Exhibit 10.4


 


EXECUTION VERSION


 


AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”)
effective as of [●] day of [●] 2022, is made and entered into by and among the Pubco (as defined below) and each of the undersigned
parties that are the Pre-IPO Investors (as defined below), and any person or entity who hereafter becomes a party to this Agreement pursuant
to Section 6.2 of this Agreement (together with the Pre-IPO Investors, the “Investors”).


 


WHEREAS, each of Mountain
Crest (as defined below) and certain investors (each, a “Pre-IPO Investor”) is a party to, and hereby consents
to, this amendment and restatement of certain Registration Rights Agreement, dated as of June 29, 2021 (the “Original
Registration Rights Agreement”), pursuant to which Mountain Crest granted the Pre-IPO Investors certain registration rights
with respect to certain of its securities, as set forth therein;


 


WHEREAS, the parties thereto
have entered into that certain Agreement and Plan of Merger, dated as of April 30, 2022 (as may be amended, supplemented or otherwise
modified from time to time, the “Merger Agreement”), by and among Mountain Crest Acquisition Corp. IV (“Mountain
Crest”), CH AUTO Inc., a Cayman Islands exempt company (“Pubco”), CH-AUTO Merger Sub Corp., a
Delaware corporation and a wholly-owned subsidiary of Pubco (“Merger Sub”), and CH-AUTO TECHNOLOGY CORPORATION
LTD., a company organized under the laws of the People’s Republic of China (the “Company”), pursuant to
which (a) Pubco and the Company will effect a reorganization pursuant to which, at the completion, Pubco will, directly or indirectly,
own no less than ninety percent (90%) of the then-issued and outstanding equity interests in the Company (the “Reorganization”)
and (b) Mountain Crest will merge with and into Merger Sub (the “Business Combination”). Following the Business
Combination, Pubco will be a publicly traded company listed on a stock exchange in the United States.


 


WHEREAS, the Investors and
Pubco desire to enter into this Agreement in connection with the closing of the transactions contemplated by the Merger Agreement to amend
and restate the Original Registration Rights Agreement to provide the Investors with certain rights relating to the registration of the
securities held by them as of the date hereof on the terms and conditions set forth in this Agreement;


 


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:


 


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


 


“Business Combination”
is defined in the preamble to this Agreement.


 


“Business Day”
means a day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law
to close.


 


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


 


“Common Stock”
means the common stock, par value $0.0001 per share, of Mountain Crest.


 


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


 


“Demand Registration”
is defined in Section 2.1.1.


 






     


     


    

 


“Demanding Holder”
is defined in Section 2.1.1.


 


“Effective Date”
means the date the parties consummate the Business Combination.


 


“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.


 


“Indemnified Party”
is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


“Initial Shares”
means all of the outstanding shares of common stock issued prior to the consummation of Mountain Crest’s initial public offering.


 


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


 


“Investor Indemnified
Party” is defined in Section 4.1.


 


“IPO”
means Mountain Crest’s initial public offering.


 


“IPO Escrow Agreement”
means the Stock Escrow Agreement dated as of June 29, 2021 by and among Mountain Crest, certain of the Investors and Continental
Stock Transfer & Trust Company.


 


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


 


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


 


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


 


“Notices”
is defined in Section 6.3.


 


“Original Registration
Rights Agreement” is defined in the preamble to this Agreement.


 


“Person”
means a company, corporation, association, partnership, limited liability company, organization, joint venture, trust or other legal entity,
an individual, a government or political subdivision thereof or a governmental agency.


 


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


 


“PIPE Subscription
Agreements” means the Subscription Agreements, dated as of _________, 2022, by and among Pubco, the Company and the subscribers
thereto (as may be amended from time to time).


 


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


 


“Private Units”
means Units various Investors privately purchased simultaneously with the consummation of the IPO and when the underwriters in Mountain
Crest’s IPO exercised their over-allotment option, as described in the prospectus relating to the IPO.


