UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 17, 2024
Distoken Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-41622 |
|
N/A |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
Unit 1006, Block C, Jinshangjun Park
No. 2 Xiaoba Road, Panlong District
Kunming, Yunnan, China |
|
N/A |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: +86 871 63624579
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Ordinary shares, par value $0.0001 per share |
|
DIST |
|
The Nasdaq Stock Market LLC |
| Redeemable warrants, each warrant entitling the holder to purchase one ordinary share at a price of $11.50 per share |
|
DISTW |
|
The Nasdaq Stock Market LLC |
| Rights, each right entitling the holder to receive one-tenth of one ordinary share |
|
DISTR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry Into A Material Definitive Agreement.
This section describes
the material provisions of the Business Combination Agreement (as defined below) but does not purport to describe all of the terms thereof.
The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of
which is attached hereto as Exhibit 2.1. Unless otherwise defined herein, the capitalized terms used below are defined in the Business
Combination Agreement.
Business Combination Agreement
On May 17, 2024, Distoken
Acquisition Corporation, a Cayman Islands exempted company (“Distoken”), entered into a Business Combination
Agreement (the “Business Combination Agreement”) with Youlife Group Inc., a Cayman Islands exempted company
(“Pubco”), Xiaosen Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”),
Youlife I Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“First Merger Sub”),
Youlife II Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Second Merger Sub”),
and Youlife International Holdings Inc., a Cayman Islands exempted company (the “Company” or “Youlife”).
Pursuant to the Business Combination
Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Business Combination
Agreement (the “Closing”), (a) First Merger Sub will merge with and into the Company (the “First
Merger”), with the Company surviving the First Merger as a wholly-owned subsidiary of Pubco and the outstanding shares of
the Company being converted into the right to receive shares of Pubco; and (b) Second Merger Sub will merge with and into Distoken (the
“Second Merger”, and together with First Merger, the “Mergers”), with Distoken surviving
the Second Merger as a wholly-owned subsidiary of Pubco and the outstanding securities of Distoken being converted into the right to receive
substantially equivalent securities of Pubco (the Mergers together with the other transactions contemplated by the Business Combination
Agreement and other ancillary documents, the “Business Combination”)).
Consideration
Under the Business Combination
Agreement, the aggregate merger consideration amount to be paid to the shareholders of the Company is $700,000,000 and will be paid entirely
in newly issued ordinary shares of Pubco, with each share valued at $10.00.
As a result of the Mergers,
(a) each security of the Company, other than the ordinary shares of the Company held by Youtch Investment Co., Ltd (the “Company
Founder Shares”), that is issued and outstanding immediately prior to the time the First Merger is effective (the “First
Merger Effective Time”) will be cancelled and converted into the right to receive such number of Class A ordinary shares
of Pubco equal to the Exchange Ratio (as defined below) in accordance with the Business Combination Agreement. Each Company Founder Share
that is issued and outstanding immediately prior to the First Merger Effective Time will be cancelled and converted into the right to
receive such number of Class B ordinary shares of Pubco equal to the Exchange Ratio and in accordance with the Business Combination Agreement,
with each such Class B ordinary share of Pubco entitling each holder thereof to 20 votes for each Class B ordinary share held by such
holder. Each outstanding public warrant and private warrant of Distoken will convert into one Pubco public warrant and one Pubco private
warrant, respectively. Each issued and outstanding right of Distoken will automatically be converted into one-tenth of one Pubco Class
A ordinary share.
For the purposes of the Business
Combination Agreement, the following terms shall have the meanings set forth below:
“Exchange Ratio”
means (i) the Company Merger Shares as of the First Merger Effective Time divided by (ii) the total number of ordinary shares and preferred
shares of the Company.
“Company Merger
Shares” means a number of Pubco shares equal to the quotient determined by dividing (a) the Aggregate Merger Consideration
Amount by (b) $10.00.
Representations and Warranties
The Business Combination Agreement
contains a number of representations and warranties made by the parties as of the date of such agreement or other specific dates solely
for the benefit of certain of the parties to the Business Combination Agreement, which in certain cases are subject to specified exceptions
and materiality, Material Adverse Effect (as defined below), knowledge and other qualifications contained in the Business Combination
Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination Agreement. “Material
Adverse Effect” as used in the Business Combination Agreement means with respect to any specified person or entity, any
fact, event, occurrence, change or effect that has had or would reasonably be expected to have, individually or in the aggregate, a material
adverse effect on the business, assets, liabilities, results of operations or condition (financial or otherwise) of such person and its
subsidiaries, taken as a whole, or the ability of such person or any of its subsidiaries on a timely basis to consummate the transactions
contemplated by the Business Combination Agreement or the ancillary documents to which it is a party or bound or to perform its obligations
hereunder or thereunder, in each case subject to certain customary exceptions. The representations and warranties made by the parties
are customary for transactions similar to the Business Combination.
In the Business Combination
Agreement, the Company made certain customary representations and warranties to Distoken, including among others, related to the following:
(1) corporate matters, including due organization, existence and good standing; (2) authority and binding effect relative to execution
and delivery of the Business Combination Agreement and other ancillary documents; (3) capitalization; (4) subsidiaries; (5) governmental
approvals; (6) non-contravention; (7) financial statements; (8) absence of certain changes; (9) compliance with laws; (10) Company permits;
(11) litigation; (12) material contracts; (13) intellectual property; (14) taxes and returns; (15) real property; (16) personal property;
(17) title to and sufficiency of assets; (18) employee matters; (19) benefit plans; (20) environmental matters; (21) transactions with
related persons; (22) insurance; (23) top customers and top vendors; (24) certain business practices; (25) Investment Company Act; (26)
finders and brokers; (27) information supplied; and (28) independent investigation.
In the Business Combination
Agreement, Distoken made certain customary representations and warranties to the Company and Pubco, including among others, related to
the following: (1) corporate matters, including due organization, existence and good standing; (2) authority and binding effect relative
to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) governmental approvals; (4) non-contravention;
(5) capitalization; (6) filings with the Securities and Exchange Commission (the “SEC”), Distoken’s financial
statements, and internal controls; (7) absence of certain changes; (8) compliance with laws; (9) actions, orders and permits; (10) taxes
and returns; (11) employees and employee benefit plans; (12) properties; (13) material contracts; (14) transactions with affiliates; (15)
Investment Company Act; (16) finders, brokers, and advisors; (17) certain business practices; (18) insurance; and (19) independent investigation.
In the Business Combination
Agreement, Pubco, First Merger Sub and Second Merger Sub made customary representations and warranties to Distoken, including among others,
related to the following: (1) organization and good standing; (2) authority and binding effect relative to the execution and delivery
of the Business Combination Agreement and other ancillary documents; (3) governmental approvals; (4) non-contravention; (5) capitalization;
(6) activities of Pubco, First Merger Sub and Second Merger Sub; (7) finders and brokers; (8) Investment Company Act; (9) information
supplied; and (10) independent investigation.
None of the representations
and warranties of the parties shall survive the Closing.
Covenants of the Parties
Each party agreed in the Business
Combination Agreement to use its commercially reasonable efforts to effect the Closing. The Business Combination Agreement also contains
certain customary covenants by each of the parties during the period between the signing of the Business Combination Agreement and the
earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, including covenants regarding:
(1) the provision of access to their properties, books and personnel; (2) the operation of their respective businesses in the ordinary
course of business; (3) the provision of financial statements of the Company and its direct and indirect subsidiaries (excluding Pubco,
First Merger Sub and Second Merger Sub) (the “Target Companies”); (4) Distoken’s public filings; (5) “no
shop” obligations (which will commence from the initial confidential or public submission of the Registration Statement to the SEC
and exceptions; (6) no insider trading; (7) notifications of certain breaches, consent requirements or other matters; (8) efforts to consummate
the Closing and obtain third party and regulatory approvals and efforts to cause Pubco to maintain its status as a “foreign private
issuer” under the U.S. Securities Exchange Act of 1934 Rule 3b-4; (9) further assurances; (10) public announcements; (11) confidentiality;
(12) indemnification of directors and officers and tail insurance; (13) use of trust proceeds after the Closing; (14) efforts to support
a private placement or backstop arrangements, if sought; (15) intended tax treatment of the Mergers; and (16) the provision of an employees’
compensation insurance policy by the Company.
The parties also agreed to
take all necessary actions to cause Pubco’s board of directors immediately after the Closing to consist of a board of seven directors
comprised of persons that are designated by the Company prior to the Closing.
Distoken and Pubco also agreed
to jointly prepare, and Pubco shall file with the SEC, a registration statement on Form S-4 or F-4 (as amended, the “Registration
Statement”) in connection with the registration under the Securities Act of 1933, as amended (the “Securities
Act”) of the issuance of securities of Pubco to the holders of the ordinary shares, rights and warrants of Distoken and
the Company and containing a proxy statement/prospectus for the purpose of soliciting proxies from the shareholders of Distoken for the
matters relating to the Business Combination to be acted on at the special meeting of the shareholders of Distoken and providing such
shareholders an opportunity to participate in the redemption of their public shares of Distoken upon the Closing (the “Redemption”).
The Sponsor agreed to pay
all unpaid expenses of Distoken in excess of $10,000,000 and any finder fee owed pursuant to the business combination marketing agreement
between Distoken and I-Bankers Securities, Inc. (if any) and the Sponsor agreed to indemnify and hold harmless Distoken and Pubco with
respect to any such unpaid amounts.
Conditions to Closing
The obligations of the parties
to consummate the Business Combination are subject to various conditions, including the following mutual conditions of the parties unless
waived: (i) the approval of the Business Combination Agreement and the Business Combination and related matters by the requisite vote
of Distoken’s shareholders; (ii) obtaining material regulatory approvals; (iii) no law or order preventing or prohibiting the Business
Combination; (iv) Distoken having at least $5,000,001 in net tangible assets as of the Closing; (v) the amendment by Pubco shareholders
of Pubco’s memorandum and articles of association; (vi) the effectiveness of the Registration Statement; (vii) the appointment of
the post-closing directors of Pubco; and (viii) the Nasdaq listing requirements having been fulfilled.
In addition, unless waived
by the Company, the obligations of the Company, Pubco, First Merger Sub and Second Merger Sub to consummate the Business Combination are
subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (i)
the representations and warranties of Distoken being true and correct on and as of the Closing (subject to Material Adverse Effect); (ii)
Distoken having performed in all material respects its obligations and complied in all material respects with its covenants and agreements
under the Business Combination Agreement required to be performed or complied with by it on or prior the date of the Closing; (iii) the
absence of any Material Adverse Effect with respect to Distoken since the date of the Business Combination Agreement which is continuing
and uncured; (iv) Distoken having cash and cash equivalents at least equal to the aggregate expenses of Distoken; (v) the receipt by the
Company and Pubco of the amendment to the the Registration Rights Agreement, dated as of February 15, 2023, by and among Distoken, the
Sponsor and the other holders named therein (the “Founders Registration Rights Agreement Amendment”); (vi) each
of the Founder Lock-Up Agreements entered into by and among Pubco, the Company, Distoken and the Sponsor being in full force and effect
as of the date of the Closing; (vii) each of the Company’s shareholders shall have received from Pubco a duly executed registration
rights agreement covering the merger consideration shares received by the Company shareholders; and (viii) the aggregate unpaid expenses
of Distoken not exceeding $10,000,000, or alternatively, the Sponsor shall have paid in full all unpaid expenses of Distoken in excess
of $10,000,000.
Unless waived by Distoken,
the obligations of Distoken to consummate the Business Combination are subject to the satisfaction of the following Closing conditions,
in addition to customary certificates and other closing deliveries: (i) the representations and warranties of the Company, Pubco, First
Merger Sub, and Second Merger Sub being true and correct on and as of the date of the Closing (subject to Material Adverse Effect on the
Target Companies, taken as a whole); (ii) the Company, Pubco, First Merger Sub, and Second Merger Sub having performed in all material
respects their respective obligations and complied in all material respects with their respective covenants and agreements under the Business
Combination Agreement required to be performed or complied with on or prior to the date of the Closing; (iii) the absence of any Material
Adverse Effect with respect to the Target Companies (taken as a whole) since the date of the Business Combination Agreement which is continuing
and uncured; (iv) the receipt by Distoken of the Founders Registration Rights Agreement Amendment duly executed by Pubco; (v) the Non-Competition
and Non-Solicitation Agreement (as defined below) and a Lock-Up Agreement (as defined below) from each Significant Company Holder shall
be in full force and effect from the Closing; (vi) Distoken shall have received employment agreements between certain individuals and
the applicable Target Company or Pubco.
Termination
The Business Combination Agreement
may be terminated at any time prior to the Closing by either Distoken or the Company if the Closing does not occur by December 31, 2024
(the “Outside Date”); provided that if Distoken seeks and receives an extension of the deadline by which it
must consummate its initial business combination, either Distoken or the Company shall have the right to extend the Outside Date by an
additional period equal to the shorter of (A) three additional months and (B) the period ending on the last day by which Distoken must
consummate its initial business combination pursuant to such extension or such other date as may be extended for only one time pursuant
to the Business Combination Agreement.
The Business Combination Agreement
may also be terminated under certain other customary and limited circumstances at any time prior the Closing, including, among other reasons:
(i) by mutual written consent of Distoken and the Company; (ii) by either Distoken or the Company if a governmental authority of competent
jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Business
Combination, and such order or other action has become final and non-appealable; (iii) by the Company for Distoken’s uncured breach
of the Business Combination Agreement, such that the related Closing condition would not be met; (iv) by Distoken for the uncured breach
of the Business Combination Agreement by the Company, Pubco, First Merger Sub, or Second Merger Sub, such that the related Closing condition
would not be met; or (v) by either Distoken or the Company if Distoken holds its shareholders meeting to approve the Business Combination
Agreement and the Business Combination, and such approval is not obtained.
If the Business Combination
Agreement is terminated, all further obligations of the parties under the Business Combination Agreement (except for certain obligations
related to confidentiality, effect of termination, fees and expenses, trust fund waiver, miscellaneous and definitions to the foregoing)
will terminate, and no party to the Business Combination Agreement will have any further liability to any other party thereto except for
liability for fraud or for willful breach of the Business Combination Agreement prior to termination.
Trust Account Waiver
The Company, Pubco, First
Merger Sub and Second Merger Sub have agreed that they and their affiliates will not have any right, title, interest or claim of any kind
in or to any monies in Distoken’s trust account held for its public shareholders, and have agreed not to, and waived any right to,
make any claim against the trust account (including any distributions therefrom).
Related Agreements and Documents
Lock-Up Agreements
Simultaneously with the execution
of the Business Combination Agreement, Pubco, the Company and Distoken have entered into lock-up agreements (the “Lock-Up
Agreements”) with the Sponsor and with certain Company shareholders. The Lock-Up Agreements provide for a lock-up period
commencing on the Closing Date and ending on the 12-month anniversary of the Closing Date and with respect to 50% of such shares, on the
date on which the last reported sales price of the Class A ordinary shares of Pubco equals or exceeds $12.50 per share for any 20 trading
days within any 30-trading day period commencing at least 150 days after the Closing. The form of Lock-Up Agreements is attached to this
Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Shareholder Support Agreements
Simultaneously with the execution
of the Business Combination Agreement, Distoken, the Company, and certain shareholders of the Company have entered into a Shareholder
Support Agreement (the “Shareholder Support Agreement”), pursuant to which, among other things, the shareholders
of the Company have agreed (a) to support the adoption of the Business Combination Agreement and the approval of the Business Combination,
subject to certain customary conditions, and (b) not to transfer any of their subject shares (or enter into any arrangement with respect
thereto), subject to certain customary conditions. The form of Shareholder Support Agreement is attached to this Form 8-K as Exhibit 10.2
and is incorporated herein by reference.
Non-Competition and Non-Solicitation Agreements
Simultaneously with the execution
of the Business Combination Agreement, certain Company shareholders entered into non-competition and non-solicitation agreements (the
“Non-Competition and Non-Solicitation Agreements”) in favor of Pubco, Distoken and the Company. Under the Non-Competition
and Non-Solicitation Agreements, certain Company shareholders agreed not to compete with Pubco during the three-year period following
the Closing and, during such three-year restricted period, not to solicit employees or customers of Pubco. The Non-Competition and Non-Solicitation
Agreement also contains customary confidentiality and non-disparagement provisions. The form of Non-Competition and Non-Solicitation Agreements
is attached to this Form 8-K as Exhibit 10.3 and is incorporated herein by reference.
The Business Combination
Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement
or other specific dates. The assertions embodied in those representations, warranties, covenants and agreements were made for purposes
of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection
with negotiating such agreement. The Business Combination Agreement has been filed to provide investors with information regarding its
terms, but it is not intended to provide any other factual information about Distoken, the Company or any other party to the Business
Combination Agreement. In particular, the representations and warranties, covenants and agreements contained in the Business Combination
Agreement, which were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to
the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by
confidential disclosures made for the purposes of allocating contractual risk between the parties to the Business Combination Agreement
instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that
differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations,
warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any
party to the Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other terms of
the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter
of the representations and warranties and other terms may change after the date of the Business Combination Agreement, which subsequent
information may or may not be fully reflected in Distoken’s public disclosures.
The form of the Lock-Up
Agreements, the form of Shareholder Support Agreements, and the form of Non-Competition and Non-Solicitation Agreements are filed with
this Current Report on Form 8-K as Exhibits 10.1, 10.2, and 10.3, respectively, and are incorporated herein by reference, and the foregoing
descriptions of the Lock-Up Agreements, the Shareholder Support Agreement, and the Non-Competition and Non-Solicitation Agreement are
qualified in their entirety by reference thereto.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure contained in
Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 3.02 Unregistered Sale of Equity Securities
The disclosure set forth above
in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| |
* |
The exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). Distoken agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
Additional Information About the Business Combination and Where
to Find It
This Current Report on
Form 8-K relates to a proposed Business Combination between Distoken and Youlife. This Current Report on Form 8-K does not constitute
an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. In connection with the Business Combination, the parties intend to file with the the SEC the Registration
Statement, which will include a preliminary proxy statement of Distoken and a preliminary prospectus of Pubco, and after the Registration
Statement is declared effective, Distoken will mail a definitive proxy statement/prospectus relating to the Business Combination to its
shareholders. This communication does not contain all the information that should be considered concerning the Business Combination and
is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. DISTOKEN’S
AND YOULIFE’S SHAREHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS
AND THE AMENDMENTS THERETO AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED IN CONNECTION WITH THE BUSINESS COMBINATION,
AS THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT DISTOKEN, YOULIFE, PUBCO AND THE BUSINESS COMBINATION. After the Registration
Statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant materials for the Business Combination
will be mailed to shareholders of Distoken as of a record date to be established for voting on the Business Combination. Shareholders
will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other
documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to:
Distoken Acquisition Corporation, Unit 1006, Block C, Jinshangjun Park, No. 2 Xiaoba Road, Panlong District, Kunming, Yunnan, China; Tel:
+86 871 63624579.
