus, and cause the Company’s officers, directors and employees to supply all information reasonably requested
by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however,
that such representative, or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the
Company, prior to the release or disclosure of any such information;


 






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


 


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


 


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


 


3.1.14 make available to its security holders,
as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first (1st)
day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions
of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission),
and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q, 10-K
and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act;


 


3.1.15 if the Registration involves the Registration
of Registrable Securities involving gross proceeds in excess of $50,000,000, use its reasonable efforts to make available senior executives
of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in
any Underwritten Offering; and


 


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


 


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


 


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


 


3.4 Suspension of Sales; Adverse Disclosure.
Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders
shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Registration
Statement or Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement
or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the
Registration Statement or Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement
in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such
Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the
Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend
use of, such Registration Statement for the shortest period of time, but in no event more than one hundred eighty (180) days, determined
in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence,
the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Registration Statement
or Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately
notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.


 






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


 


ARTICLE IV


INDEMNIFICATION AND CONTRIBUTION


 


4.1 Indemnification.


 


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


 


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


 






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


 


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


 


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


 






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ARTICLE V


MISCELLANEOUS


 


5.1 Notices. Any notice or communication
under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage
prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of
delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice or communication that
is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in
the case of mailed notices, on the third (3rd) Business Day following the date on which it is mailed and, in the case of notices delivered
by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee
(with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any
notice or communication under this Agreement must be addressed, if to the Company or the Sponsor, to: B3406, 34F, West Tower, Block B,
Guorui Building, 11 Guoxing Avenue, Haikou, Hainan Province, People’s Republic of China 570203, and, if to any Holder, at such Holder’s
address or contact information as set forth in the Company’s books and records. Any party may change its address for notice at any
time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30)
days after delivery of such notice as provided in this Section 5.1.


 


5.2 Assignment; No Third
Party Beneficiaries.


 


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


 


5.2.2 Prior to the expiration of the Founder Shares
Lock-up Period or the Private Placement Lock- up Period, as the case may be, no Holder may assign or delegate such Holder’s rights,
duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such
Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in
this Agreement. After the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be,
the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any
transferee.


 


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


 


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


 


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


 


5.3 Counterparts. This Agreement may be
executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which
together shall constitute the same instrument, but only one of which need be produced. Delivery of a signed counterpart of this Agreement
by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof.


 


5.4 Governing Law; Venue. NOTWITHSTANDING
THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (I) THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND
TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION AND (II) THE VENUE FOR
ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.


 






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


 


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


 


5.7 Term. This Agreement shall terminate
upon the earlier of (i) the tenth (10th) anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable
Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section
4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders
of all Registrable Securities are permitted to sell the Registrable Securities without registration pursuant to Rule 144 (or any similar
provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section
3.5 and Article IV shall survive any termination.


 


5.8 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.


 


5.9 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.


 


5.10 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 SPONSOR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.


 


5.11 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.


 


5.12 Waivers and Extensions. Any party
to this Agreement may waive any right, breach or default which such party has the right to waive; provided, however, 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.


 


5.13 Remedies Cumulative. In the event
that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Holders 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.


 


[SIGNATURE PAGES FOLLOW]


 






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


 


	 	COMPANY:
	 	 
	 	HAINAN MANASLU ACQUISITION CORP.,

a Cayman Islands exempted company
	 	 	 
	 	By: 	/s/
Zhifan Zhou
	 	 	Name:	Zhifan Zhou
	 	 	Title: 	Chief Executive Officer and Chairman
	 	 
	 	BRIGHT WINLONG LLC,

a Cayman Islands limited liability company
	 	 	 
	 	By: 	/s/
Zhifan Zhou
	 	 	Name:	Zhifan Zhou
	 	 	Title:	Manager


 


[Signature Page to Registration Rights Agreement]