 


“Pro Rata”
is defined in Section 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.


 


“Pubco Ordinary
Shares” means, collectively, Class A ordinary shares and Class B ordinary shares of Pubco with certain rights and privileges
set forth in the Pubco Charter as defined in the Merger Agreement.


 






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“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 Pubco Ordinary Shares that are Class A ordinary shares, that the Pre-IPO Investors shall receive upon the conversion of (i) the
Initial Shares, (ii) the Private Units (and the private shares and private rights included therein), and (iii) any equity securities (including
shares of Common Stock issued or issuable upon the conversion or exercise of any such securities) issuable upon conversion of loans from
Investors to Mountain Crest, if any (the “Loan Securities”). Registrable Securities include Pubco Ordinary Shares that
are Class A ordinary shares, that the Pre-IPO Investors shall receive upon the conversion of any warrants, shares of capital stock or
other securities of Mountain Crest issued as a dividend or other distribution with respect to or in exchange for or in replacement of
such Initial Shares, Private Units (and underlying securities and shares of Common Stock issued or issuable upon the conversion or exercise
of any such securities) and Loan Securities (and underlying securities and shares of Common Stock issued or issuable upon the conversion
or exercise of any such securities). As to any particular Registrable Securities, such securities shall cease to be Registrable Securities
when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and
such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities
shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered
by Pubco 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 Pubco 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, F-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).


 


“Resale Shelf
Registration Statement” is defined in Section 2.3.


 


“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.


 


“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.


 


“Underwritten
Offering” means a Registration in which securities of Pubco are sold to the Underwriter in a firm commitment underwriting
for distribution to the public.


 


“Units”
means the units of Mountain Crest, each comprised of one share of Common Stock and one right to receive one-tenth (1/10) of one share
of Common Stock upon the consummation of an initial Business Combination.


 


2.
REGISTRATION RIGHTS.


 


2.1 Demand Registration.


 


2.1.1 Request for Demand
Registration. At any time and from time to time on or after the date that Mountain Crest consummates a Business Combination, with
respect to Registrable Securities the Pre-IPO Investors shall receive upon the conversion of the Private Units (or underlying securities),
Loan Securities (or underlying securities), and all other Registrable Securities, the holders of a majority-in-interest of the Registrable
Securities, as the case may be, held by the Investors, officers or directors of the Mountain Crest or their affiliates, or the transferees
of the Investors, may make a written demand, on no more than two occasions, for registration under the Securities Act of all or part of
their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall
specify the number of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. Pubco shall 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 Pubco within fifteen (15) days after the receipt by the
holder of the notice from Pubco. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included
in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. Pubco shall not be obligated
to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.


 






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2.1.2 Effective Registration.
A registration will not count as a Demand Registration until (i) the Registration Statement filed with the Commission with respect to
such Demand Registration has been declared effective, (ii) Pubco 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 Pubco shall not be obligated to
file a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated.


 


2.1.3 Underwritten Offering
pursuant to Demand Registration. If a majority-in-interest of the Demanding Holders so elect and such holders so advise Pubco as part
of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall
be in the form of an underwritten offering. In such event, the right of any holder to include its Registrable Securities in such registration
shall be conditioned upon such holder’s participation in such underwritten offering and the inclusion of such holder’s Registrable
Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their Registrable Securities
through such underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for
such underwriting by a majority-in-interest of the holders initiating the Demand Registration.


 


2.1.4 Reduction of Offering
in Connection with Demand Registration. If the managing Underwriter(s) in an Underwritten Offering effected pursuant to a Demand Registration
in good faith advises Pubco 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 Pubco Ordinary Shares or other securities which Pubco desires
to sell, if any, as to which a registration has been requested pursuant to separate written contractual piggy-back registration rights
held by other shareholders of Pubco 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 Pubco shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested
by the Demanding Holders (pro rata in accordance with the number of shares that each such Person has requested be included in such registration,
regardless of the number of shares held by each such Person (such proportion is referred to herein as “Pro Rata”))
up to the maximum amount 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), Pubco Ordinary Shares or other securities that Pubco desires to
sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has
not been reached under the foregoing clauses (i) and (ii), Pubco Ordinary Shares or other securities for the account of other persons
that Pubco is obligated to register pursuant to then other written contractual arrangements with such persons and that can be sold without
exceeding the Maximum Number of Shares.