Participants in the Solicitation
Distoken and its directors
and executive officers may be deemed participants in the solicitation of proxies from Distoken’s shareholders with respect to the
Business Combination. A list of the names of those directors and executive officers of Distoken is contained in Distoken’s Annual
Report on Form 10-K filed with the SEC on April 17, 2024, which is available free of charge at the SEC’s web site at www.sec.gov,
or by directing a request to: Distoken Acquisition Corporation, Unit 1006, Block C, Jinshangjun Park, No. 2 Xiaoba Road, Panlong District,
Kunming, Yunnan, China; Tel: +86 871 63624579. Additional information regarding the interests of such participants will be set forth in
the Registration Statement when available.
Youlife, Pubco and their
directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of Distoken
in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their
interests in the Business Combination will be included in the Registration Statement when available.
Non-Solicitation
This Current Report on
Form 8-K does not constitute, and should not be construed to be, a proxy statement or the solicitation of a proxy, solicitation of any
vote or approval, consent or authorization with respect to any securities or in respect of the proposed Business Combination described
herein and shall not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Forward-Looking Statements
This Current Report on
Form 8-K contains certain statements that may be considered forward-looking statements within the meaning of the federal securities laws.
Forward-looking statements include, without limitation, statements about future events or Distoken’s, Youlife’s or Pubco’s
future financial or operating performance. For example, statements regarding Youlife’s anticipated growth and the anticipated growth
in demand for Youlife’s products, services and solutions, the anticipated size of Youlife’s addressable market and other metrics,
statements regarding the benefits of the Business Combination, and the anticipated timing of the completion of the Business Combination
are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,”
“could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,”
“forecast,” “expect,” “intend,” “will,” “estimate,” “anticipate,”
“believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations
of them or similar terminology.
These forward-looking statements
regarding future events and the future results of Distoken, Youlife and Pubco are based on current expectations, estimates, forecasts,
and projections about the industry in which Youlife operates, as well as the beliefs and assumptions of Distoken’s management and
Youlife’s management. These forward-looking statements are only predictions and are subject to known and unknown risks, uncertainties,
assumptions and other factors beyond Distoken’s, Youlife’s or Pubco’s control that are difficult to predict because
they relate to events and depend on circumstances that will occur in the future. They are neither statements of historical fact nor promises
or guarantees of future performance. Therefore, Youlife’s and Pubco’s actual results may differ materially and adversely from
those expressed or implied in any forward-looking statements and Distoken, Youlife and Pubco therefore caution against relying on any
of these forward-looking statements.
These forward-looking statements
are based upon estimates and assumptions that, while considered reasonable by Distoken and its management, Youlife and its management,
and Pubco and its management, as the case may be, are inherently uncertain and are inherently subject to risks, variability and contingencies,
many of which are beyond Distoken’s, Youlife’s or Pubco’s control. Factors that may cause actual results to differ materially
from current expectations include, but are not limited to: (i) the occurrence of any event, change or other circumstances that could give
rise to the termination of the Business Combination Agreement and any subsequent definitive agreements with respect to the Business Combination;
(ii) the outcome of any legal proceedings that may be instituted against Distoken, Youlife, Pubco or others following the announcement
of the Business Combination and any definitive agreements with respect thereto; (iii) the inability to complete the Business Combination
due to the failure to obtain consents and approvals of the shareholders of Distoken, to obtain financing to complete the Business Combination
or to satisfy other conditions to closing, or delays in obtaining, adverse conditions contained in, or the inability to obtain necessary
regulatory approvals required to complete the transactions contemplated by the Business Combination Agreement; (iv) changes to the proposed
structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition
to obtaining regulatory approval of the Business Combination; projections, estimates and forecasts of revenue and other financial and
performance metrics, projections of market opportunity and expectations, and the estimated implied enterprise value of Pubco; (vi) Youlife’s
and Pubco’s ability to scale and grow its business, and the advantages and expected growth of Pubco; (vii) Pubco’s ability
to source and retain talent, the cash position of Pubco following closing of the Business Combination; (viii) the ability to meet stock
exchange listing standards in connection with, and following, the consummation of the Business Combination; (ix) the risk that the Business
Combination disrupts current plans and operations of Youlife as a result of the announcement and consummation of the Business Combination;
(x) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition,
the ability of Pubco or Youlife to grow and manage growth profitably, maintain key relationships and retain its management and key employees;
(xi) costs related to the Business Combination; (xii) changes in applicable laws, regulations, political and economic developments; (xiii)
the possibility that Youlife or Pubco may be adversely affected by other economic, business and/or competitive factors; (xiv) Youlife’s
estimates of expenses and profitability; (xv) the failure to realize estimated shareholder redemptions, purchase price and other adjustments;
and (xvi) other risks and uncertainties set forth in the filings by Distoken or Pubco with the SEC. There may be additional risks that
neither Distoken nor Youlife presently know or that Distoken and Youlife currently believe are immaterial that could also cause actual
results to differ from those contained in the forward-looking statements. Any forward-looking statements made by or on behalf of Distoken,
Youlife or Pubco speak only as of the date they are made. None of Distoken, Youlife or Pubco undertakes any obligation to update any forward-looking
statements to reflect any changes in their respective expectations with regard thereto or any changes in events, conditions or circumstances
on which any such statement is based.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
Distoken Acquisition Corporation |
| |
|
|
| Date: May 22, 2024 |
By: |
/s/ Jian Zhang |
| |
|
Name: |
Jian Zhang |
| |
|
Title: |
Chief Executive Officer |
Exhibit 2.1
BUSINESS COMBINATION AGREEMENT
by and among
DISTOKEN
ACQUISITION CORPORATION,
as Purchaser,
XIAOSEN
SPONSOR LLC,
as Sponsor,
YOULIFE GROUP INC.,
as Pubco,
YOULIFE I LIMITED,
as First Merger Sub,
YOULIFE II LIMITED,
as Second Merger Sub,
and
YOULIFE
INTERNATIONAL HOLDINGS INC.,
as the Company
Dated as of May 17, 2024
TABLE OF CONTENTS
| ARTICLE I MERGERS |
1 |
| 1.1 |
The
Mergers. |
1 |
| 1.2 |
Effective Time. |
1 |
| 1.3 |
Effect of the Mergers. |
1 |
| 1.4 |
Organizational Documents
of Surviving Company. |
4 |
| 1.5 |
Directors, Officers and
Registered Office Provider. |
4 |
| ARTICLE II CONVERSION OF SECURITIES;
EXCHANGE OF COMPANY SECURITIES |
4 |
| 2.1 |
Conversion of Company
Securities and First Merger Sub Ordinary Shares. |
4 |
| 2.2 |
Conversion of Issued
Securities of Purchaser and Second Merger Sub Ordinary Shares. |
5 |
| 2.3 |
No Liability. |
7 |
| 2.4 |
Taking of Necessary Action;
Further Action. |
7 |
| 2.5 |
Surrender of Company
Securities and Disbursement of Company Share Consideration. |
7 |
| 2.6 |
[Reserved.] |
8 |
| 2.7 |
Fractional Shares. |
8 |
| 2.8 |
Certain Adjustments. |
8 |
| 2.9 |
Dissenters’ Rights. |
8 |
| ARTICLE III CLOSING |
9 |
| 3.1 |
Closing. |
9 |
| ARTICLE IV REPRESENTATIONS AND
WARRANTIES OF PURCHASER |
9 |
| 4.1 |
Organization and Standing. |
9 |
| 4.2 |
Authorization; Binding
Agreement. |
9 |
| 4.3 |
Governmental Approvals. |
10 |
| 4.4 |
Non-Contravention. |
10 |
| 4.5 |
Capitalization. |
10 |
| 4.6 |
SEC Filings; Purchaser
Financials; Internal Controls. |
11 |
| 4.7 |
Absence of Certain Changes. |
13 |
| 4.8 |
Compliance with Laws. |
13 |
| 4.9 |
Actions; Orders; Permits. |
14 |
| 4.10 |
Taxes and Returns. |
14 |
| 4.11 |
Employees and Employee
Benefit Plans. |
15 |
| 4.12 |
Properties. |
15 |
| 4.13 |
Material Contracts. |
15 |
| 4.14 |
Transactions with Affiliates. |
16 |
| 4.15 |
Investment Company Act. |
16 |
| 4.16 |
Finders, Brokers, and
Advisors. |
16 |
| 4.17 |
Certain
Business Practices. |
16 |
| 4.18 |
Insurance. |
17 |
| 4.19 |
Independent Investigation. |
17 |
| ARTICLE V REPRESENTATIONS AND WARRANTIES
OF PUBCO, FIRST MERGER SUB AND SECOND MERGER SUB |
17 |
| 5.1 |
Organization and Standing. |
17 |
| 5.2 |
Authorization; Binding
Agreement. |
17 |
| 5.3 |
Governmental Approvals. |
18 |
| 5.4 |
Non-Contravention. |
18 |
| 5.5 |
Capitalization. |
19 |
| 5.6 |
Activities of Pubco,
First Merger Sub and Second Merger Sub. |
19 |
| 5.7 |
Finders and Brokers. |
19 |
| 5.8 |
Investment Company Act. |
19 |
| 5.9 |
Information Supplied. |
19 |
| 5.10 |
Independent Investigation. |
19 |
| ARTICLE VI REPRESENTATIONS AND
WARRANTIES OF THE COMPANY |
20 |
| 6.1 |
Organization and Standing. |
20 |
| 6.2 |
Authorization; Binding
Agreement. |
20 |
| 6.3 |
Capitalization. |
21 |
| 6.4 |
Subsidiaries. |
22 |
| 6.5 |
Governmental Approvals. |
22 |
| 6.6 |
Non-Contravention. |
22 |
| 6.7 |
Financial Statements. |
23 |
| 6.8 |
Absence of Certain Changes. |
24 |
| 6.9 |
Compliance with Laws. |
24 |
| 6.10 |
Company Permits. |
24 |
| 6.11 |
Litigation. |
24 |
| 6.12 |
Material Contracts. |
25 |
| 6.13 |
Intellectual Property. |
26 |
| 6.14 |
Taxes and Returns. |
28 |
| 6.15 |
Real Property. |
29 |
| 6.16 |
Personal Property. |
29 |
| 6.17 |
Title to and Sufficiency
of Assets. |
30 |
| 6.18 |
Employee Matters. |
30 |
| 6.19 |
Benefit Plans. |
31 |
| 6.20 |
Environmental Matters. |
32 |
| 6.21 |
Transactions
with Related Persons. |
33 |
| 6.22 |
Insurance. |
33 |
| 6.23 |
Top Customers; Top Vendors. |
34 |
| 6.24 |
Certain Business Practices. |
34 |
| 6.25 |
Investment Company Act. |
35 |
| 6.26 |
Finders and Brokers. |
35 |
| 6.27 |
Information Supplied. |
35 |
| 6.28 |
Independent Investigation. |
35 |
| ARTICLE VII COVENANTS |
36 |
| 7.1 |
Access and Information. |
36 |
| 7.2 |
Conduct of Business of
the Company, Pubco, First Merger Sub and Second Merger Sub. |
36 |
| 7.3 |
Conduct of Business of
Purchaser. |
39 |
| 7.4 |
Annual and Interim Financial
Statements. |
41 |
| 7.5 |
Purchaser Public Filings. |
41 |
| 7.6 |
No Solicitation. |
42 |
| 7.7 |
No Trading. |
42 |
| 7.8 |
Notification of Certain
Matters. |
43 |
| 7.9 |
Efforts. |
43 |
| 7.10 |
Further Assurances. |
45 |
| 7.11 |
The Registration Statement. |
45 |
| 7.12 |
Public Announcements. |
47 |
| 7.13 |
Confidential Information. |
47 |
| 7.14 |
Post-Closing Board of
Directors and Executive Officers. |
49 |
| 7.15 |
Indemnification of Directors
and Officers; Tail Insurance. |
49 |
| 7.16 |
Trust Account Proceeds. |
50 |
| 7.17 |
PIPE Investment. |
50 |
| 7.18 |
Tax Matters. |
50 |
| 7.19 |
Employees’ Compensation
Insurance. |
50 |
| ARTICLE VIII NO SURVIVAL |
50 |
| 8.1 |
No Survival. |
50 |
| ARTICLE IX CLOSING CONDITIONS |
51 |
| 9.1 |
Conditions to Each Party’s
Obligations. |
51 |
| 9.2 |
Conditions to Obligations
of the Company, Pubco, First Merger Sub and Second Merger Sub |
51 |
| 9.3 |
Conditions to Obligations
of Purchaser. |
53 |
| 9.4 |
Frustration of Conditions. |
54 |
| ARTICLE X TERMINATION AND EXPENSES |
55 |
| 10.1 |
Termination. |
55 |
| 10.2 |
Effect of Termination. |
56 |
| 10.3 |
Fees and Expenses. |
56 |
| ARTICLE XI WAIVERS AND RELEASES |
57 |
| 11.1 |
Waiver of Claims Against
Trust. |
57 |
| ARTICLE XII MISCELLANEOUS |
58 |
| 12.1 |
Notices. |
58 |
| 12.2 |
Binding Effect; Assignment. |
60 |
| 12.3 |
Third Parties. |
60 |
| 12.4 |
[Reserved]. |
60 |
| 12.5 |
Governing Law; Jurisdiction. |
60 |
| 12.6 |
WAIVER OF JURY TRIAL. |
61 |
| 12.7 |
Specific Performance. |
61 |
| 12.8 |
Severability. |
61 |
| 12.9 |
Amendment. |
62 |
| 12.10 |
Waiver. |
62 |
| 12.11 |
Entire Agreement. |
62 |
| 12.12 |
Interpretation. |
62 |
| 12.13 |
Counterparts. |
63 |
| 12.14 |
No Recourse. |
63 |
| 12.15 |
Legal Representation. |
63 |
| ARTICLE XIII DEFINITIONS |
64 |
| 13.1 |
Certain Definitions. |
64 |
| 13.2 |
Section References. |
74 |
INDEX
OF ANNEXES AND EXHIBITS
| Exhibit Description |
|
| Exhibit A |
Form of
Lock-Up Agreement |
|
| Exhibit B |
Form of Support
Agreement |
|
| Exhibit C |
Form of Non-Competition
Agreement |
|
BUSINESS COMBINATION AGREEMENT
This
Business Combination Agreement (this “Agreement”) is made and entered into as of May 17, 2024 by
and among: (i) Distoken Acquisition Corporation, a Cayman Islands exempted company with incorporation number 363925
(the “Purchaser”), (ii) Xiaosen Sponsor LLC, a Cayman Islands limited liability company
with registration number 3127, for the limited purpose of certain undertakings hereunder (the “Sponsor”), (iii) Youlife
Group Inc., a Cayman Islands exempted company with registration number 408752 (“Pubco”), (iv) Youlife
I Limited, a Cayman Islands exempted company with registration number 408168 and a wholly-owned subsidiary of Pubco (“First
Merger Sub”); (v) Youlife II Limited, a Cayman Islands exempted company with registration number 408169 and
a wholly-owned subsidiary of Pubco (“Second Merger Sub”), and (vi) Youlife International Holdings Inc.,
a Cayman Islands exempted company with registration number 348890 (the “Company”). Purchaser, Sponsor, Pubco,
First Merger Sub, Second Merger Sub, and the Company are sometimes referred to herein individually as a “Party”
and, collectively, as the “Parties”.
RECITALS:
WHEREAS,
Purchaser is a blank check company incorporated to acquire one or more operating businesses through a business combination transaction;
WHEREAS,
Pubco is a newly incorporated Cayman Islands exempted company that is owned entirely by the Company, and each of First Merger Sub and
Second Merger Sub is a newly incorporated Cayman Islands exempted company wholly owned by Pubco;
WHEREAS,
the Parties desire and intend to effect a business combination transaction whereby (a) First Merger Sub will merge with and into
the Company (the “First Merger”), with the Company surviving the First Merger as a wholly-owned subsidiary
of Pubco and the outstanding shares of the Company being cancelled and exchanged for the right to receive shares of Pubco (the Company,
in its capacity as the surviving company of the First Merger, is sometimes referred to herein as the “Surviving Company”);
(b) one (1) Business Day following, and as part of the same overall transaction as the First Merger, Second Merger Sub will
merge with and into Purchaser (the “Second Merger”, and together with the First Merger, the “Mergers”),
with Purchaser surviving the Second Merger as a wholly-owned subsidiary of Pubco and the outstanding securities of Purchaser being converted
into the right to receive securities of Pubco (Purchaser, in its capacity as the surviving entity of the Second Merger, is sometimes
referred to herein as the “Surviving Entity”) (the Mergers together with the other transactions contemplated
by this Agreement and the Ancillary Documents (as defined below), the “Transactions”), all upon the terms and
subject to the conditions set forth in this Agreement and in accordance with the provisions of applicable Law; and (c) the Aggregate
Merger Consideration Amount (as defined below) of the Transactions shall be $700,000,000;
WHEREAS,
simultaneously with the execution and delivery of this Agreement, certain Sellers have entered into (a) a Lock-Up Agreement with
Pubco, Purchaser and the Company, the form of which is attached as Exhibit A hereto (each, a “Seller Lock-Up
Agreement”), which will become effective as of the Closing; (b) a Support Agreement with the Company and Purchaser,
the form of which is attached as Exhibit B hereto (the “Support Agreement”); and each holder of
Founder Shares (as defined below) has entered into a Lock-Up Agreement with Pubco, Purchaser and the Company, the form of which is attached
as Exhibit A hereto (each, a “Founder Lock-Up Agreement”);
WHEREAS,
simultaneously with the execution and delivery of this Agreement, certain Sellers have entered into non-competition and non-solicitation
agreements in favor of Pubco, Purchaser and the Company, the form of which is attached as Exhibit C hereto (each, a “Non-Competition
Agreement”), which will become effective as of the Closing;
WHEREAS,
the boards of directors or similar governing bodies of each of Purchaser, Pubco, First Merger Sub, Second Merger Sub and the Company
have each (a) determined that the Transactions are fair, advisable and in the best commercial interests of their respective companies
and shareholders (as applicable), and (b) approved this Agreement and the Transactions, upon the terms and subject to the conditions
set forth herein and in accordance with, as applicable, the Cayman Companies Act (as defined herein); and
WHEREAS,
certain capitalized terms used herein are defined in ARTICLE XIII hereof.
NOW,
THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth
below, and the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby,
the Parties hereto agree as follows:
ARTICLE I
MERGERS
1.1 The
Mergers.