 


2.1.5 Demand Registration
Withdrawal.


 


(a) If a majority-in-interest
of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities
in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written notice
to Pubco 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 this Section 2.1.
Notwithstanding the forgoing, an Investor may withdraw all or any portion of its Registrable Securities included in a Demand Registration
from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement; provided that such
withdrawal shall be irrevocable and, after making such withdrawal, an Investor shall no longer have any right to include Registrable Securities
in the Demand Registration as to which such withdrawal was made.



 






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(b) Notwithstanding
anything to the contrary in this Agreement, Pubco shall be responsible for the registration expenses described in Section 3.3 incurred
in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this Section 2.1.5.


 


2.2 Piggy-Back Registration.


 


2.2.1 Piggy-Back Rights.


 


(a) If at any time
on or after the date Mountain Crest consummates a Business Combination, Pubco 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 Pubco for its own account or for the account of shareholders of Pubco (or by Pubco and by shareholders of
Pubco including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any
employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to Pubco’s existing shareholders,
(iii) for an offering of debt that is convertible into equity securities of Pubco or (iv) for a dividend reinvestment plan, then Pubco
shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event
less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included
in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of
the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number
of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back
Registration”). Subject to Section 2.2.2 hereof, Pubco shall cause such Registrable Securities to be included in such registration
and use its commercially reasonable 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 Pubco 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 Registrable Securities through a Piggy-Back
Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter
or Underwriters selected for such Piggy-Back Registration. Notwithstanding the provisions set forth in the immediately preceding sentences,
the right to a Piggy-Back Registration set forth under this Section 2.2.1 with respect to the Registrable Securities shall terminate
on the third anniversary of the Effective Date.


 


2.2.2 Reduction of Underwritten
Offering in Connection with Piggy-Back Registration. If the managing Underwriter or Underwriters for a Piggy-Back Registration that
is to be an Underwritten Offering advises Pubco and the holders of Registrable Securities participating in the Underwritten Offering in
writing that the dollar amount or number of Pubco Ordinary Shares which Pubco desires to sell in such Underwritten Offering, taken together
with Pubco Ordinary Shares, if any, as to which inclusion in such Underwritten Offering has been demanded pursuant to separate written
contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable Securities as to which
inclusion in such Underwritten Offering has been requested under Section 2.2.1 above, and Pubco Ordinary Shares, if any, as to which
inclusion in such Underwritten Offering has been requested pursuant to separate written contractual Piggy-Back Registration rights of
other shareholders of Pubco, exceeds the Maximum Number of Shares, then Pubco shall include in any such registration:


 






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


 


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


 


2.2.3 Piggy-Back Registration
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 Pubco of such request to withdraw prior to the effectiveness of the Registration
Statement. Pubco (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, Pubco 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 Resale Shelf Registration
Rights.


 


2.3.1 Registration Statement
Covering Resale of Registrable Securities. The holders of Registrable Securities may at any time and from time to time, request in
writing that Pubco register the resale of any or all of such Registrable Securities on Form S-3, Form F-3 or any similar short-form registration
which may be available at such time (the “Resale Shelf Registration Statement”); provided, however, that (i) Pubco
shall not be obligated to effect such request through an underwritten offering and (ii) Pubco shall not be obligated to effect more than
two such requests. Upon receipt of such written request, Pubco 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 Pubco, 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 Pubco; provided, however, that Pubco shall not be obligated to effect
any such registration pursuant to this Section 2.3: (i) if Form S-3 or 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 Pubco 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 $1,000,000.
Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.