(a) Upon
the terms and subject to the conditions set forth in ARTICLE IX, and in accordance with the Cayman Companies Act, on the
Business Day prior to the Second Merger Effective Time, First Merger Sub shall be merged with and into the Company. As a result of the
First Merger, the separate corporate existence of First Merger Sub shall cease and the Company shall continue its corporate existence
as the surviving company (within the meaning of the Cayman Companies Act) in the First Merger and as a direct, wholly-owned subsidiary
of Pubco pursuant to the provisions of the Cayman Companies Act.
(b) Upon
the terms and subject to the conditions set forth in ARTICLE IX, and in accordance with the Cayman Companies Act, at the
Second Merger Effective Time and one Business Day following the First Merger, Second Merger Sub shall be merged with and into Purchaser.
As a result of the Second Merger, the separate corporate existence of the Second Merger Sub shall cease and Purchaser shall continue
its corporate existence as the surviving company (within the meaning of the Cayman Companies Act) in the Second Merger and as a direct,
wholly-owned subsidiary of Pubco pursuant to the provisions of the Cayman Companies Act.
1.2 Effective
Time. As promptly as practicable, but in no event later than three (3) Business Days, after the satisfaction or, if permissible,
waiver of the conditions set forth in ARTICLE IX (other than those conditions that by their nature are to be satisfied at
the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver
of such conditions at the Closing):
(a) Pubco,
First Merger Sub and the Company shall cause the First Merger to be consummated by executing a plan of merger (the “First
Merger Plan of Merger”), in such form as is required by, and executed in accordance with, the relevant provisions of the
Cayman Companies Act and mutually agreed by the parties, and filing the First Merger Plan of Merger and all such other documents (including,
without limitation, a director’s declaration by a director of each of the Company and First Merger Sub made in accordance with
Section 233(9) of the Cayman Companies Act) required to effect the First Merger pursuant to the Cayman Companies Act with the
Registrar of Companies of the Cayman Islands (the “Cayman Registrar”) as provided in the applicable provisions
of the Cayman Companies Act (the “First Merger Documents”), and make such other filings or records and take
such other actions as may be required in accordance with the applicable provisions of the Cayman Companies Act to make the First Merger
effective hereinafter. The First Merger shall become effective at the time when the First Merger Plan of Merger is registered by the
Cayman Registrar or such later time as Company and First Merger Sub may agree and specify in the First Merger Plan of Merger pursuant
to the Cayman Companies Act but in any event no later than the second (2nd) Business Day after the date of such registration
(such effective time being the “First Merger Effective Time”); and
(b) on
the Business Day following the First Merger Effective Time, Pubco, Second Merger Sub and Purchaser shall cause the Second Merger to be
consummated by executing a plan of merger (the “Second Merger Plan of Merger”), in such form as is required
by, and executed in accordance with, the relevant provisions of the Cayman Companies Act and mutually agreed by the parties, and filing
the Second Merger Plan of Merger and all such other documents (including, without limitation, a director’s declaration by a director
of each of Purchaser and Second Merger Sub made in accordance with Section 233(9) of the Cayman Companies Act) required to
effect the Second Merger pursuant to the Cayman Companies Act with the Cayman Registrar as provided in the applicable provisions of the
Cayman Companies Act (the “Second Merger Documents” and together with the First Merger Documents, the “Merger
Documents”), and make such other filings or records and take such other actions as may be required in accordance with the
applicable provisions of the Cayman Companies Act to make the Second Merger effective hereinafter. The Second Merger shall become effective
at the time when the Second Merger Plan of Merger is registered with the Cayman Registrar or such later time as Company and Second Merger
Sub may agree and specify in the Second Merger Plan of Merger pursuant to the Cayman Companies Act but in any event no later than the
second (2nd) Business Day after the date of such registration (such effective time being the “Second Merger
Effective Time”).
1.3 Effect
of the Mergers.
(a) On
the First Merger Effective Time, the effect of the First Merger shall be as provided in this Agreement, the Merger Documents and the
applicable provisions of the Cayman Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the First
Merger Effective Time, (i) all the rights, the property of every description including choses in action, business, undertaking,
goodwill, benefits, immunities and privileges of the Company and First Merger Sub shall immediately vest in the Surviving Company, (ii) all
Company Securities issued and outstanding immediately prior to the First Merger Effective Time shall be cancelled in exchange for the
right to receive shares of Pubco, as provided in Section 2.1, (iii) all First Merger Sub Ordinary Share(s) issued
and outstanding immediately prior to the First Merger Effective Time shall be cancelled in exchange for the right to receive the same
class and number of shares of the Surviving Company, (iv) all the mortgages, charges or security interests, and all contracts,
obligations, claims, debts and liabilities of each of the Company and First Merger Sub shall vest in and become the mortgages, charges
or security interests, and all contracts, obligations, claims, debts and liabilities of the Surviving Company, and (v) the separate
corporate existence of First Merger Sub shall cease.
(b) At
the Second Merger Effective Time, the effect of the Second Merger shall be as provided in this Agreement, the Merger Documents and the
applicable provisions of the Cayman Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Second
Merger Effective Time, (i) all the rights, the property of every description including choses in action, business, undertaking,
goodwill, benefits, immunities and privileges of Purchaser and Second Merger Sub shall immediately vest in the Surviving Entity, (ii) all
Purchaser Ordinary Shares issued and outstanding immediately prior to the Second Merger Effective Time shall be cancelled in exchange
for the right to receive Pubco Class A Ordinary Shares, as provided in Section 2.2, (iii) all outstanding
Purchaser Warrants shall be converted into Pubco Warrants, as provided in Section 2.2; (iv) all outstanding Purchaser
Rights shall be converted into such number of Pubco Class A Ordinary Shares as provided in Section 2.2; (v) all
Second Merger Sub Ordinary Share(s) issued and outstanding immediately prior to the Second Merger Effective Time shall be cancelled
in exchange for the right to receive the same class and number of shares of the Surviving Entity; (vi) all the mortgages, charges
or security interests, and all contracts, obligations, claims, debts and liabilities of each of Purchaser and Second Merger Sub shall
vest in and become the mortgages, charges or security interests, and all contracts, obligations, claims, debts and liabilities of the
Surviving Entity and (vii) the separate corporate existence of Second Merger Sub shall cease.
1.4 Organizational
Documents of Surviving Company.
(a) At
the First Merger Effective Time, the memorandum and articles of association of the Surviving Company shall be amended and restated
(the “Surviving Company Charter”), in substantially the form of the memorandum and articles of association
of First Merger Sub, as in effect immediately prior to the First Merger Effective Time; provided, that at the First Merger Effective
Time, references therein to the name of the Surviving Company shall be amended to be such name as reasonably determined by the Company.
(b) At
the Second Merger Effective Time, (i) the memorandum and articles of association of the Surviving Entity shall be amended and restated
(the “Surviving Entity Charter”), in substantially the form of the memorandum and articles of association of
Second Merger Sub, as in effect immediately prior to the Second Merger Effective Time; provided, that at the Second Merger Effective
Time, references therein to the name of the Surviving Entity shall be amended to be such name as reasonably determined by Purchaser,
in addition, Purchaser confirms that, at or prior to Closing, the shareholders of Purchaser will have approved the amendment and restatement
of the memorandum and articles of association referenced in the immediately preceding sentence; and (ii) the Pubco Charter, as in
effect immediately prior to the Second Merger Effective Time, shall be amended and restated in its entirety to be in the form
of the Amended Pubco Charter.
1.5 Directors,
Officers and Registered Office Provider.
(a) At
the First Merger Effective Time, the board of directors and executive officers of the Surviving Company shall be such directors and officers
as appointed by the Company as set out in the First Merger Plan of Merger, each to hold office in accordance with the provisions of the
Cayman Companies Act and the Surviving Company Charter until their respective successors are duly elected or appointed and qualified.
(b) At
the Second Merger Effective Time, the board of directors and executive officers of the Surviving Entity shall be such directors and officers
as appointed by the Company or Pubco as set out in the Second Merger Plan of Merger, each to hold office in accordance with the provisions
of the Cayman Companies Act and the Surviving Entity Charter until their respective successors are duly elected or appointed and qualified.
(c) At
the Second Merger Effective Time, the client of record of the registered office provider of the Surviving Entity shall be such named
individual or individuals as nominated by the Company or Pubco, and Purchaser shall have provided the registered office provider of the
Surviving Entity with written instructions to recognize the authority of the new client(s) of record of the Surviving Entity on
and from the Second Merger Effective Time.
ARTICLE II
CONVERSION OF SECURITIES; EXCHANGE OF COMPANY SECURITIES
2.1 Conversion
of Company Securities and First Merger Sub Ordinary Shares. At the First Merger Effective Time, by virtue of the First Merger and
without any action on the part of any Party or the holders of any of the following securities:
(a) Company
Securities. Each Company Security that is issued and outstanding immediately prior to the First Merger Effective Time, other than
the Company Founder Shares, shall, as of the First Merger Effective Time, be canceled by virtue of the First Merger and converted into
the right to receive such number of Pubco Class A Ordinary Shares equal to the Exchange Ratio in accordance with Section 1.3
(a)(which consideration shall hereinafter be referred to as the “Company Class A Share Consideration”).
All of the Company Securities exchanged for the right to receive Pubco Class A Ordinary Shares shall no longer be issued and outstanding
and shall automatically be cancelled and shall cease to exist, the register of members of the Company shall be updated promptly at the
First Merger Effective Time to reflect such cancellation, and each holder of a share certificate (if any) of the Company previously representing
any Company Securities so cancelled shall thereafter cease to have any rights with respect to such securities, except the right to receive
the Pubco Class A Ordinary Shares into which such Company Securities shall have been converted in the First Merger and as otherwise
provided under the Cayman Companies Act.
(b) First
Merger Sub Ordinary Shares. Each First Merger Sub Ordinary Share issued and outstanding immediately prior to the First Merger Effective
Time shall, as of the First Merger Effective Time, be cancelled and exchanged for one validly issued, fully paid and nonassessable ordinary
share, par value $1.00 per share, of the Surviving Company.
(c) Company
Founder Shares. Each Company Founder Share that is issued and outstanding immediately prior to the First Merger Effective Time shall,
as of the First Merger Effective Time, be canceled by virtue of the First Merger and converted into the right to receive such number
of Pubco Class B Ordinary Shares (which, for the avoidance of doubt, shall entitle each holder thereof to twenty (20) votes
for each Pubco Class B Ordinary Share held by such holder) equal to the Exchange Ratio in accordance with Section 1.3(a) (which
consideration shall hereinafter be referred to as the “Company Class B Share Consideration”, and together
with the Company Class A Share Consideration, the “Company Share Consideration”). All of the Company Founder
Shares converted into the right to receive Pubco Class B Ordinary Shares shall no longer be issued and outstanding and shall automatically
be cancelled and shall cease to exist, the register of members of the Company shall be updated promptly at the First Merger Effective
Time to reflect such cancellation, and each holder of a share certificate (if any) of the Company previously representing any Company
Founder Shares so cancelled shall thereafter cease to have any rights with respect to such securities, except the right to receive the
Pubco Class B Ordinary Shares into which such Company Founder Shares shall have been converted in the First Merger and as otherwise
provided under the Cayman Companies Act.
(d) Pubco
Ordinary Shares held by the Company. At the First Merger Effective Time and immediately following the issuance of one or more Pubco
Ordinary Shares comprising the Company Share Consideration, the Company shall surrender the Pubco Ordinary Shares that were issued and
outstanding immediately prior to the First Merger Effective Time for no consideration to Pubco and all such Pubco Ordinary Shares shall
be cancelled by Pubco.
2.2 Conversion
of Issued Securities of Purchaser and Second Merger Sub Ordinary Shares. At the Second Merger Effective Time, by virtue of the Second
Merger and without any action on the part of any Party or the holders of any of the following securities:
(a) Purchaser
Ordinary Share. At the Second Merger Effective Time, every issued and outstanding Purchaser Ordinary Share (other than those described
in Sections 2.2(d), 2.2(e) and 2.9 below) immediately prior to the Second Merger Effective Time shall be canceled
by virtue of the Second Merger in exchange for the right to receive one Pubco Class A Ordinary Share (such consideration, the “Purchaser
Merger Consideration”). All Purchaser Ordinary Shares shall cease to be issued and outstanding and shall automatically
be canceled and shall cease to exist, the register of members of Purchaser shall be updated promptly at the Second Merger Effective Time
to reflect such cancellation, and each holder of a share certificate (if any) of Purchaser previously representing any such Purchaser
Ordinary Shares so cancelled shall thereafter cease to have any rights with respect to such securities, except the right to receive the
Pubco Class A Ordinary Shares into which such Purchaser Ordinary Shares shall have been converted in the Second Merger and as otherwise
provided under the Cayman Companies Act.
(b) Purchaser
Warrants. At the Second Merger Effective Time, each outstanding Purchaser Public Warrant shall be converted into the right to receive
one Pubco Public Warrant, and each outstanding Purchaser Private Warrant shall be converted into the right to receive one Pubco Private
Warrant. At the Second Merger Effective Time, the Purchaser Warrants shall cease to be outstanding and shall automatically be canceled
and retired and shall cease to exist. Each of the Pubco Public Warrants shall have, and be subject to, substantially the same terms and
conditions set forth in the Purchaser Public Warrants, and each of the Pubco Private Warrants shall have, and be subject to, substantially
the same terms and conditions set forth in the Purchaser Private Warrants, except that in each case they shall represent the right to
acquire Pubco Class A Ordinary Shares in lieu of Purchaser Ordinary Shares. At or prior to the Second Merger Effective Time, Pubco
shall take all corporate actions necessary to reserve for future issuance and shall maintain such reservation for so long as any of the
Pubco Warrants remain outstanding, a sufficient number of Pubco Class A Ordinary Shares for delivery upon the exercise of such Pubco
Warrants.
(c) Purchaser
Rights. At the Second Merger Effective Time, each issued and outstanding Purchaser Right shall be automatically converted into such
number of Pubco Class A Ordinary Shares equal to the number of Purchaser Ordinary Shares that would have been received by the holder
thereof if such Purchaser Right had been converted upon the consummation of a Business Combination in accordance with the Purchaser Charter
and the IPO Prospectus into Purchaser Ordinary Shares, but for such purposes treating it as if such Business Combination had occurred
immediately prior to the Second Merger Effective Time and the Purchaser Ordinary Shares issued upon conversion of the Purchaser Rights
had then automatically been converted into Pubco Class A Ordinary Shares in accordance with Section 2.2(a) above.
At the Second Merger Effective Time, the Purchaser Rights shall cease to be outstanding and shall automatically be canceled and retired
and shall cease to exist. The holders of certificates previously evidencing Purchaser Rights outstanding immediately prior to the Second
Merger Effective Time shall cease to have any rights with respect to such Purchaser Rights, except as provided herein or by Law. Each
certificate formerly representing Purchaser Rights shall thereafter represent only the right to receive Pubco Class A Ordinary Shares
as set forth herein.
(d) Cancellation
of Shares Owned by Purchaser. At the Second Merger Effective Time, if there are any shares of Purchaser that are owned by Purchaser
as treasury shares, such shares shall be canceled and extinguished without any conversion thereof or payment therefor.
(e) Redeemed
Shares. Each Purchaser Ordinary Share for which a holder has validly exercised its right of Redemption shall be surrendered and cancelled
and shall cease to exist and no consideration shall be delivered or deliverable in exchange therefor, except for cash in accordance with
the Purchaser Charter and the IPO Prospectus.
(f) Second
Merger Sub Ordinary Shares. Each Second Merger Sub Ordinary Share issued and outstanding immediately prior to the Second Merger Effective
Time shall be cancelled in exchange for one validly issued, fully paid and nonassessable share, par value $1.00 per share, of the Surviving
Entity.
(g) Transfers
of Ownership. If any certificate for securities of Purchaser is to be issued in a name other than that in which the certificate surrendered
in exchange therefor is registered, it will be a condition of the issuance thereof that the certificate so surrendered will be properly
endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer and that the person requesting
such exchange will have paid to Purchaser or any agent designated by it any transfer or other Taxes required by reason of the issuance
of a certificate for securities of Purchaser in any name other than that of the registered holder of the certificate surrendered, or
established to the satisfaction of Purchaser or any agent designated by it that such tax has been paid or is not payable.
(h) Surrender
of Purchaser Certificates. All securities issued upon the surrender of Purchaser Securities in accordance with the terms hereof shall
be deemed to have been issued in full satisfaction of all rights pertaining to such securities, provided that any restrictions on the
sale and transfer of Purchaser Securities shall also apply to the Pubco Securities so issued in exchange.
(i) Lost,
Stolen or Destroyed Purchaser Certificates. In the event any certificates shall have been lost, stolen or destroyed, Pubco shall
issue, in exchange for such lost, stolen or destroyed certificates, as the case may be, upon the making of an affidavit of that fact
by the holder thereof, such securities, as may be required pursuant to Section 2.2; provided, however, that the Surviving
Entity may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed
certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against the Surviving
Entity with respect to the certificates alleged to have been lost, stolen or destroyed.
2.3 No
Liability. Notwithstanding anything to the contrary in this ARTICLE II, none of the Surviving Company, Surviving Entity,
Pubco or any other Party hereto shall be liable to any Person for any amount properly paid to a public official pursuant to any applicable
abandoned property, escheat or similar Law.
2.4 Taking
of Necessary Action; Further Action. If, at any time after the Second Merger Effective Time, any further action is necessary or
desirable to carry out the purposes of this Agreement and to vest the Surviving Company or the Surviving Entity with full right, title
and possession to all assets, property, rights, privileges, powers and franchises of Purchaser, the Company, First Merger Sub and Second
Merger Sub, the officers and directors of Purchaser, the Company, First Merger Sub and Second Merger Sub are fully authorized in the
name of their respective entities to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent
with this Agreement.
2.5 Surrender
of Company Securities and Disbursement of Company Share Consideration.
(a) At
the First Merger Effective Time, Pubco shall cause the Company Share Consideration to be issued and delivered to the Sellers as converted
from their Company Securities in accordance with Section 2.1.
(b) At
the First Merger Effective Time, the Sellers will deliver to Pubco their respective Company Securities, including any certificates representing
such Company Securities (“Company Certificates”), along with applicable share power or transfer forms reasonably
acceptable to Pubco. In the event that any Company Certificate shall have been lost, stolen or destroyed, in lieu of delivery of a Company
Certificate to Pubco, the Sellers may instead deliver to Pubco an affidavit of lost certificate and indemnity of loss in form and substance
reasonably acceptable to Pubco (a “Lost Certificate Affidavit”), which at the reasonable discretion of Pubco
may include a requirement that the owner of such lost, stolen or destroyed Company Certificate deliver a bond in such sum as Pubco may
reasonably direct as indemnity against any claim that may be made against Pubco or the Company with respect to the Company Securities
represented by such Company Certificate alleged to have been lost, stolen or destroyed.