 






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2.3.2 Amendments and Supplements.
Subject to the provisions of Section 2.3.1 above, Pubco shall promptly prepare and file with the Commission from time to time such
amendments and supplements to the Resale Shelf Registration Statement and Prospectus used in connection therewith as may be necessary
to keep the Resale Shelf Registration Statement effective and to comply with the provisions of the Securities Act with respect to the
disposition of all the Registrable Securities, provided that Pubco shall not be responsible for ensuring the Investor’s ability
to utilize the prospectus contained in the Registration Statement between April 1st of each year and the date on which
Pubco files it annual report on form 20-F (if and to the extent Pubco qualifies as a “foreign private issuer” defined in Rule 405
of Regulation C under the Securities Act and Rule 3b-4 under the Exchange Act), which shall be no later than April 30th
of the same year, solely due to staleness under Regulation S-X of Pubco’s financial statements contained or incorporated by reference
therein. If any Resale Shelf Registration Statement filed pursuant to Section 2.3.1 is filed on Form S-3 or Form F-3 and thereafter
Pubco becomes ineligible to use Form S-3 or Form F-3 for secondary sales, Pubco shall promptly notify the holders of such ineligibility
and use its commercially reasonable efforts to file a shelf registration on an appropriate form as promptly as practicable to replace
the shelf registration statement on Form S-3 or Form F-3 and have such replacement Resale Shelf Registration Statement declared effective
as promptly as practicable and to cause such replacement Resale Shelf Registration Statement to remain effective, and to be supplemented
and amended to the extent necessary to ensure that such Resale Shelf Registration Statement is available or, if not available, that another
Resale Shelf Registration Statement is available, for the resale of all the Registrable Securities held by the holders until all such
Registrable Securities have ceased to be Registrable Securities; provided, however, that at any time Pubco once again becomes eligible
to use Form S-3 or Form F-3, Pubco shall cause such replacement Resale Shelf Registration Statement to be amended, or shall file a new
replacement Resale Shelf Registration Statement, such that the Resale Shelf Registration Statement is once again on Form S-3 or Form F-3.


 


2.3.3 SEC Cutback. Notwithstanding
the registration obligations set forth in this Section 2.3, in the event the Commission informs Pubco that all of the Registrable
Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration
statement, Pubco agrees to promptly (i) inform each of the holders thereof and use its commercially reasonable efforts to file amendments
to the Resale Shelf Registration Statement as required by the Commission and/or (ii) withdraw the Resale Shelf Registration Statement
and file a new registration statement (a “New Registration Statement”) on Form S-3 or Form F-3, or if Form S-3
or Form F-3 is not then available to Pubco for such registration statement, on such other form available to register for resale the Registrable
Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, Pubco shall
use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance
with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff (the “SEC
Guidance”). 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 as a secondary offering (and notwithstanding
that Pubco used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities),
unless otherwise directed in writing by a holder as to further limit its Registrable Securities to be included on the Registration Statement,
the number of Registrable Securities to be registered on such Registration Statement will be reduced Pro Rata among all such selling shareholders
whose securities are included in such Registration Statement, subject to a determination by the Commission that certain holders must be
reduced first based on the number of Registrable Securities held by such holders. In the event Pubco amends the Resale Shelf Registration
Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, Pubco will use its commercially
reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to Pubco or to registrants
of securities in general, one or more registration statements on Form S-3 or Form F-3 or such other form available to register for resale
those Registrable Securities that were not registered for resale on the Resale Shelf Registration Statement, as amended, or the New Registration
Statement.