2.7 Fractional
Shares. Notwithstanding anything to the contrary contained herein, no fraction of a Pubco Ordinary Share will be issued by Pubco
by virtue of this Agreement or the transactions contemplated hereby, and each Person who would otherwise be entitled to a fraction of
a Pubco Ordinary Share (after aggregating all fractional Pubco Ordinary Shares that would otherwise be received by such Person) shall
instead have the number of Pubco Ordinary Shares issued to such Person rounded down in the aggregate to the nearest whole Pubco Ordinary
Share.
2.8 Certain
Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement
and the Second Merger Effective Time, any change in the outstanding securities of Purchaser, the Company or Pubco shall occur (other
than the issuance of additional securities of Purchaser, the Company or Pubco as permitted by this Agreement), including by reason of
any reclassification, recapitalization, share split (including a reverse share split), or combination, exchange, readjustment of shares,
or similar transaction, or any share dividend or distribution paid in shares, the Exchange Ratio and any other amounts payable pursuant
to this Agreement shall be appropriately adjusted to reflect such change; provided, however, that this sentence shall not be construed
to permit Purchaser, the Company or Pubco to take any action with respect to its securities that is prohibited by the terms of this Agreement.
2.9 Dissenters’
Rights. Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Cayman Companies Act,
Purchaser Ordinary Shares that are outstanding immediately prior to the Second Merger Effective Time and that are held by Persons who
shall have demanded properly in writing dissenters’ rights for such Purchaser Ordinary Shares in accordance with Section 238
of the Cayman Companies Act and otherwise complied with all of the provisions of the Cayman Companies Act relevant to the exercise and
perfection of dissenters’ rights (the “Purchaser Dissenting Shares” and the holders of such Purchaser
Dissenting Shares being the “Purchaser Dissenting Shareholders”) shall be cancelled and cease to exist at the
Second Merger Effective Time and shall thereafter represent only the right to be paid the fair value of such Purchaser Dissenting Shares
and such other rights pursuant to Section 238 of the Cayman Companies Act and shall not be converted into, and such Purchaser Dissenting
Shareholders shall have no right to receive, the applicable Pubco Class A Ordinary Shares, unless and until such shareholder fails
to perfect or withdraws or otherwise loses his, her or its right to dissenters’ rights under the Cayman Companies Act. Purchaser
Ordinary Shares owned by any shareholder of Purchaser who fails to perfect or who effectively withdraws or otherwise loses his, her or
its dissenters’ rights pursuant to the Cayman Companies Act shall be cancelled and converted into, and to have become exchangeable
for, as of the Second Merger Effective Time, the right to receive the applicable Pubco Class A Ordinary Shares pursuant to Section 2.2,
without any interest thereon. Prior to the Closing, Purchaser shall give the Company prompt notice of any demands for dissenters’
rights received by Purchaser and any withdrawals of such demands. If any shareholder of Purchaser gives to Purchaser, before the Required
Shareholder Approval is obtained at the Purchaser Shareholder Meeting, written objection to the Second Merger (each, a “Written
Objection”) in accordance with Section 238(2) of the Cayman Companies Act (i) Purchaser shall, in accordance
with Section 238(4) of the Cayman Companies Act, promptly give written notice of the authorization of the Second Merger (the
“Authorization Notice”) to each such shareholder of Purchaser who has made a Written Objection, and (ii) Purchaser
and the Company may, but are not obliged to, delay the commencement of the Closing and the filing of the Second Merger Documents with
the Cayman Registrar, until at least twenty (20) days shall have elapsed since the date on which the Authorization Notice is given (being
the period allowed for written notice of an election to dissent under Section 238(5) of the Cayman Companies Act, as referred
to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions
set forth in Section 9.1, Section 9.2 and Section 9.3.
ARTICLE III
CLOSING
3.1 Closing.
Subject to the satisfaction or waiver of the conditions set forth in ARTICLE IX, the consummation of the transactions
contemplated by this Agreement (the “Closing”) shall take place at the offices of Ellenoff Grossman &
Schole LLP (“EGS”), 1345 Avenue of the Americas, New York, NY 10105, or by electronic exchange of documents
and signatures, on the third (3rd) Business Day after all the conditions to the Closing set forth in this Agreement have been satisfied
or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver
of such conditions) at 10:00 a.m. local time, or at such other date, time or place as Purchaser, Pubco and the Company may agree
(the date and time at which the Closing is actually held being the “Closing Date”).
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Except as set forth in (i) the
disclosure schedules delivered by Purchaser to the Company and accepted by Pubco on the date hereof (the “Purchaser Disclosure
Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement
to which they refer, or (ii) the SEC Reports that are available on the SEC’s website through EDGAR no later than 5:30 p.m. (Eastern
Time) on the day immediately before the date of this Agreement (to the extent the qualifying nature of such disclosure is readily apparent
from the content of such SEC Reports, but excluding disclosures referred to in “Forward-Looking Statements,” “Risk
Factors” and any other disclosures therein to the extent they are of a predictive or cautionary nature or related to forward-looking
statements), Purchaser represents and warrants to the Company and Pubco, as of the date hereof and as of the Closing, as follows:
4.1 Organization
and Standing. Purchaser is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman
Islands and is a blank check special purpose acquisition company incorporated for the purpose of entering into a merger, share exchange,
asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more operating
businesses or entities through a business combination transaction. Purchaser has all requisite corporate power and authority to own,
lease and operate its properties and to carry on its business as now being conducted. Purchaser is duly qualified or licensed and in
good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature
of the business conducted by it makes such qualification or licensing necessary. Purchaser has heretofore made available to the Company
accurate and complete copies of the Purchaser Charter, as currently in effect. Purchaser is not in violation of any provision of the
Purchaser Charter.
4.2 Authorization;
Binding Agreement. Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary
Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated
hereby and thereby, subject to obtaining the Required Shareholder Approval. The execution and delivery of this Agreement and each Ancillary
Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and
validly authorized by the board of directors of Purchaser and (b) other than the Required Shareholder Approval, no other corporate
proceedings, other than as set forth elsewhere in the Agreement, on the part of Purchaser are necessary to authorize the execution and
delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and
thereby. Purchaser’s board of directors, either (A) at a duly called and held meeting or (B) by way of written resolution,
has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Second Merger, are advisable,
fair to and in the best interests of Purchaser and Purchaser’s shareholders in accordance with Cayman Companies Act, (ii) approved
and adopted this Agreement, (iii) recommended that Purchaser’s shareholders vote in favor of the approval of this Agreement,
the Second Merger, and the other Purchaser Shareholder Approval Matters in accordance with the Cayman Companies Act (the “Purchaser
Recommendation”) and (iv) directed that this Agreement and the Purchaser Shareholder Approval Matters be submitted
to Purchaser’s shareholders for their approval. This Agreement has been, and each Ancillary Document to which Purchaser is a party
shall be when delivered, duly and validly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery
of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute,
the valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except to the extent that
enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium Laws and other Laws of general
application affecting the enforcement of creditors’ rights generally and subject to general principles of equity (collectively,
the “Enforceability Exceptions”).
4.3 Governmental
Approvals. Except as otherwise described in Schedule 4.3, no Consent of or with any Governmental Authority, on the part of
Purchaser is required to be obtained or made in connection with the execution, delivery or performance by Purchaser of this Agreement
and each Ancillary Document to which it is a party or the consummation by Purchaser of the transactions contemplated hereby and thereby,
other than (a) pursuant to Antitrust Laws, (b) such filings as expressly contemplated by this Agreement, (c) any filings
required with Nasdaq or the SEC with respect to the Transactions, (d) applicable requirements, if any, of the Securities Act, the
Exchange Act, and/ or any state “blue sky” securities Laws, and the rules and regulations thereunder, and (e) where
the failure to obtain or make such Consents or to make such filings or notifications, would individually or in the aggregate, have a
Material Adverse Effect on Purchaser.
4.4 Non-Contravention.
Except as otherwise described in Schedule 4.4, the execution and delivery by Purchaser of this Agreement and each Ancillary
Document to which it is a party, the consummation by Purchaser of the transactions contemplated hereby and thereby, and compliance by
Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Purchaser Charter,
(b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.3 hereof, and the waiting
periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with
or violate any Law, Order or Consent applicable to Purchaser or any of its properties or assets, or (c) (i) violate, conflict
with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute
a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate
the performance required by Purchaser under, (v) result in a right of termination or acceleration under, (vi) give rise to
any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than a Permitted
Lien) upon any of the properties or assets of Purchaser under, (viii) give rise to any obligation to obtain any third party Consent
or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate,
chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit,
obligation or other term under, any of the terms, conditions or provisions of, any Purchaser Material Contract, except in cases of clauses
(b) and (c), as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on Purchaser.
4.5 Capitalization.
(a) The
authorized share capital of Purchaser is $22,100, divided into 220,000,000 Purchaser Ordinary Shares and 1,000,000 Purchaser Preference
Shares. As of the date of this Agreement, the issued and outstanding Purchaser Securities are set forth hereto in Schedule 4.5(a).
As of the date of this Agreement, there are no issued or outstanding Purchaser Preference Shares. All outstanding shares of Purchaser
Securities (i) are duly authorized, validly issued as fully paid and non-assessable and not subject to or issued in violation of
any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Laws
of the Cayman Islands, the Purchaser Charter or any Contract to which Purchaser is a party and (ii) except as set forth on Schedule
4.5(b), are free and clear of all Liens and other restrictions (including any restriction on the right to vote, sell or otherwise
dispose of such Purchaser Securities). None of the outstanding Purchaser Securities has been issued in violation of any applicable securities
Laws. Prior to giving effect to the transactions contemplated by this Agreement, Purchaser does not have any Subsidiaries or own any
equity interests in any other Person.
(b) Except
as set forth in Schedule 4.5(a) or Schedule 4.5(b) there are no (i) outstanding options, warrants, puts,
calls, convertible or exchangeable securities, “phantom” share rights, share appreciation rights, share-based units, preemptive
or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or exchangeable
into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements, Contracts or commitments of
any character (other than this Agreement and the Ancillary Documents), (A) relating to the issued or unissued securities of Purchaser
or (B) obligating Purchaser to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased
any options or shares or securities convertible into or exchangeable for any capital shares, or (C) obligating Purchaser to grant,
extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for such capital
shares. Other than the Redemption or as expressly set forth in this Agreement, there are no outstanding obligations of Purchaser to repurchase,
redeem or otherwise acquire any shares of Purchaser or to provide funds to make any investment (in the form of a loan, capital contribution
or otherwise) in any Person. Except as set forth on Schedule 4.5(b), there are no shareholders agreements, voting trusts or other
agreements or understandings to which Purchaser is a party with respect to the voting of any shares of Purchaser.
(c) Except
as set forth in in Schedule 4.5(c), as of the date hereof, Purchaser does not have any Indebtedness and no Indebtedness of Purchaser
contains any restriction upon: (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by Purchaser
or (iii) the ability of Purchaser to grant any Lien on its properties or assets.
(d) Since
the date of incorporation of Purchaser, and except as contemplated by this Agreement, Purchaser has not declared or paid any distribution
or dividend in respect of its shares and has not repurchased, redeemed or otherwise acquired any of its shares, and Purchaser’s
board of directors has not authorized any of the foregoing.
4.6 SEC
Filings; Purchaser Financials; Internal Controls.
(a) Purchaser,
since the IPO, has filed all forms, reports, schedules, statements, registration statements, prospectuses and other documents required
to be filed or furnished by Purchaser with the SEC under the Securities Act and/or the Exchange Act, together with any amendments, restatements
or supplements thereto, and will file all such forms, reports, schedules, statements and other documents required to be filed subsequent
to the date of this Agreement. Except to the extent available on the SEC’s web site through EDGAR, Purchaser has delivered to the
Company copies in the form filed with the SEC of all of the following: (i) Purchaser’s annual reports on Form 10-K for
each fiscal year of Purchaser beginning with the first year Purchaser was required to file such a form, (ii) Purchaser’s quarterly
reports on Form 10-Q for each fiscal quarter that Purchaser filed such reports to disclose its quarterly financial results in each
of the fiscal years of Purchaser referred to in clause (i) above, (iii) all other forms, reports, registration statements,
prospectuses and other documents (other than preliminary materials) filed by Purchaser with the SEC since the beginning of the first
fiscal year referred to in clause (i) above (the forms, reports, registration statements, prospectuses and other documents referred
to in clauses (i), (ii) and (iii) above, to the extent publicly available through EDGAR, are, collectively, the “SEC
Reports”) and (iv) all certifications and statements required by (A) Rules 13a-14 or 15d-14 under the Exchange
Act, and (B) 18 U.S.C. §1350 (Section 906 of SOX) with respect to any report referred to in clause (i) above (collectively,
the “Public Certifications”). Except for any changes (including any required revisions to or restatements of
the Purchaser Financials (defined below) or the SEC Reports) to (A) Purchaser’s historical accounting of the Purchaser Warrants
as equity rather than as liabilities that may be required as a result of the Staff Statement on Accounting and Reporting Considerations
for Warrants Issued by Special Purpose Acquisition Companies that was issued by the SEC on April 12, 2021, and related guidance
by the SEC or (B) Purchaser’s accounting or classification of Purchaser’s outstanding redeemable shares as temporary,
as opposed to permanent, equity that may be required as a result of related statements by the SEC staff or recommendations or requirements
of Purchaser’s auditors (clauses (A) and (B), collectively, “SEC SPAC Accounting Changes”), the
SEC Reports (x) were prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange
Act, as the case may be, and the rules and regulations thereunder and (y) did not, as of their respective effective dates (in
the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and at the time they
were filed with the SEC (in the case of all other SEC Reports) contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under
which they were made, not misleading. The Public Certifications are each true as of their respective dates of filing. As used in this
Section 4.6, the term “file” shall be broadly construed to include any manner permitted by SEC rules and
regulations in which a document or information is furnished, supplied or otherwise made available to the SEC. As of the date of this
Agreement, (A) the Purchaser Public Shares, the Purchaser Public Warrants and the Purchaser Public Rights are listed on Nasdaq,
(B) Purchaser has not received any written deficiency notice from Nasdaq relating to the continued listing requirements of such
Purchaser Securities, (C) there are no Actions pending or, to the Knowledge of Purchaser, threatened against Purchaser by the Financial
Industry Regulatory Authority with respect to any intention by such entity to suspend, prohibit or terminate the quoting of such Purchaser
Securities on Nasdaq and (D) such Purchaser Securities are in compliance with all of the applicable corporate governance rules of
Nasdaq.
(b) Except
for the SEC SPAC Accounting Changes, the financial statements and notes of Purchaser contained or incorporated by reference in the SEC
Reports (the “Purchaser Financials”), fairly present in all material respects the financial position and the
results of operations, changes in shareholders’ equity, and cash flows of Purchaser at the respective dates of and for the periods
referred to in such financial statements, all in accordance with (i) GAAP methodologies applied on a consistent basis throughout
the periods involved and (ii) Regulation S-X or Regulation S-K, as applicable (except as may be indicated in the notes thereto and
for the omission of notes and audit adjustments in the case of unaudited quarterly financial statements to the extent permitted by Regulation
S-X or Regulation S-K, as applicable), and (iii) audited in accordance with PCAOB standards.
(c) Except
for the SEC SPAC Accounting Changes or as and to the extent reflected or reserved against in the Purchaser Financials, Purchaser has
not incurred and does not have any Liabilities or obligations (whether determined, contingent or otherwise) that is not adequately reflected
or reserved on or provided for in the Purchaser Financials, other than Liabilities of the type required to be reflected on a balance
sheet in accordance with GAAP that have been incurred since Purchaser’s incorporation in the ordinary course of business. Purchaser
does not maintain any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the Securities
Act. As of the date of this Agreement, no financial statements other than those of Purchaser are required by GAAP to be included in the
financial statements of Purchaser.
(d) Purchaser
has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure
controls and procedures are designed to ensure that material information relating to Purchaser and other material information required
to be disclosed by Purchaser in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information
is accumulated and communicated to Purchaser’s principal executive officer and its principal financial officer as appropriate to
allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of SOX.
As of December 31, 2023, such disclosure controls and procedures were not effective in timely alerting Purchaser’s principal
executive officer and principal financial officer to material information required to be included in Purchaser’s periodic reports
required under the Exchange Act.
(e) Except
as set forth on Schedule 4.6(e), Purchaser maintains systems of internal control over financial reporting that are sufficient
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Purchaser
maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions
of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with
GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of
directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that
could have a material effect on its financial statements. Purchaser has delivered to the Company a true and complete copy of any disclosure
(or, if unwritten, a summary thereof) by any representative of Purchaser to Purchaser’s independent auditors relating to any material
weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely
affect the ability of Purchaser to record, process, summarize and report financial data. Purchaser has no knowledge of any fraud or whistle-blower
allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in
the internal control over financial reporting of Purchaser.
(f) There
are no outstanding loans or other extensions of credit made by Purchaser to any executive officer (as defined in Rule 3b-7 under
the Exchange Act) or director of Purchaser and Purchaser has not taken any action prohibited by Section 402 of SOX.
(g) Except
as set forth on Schedule 4.6(g), since December 31, 2023, neither Purchaser (including any employee thereof) nor Purchaser’s
independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal
accounting controls utilized by Purchaser, (ii) any fraud, whether or not material, that involves Purchaser’s management or
other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Purchaser
or (iii) any claim or allegation regarding any of the foregoing.
(h) Except
as set forth on Schedule 4.6(h), there are no outstanding SEC comments from the SEC with respect to the SEC Reports and to the
knowledge of Purchaser, none of the SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation.
4.7 Absence
of Certain Changes. As of the date of this Agreement, except as set forth in Schedule 4.7, Purchaser has, (a) since
its incorporation, conducted no business other than its incorporation, the public offering of its securities (and the related private
offerings), public reporting and its search for an initial Business Combination as described in the IPO Prospectus (including the investigation
of the Target Companies and the negotiation and execution of this Agreement) and related activities, (b) since December 31,
2023, not been subject to a Material Adverse Effect, and (c) not taken any action that, if taken after the date of this Agreement,
would constitute a material breach of any of the covenants set forth in Section 7.3.
4.8 Compliance
with Laws. Purchaser has since its incorporation been in compliance with all Laws applicable to it and the conduct of its business
in all material respects. Since its incorporation date, (a) Purchaser has not been subjected to, or received written notice alleging
any material violation of applicable Law respect by Purchaser or any investigation by a Governmental Authority for actual or alleged
violation of any Applicable Law, and (b) Purchaser is not and has not been in material conflict with, or in material default, breach
or violation of any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation
to which Purchaser is a party or by which Purchaser or any property or asset of Purchaser is bound.
4.9 Actions;
Orders; Permits. There is no pending or, to the Knowledge of Purchaser, threatened Action to which Purchaser or any property or
asset of Purchaser is subject which would or would reasonably be expected to have a Material Adverse Effect on Purchaser. There is no
material Action that Purchaser has pending against any other Person. Purchaser is not subject to any material Orders of any Governmental
Authority, nor are any such Orders pending. Purchaser holds all material Permits necessary to lawfully conduct its business as presently
conducted, and to own, lease and operate its assets and properties, all of which are in full force and effect, except where the failure
to hold such Consent or for such Consent to be in full force and effect would not reasonably be expected to have a Material Adverse Effect
on Purchaser.
4.10 Taxes
and Returns.
(a) Purchaser
has or will have timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it, which Tax Returns are
true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or
withheld, all material Taxes that are shown as due on such filed Tax Returns and all other material Taxes required to be paid, collected
or withheld, other than such Taxes for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP.
Schedule 4.10(a) sets forth each jurisdiction where Purchaser files or is required to file a Tax Return. To
the Knowledge of Purchaser, there are no claims, assessments, audits, examinations, investigations or other Actions pending against Purchaser
in respect of any material Tax, and Purchaser has not been notified in writing of any material proposed Tax claims or assessments against
Purchaser other than, in each case, claims or assessments for which adequate reserves in the Purchaser Financials have been established
in accordance with GAAP. To the Knowledge of Purchaser, there are no Liens with respect to any Taxes upon any of Purchaser’s assets,
other than Permitted Liens. Purchaser has no outstanding waivers or extensions of any applicable statute of limitations to assess any
material amount of Taxes. There are no outstanding requests by Purchaser for any extension of time within which to file any Tax Return
or within which to pay any Taxes shown to be due on any Tax Return.
(b) Since
the date of its incorporation, Purchaser has not (i) changed any Tax accounting methods, policies or procedures except as required
by a change in Law, (ii) made, revoked, or amended any material Tax election, (iii) filed any amended Tax Returns or claim
for refund or (iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax Liability or
refund.
(c) Purchaser
is not a party to, is not bound by and has no obligation under any Tax sharing agreement, Tax indemnification agreement, Tax allocation
agreement or similar contract or arrangement (including any agreement, contract or arrangement providing for the sharing or ceding of
Tax credits or Tax losses) or has a liability or obligation to any person as a result of or pursuant to any such agreement, contract,
arrangement or commitment.
(d) Purchaser
has withheld and paid to the appropriate Tax authority all material Taxes required to have been withheld and paid in connection with
amounts paid or owing to any current or former employee, independent contractor, creditor, shareholder or other third party and, to Purchaser’s
knowledge, has complied (including any applicable cure provisions) in all material respects with all applicable Laws relating to the
reporting and withholding of Taxes.
(e) Purchaser
does not have any request for a material closing agreement, private letter ruling, or similar ruling in respect of Taxes pending between
Purchaser, on the one hand, and any Tax authority, on the other hand.
(f) Purchaser
has not engaged in or entered into a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2).
(g) Neither
the Internal Revenue Service nor any other U.S. or non-U.S. taxing authority or agency has asserted in writing against Purchaser any
deficiency or claim for any material Taxes or interest thereon or penalties in connection therewith.
(h) There
are no Tax Liens upon any assets of Purchaser except for Permitted Liens.
(i) Purchaser
has not received written notice of any claim from a Tax authority in a jurisdiction in which Purchaser does not file Tax Returns stating
that Purchaser is or may be subject to Tax in such jurisdiction.
(j) Purchaser,
after consultation with its tax advisors, are not aware of the existence of any fact, or any action it has taken (or failed to take)
or agreed to take, that would reasonably be expected to prevent or impede the Mergers, taken together, from qualifying for the Intended
Tax Treatment.
4.11 Employees
and Employee Benefit Plans. Purchaser does not (a) have any paid employees or (b) maintain, sponsor, contribute to or otherwise
have any Liability under, any Benefit Plans.
4.12 Properties.
Purchaser does not own, license or otherwise have any right, title or interest in any material Intellectual Property. Purchaser does
not own or lease any material real property or Personal Property.
4.13 Material
Contracts.
(a) Except
as set forth on Schedule 4.13, other than this Agreement and the Ancillary Documents, there are no Contracts to which Purchaser
is a party or by which any of its properties or assets may be bound, subject or affected, which (i) creates or imposes a Liability
greater than $100,000, (ii) may not be cancelled by Purchaser on less than sixty (60) days’ prior notice without payment of
a material penalty or termination fee or (iii) prohibits, prevents, restricts or impairs in any material respect any business practice
of Purchaser as its business is currently conducted, any acquisition of material property by Purchaser or any of its Affiliates, or restricts
in any material respect the ability of Purchaser or any of its Affiliates from engaging in business as currently conducted by it or from
competing with any other Person (each, a “Purchaser Material Contract”). All Purchaser Material Contracts have
been made available to the Company other than those that are exhibits to the SEC Reports.
(b) With
respect to each Purchaser Material Contract: (i) the Purchaser Material Contract was entered into at arms’ length and in the
ordinary course of business; (ii) the Purchaser Material Contract is legal, valid, binding and enforceable in all material respects
against Purchaser and, to the Knowledge of Purchaser, the other parties thereto, and is in full force and effect (except, in each case,
as such enforcement may be limited by the Enforceability Exceptions); (iii) Purchaser is not in breach or default in any material
respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default
in any material respect by Purchaser, or permit termination or acceleration by the other party, under such Purchaser Material Contract;
and (iv) to the Knowledge of Purchaser, no other party to any Purchaser Material Contract is in breach or default in any material
respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default
by such other party, or permit termination or acceleration by Purchaser under any Purchaser Material Contract.
4.14 Transactions
with Affiliates. Schedule 4.14 sets forth a true, correct and complete list of the Contracts and arrangements that are in existence
as of the date of this Agreement under which there are any existing or future Liabilities or obligations between Purchaser, on the one
hand, and any (a) present or former director, officer, employee, manager, direct equityholder or Affiliate of Purchaser, or any
immediate family member of any of the foregoing, or (b) record or beneficial owner of more than five percent (5%) of Purchaser’s
outstanding share as of the date hereof, on the other hand.
4.15 Investment
Company Act. Purchaser is not an “investment company” or a Person directly or indirectly “controlled” by
or acting on behalf of a person subject to registration and regulation as an “investment company”, in each case within the
meaning of the Investment Company Act. Purchaser constitutes an “emerging growth company” within the meaning of the JOBS
Act.
4.16 Finders,
Brokers, and Advisors. Except as set forth on Schedule 4.16, no broker, finder, advisor, capital provider, or investment
banker is entitled to payment of any Expenses from Purchaser, Pubco, the Target Companies or any of their respective Affiliates in connection
with the transactions contemplated hereby based upon arrangements made by or on behalf of Purchaser. Without limiting the foregoing,
Purchaser is not obligated to pay the Finder Fee to IBS in respect of the transactions contemplated by this Agreement.
4.17 Certain
Business Practices.
(a) Neither
Purchaser, nor any of its Representatives acting on its behalf, has (i) used any funds for unlawful contributions, gifts, entertainment
or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials
or employees, to foreign or domestic political parties or campaigns or violated any provision of the U.S. Foreign Corrupt Practices Act
of 1977 or any other local or foreign anti-corruption or bribery Law, (iii) made any other unlawful payment or (iv) since the
incorporation of Purchaser, directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount
to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder Purchaser or assist
it in connection with any actual or proposed transaction.
(b) The
operations of Purchaser are and have been conducted at all times in compliance with money laundering statutes in all applicable jurisdictions,
the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced
by any Governmental Authority, and no Action involving Purchaser with respect to the any of the foregoing is pending or, to the Knowledge
of Purchaser, threatened.
(c) None
of Purchaser or any of its directors or officers, or, to the Knowledge of Purchaser, any other Representative acting on behalf of Purchaser
is currently (i) identified on the specially designated nationals or other blocked person list or otherwise currently subject to
any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”),
the U.S. Department of State, or other applicable Governmental Authority; (ii) organized, resident, or located in, or a national
of a comprehensively sanctioned country (currently, the Balkans, Belarus, Burma, Cote D'Ivoire (Ivory Coast), Cuba, Democratic Republic
of Congo, Iran, Iraq, Liberia, North Korea, Sudan, Syria, and Zimbabwe); or (iii) in the aggregate, fifty (50) percent
or greater owned, directly or indirectly, or otherwise controlled, by a person identified in (i) or (ii); and Purchaser has not,
directly or indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture
partner or other Person, in connection with any sales or operations in any other country sanctioned by OFAC or for the purpose of financing
the activities of any Person currently subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC or the U.S.
Department of State in the last five (5) fiscal years.
4.18 Insurance.
As of the date hereof, Purchaser has not purchased any insurance relating to Purchaser or its business, properties, assets, directors,
officers and employees.
4.19 Independent
Investigation. Purchaser has conducted its own independent investigation, review and analysis of the business, results of operations,
condition (financial or otherwise) or assets of the Target Companies, Pubco, First Merger Sub and Second Merger Sub and acknowledges
that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and
data of the Target Companies, Pubco, First Merger Sub and Second Merger Sub for such purpose. Purchaser acknowledges and agrees that:
(a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely
upon its own investigation and the express representations and warranties of the Company, Pubco, First Merger Sub and Second Merger Sub
set forth in this Agreement (including the related portions of the Company Disclosure Schedules) and in any certificate delivered to
Purchaser pursuant hereto, and the information provided by or on behalf of the Company, Pubco, First Merger Sub and Second Merger Sub
for the Registration Statement; and (b) none of the Company and its respective Representatives have made any representation or warranty
as to the Target Companies, or this Agreement, except as expressly set forth in this Agreement (including the related portions of the
Company Disclosure Schedules) or in any certificate delivered to Purchaser pursuant hereto.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PUBCO, FIRST MERGER SUB AND SECOND MERGER SUB
Pubco, First Merger Sub and
Second Merger Sub represent and warrant to Purchaser, as of the date hereof and as of the Closing, as follows:
5.1 Organization
and Standing. Each of Pubco, First Merger Sub and Second Merger Sub is an exempted company duly incorporated, validly existing and
in good standing under the Laws of the jurisdiction of its incorporation or organization. Each of Pubco, First Merger Sub and Second
Merger Sub has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now
being conducted. Each of Pubco, First Merger Sub and Second Merger Sub is duly qualified or licensed and in good standing to do business
in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by
it makes such qualification or licensing necessary. Pubco, First Merger Sub and Second Merger Sub have heretofore made available to Purchaser
and the Company accurate and complete copies of the Organizational Documents of Pubco, First Merger Sub and Second Merger Sub, each as
currently in effect. None of Pubco, First Merger Sub or Second Merger Sub is in violation of any provision of its Organizational Documents
in any material respect.
5.2 Authorization;
Binding Agreement. Each of Pubco, First Merger Sub and Second Merger Sub has all requisite corporate power and authority to execute
and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and
to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document
to which each of Pubco, First Merger Sub and Second Merger Sub is a party and the consummation of the transactions contemplated hereby
and thereby (other than the authorization, filing and recordation of the Merger Documents, the Surviving Company Charter, the Surviving
Entity Charter and the Amended Pubco Charter, as required by the Cayman Companies Act for completion of the Mergers) have been duly and
validly authorized by all necessary corporate actions and no other corporate proceedings, other than as expressly set forth elsewhere
in the Agreement (including the filing of the Amended Pubco Charter), on the part of Pubco, First Merger Sub or Second Merger Sub are
necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which each of Pubco, First Merger
Sub and Second Merger Sub is a party or to consummate the transactions contemplated hereby and thereby (other than the authorization,
filing and recordation of the Merger Documents, the Surviving Company Charter, the Surviving Entity Charter and the Amended Pubco Charter,
as required by the Cayman Companies Act for completion of the Mergers). This Agreement has been, and each Ancillary Document to which
Pubco, First Merger Sub or Second Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered
by such Party and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other
parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of such Party, enforceable
against such Party in accordance with its terms, subject to the Enforceability Exceptions.
5.3 Governmental
Approvals. No Consent of or with any Governmental Authority, on the part of Pubco, First Merger Sub or Second Merger Sub is required
to be obtained or made in connection with the execution, delivery or performance by such Party of this Agreement and each Ancillary Document
to which it is a party or the consummation by such Party of the transactions contemplated hereby and thereby, other than (a) pursuant
to Antitrust Laws, (b) such filings as are expressly contemplated by this Agreement, including the filings required in connection
with the Mergers and the filing of the Amended Pubco Charter, (c) any filings required with Nasdaq or the SEC with respect to the
transactions contemplated by this Agreement, (d) applicable requirements, if any, of the Securities Act, the Exchange Act, and/
or any state “blue sky” securities Laws, and the rules and regulations thereunder, and (e) where the failure to
obtain or make such Consents or to make such filings or notifications, would not reasonably be expected to have a Material Adverse Effect
on Pubco.
5.4 Non-Contravention.
The execution and delivery by Pubco, First Merger Sub and Second Merger Sub of this Agreement and each Ancillary Document to which
it is a party, the consummation by such Party of the transactions contemplated hereby and thereby, and compliance by such Party with
any of the provisions hereof and thereof, will not (a) subject to the filing of the Amended Pubco Charter, conflict with or violate
any provision of such Party’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities
referred to in Section 5.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent
to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to such Party or any of
its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an
event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal,
suspension, cancellation or modification of, (iv) accelerate the performance required by such Party under, (v) result in a
right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result
in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets of such Party under, (viii) give
rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to
declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or
performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions
of, any material Contract of such Party, except in cases of clauses (b) and (c), as would not individually or in the aggregate reasonably
be expected to have a Material Adverse Effect on Pubco.
5.5 Capitalization.
As of the date hereof, (i) Pubco is authorized to issue (A) 400,000,000 Pubco Class A Ordinary Shares, of which 100
Pubco Class A Ordinary Shares are issued and outstanding, and owned by the Company, and (B) 100,000,000 Pubco Class B
Ordinary Shares, of which no Pubco Class B Ordinary Shares are issued and outstanding (ii) First Merger Sub is authorized to
issue 50,000 ordinary shares of First Merger Sub, of which 100 shares are issued and outstanding and owned by Pubco, and (iii) Second
Merger Sub is authorized to issue a maximum of 50,000 ordinary shares of Second Merger Sub, of which 100 ordinary shares are issued and
outstanding and owned by Pubco. Prior to giving effect to the transactions contemplated by this Agreement, other than First Merger Sub
and Second Merger Sub, Pubco does not have any Subsidiaries or own any equity interests in any other Person.
5.6 Activities
of Pubco, First Merger Sub and Second Merger Sub. Since their formation or incorporation (as applicable), Pubco, First Merger Sub
and Second Merger Sub have not engaged in any business activities other than as contemplated by this Agreement, do not own directly or
indirectly any ownership, equity, profits or voting interest in any Person (other than Pubco’s 100% ownership of First Merger Sub
and Second Merger Sub) and have no assets or Liabilities except those incurred in connection with this Agreement and the Ancillary Documents
to which they are a party and the Transactions, and, other than their respective Organizational Documents, this Agreement and the Ancillary
Documents to which they are a party, Pubco, First Merger Sub and Second Merger Sub are not party to or bound by any Contract.
5.7 Finders
and Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from
Purchaser, Pubco, the Target Companies or any of their respective Affiliates in connection with the transactions contemplated hereby
based upon arrangements made by or on behalf of Pubco, First Merger Sub or Second Merger Sub.
5.8 Investment
Company Act. Pubco is not an “investment company” or, a Person directly or indirectly controlled by or acting on behalf
of a person subject to registration and regulation as an “investment company”, in each case within the meanings of the Investment
Company Act.
5.9 Information
Supplied. None of the information specifically supplied or to be supplied by Pubco, First Merger Sub or Second Merger Sub expressly
for inclusion or incorporation by reference: (a) in any Current Report on Form 8-K or 6-K, and any exhibits thereto or any
other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the transactions
contemplated by this Agreement or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other
distributions to Purchaser’s or Pubco’s shareholders and/or prospective investors with respect to the consummation of the
transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) through (c), will, when filed,
made available, mailed or distributed, as the case may be, contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they
are made, not misleading. None of the information specifically supplied or to be supplied by Pubco, First Merger Sub or Second Merger
Sub expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Filing
and the Closing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they are made, not misleading. Notwithstanding the foregoing, none of Pubco, First Merger Sub or Second Merger Sub makes
any representation, warranty or covenant with respect to any information supplied by or on behalf of Purchaser, the Target Companies
or any of their respective Affiliates.
5.10 Independent
Investigation. Each of Pubco, First Merger Sub and Second Merger Sub has conducted its own independent investigation, review and
analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies and Purchaser and
acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents
and data of the Target Companies and Purchaser for such purpose. Each of Pubco, First Merger Sub and Second Merger Sub acknowledges and
agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it
has relied solely upon its own investigation and the express representations and warranties of the Company and Purchaser set forth in
this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) and in any
certificate delivered to Pubco, First Merger Sub or Second Merger Sub pursuant hereto, and the information provided by or on behalf of
the Company or Purchaser for the Registration Statement; and (b) none of the Company, Purchaser or their respective Representatives
have made any representation or warranty as to the Target Companies, Purchaser or this Agreement, except as expressly set forth in this
Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser Disclosure Schedules) or in any certificate
delivered to Pubco, First Merger Sub or Second Merger Sub pursuant hereto.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Except as set forth in the
disclosure schedules delivered by the Company to, and accepted by, Purchaser on the date hereof (the “Company Disclosure
Schedules”), each of which qualifies (a) the correspondingly numbered representation, warranty or covenant specified
therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes
of) such other representation, warranty or covenant is reasonably apparent on its face or cross-referenced, the Company hereby represents
and warrants to Purchaser as of the date hereof and as of the Closing, as follows:
6.1 Organization
and Standing. The Company is an exempted company duly incorporated, validly existing and in good standing under the Laws of the
Cayman Islands and has all requisite corporate or other entity power and authority to own, lease and operate its properties and to carry
on its business as now being conducted. Each other Target Company is a corporation or other entity duly formed, validly existing and
in good standing under the Laws of its jurisdiction of organization and has all requisite corporate or other entity power and authority
to own, lease and operate its properties and to carry on its business as now being conducted. Each Target Company is duly qualified or
licensed and in good standing in the jurisdiction in which it is incorporated or registered and in each other jurisdiction where it does
business or operates to the extent that the character of the property owned, or leased or operated by it or the nature of the business
conducted by it makes such qualification or licensing necessary. The Company has provided to Purchaser accurate and complete copies of
the Organizational Documents of each Target Company, each as amended to date and as currently in effect. No Target Company is in violation
of any provision of its Organizational Documents.