 






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2.3.4 Underwritten Shelf
Takedown. At any time and from time to time after a Resale Shelf Registration Statement has been declared effective by the Commission,
the holders of Registrable Securities may request to sell all or any portion of the Registrable Securities in an underwritten offering
that is registered pursuant to the Resale Shelf Registration Statement (each, an “Underwritten Shelf Takedown”);
provided, however, that Pubco shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities
with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed,
in the aggregate, $10,000,000. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to Pubco at least
ten (10) days prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable
Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions)
of such Underwritten Shelf Takedown. Pubco shall include in any Underwritten Shelf Takedown the securities requested to be included by
any holder (each a “Takedown Requesting Holder”) at least 48 hours prior to the public announcement of such
Underwritten Shelf Takedown pursuant to written contractual piggyback registration rights of such holder (including those set forth herein).
All such holders proposing to distribute their Registrable Securities through an Underwritten Shelf Takedown under this subsection 2.3.4
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 Takedown Requesting Holders initiating the Underwritten Shelf Takedown.


 


2.3.5 Reduction of Underwritten
Shelf Takedown. If the managing Underwriter(s) in an Underwritten Shelf Takedown, in good faith, advise Pubco and the Takedown
Requesting Holders in writing that the dollar amount or number of Registrable Securities that the Takedown Requesting Holders desire to
sell, taken together with all other Pubco Ordinary Shares or other equity securities that Pubco desires to sell, exceeds the Maximum Number
of Shares, then Pubco shall include in such Underwritten Shelf Takedown, as follows: (i) first, the Registrable Securities of the Takedown
Requesting Holders, on a Pro Rata basis, that can be sold without exceeding the Maximum Number of Shares; and (ii) second, to the extent
that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or other equity securities
that Pubco desires to sell, which can be sold without exceeding the Maximum Number of Shares.


 


2.3.6 Registrations effected
pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1. Under no circumstances
shall Pubco be obligated to effect more than an aggregate of three (3) Underwritten Shelf Takedowns in any 12-month period.


 


3.
REGISTRATION PROCEDURES.


 


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


 


3.1.2 Copies. Pubco 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, 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.


 






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3.1.3 Amendments and Supplements.
Pubco 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, provided that Pubco shall not be responsible for ensuring the Investor’s ability to utilize the prospectus
contained in the Registration Statement between April 1st of each year and the date on which Pubco files it annual report
on form 20-F (if and to the extent Pubco qualifies as a “foreign private issuer” defined in Rule 405 of Regulation C
under the Securities Act and Rule 3b-4 under the Exchange Act), which shall be no later than April 30th of the same
year, solely due to staleness under Regulation S-X of Pubco’s financial statements contained or incorporated by reference therein.


 


3.1.4 Notification. After
the filing of a Registration Statement, Pubco 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 Pubco 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.


 


3.1.5 State Securities Laws
Compliance. Pubco shall 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 Pubco 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 Pubco 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.
Pubco 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 Pubco in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent
applicable, shall also be made to and for the benefit of the holders of Registrable Securities included in such registration statement.
No holder of Registrable Securities included in such registration statement shall be required to make any representations or warranties
in the underwriting agreement except, if applicable, with respect to such holder’s organization, good standing, authority, title
to Registrable Securities, lack of conflict of such sale with such holder’s material agreements and organizational documents, and
with respect to written information relating to such holder that such holder has furnished in writing expressly for inclusion in such
Registration Statement.


 


3.1.7 Cooperation. The
principal executive officer of Pubco, the principal financial officer of Pubco, the principal accounting officer of Pubco and all other
officers and members of the management of Pubco shall cooperate fully in any offering of Registrable Securities hereunder, which cooperation
shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering
materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors.


 






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3.1.8 Records. Pubco
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 Pubco, as shall be necessary to enable them to exercise their due diligence responsibility, and
cause Pubco’s officers, directors and employees to supply all information requested by any of them in connection with such Registration
Statement.


 


3.1.9 Earnings Statement.
Pubco shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to its stockholders,
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.


 


3.1.10 Listing. Pubco
shall use its commercially reasonable 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 Pubco 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.


 


3.1.11 Road Show. If
the registration involves the registration of Registrable Securities involving gross proceeds in excess of $25,000,000, Pubco shall use
its reasonable efforts to make available senior executives of Pubco to participate in customary “road show” presentations
that may be reasonably requested by the Underwriter in any Underwritten Offering.