6.2 Authorization;
Binding Agreement. The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary
Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate
the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which the
Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby (other than the authorization,
filing and recordation of the Merger Documents and the Surviving Company Charter, as required by the Cayman Companies Act for completion
of the First Merger), (a) have been duly and validly authorized by the board of directors and/or shareholders of the Company (if
applicable) in accordance with the Company’s Organizational Documents, the Cayman Companies Act and any other applicable Law and
(b) other than the approval by the Company Shareholders, no other corporate proceedings on the part of the Company are necessary
to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions
contemplated hereby and thereby (other than the filing and recordation of appropriate merger documents as required by the Cayman Companies
Act). This Agreement has been, and each Ancillary Document to which the Company is or is required to be a party shall be when delivered,
duly and validly executed and delivered by the Company and assuming the due authorization, execution and delivery of this Agreement and
any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid
and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.
6.3 Capitalization.
(a) The
Company’s share capital is $50,000 consisting of 500,000,000 shares divided into 342,005,679 Company Ordinary Shares, 4,048,108
Company Series A Preferred Shares, 29,634,070 Company Series B Preferred Shares, 3,333,333 Company Series B+ Preferred
Shares, 59,713,921 Company Series C Preferred Shares, and 61,264,889 Company Series C+ Preferred Shares. The issued and outstanding
capital shares of the Company consists of 184,762,207 Company Ordinary Shares, 4,048,108 Company Series A Preferred Shares, 29,634,070
Company Series B Preferred Shares, 3,333,333 Company Series B+ Preferred Shares, 59,713,921 Company Series C Preferred
Shares, and 61,264,889 Company Series C+ Preferred Shares. Except as set forth on Schedule 6.3(a), all outstanding shares
of the Company are duly authorized, validly issued, fully paid and non-assessable, including that all amounts provided for in any agreements
for the purchase of shares of the Company have been fully paid and such shares have been issued prior to the date hereof. After giving
effect to the First Merger, Pubco shall own all of the issued and outstanding equity interests of the Surviving Company free and clear
of any Liens other than those imposed under the Surviving Company Charter and applicable securities Laws. All of the outstanding shares
and other equity interests of the Company have been duly authorized, are fully paid and non-assessable and not in violation of any purchase
option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Cayman Companies
Act, any other applicable Law, the Company’s Organizational Documents or any Contract to which the Company is a party or by which
the Company or its securities are bound. The Company does not, directly or indirectly, hold any of its shares or other equity interests
in treasury.
(b) As
of the date hereof, except as set forth on Schedule 6.3(b), no Target Company has, and no Target Company has had since its formation,
any stock option or other equity incentive plans. There are no Company Convertible Securities or preemptive rights or rights of first
refusal or first offer, nor are there any Contracts, commitments, arrangements or restrictions to which the Company is a party or bound
relating to any equity securities of the Company, whether or not outstanding. There are no outstanding or authorized equity appreciation,
phantom equity or similar rights with respect to the Company. Except as set forth on Schedule 6.3(b), to the knowledge of the
Company, there are no voting trusts, proxies, shareholder agreements or any other written agreements or understandings with respect to
the voting of the Company’s equity interests. Except as set forth in the Company’s Organizational Documents, there are no
outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any of its equity interests or securities,
nor has the Company granted any registration rights to any Person with respect to its equity securities. All of the issued and outstanding
securities of the Company have been granted, offered, sold and issued in compliance with all applicable securities Laws. As a result
of the consummation of the transactions contemplated by this Agreement, no equity interests of the Company are issuable and no rights
in connection with any interests, warrants, rights, options or other securities of the Company accelerate or otherwise become triggered
(whether as to vesting, exercisability, convertibility or otherwise).
(c) Except
as disclosed in the Company Financials or as set forth on Schedule 6.3(c), since January 1, 2023, the Company has not declared
or paid any distribution or dividend in respect of its equity interests and has not repurchased, redeemed or otherwise acquired any equity
interests of the Company, and the board of directors of the Company has not authorized any of the foregoing.
6.4 Subsidiaries.
Schedule 6.4 sets forth the corporate structure chart specifying all Subsidiaries of the Company, and with respect to each Subsidiary
(a) its jurisdiction of organization, and (b) the record holders of its shares or equity interests thereof. All of the outstanding
equity securities of each Subsidiary of the Company are duly authorized and validly issued, fully paid (except for those entities whose
registered capital are not yet due for payment as of the date hereof) and non-assessable (if applicable), and were offered, sold and
delivered in compliance with all applicable securities Laws, and owned by one or more of the Target Companies free and clear of all Liens
(other than those, if any, imposed by such Subsidiary’s Organizational Documents). The Company has provided to Purchaser accurate
and complete copies of the share registers and documents of title to all issued shares of each Target Company. There are no Contracts
to which the Company or any of its Affiliates is a party or bound with respect to the voting (including voting trusts or proxies) of
the equity interests of any Subsidiary of the Company other than the Organizational Documents of any such Subsidiary. Except as set forth
in Schedule 6.4, there are no outstanding or authorized options, warrants, rights, agreements, subscriptions, convertible securities
or commitments to which any Subsidiary of the Company is a party or which are binding upon any Subsidiary of the Company providing for
the issuance or redemption of any equity interests of any Subsidiary of the Company. There are no outstanding equity appreciation, phantom
equity, profit participation or similar rights granted by any Subsidiary of the Company. No Subsidiary of the Company has any limitation,
whether by Order or applicable Law, on its ability to make any distributions or dividends to its equity holders or repay any debt owed
to another Target Company. Except for the equity interests of the Subsidiaries listed on Schedule 6.4, the Company does not own,
directly or indirectly, any equity interests of, or otherwise Control, any Person, nor is any Target Company a participant in any joint
venture, partnership or similar arrangement. Except as set forth in Schedule 6.4, and except for those entities whose registered capital
are not yet due for payment as of the date hereof, there are no outstanding contractual obligations of a Target Company to make any loan
or capital contribution to any other Person.
6.5 Governmental
Approvals. Except as otherwise described on Schedule 6.5, to the knowledge of the Company, as the date hereof, no Consent
of or with any Governmental Authority on the part of any Target Company is required to be obtained or made in connection with the execution,
delivery or performance by the Company of this Agreement or any Ancillary Documents or the consummation by the Company of the transactions
contemplated hereby or thereby other than (a) pursuant to Antitrust Laws, (b) such filings as expressly contemplated by this
Agreement or otherwise in accordance with the Cayman Companies Act, (c) any filings required with Nasdaq or the SEC with respect
to the Transactions, (d) applicable requirements, if any, of the Securities Act, the Exchange Act, and/or any state “blue
sky” securities Laws, and the rules and regulations thereunder, and (e) those Consents, the failure of which to obtain
prior to the Closing, would not individually or in the aggregate reasonably be expected to be material to the Target Companies, taken
as a whole, or the ability of the Company to perform its obligations under this Agreement or the Ancillary Documents to which it is or
required to be a party or otherwise bound.
6.6 Non-Contravention.
Except as otherwise described in Schedule 6.6, the execution and delivery by the Company (or any other Target Company, as
applicable) of this Agreement and each Ancillary Document to which any Target Company is or is required to be a party, and the consummation
by any Target Company of the transactions contemplated hereby and thereby and compliance by any Target Company with any of the provisions
hereof and thereof, will not (a) conflict with or violate any provision of any Target Company’s Organizational Documents,
(b) subject to obtaining the Consents from Governmental Authorities referred to in Section 6.5 hereof, the waiting periods
referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate
any Law, Order or Consent applicable to any Target Company or any of its properties or assets, or (c) (i) violate, conflict
with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute
a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate
the performance required by any Target Company under, (v) result in a right of termination or acceleration under, (vi) give
rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than a Permitted
Lien) upon any of the properties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party
Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a
rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right,
benefit, obligation or other term under, any of the terms, conditions or provisions of any Company Material Contract, except in cases
of clauses (b) and (c), as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on
the Company.
6.7 Financial
Statements.
(a) As
used herein, the term “Company Financials” means the consolidated financial statements of the Target
Companies (including, in each case, any related notes thereto), consisting of the consolidated balance sheets of the Target Companies
as of December 31, 2022 and December 31, 2023, and the related consolidated audited income statements, changes in shareholder
equity and statements of cash flows for the years then ended, each audited in accordance with PCAOB auditing standards by a PCAOB qualified
auditor. True and correct copies of the Company Financials have been provided to Purchaser. The Company Financials (x) were prepared
based upon the books and records of the Target Companies as of the times and for the periods referred to therein, (y) were prepared
in accordance with GAAP, consistently applied throughout and among the periods involved (except that the unaudited statements exclude
the footnote disclosures and other presentation items required for GAAP and exclude year-end adjustments which will not be material in
amount), and (z) fairly present in all material respects the consolidated financial position of the Target Companies as of the respective
dates thereof and the consolidated results of the operations and cash flows of the Target Companies for the periods indicated, except
as otherwise noted therein and subject to recurring adjustments normally made at year-end, including accounting for the Company’s
preferred stock, warrants, and share-based awards.
(b) Each
Target Company maintains books and records reflecting its assets and Liabilities and maintains proper and adequate internal accounting
controls that are designed to provide reasonable assurance that (i) such Target Company does not maintain any off-the-book accounts
and that such Target Company’s assets are used only in accordance with such Target Company’s management directives, (ii) transactions
are executed with management’s authorization, (iii) transactions are recorded as necessary to permit preparation of the financial
statements of such Target Company and to maintain accountability for such Target Company’s assets, (iv) access to such Target
Company’s assets is permitted only in accordance with management’s authorization, and (v) adequate procedures are implemented
to effect the collection of accounts, notes and other receivables on a timely basis. All of the financial books and records of the Target
Companies are complete and accurate in all material respects and have been maintained in the ordinary course consistent with past practice
and in accordance with applicable Laws. No Target Company has been subject to or involved in any material fraud that involves management
or other employees who have a significant role in the internal controls over financial reporting of any Target Company. For the past
two (2) years, no Target Company or its Representatives has received any written complaint, allegation, assertion or claim regarding
the accounting or auditing practices, procedures, methodologies or methods of any Target Company or its internal accounting controls,
including any material written complaint, allegation, assertion or claim that any Target Company has engaged in questionable accounting
or auditing practices.
(c) Except
as and to the extent set forth in the Company Financials, the Target Companies do not have any Indebtedness of a nature (whether accrued,
absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP, except for: (i) liabilities
that were incurred in the ordinary course of business of the Target Companies and each Target Company, as applicable, since December 31,
2023, (ii) obligations for future performance under any contract to which any Target Company is a party or (iii) such other
liabilities and obligations which would not, individually or in the aggregate, be material and adverse to the Target Companies taken
as a whole. Except as disclosed on Schedule 6.7(c), no Indebtedness of any Target Company contains any restriction upon (i) the
prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by any Target Company, or (iii) the ability of
the Target Companies to grant any Lien on their respective properties or assets.
(d) Except
as set forth in the Company Financials, no Target Company is subject to any Liabilities or obligations (whether or not required to be
reflected on a balance sheet prepared in accordance with GAAP), including any off-balance sheet obligations or any “variable interest
entities” (within the meaning Accounting Standards Codification 810), except for those that are either (i) adequately reflected
or reserved on or provided for in the consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date contained
in the Company Financials or (ii) not material and that were incurred after the Balance Sheet Date in the ordinary course of business
consistent with past practice (other than Liabilities for breach of any Contract or violation of any Law).
(e) All
financial projections with respect to the Target Companies are prepared in good faith, subject to assumptions specified therein.
6.8 Absence
of Certain Changes. Except as set forth on Schedule 6.8 or for actions expressly contemplated by this Agreement, since December 31,
2022, the Target Companies, taken as a whole: (a) have conducted their business in all material respects in the ordinary course
of business consistent with past practice, (b) have not been subject to a Material Adverse Effect and (c) have not taken any
action or committed or agreed to take any action that, if taken after the date of this Agreement, would constitute a material breach
of any of the covenants set forth in Section 7.2.
6.9 Compliance
with Laws. Except as set forth on Schedule 6.9, no Target Company is or has been in material conflict or non-compliance with,
or in material default or violation of, nor has any Target Company received, for the past two (2) years, any written or, to the
Knowledge of the Company, oral notice of any material conflict or non-compliance with, or material default or violation of, any applicable
Laws in all material respects by which it is or any of its properties, assets, employee, businesses or operations are or were bound or
affected.
6.10 Company
Permits. Each Target Company (and its employees who are legally required to be licensed by a Governmental Authority in order to
perform his or her duties with respect to his or her employment with any Target Company), holds all Permits necessary to lawfully conduct
in all material respects its business as presently conducted, and to own, lease and operate its assets and properties, except for those
Permits the failure of which to be obtained, would not individually or in the aggregate reasonably be expected to be material to the
Target Companies, taken as a whole (collectively, the “Company Permits”). Schedule 6.10 sets forth a
complete and accurate list of Company Permits held by the Target Companies. The Company has made available to Purchaser true, correct
and complete copies of all material Company Permits. All of the Company Permits are in full force and effect, and no suspension or cancellation
of any of the Company Permits is pending or, to the Company’s Knowledge, threatened in writing. No Target Company is in violation
in any material respect of the terms of any Company Permit, and no Target Company has received any written or, to the Knowledge of the
Company, oral notice of any Actions relating to the revocation or modification of any material Company Permit.
6.11 Litigation.
Except as described on Schedule 6.11, there is no (a) Action of any nature involving an amount claimed against any Target
Company that exceeds $1,000,000 which is currently pending or, to the Company’s Knowledge, threatened, to be made for the past
two (2) years, nor, to the Company’s Knowledge, is there any reasonable basis for any such Action to be made; or (b) Order
now pending or outstanding or that was rendered by a Governmental Authority for the past two (2) years, in either case of (a) or
(b) by or against any Target Company, its business, equity securities or assets. For the past two (2) years, to the knowledge
of the Company, none of the current or former officers, senior management or directors of any Target Company have been charged with,
indicted for, arrested for, or convicted of any felony or any crime involving fraud.
6.12 Material
Contracts.
(a) Schedule
6.12(a) sets forth a true, correct and complete list of, and the Company has made available to Purchaser true,
correct and complete copies of each Contract (subject to redactions only to the extent necessary to avoid disclosure of any confidential
and proprietary information of the Target Companies) currently in effect to which any Target Company is a party or by which any Target
Company, or any of its properties or assets are bound or affected (each Contract required to be set forth on Schedule 6.12(a),
a “Company Material Contract”) that:
(i) contains
covenants that limit in any material respect the ability of any Target Company (A) to compete in any line of business or with any
Person or in any geographic area or to sell, or provide any service or product or solicit any Person, including any non-competition covenants,
employee and customer non-solicit covenants, exclusivity restrictions, rights of first refusal or most-favored pricing clauses or (B) to
purchase or acquire an interest in any other Person;
(ii) relates
to the formation, creation, operation, management or control of any joint venture, profit-sharing, partnership, limited liability company
or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or
joint venture;
(iii) involves
any exchange traded, over the counter or other swap, cap, floor, collar, futures contract, forward contract, option or other derivative
financial instrument or Contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever,
whether tangible or intangible, including currencies, interest rates, foreign currency and indices;
(iv) evidences
Indebtedness (whether incurred, assumed, guaranteed or secured by any asset) of any Target Company having an outstanding principal amount
in excess of $250,000, other than those incurred in the ordinary course of business of the Target Companies to or on behalf of customers
or any ordinary course transactions that are settled on a daily basis;
(v) involves
the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets with an aggregate value in excess of $250,000
(other than in the ordinary course of business consistent with past practice) or shares or other equity interests of any Target Company
or another Person;
(vi) relates
to any merger, consolidation or other business combination with any other Person or the acquisition or disposition of any other entity
or its business or material assets or the sale of any Target Company, its business or material assets, in each case in excess of $250,000;
(vii) by
its terms, individually or with all related Contracts, calls for aggregate payments or receipts by the Target Companies under such Contract
or Contracts of at least $500,000 per year or $3,000,000 in the aggregate;
(viii) involves
payment by the Target Companies in excess of $500,000 annually and is with any of the top five (5) suppliers of the Target Companies
ranked by dollar volume of payment by the Target Companies;
(ix) obligates
the Target Companies to provide continuing indemnification or a guarantee of obligations of a third party after the First Merger Effective
Time in excess of $250,000;
(x) is
between any (A) Target Company and (B) any directors, officers or employees of a Target Company (other than employment, consulting
service, non-competition and non-solicitation, assignment of Intellectual Property or confidentiality arrangements with employees entered
into in the ordinary course of business), including all severance and indemnification agreements, or any Related Person;
(xi) obligates
the Target Companies to make any capital commitment or expenditure in excess of $1,000,000 (including pursuant to any joint venture);
(xii) relates
to a settlement of any Action for an amount greater than $500,000 entered into within two (2) years prior to the date of this Agreement
or under which any Target Company has outstanding obligations (other than customary confidentiality or non-disparagement obligations);
or
(xiii) provides
another Person (other than another Target Company or any manager, director or officer of any Target Company) with a power of attorney
other than in the ordinary course of business.
(b) Except
as disclosed in Schedule 6.12(b), with respect to each Company Material Contract: (i) such Company Material
Contract is valid and binding and enforceable in all material respects against the Target Company party thereto and, to the Knowledge
of the Company, each other party thereto, and is in full force and effect (except, in each case, as such enforcement may be limited by
the Enforceability Exceptions); (ii) the consummation of the transactions contemplated by this Agreement will not affect the validity
or enforceability of any Company Material Contract; (iii) no Target Company is in material breach or default in any material respect,
no event has occurred that with the passage of time or giving of notice or both would constitute a material breach or default by any
Target Company, or permit termination or acceleration by the other party thereto, under such Company Material Contract; (iv) to
the Knowledge of the Company, no other party to such Company Material Contract is in material breach or default in any material respect,
and no event has occurred that with the passage of time or giving of notice or both would constitute such a material breach or default
by such other party, or permit termination or acceleration by any Target Company, under such Company Material Contract; (v) no Target
Company has received written notice of termination by any party to any such Company Material Contract to terminate such Company Material
Contract or materially amend the terms thereof, other than modifications in the ordinary course of business that do not adversely affect
the Target Companies, taken as a whole, in any material respect; and (vi) no Target Company has waived any material rights under
any such Company Material Contract.
6.13 Intellectual
Property.