 


3.1.12 Regulation M.
Pubco shall take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, that, to the extent
that any prohibition is applicable to Pubco, Pubco will take all reasonable action to make any such prohibition inapplicable.


 


3.2 Obligation to Suspend
Distribution. Upon receipt of any notice from Pubco of the happening of any event of the kind described in Section 3.1.4(iv),
or, in the case of a resale registration on Form S-3 or Form F-3 pursuant to Section 2.3 hereof, upon any suspension by Pubco, pursuant
to a written insider trading compliance program adopted by Pubco’s Board of Directors, of the ability of all “insiders”
covered by such program to transact in Pubco’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 Pubco’s securities is removed,
as applicable, and, if so directed by Pubco, each such holder will deliver to Pubco 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.
Pubco shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back
Registration pursuant to Section 2.2, and any registration on Form S-3 or Form F-3 effected pursuant to Section 2.3, and all
expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement
becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities
or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable
Securities); (iii) printing expenses; (iv) Pubco’s internal expenses (including, without limitation, all salaries and expenses of
its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required
by Section 3.1.10; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for Pubco and fees
and expenses for independent certified public accountants retained by Pubco; (viii) the reasonable fees and expenses of any special experts
retained by Pubco in connection with such registration; and (ix) the reasonable fees and expenses of one legal counsel (not to exceed
$25,000) selected by the holders of a majority-in-interest of the Registrable Securities included in such registration. Pubco shall have
no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders
thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten offering,
all selling stockholders and Pubco shall bear the expenses of the Underwriter pro rata in proportion to the respective amount of shares
each is selling in such offering.


 






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3.4 Holders’ Information.
The holders of Registrable Securities shall provide such information as may reasonably be requested by Pubco, 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 Pubco’s
obligation to comply with Federal and applicable state securities laws.


 


4.
INDEMNIFICATION AND CONTRIBUTION.


 


4.1 Indemnification by
Pubco. Pubco agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and each of their
respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls
an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments,
claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement)
of a material fact contained in (or incorporated by reference in) any Registration Statement under which the sale of such Registrable
Securities was registered under the Securities Act, any Prospectus contained in the Registration Statement, or free writing prospectus
(as defined in Rule 405 under the Securities Act or any successor rule thereto), or any amendment or supplement to such Registration
Statement, or any filing under any state securities law required to be filed or furnished, 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 Pubco of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco and relating to action
or inaction required of Pubco in connection with any such registration; and Pubco shall promptly reimburse the Investor Indemnified Party
for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending
any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Pubco 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, Prospectus, or free writing prospectus,
or any such amendment or supplement, in reliance upon and in conformity with information furnished to Pubco, in writing, by such selling
holder expressly for use therein, and shall reimburse Pubco, 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. Pubco also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates,
directors, partners, members and agents and each person who controls such Underwriter (within the meaning of the Securities Act or the
Exchange Act, as applicable) on substantially the same basis as that of the indemnification provided above in this Section 4.1.


 


4.2 Indemnification by
Holders of Registrable Securities. Each selling holder of Registrable Securities will, in the event that any registration is being
effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and
hold harmless Pubco, each of its directors, officers, agents and employees, each Person, if any, who controls Pubco (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), 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, and the
directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, 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) (including, without limitation, reasonable attorneys’ fees and other expenses) 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 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 Pubco by such selling holder expressly for use therein,
and shall reimburse Pubco, 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.


 






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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; provided, however, that the Indemnifying Party shall only be obligated to pay the fees and expenses
of one such separate counsel for all Indemnified Parties in such circumstances. 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. In addition, no Indemnified Party, in any action or pending or threatened proceeding, or based on any claim,
in which it may seek indemnification hereunder from any Indemnifying Party, shall consent to entry of judgment or effect any settlement
of any such action, claim or proceeding without such Indemnifying Party’s prior written consent.