(a) Schedule
6.13(a) sets forth: as of December 31, 2023, (i) all Patents and Patent applications, Trademarks and service mark
registrations and applications, copyright registrations and applications and domain name registrations owned by a Target Company (“Company
Registered IP”), specifying as to each item, as applicable: (A) the title of the item, (B) the owner of the item,
(C) the jurisdictions in which the item is issued or registered or in which an application for issuance or registration has been
filed and (D) the issuance, registration or application numbers and dates (if applicable). Schedule 6.13(a) sets forth
all Intellectual Property licenses, sublicenses and other agreements or permissions that are material to the Target Companies’
main businesses as currently conducted (“Company IP Licenses”) (other than (i) “shrink wrap,”
“click wrap,” and “off the shelf” software agreements and other agreements for Software commercially available
to the public generally (collectively, “Off-the-Shelf Software”) and (ii) licenses, sublicenses and other
agreements or permissions for any Target Company to use Intellectual Property owned by any third party specified in commercial agreements
(including supply agreements) entered into in the ordinary course of business of the Target Companies., which are not required
to be listed, although such licenses are “Company IP Licenses” as that term is used herein), under which a Target Company
is a licensee or otherwise is authorized to use or practice any material Intellectual Property. Each Target Company owns, free and clear
of all Liens (other than Permitted Liens) all Company Registered IP, and where applicable, all assignments have been duly recorded with
any governmental agencies or other Intellectual Property offices reflecting the correct ownership of such Company Registered IP in the
applicable Target Company name(s). Except as set forth on Schedule 6.13(a), all material Company Registered IP is owned exclusively
by the applicable Target Company without obligation to pay royalties, licensing fees or other fees, or otherwise account to any third
party with respect to such Company Registered IP, except for fees and costs payable to file, apply for, register, patent or maintain
Company Registered IP.
(b) Except
as set forth on Schedule 6.13(b), to the Knowledge of the Company, each Target Company has a valid and enforceable license to
use all material Intellectual Property that is the subject of the Company IP Licenses applicable to such Target Company (except, in each
case, as such enforcement may be limited by the Enforceability Exceptions). To the Knowledge of the Company, the Company IP Licenses
include all of the licenses, sublicenses and other agreements or permissions for material Intellectual Property necessary to operate
the Target Companies as presently conducted. Each Target Company has performed all material obligations imposed on it in the applicable
Company IP Licenses, and such Target Company is not in material breach or material default thereunder in any material respect by any
Target Company thereunder. Except as set forth on Schedule 6.13(b), to the Knowledge of the Company, all registrations for material
Copyrights, Patents, Trademarks and domain names that are owned by any Target Company are valid and in force, with all applicable maintenance
and renewal fees having been paid.
(c) To
the Company’s Knowledge, no Action is pending or threatened against a Target Company that challenges the validity, enforceability,
ownership, or right to use, sell, license or sublicense any material Intellectual Property currently owned, licensed, used or held for
use by the Target Companies for the Target Companies’ main businesses as currently conducted, except for (i) any Action relating
to applications for Intellectual Property in the ordinary course of ex parte prosecution of such applications, and (ii) the adverse
result or conclusion of which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect
on the Target Companies. During the past two (2) years, no Target Company has received any written notice or claim asserting that
any infringement, misappropriation, violation, dilution or unauthorized use of the Intellectual Property of any other Person in material
respects is or may be occurring or has or may have occurred, as a consequence of the business activities of any Target Company, and such
occurrence has not resulted in damages in excess of $10,000 per occurrence. There are no Orders to which any Target Company is a party,
or is otherwise materially affected thereby, that (i) restrict the rights of a Target Company to use, transfer, license or enforce
any material Intellectual Property owned by a Target Company, (ii) restrict the conduct of the business of a Target Company in any
material respects in order to accommodate a third Person’s Intellectual Property, or (iii) grant any third Person any right
with respect to any Intellectual Property owned by a Target Company. To the knowledge of the Company, no Target Company is currently
infringing, or has, in the past two (2) years, infringed, misappropriated or violated any Intellectual Property of any other Person
in any material respect as a result of the ownership, use or license of any material Intellectual Property owned by a Target Company,
or, to the Knowledge of the Company, in connection with the conduct of the respective businesses of the Target Companies. To the Company’s
Knowledge, no third party is infringing upon, is misappropriating or is otherwise violating any Intellectual Property owned by any Target
Company and material to the Target Companies’ businesses as currently conducted (“Company IP”) in any
material respect.
(d) All
employees and independent contractors of a Target Company who develop or have developed material Intellectual Property for such Target
Company have assigned to the Target Company such material Intellectual Property arising from the services performed for a Target Company
by such Persons. To the knowledge of the Company. no current or former officers, employees or independent contractors of a Target Company
have claimed in writing any ownership interest in any material Intellectual Property owned by a Target Company. The Company has made
available to Purchaser true and complete copies of templates of written Contracts used by the Target Companies under which employees
and independent contractors assigned the material Intellectual Property developed for a Target Company to a Target Company. Each Target
Company has taken commercially reasonable security measures for the purpose of protecting the secrecy and confidentiality of the material
Company IP, and no Target Company is aware of any material breach or violation of any such measures by any Persons.
(e) To
the Knowledge of the Company, during the past two (2) years, no Person has obtained unauthorized access in any material respect
to third party personal information and data in the possession of a Target Company, nor has there been any other material compromise
of the security, confidentiality or integrity of such information or data regarding individuals or their personal information that are
protected by applicable data privacy Law. Each Target Company has complied in all material respects with all applicable Laws relating
to privacy, personal data protection, and the collection, processing and use of personal information and its own privacy policies and
guidelines.
(f) To
the knowledge of the Company, the consummation of any of the transactions contemplated by this Agreement will not result in the material
breach, material modification, cancellation, termination, suspension of, or acceleration of any payments by a Target Company under, or
release of source code for software included in Company IP because of (i) any Contract providing for the license granted by a Target
Company to a third party for material Intellectual Property owned by a Target Company, or (ii) any Company IP License. Following
the Closing, the Company shall be permitted to exercise, directly or indirectly through its Subsidiaries, all of the Target Companies’
material rights under such Contracts or Company IP Licenses to the same or similar extent that the Target Companies would have been able
to exercise had the transactions contemplated by this Agreement not occurred, without the payment of any additional amounts or consideration
other than ongoing fees, royalties or payments which the Target Companies would otherwise be required to pay in the absence of such transactions.
6.14 Taxes
and Returns. Except as set forth on Schedule 6.14:
(a) Each
Target Company has or will have timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it (taking
into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has
paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld,
other than such Taxes for which adequate reserves in the Company Financials have been established.
(b) To
the Knowledge of the Company, there is no current pending or threatened Action against a Target Company by a Governmental Authority in
a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.
(c) There
are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any
material Tax, and no Target Company has been notified in writing of any material proposed Tax claims or assessments against it (other
than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established).
(d) There
are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens.
(e) No
Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes.
There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to
pay any Taxes shown to be due on any Tax Return outside the ordinary course of business.
(f) No
Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) as a transferee or successor,
or (ii) by contract, indemnity or otherwise (excluding commercial agreements entered into in the ordinary course of business the
primary purpose of which was not the sharing of Taxes). No Target Company is a party to or bound by any Tax indemnity agreement, Tax
sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered
into in the ordinary course of business the primary purpose of which was not the sharing of Taxes) with respect to Taxes (including advance
pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on such
Target Company with respect to any period following the Closing Date.
(g) No
Target Company is or has ever been (A) a U.S. real property holding corporation within the meaning of Section 897(c)(2) of
the Code, or (B) a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other
than a group of which the Company is or was the common parent corporation.
(h) No
Target Company is treated as a domestic corporation (as such term is defined in Section 7701 of the Code) for U.S. federal income
tax purposes.
6.15 Real
Property. Schedule 6.15 contains a complete and accurate list of all premises leased or subleased by a Target Company as of March 31,
2024 for the operation of the business of a Target Company, and of all current leases, lease guarantees, agreements and documents related
thereto, including all amendments, terminations and modifications thereof or waivers thereto (collectively, the “Company
Real Property Leases”), as well as the current annual rent and term under each Company Real Property Lease, as of March 31,
2024. The Company has provided to Purchaser a true and complete copy of each of the Company Real Property Leases. The Company Real Property
Leases are valid, binding and enforceable against the Target Company party thereto and, to the Knowledge of the Company, each other party
thereto, in accordance with their terms and are in full force and effect (except, in each case, as such enforcement may be limited by
the Enforceability Exceptions). Except as set forth on Schedule 6.15, to the Knowledge of the Company, no event has occurred which
(whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a material
default on the part of a Target Company or any other party under any of the Company Real Property Leases, and no Target Company has received
written notice of any such condition, except as would not, individually or in the aggregate, have a Material Adverse Effect on the Target
Companies, taken as a whole. No Target Company owns any interest in real property (other than the leasehold interests in the Company
Real Property Leases).
6.16 Personal
Property. Each item of Personal Property which is currently owned by a Target Company with a book value or fair market value of
greater than $50,000 is in good operating condition and repair in all material respects (reasonable wear and tear excepted consistent
with the age of such items), and are suitable for their intended use in the business of the Target Companies. The operation of each Target
Company’s business as it is now conducted is not in any material respect dependent upon the right to use the Personal Property
of Persons other than a Target Company, except for such Personal Property that is owned, leased or licensed by, or otherwise contracted
to, a Target Company.
6.17 Title
to and Sufficiency of Assets. Except as set forth on Schedule 6.17, each Target Company has good and marketable title to,
or a valid leasehold interest in or right to use, all of its assets, (except, in each case, as such enforcement may be limited by the
Enforceability Exceptions) free and clear of all Liens other than (a) Permitted Liens, (b) the rights of lessors under leasehold
interests, (c) Liens specifically identified on the Company Financials and (d) Liens set forth on Schedule 6.17, except
for where the failure to have such good title or valid leasehold interests would not be material to the Target Companies, taken as a
whole. The assets (including Intellectual Property rights and contractual rights) of the Target Companies constitute all of the material
assets, rights and properties that are used in the operation of the businesses of the Target Companies as they now conducted or that
are used or held by the Target Companies for use in the operation of the businesses of the Target Companies, and taken together, are
adequate and sufficient for the operation of the businesses of the Target Companies as currently conducted.
6.18 Employee
Matters.
(a) Except
as set forth in Schedule 6.18(a), no Target Company is a party to any collective bargaining agreement or other Contract
covering any group of employees, labor organization or other representative of any of the employees of any Target Company and the Company
has no Knowledge of any activities or proceedings of any labor union or other party to organize or represent such employees. There has
not occurred or, to the Knowledge of the Company, been threatened any strike, slow-down, picketing, work-stoppage, or other similar labor
activity with respect to any such employees. Schedule 6.18(a) sets forth all unresolved labor controversies (including unresolved
grievances and age or other discrimination claims) where the amount in controversy is in excess of $100,000, if any, that are pending
or, to the Knowledge of the Company, threatened between any Target Company and Persons employed by or providing services as independent
contractors to a Target Company. No current officer of a Target Company has, to the knowledge of the Company, provided any Target Company
written notice of his or her plan to terminate his or her employment with any Target Company. Additionally, none of the ten (10) highest-paid
Company Employees or officers of a Target Company has, to the Knowledge of the Company, given oral notice of his or her plan to terminate
his or her employment with any Target Company.
(b) Except
as set forth in Schedule 6.18(b), each Target Company (i) is and has been in compliance in all material respects with all
material applicable Laws respecting employment and employment practices, terms and conditions of employment, health and safety and wages
and hours, and other Laws relating to discrimination, disability, labor relations, hours of work, payment of wages and overtime wages,
pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health, family and medical
leave, and employee terminations, and has not received written or, to the Knowledge of the Company, oral notice that there is any pending
Action involving unfair labor practices against a Target Company, (ii) is not liable for any material past due arrears of wages
or any material penalty for failure to comply with any of the foregoing, and (iii) is not liable for any material payment to any
Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for employees,
independent contractors or consultants (other than routine payments to be made in the ordinary course of business and consistent with
past practice). There are no material Actions pending or, to the Knowledge of the Company, threatened against a Target Company brought
by or on behalf of any applicant for employment, any current or former Company Employee, any Person alleging to be a current or former
Company Employee, or any Governmental Authority, relating to any such Law or regulation, or alleging breach of any express or implied
contract of employment, wrongful termination of employment, or alleging any other discriminatory, wrongful or tortious conduct in connection
with the employment relationship.
(c) Schedule
6.18(c) hereto sets forth a complete and accurate list as of the date hereof of all Company Employees which hold
the position of director or above of the Target Companies showing for each as of such date the Company Employee’s name, job title
or description, and department. Except as set forth on Schedule 6.18(c), the Target Companies have paid in full to all their Company
Employees all wages, salaries, commission, bonuses and other compensation due to their Company Employees, including overtime compensation,
and no Target Company has any obligation or Liability (whether or not contingent) with respect to severance payments due for payment
to any such employees under the terms of any written or, to the Company’s Knowledge, oral agreement, or commitment or any applicable
Law, custom, trade or practice. Except as set forth on Schedule 6.18(c), each Company Employee has entered into the Company’s
standard form of employee non-disclosure, inventions and restrictive covenants agreement with a Target Company (whether pursuant to a
separate agreement or incorporated as part of such employee’s overall employment agreement), a copy of template of which has been
made available to Purchaser by the Company.
(d) Schedule
6.18(d) contains a list of all independent contractors (including consultants) currently engaged by any Target Company. Except
as set forth on Schedule 6.18(d), all of such independent contractors are a party to a written Contract with a Target Company.
Except as set forth on Schedule 6.18(d), each such independent contractor has entered into customary covenants regarding confidentiality,
non-competition and assignment of inventions and copyrights in such Person’s agreement with a Target Company, a copy of which has
been provided to Purchaser by the Company. For the purposes of applicable Law, including the Code, all independent contractors who are
currently engaged by a Target Company are bona fide independent contractors and not employees of a Target Company. Each independent contractor
is terminable on fewer than thirty (30) days’ notice, without any obligation of any Target Company to pay severance or a termination
fee. For the purpose of this section, “independent contractors” means the individuals who are currently engaged by any Target
Company to provide services and who are not full-time employees of any Target Company.
6.19 Benefit
Plans.
(a) No
Target Company maintains any Foreign Plan (each, a “Company Benefit Plan”). No Target Company has within the
past ten (10) years maintained or contributed to (or had an obligation to contribute to) any Benefit Plan, whether or not subject
to ERISA, which is not a Foreign Plan.
(b) With
respect to each material Company Benefit Plan which covers any current or former officer, director, individual consultant or employee
(or beneficiary thereof) of a Target Company, the Company has made available to Purchaser accurate and complete copies, if applicable,
of: (i) the current plan documents and related trust agreements or annuity Contracts (including any amendments, modifications or
supplements thereto), and written descriptions of any material Company Benefit Plans which are not in writing; (ii) the most recent
annual and periodic accounting of plan assets; (iii) the most recent actuarial valuation; and (iv) all material communications
in the past five (5) years with any Governmental Authority concerning any matter that is still pending or for which a Target Company
has any outstanding material Liability.
(c) Except
as set forth on Schedule 6.19(c), with respect to each Company Benefit Plan: (i) such Company Benefit Plan has been administered
and enforced in all material respects in accordance with its terms and the requirements of all applicable Laws, and has been maintained,
where required, in good standing in all material respects with applicable regulatory authorities and Governmental Authorities; (ii) no
breach of fiduciary duty that would result in material Liability to any Target Company has occurred; (iii) no Action that would
result in a material Liability to any Target Company is pending, or to the Company’s Knowledge, threatened (other than routine
claims for benefits arising in the ordinary course of administration); (iv) all contributions, premiums and other payments (including
any special contribution, interest or penalty) required to be made with respect to a Company Benefit Plan have been timely made; (v) all
benefits accrued under any unfunded Company Benefit Plan have been timely made, and (vi) no Company Benefit Plan provides for retroactive
increases in contributions, premiums or other payments in relation thereto. No Target Company has incurred any material obligation in
connection with the termination of, or withdrawal from, any Company Benefit Plan.
(d) To
the extent applicable, the present value of the accrued benefit liabilities (whether or not vested) under each Company Benefit Plan,
determined as of the end of the Company’s most recently ended fiscal year on the basis of reasonable actuarial assumptions, did
not materially exceed the current value of the assets of such Company Benefit Plan allocable to such benefit liabilities.
(e) The
consummation of the transactions contemplated by this Agreement and the Ancillary Documents will not: (i) entitle any individual
to severance pay, unemployment compensation or other benefits or compensation under any Company Benefit Plan or under any applicable
Law; or (ii) accelerate the time of payment or vesting, or increase the amount of any compensation due, or in respect of, any director,
employee or independent contractor of a Target Company.
(f) Except
to the extent required by applicable Law, no Target Company provides health, life insurance or welfare benefits to any former or retired
employee or is obligated to provide such benefits to any active employee following such employee’s retirement or other termination
of employment or service.
6.20 Environmental
Matters. Except as set forth in Schedule 6.20:
(a) Each
Target Company is and has been in compliance in all material respects with all applicable Environmental Laws, including obtaining, maintaining
in good standing, and complying in all material respects with all material Permits required for its business and operations by Environmental
Laws (“Environmental Permits”), no Action is pending or, to the Company’s Knowledge threatened to revoke,
modify in any material respect, or terminate any such Environmental Permit.
(b) No
Target Company is the subject of any outstanding Order or Contract with any Governmental Authority in respect of any (i) Environmental
Laws, (ii) Remedial Action, or (iii) Release or threatened Release of a Hazardous Material in each case that would reasonably
be expected to give rise to any material Liability. No Target Company has assumed, contractually or by operation of Law, any outstanding
material Liabilities or obligations under any Environmental Laws.
(c) No
Action is pending, or to the Company’s Knowledge, threatened against any Target Company or any assets of a Target Company alleging
either or both that a Target Company may be in material violation of any Environmental Law or Environmental Permit or may have any material
Liability under any Environmental Law.
(d) No
Target Company has manufactured, treated, stored, disposed of, arranged for or permitted the disposal of, generated, handled or Released
any Hazardous Material, or owned or operated any property or facility, in a manner that has given or would reasonably be expected to
give rise to any material Liability or obligation under applicable Environmental Laws.
(e) To
the Knowledge of the Company, there is no investigation by any Governmental Authority of the business, operations, or currently owned,
operated, or leased property of a Target Company pending or threatened in writing that could reasonably be expected to result in a Target
Company incurring material Environmental Liabilities.
6.21 Transactions
with Related Persons. Except (i) as set forth on Schedule 6.21, (ii) any Company Benefit Plan or any stock option
or other equity incentive plans as set forth on Schedule 6.3(b), (iii) the employment relationships and the payment of compensation,
benefits and expense reimbursements and (iv) advances in the ordinary course of business, no Target Company nor any officer, director,
manager, employee of a Target Company or any of its Affiliates, nor any immediate family member of any of the foregoing (each of the
foregoing, a “Related Person”) is presently, or in the past two (2) years, has been, a party to any transaction
with a Target Company, including any Contract (a) providing for the furnishing of services by (other than as officers, directors
or employees of the Target Company), (b) providing for the rental of real property or Personal Property from or (c) otherwise
requiring payments to (other than for services or expenses as directors, officers or employees of the Target Company in the ordinary
course of business consistent with past practice) any Related Person or any Person in which any Related Person has a position as an officer
or director, trustee or partner or in which any Related Person has any direct or indirect ownership interest (other than the ownership
of securities representing no more than three percent (3%) of the outstanding voting power or economic interest of a publicly traded
company) in each case, other than any Ancillary Document. Except as set forth on Schedule 6.21, or as contemplated by or provided
for in any Ancillary Document, no Target Company has outstanding any Contract or other arrangement or commitment with any Related Person,
and no Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property)
which is used in the business of any Target Company. The assets of the Target Companies do not include any material receivable or other
material obligation from a Related Person, and the liabilities of the Target Companies do not include any material payable or other material
obligation or material commitment to any Related Person.