 


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.


 






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


 


5.
RULE 144.


 


5.1 Rule 144.
Pubco 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. Pubco represents and warrants that no person, other than (i) the
PIPE shareholders who have registration rights with respect to their PIPE shares pursuant to their respective subscription agreements,
(ii) shareholders of Pubco immediately after the closing of Reorganization but before the closing of the Business Combination, and (iii)
a Holder of Registrable Securities, has any right to require Pubco to register any of Pubco’s share capital for sale or to include
Pubco’s share capital in any registration filed by Pubco for the sale of share capital for its own account or for the account of
any other person.


 


6.2 Assignment; No Third
Party Beneficiaries. This Agreement and the rights, duties and obligations of Pubco hereunder may not be assigned or delegated by
Pubco 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 Investors or holder of Registrable Securities or of any assignee of the Investors or holder
of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other
than as expressly set forth in Article 4 and this Section 6.2.


 


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


 


To Pubco:


 


CH AUTO Inc.


6th Floor, Building C, Shunke Building, Shunyi
District


Beijing, China 101200


Attention: Zhengtong Li


Email: lizhengtong@ch-auto.com


 






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


 


Wilson Sonsini Goodrich & Rosati


Address: Suite 1509, 15/F, Jardine House, 1 Connaught Place,
Central, Hong Kong


Tel: +852 3972 4955


Attention: Weiheng Chen, Esq.; Jie Zhu, Esq.


Email: wchen@wsgr.com; jizhu@wsgr.com


 


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


 


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


 


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


 


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


 


6.7 Modifications and Amendments.
Any term of this Agreement may be amended, modified or terminated and the observance of any term of this Agreement may be waived (either
generally or in a particular instance, and either retroactively or prospectively) with the written consent of Pubco and the holders of
a majority of the Registrable Securities then outstanding.


 


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


 


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


 


6.10 Remedies Cumulative.
In the event that Pubco fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Investor
or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity or action at law, whether
for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of
the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such
actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually
exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred
by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.


 


6.11 Governing Law.
This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of Delaware applicable
to agreements made and to be performed within the State of Delaware, 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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6.12 Waiver of Trial by
Jury. Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other
proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions
contemplated hereby, or the actions of the Investor in the negotiation, administration, performance or enforcement hereof.


 


6.13 Term. This Agreement
shall terminate upon the earlier of (i) the third 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 under Rule 144 (or any similar
provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






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


 


	MOUNTAIN CREST ACQUISITION CORP. IV	 
	 	 	 
	By:	 	 
	Name:	Suying Liu	 
	Title:	Chief Executive Officer	 



 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






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


 


	CH AUTO INC.	 
	 	 	 
	By:	 	 
	Name:	Qun Lu	 
	Title:	Sole Director	 


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






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


 


PRE-IPO INVESTORS


 


MOUNTAIN CREST HOLDINGS IV LLC




 


	By: 		 
	Name: 	Suying Liu	 
	Title: 	Member	 
	 	 
	Nelson Haight	 
	 	 
	Todd Milbourn	 
	 	 
	Wenhua Zhang	 



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 






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EXHIBIT A


 


Name and Address of Investors


 


PRE-IPO INVESTORS:


 


	Name of Investor	Address
	Mountain Crest Holdings IV LLC	c/o Mountain Crest Acquisition Corp. IV

311 W. 43rd Street; 12th Floor

New York, NY 10036
	Nelson Haight	c/o Mountain Crest Acquisition Corp. IV

311 W. 43rd Street; 12th Floor

New York, NY 10036
	Todd Milbourn	c/o Mountain Crest Acquisition Corp. IV

311 W. 43rd Street; 12th Floor

New York, NY 10036
	Wenhua Zhang	c/o Mountain Crest Acquisition Corp. IV

311 W. 43rd Street; 12th Floor

New York, NY 10036



 




    Exhibit A-1