6.22 Insurance.
(a) Schedule
6.22(a) lists all insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and type of
policy) held by a Target Company relating to a Target Company or its business, properties, assets, directors, officers and employees,
copies of which have been provided to Purchaser. All premiums due and payable under all such insurance policies have been timely paid
and the Target Companies are otherwise in material compliance with the terms of such insurance policies. To the knowledge of the Company,
except as would not be expected to result in a Material Adverse Effect on the Target Companies taken as a whole, each such insurance
policy (i) is legal, valid, binding, enforceable and in full force and effect and (ii) will continue to be legal, valid, binding,
enforceable, and in full force and effect on identical terms following the Closing. No Target Company has any self-insurance or co-insurance
programs. For the past two (2) years, no Target Company has received any notice from, or on behalf of, any insurance carrier relating
to or involving any adverse change or any change other than in the ordinary course of business, in the conditions of insurance, any refusal
to issue an insurance policy or non-renewal of a policy.
(b) Schedule
6.22(b) identifies each individual insurance claim in excess of $50,000 made by a Target Company for the past two (2) years.
Each Target Company has reported to its insurers all claims and pending circumstances that would reasonably be expected to result in
a claim, except where such failure to report such a claim would not be reasonably likely to be material to the Target Companies, taken
as a whole. To the Knowledge of the Company, no event has occurred, and no condition or circumstance exists, that would reasonably be
expected to (with or without notice or lapse of time) give rise to or serve as a basis for the denial of any such insurance claim. No
Target Company has made any claim against an insurance policy as to which the insurer is denying coverage.
6.23 Top
Customers; Top Vendors. Schedule 6.23 lists, by dollar volume received or paid, as applicable, for each of (a) the twelve (12)
months ended on December 31, 2023 and (b) the period from January 1, 2024 through the date hereof, the five (5) largest
customers of the Target Companies (the “Top Customers”) and the five (5) largest suppliers of goods or
services to the Target Companies (the “Top Vendors”), along with the amounts of such dollar volumes. The relationships
of each Target Company with such suppliers and customers are good commercial working relationships and (i) no Top Vendor or Top
Customer within the last twelve (12) months has canceled or otherwise terminated, or, to the Company’s Knowledge, intends to cancel
or otherwise terminate, any material relationships of such Person with a Target Company, (ii) no Top Vendor or Top Customer has
during the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially,
or intends to modify materially its material relationships with a Target Company or intends to stop, decrease or limit materially its
products or services to any Target Company or its usage or purchase of the products or services of any Target Company, (iii) to
the Company’s Knowledge, no Top Vendor or Top Customer intends to refuse to pay any amount due to any Target Company or seek to
exercise any remedy against any Target Company, (iv) no Target Company has within the past two (2) years been engaged in any
material dispute with any Top Vendor or Top Customer, and (v) to the Company’s Knowledge, the consummation of the transactions
contemplated by this Agreement and the Ancillary Documents will not adversely affect the relationship of any Target Company with any
Top Vendor or Top Customer.
6.24 Certain
Business Practices.
(a) Since
its formation no Target Company, nor to the knowledge of the Company any of their respective Representatives acting on their behalf,
has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity,
(ii) made any unlawful payment to foreign or domestic government officials or employees, to foreign or domestic political parties
or campaigns or violated any provision of the U.S. Foreign Corrupt Practices Act of 1977 or (iii) made any other unlawful payment.
Since its formation no Target Company, nor any of their respective Representatives acting on their behalf has directly or knowingly indirectly,
given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee
or other Person who is or may be in a position to help or hinder any Target Company or assist any Target Company in connection with any
actual or proposed transaction.
(b) Since
its formation the operations of each Target Company are and have been conducted at all times in compliance with money laundering statutes
in all applicable jurisdictions that govern the operations of the Target Company, the rules and regulations thereunder and any related
or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority that have jurisdiction over
the Target Companies, and no Action involving a Target Company with respect to the any of the foregoing is pending or, to the Knowledge
of the Company, threatened.
(c) No
Target Company or, , any of their respective directors, officers, or, to the Knowledge of the Company, any other Representative acting
on behalf of a Target Company is currently (i) identified on the specially designated nationals or other blocked person list or
otherwise currently subject to any U.S. sanctions administered by OFAC, the U.S. Department of State, or other applicable Governmental
Authority; (ii) organized, resident, or located in, or a national of a comprehensively sanctioned country (currently, the Balkans,
Belarus, Burma, Côte d'Ivoire (Ivory Coast), Cuba, Democratic Republic of Congo, Iran, Iraq, Liberia, North Korea, Sudan,
Syria, and Zimbabwe); or (iii) in the aggregate, fifty (50) percent or greater owned, directly or indirectly, or otherwise controlled,
by a person identified in (i) or (ii). No Target Company or any of their respective directors, officers, or, to the Knowledge of
the Company, any other Representative acting on behalf of a Target Company has, directly or indirectly, used any funds, or loaned, contributed
or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations
in Cuba, Iran, Syria, or any other country comprehensively sanctioned by OFAC (currently, the Balkans, Belarus, Burma, Côte
d'Ivoire (Ivory Coast), Cuba, Democratic Republic of Congo, Iran, Iraq, Liberia, North Korea, Sudan, Syria, and Zimbabwe) or
for the purpose of financing the activities of any Person currently subject to, or otherwise in violation of, any U.S. sanctions administered
by OFAC or the U.S. Department of State in the last five (5) fiscal years.
6.25 Investment
Company Act. No Target Company is an “investment company” or a Person directly or indirectly “controlled”
by or acting on behalf of an “investment company”, in each case within the meaning of the Investment Company Act.
6.26 Finders
and Brokers. Except as set forth in Schedule 6.26, no broker, finder or investment banker is entitled to any brokerage, finder’s
or other fee or commission from Purchaser, Pubco, the Target Companies or any of their respective Affiliates in connection with the transactions
contemplated hereby based upon arrangements made by or on behalf of any Target Company.
6.27 Information
Supplied. None of the information specifically supplied or to be supplied by the Company expressly for inclusion or incorporation
by reference: (a) in any current report on Form 8-K, and any exhibits thereto or any other report, form, registration or other
filing made with any Governmental Authority (including the SEC) with respect to the transactions contemplated by this Agreement or any
Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to Purchaser’s
or Pubco’s shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by this
Agreement or in any amendment to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed,
as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. None of
the information specifically supplied or to be supplied by the Company expressly for inclusion or incorporation by reference in any of
the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing will, when filed or distributed, as applicable,
contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing,
the Company makes no representation, warranty or covenant with respect to any information supplied by or on behalf of the Company or
its Affiliates.
6.28 Independent
Investigation. The Company has conducted its own independent investigation, review and analysis of the business, results of operations,
condition (financial or otherwise) or assets of Purchaser, Pubco, First Merger Sub and Second Merger Sub and acknowledges that it has
been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Purchaser,
Pubco, First Merger Sub and Second Merger Sub for such purpose. The Company acknowledges and agrees that: (a) in making its decision
to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation
and the express representations and warranties of Purchaser, Pubco, First Merger Sub and Second Merger Sub set forth in this Agreement
(including the related portions of the Purchaser Disclosure Schedules) and in any certificate delivered to the Company pursuant hereto,
and the information provided by or on behalf of Purchaser, Pubco, First Merger Sub or Second Merger Sub for the Registration Statement;
and (b) none of Purchaser, Pubco, First Merger Sub or Second Merger Sub or their respective Representatives have made any representation
or warranty as to Purchaser, Pubco, First Merger Sub or Second Merger Sub or this Agreement, except as expressly set forth in this Agreement
(including the related portions of the Purchaser Disclosure Schedules) or in any certificate delivered to Company pursuant hereto.
ARTICLE VII
COVENANTS
7.1 Access
and Information.
(a) During
the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 10.1
or the Closing (the “Interim Period”), subject to Section 7.13, each of the Company, Pubco,
First Merger Sub and Second Merger Sub shall give, and shall cause its Representatives to give, Purchaser and its Representatives, at
reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all
offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar
information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining
to the Target Companies, Pubco, First Merger Sub and Second Merger Sub as Purchaser or its Representatives may reasonably request regarding
the Target Companies, Pubco, First Merger Sub or Second Merger Sub and their respective businesses, assets, Liabilities, financial condition,
prospects, operations, management, employees and other aspects and cause each of the Representatives of the Company, Pubco, First Merger
Sub and Second Merger Sub to reasonably cooperate with Purchaser and its Representatives in their investigation; provided, however, that
Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business
or operations of the Target Companies, Pubco First Merger Sub or Second Merger Sub.
(b) During
the Interim Period, subject to Section 7.13, Purchaser shall give, and shall cause its Representatives to give, the Company,
Pubco, First Merger Sub or Second Merger Sub and their respective Representatives, at reasonable times during normal business hours and
at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees,
properties, Contracts, books and records, financial and operating data and other information (including Tax Returns, internal working
papers, client files, client Contracts and director service agreements), of or pertaining to Purchaser, as the Company, Pubco, First
Merger Sub and Second Merger Sub or their respective Representatives may reasonably request regarding Purchaser and its businesses, assets,
Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial
statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other
document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent
public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) and cause
each of Purchaser’s Representatives to reasonably cooperate with the Company, Pubco, First Merger Sub, and Second Merger Sub and
their respective Representatives in their investigation; provided, however, that the Company and its Representatives shall conduct any
such activities in such a manner as not to unreasonably interfere with the business or operations of Purchaser.
7.2 Conduct
of Business of the Company, Pubco, First Merger Sub and Second Merger Sub.
(a) Unless
Purchaser shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim
Period, except as expressly contemplated, permitted or required by this Agreement or any Ancillary Document or as set forth on Schedule
7.2, or as required by applicable Law, the Company, Pubco, First Merger Sub and Second Merger Sub shall, and shall cause their respective
Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent
with past practice, (ii) comply with all Laws applicable to the Target Companies, Pubco, First Merger Sub and Second Merger Sub
and their respective businesses, assets and employees, and (iii) use commercially reasonable measures necessary or appropriate to
preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective
current managers, directors, officers and key employees and consultants, and to preserve the possession, control and condition of their
respective material assets, all as consistent with past practice.
(b) Without
limiting the generality of Section 7.2(a) and except as contemplated, permitted or required by the terms of this Agreement
or any Ancillary Document (including in connection with any PIPE Investment), as set forth on the Company Disclosure Schedules, or as
required by applicable Law, during the Interim Period, without the prior written consent of Purchaser (such consent not to be unreasonably
withheld, conditioned or delayed), none of the Company, Pubco, First Merger Sub or Second Merger Sub shall, and each shall cause its
Subsidiaries to not:
(i) terminate,
amend, waive or otherwise change, in any respect, its Organizational Documents, except as required by applicable Law;
(ii) authorize
for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities
or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other
securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities
of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities,
provided that the increase to share capital of any Target Company in the ordinary course of business consistent with past practice shall
not require the consent of Purchaser;
(iii) sub-divide,
consolidate, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof
or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of
its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities provided
that any intra-group transfer of equity interests or securities of the Target Companies shall not require the consent of Purchaser;
(iv) incur,
create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $1,500,000
individually or $7,500,000 in the aggregate, make a loan or advance to any third party (other than advancement of expenses to employees
or payments to suppliers in the ordinary course of business), or guarantee or endorse any Indebtedness, Liability or obligation of any
Person in excess of $1,500,000 individually or $7,500,000 in the aggregate;
(v) increase
the wages, salaries or compensation of its executives other than in the ordinary course of business, consistent with past practice, and
in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property
or securities) to any employees, or materially increase other benefits of employees generally, or enter into, establish, materially amend
or terminate any Company Benefit Plan with, for or in respect of any current officer, manager, director, in each case other than as required
by applicable Law, pursuant to the terms of any Benefit Plans or in the ordinary course of business consistent with past practice;
(vi) make
or rescind any material election relating to Taxes, settle any Action relating to Taxes, file any amended Tax Return or claim for refund,
or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in
compliance with IFRS or GAAP;
(vii) transfer
or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any material Company Registered
IP, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade
Secrets;
(viii) terminate,
or waive or assign any material right under, any Company Material Contract or enter into any Contract that would be a Company Material
Contract, in any case outside of the ordinary course of business consistent with past practice;
(ix) fail
to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;
(x) establish
any Subsidiary or enter into any new line of business;
(xi) fail
to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage
with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect;
(xii) revalue
any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply
with IFRS or GAAP and after consulting with such Party’s outside auditors;
(xiii) waive,
release, assign, settle or compromise any claim or Action (including any Action relating to this Agreement or the transactions contemplated
hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and
not the imposition of equitable relief on, or the admission of wrongdoing by, the Target Companies, Pubco, First Merger Sub or Second
Merger Sub) not in excess of $1,000,000 individually or $2,000,000 in the aggregate, or otherwise pay, discharge or satisfy any Actions,
Liabilities or obligations, unless such amount has been reserved in the Company Financials, as applicable;
(xiv) except
as described on Schedule 7.2, close or materially reduce its activities, or effect any material personnel reduction or change,
at any of its facilities;
(xv) acquire,
including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation,
partnership, limited liability company, other business organization or any division thereof, or any material amount of assets, in each
case, except for transactions in the ordinary course of business;
(xvi) make
any capital expenditures in excess of $1,500,000 (individually for any project (or set of related projects) or $7,500,000 in the aggregate;
(xvii) adopt
a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;
(xviii) voluntarily
incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $500,000 individually or $2,000,000
in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan;
(xix) sell,
lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose
of any material portion of its properties, assets or rights;
(xx) enter
into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company;
(xxi) take
any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents or any Governmental Authority
(if required) to be obtained in connection with this Agreement;
(xxii) materially
accelerate the collection of any trade receivables or delay the payment of trade payables or any other Liabilities other than in the
ordinary course of business consistent with past practice;
(xxiii) enter
into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other
than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with
past practice); or
(xxiv) authorize
or agree to do any of the foregoing actions.
7.3 Conduct
of Business of Purchaser.
(a) Unless
the Company and Pubco shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during
the Interim Period, except as expressly contemplated by this Agreement, as set forth on Schedule 7.3, or as required by applicable
Law, Purchaser shall, (i) conduct its businesses, in all material respects, in the ordinary course of business consistent with past
practice, (ii) comply with all Laws applicable to Purchaser and its businesses, assets and employees, and (iii) use commercially
reasonable efforts to preserve intact, in all material respects, their respective business organizations, to keep available the services
of its managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of its material
assets, all as consistent with past practice. Notwithstanding anything to the contrary in this Section 7.3, nothing in this
Agreement shall prohibit or restrict Purchaser from extending one or more times, in accordance with the Purchaser Charter and IPO Prospectus,
or by amendment to the Purchaser Charter, the deadline by which it must complete its initial Business Combination (each, an “Extension”),
and no consent of any other Party shall be required in connection therewith.
(b) Without
limiting the generality of Section 7.3(a) and except as contemplated by the terms of this Agreement or any Ancillary
Document (including as contemplated by any PIPE Investment) or as set forth on Schedule 7.3, or as required by applicable Law,
during the Interim Period, without the prior written consent of the Company and Pubco (such consent not to be unreasonably withheld,
conditioned or delayed), Purchaser shall not:
(i) amend,
waive or otherwise change, in any respect, its Organizational Documents;
(ii) authorize
for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities
or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other
securities, including any securities convertible into or exchangeable for any of its equity securities or other security interests of
any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities;
(iii) sub-divide,
consolidate, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof
or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of
its shares or other equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its
securities;
(iv) incur,
create, assume, prepay, repay or otherwise become liable for any Indebtedness, Liability (directly, contingently or otherwise), fees
or expenses in excess of $10,000 individually or $100,000 in the aggregate, make a loan or advance to or investment in any third party,
or guarantee or endorse any Indebtedness, Liability or obligation of any Person;
(v) make
or rescind any material election relating to Taxes, settle any material Action relating to Taxes, file any amended Tax Return or claim
for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable
Law or in compliance with GAAP;
(vi) amend,
waive or otherwise change the Trust Agreement in any manner adverse to Purchaser;
(vii) terminate,
waive or assign any material right under any material agreement to which it is a party;
(viii) fail
to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;
(ix) establish
any Subsidiary or enter into any new line of business;
(x) fail
to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage
with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect;
(xi) revalue
any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply
with GAAP or IFRS, as applicable, and after consulting Purchaser’s outside auditors;
(xii) waive,
release, assign, settle or compromise any claim or Action (including any Action relating to this Agreement or the transactions contemplated
hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and
not the imposition of equitable relief on, or the admission of wrongdoing by, Purchaser) not in excess of $100,000 (individually or in
the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved
in the Purchaser Financials;
(xiii) acquire,
including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation,
partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside
the ordinary course of business;
(xiv) make
any capital expenditures for any project (or set of related projects) (excluding for the avoidance of doubt, incurring any Expenses in
accordance with the terms of this Agreement);
(xv) adopt
a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization
(other than with respect to the Merger);
(xvi) voluntarily
incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) (excluding the incurrence of any Expenses) in
excess of $10,000 individually or $100,000 in the aggregate, other than pursuant to the terms of a Contract in existence as of the date
of this Agreement or entered into in the ordinary course of business or in accordance with the terms of this Section 7.3
during the Interim Period;
(xvii) sell,
lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose
of any material portion of its properties, assets or rights;
(xviii) enter
into any agreement, understanding or arrangement with respect to the voting of its equity securities;
(xix) take
any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority
to be obtained in connection with this Agreement; or
(xx) authorize
or agree to do any of the foregoing actions.
7.4 Annual
and Interim Financial Statements. During the Interim Period, within sixty (60) calendar days following the end of each three-month
quarterly period and each fiscal year, the Company shall deliver to Purchaser an unaudited consolidated income statement and an unaudited
consolidated balance sheet of the Target Companies for the period from January 1, 2024 through the end of such quarterly period
or fiscal year and the applicable comparative period in the preceding fiscal year, in each case accompanied by a certificate of the chief
financial officer of the Company to the effect that all such financial statements fairly present the consolidated financial position
and results of operations of the Target Companies as of the date or for the periods indicated, in accordance with IFRS or GAAP, subject
to year-end audit adjustments and excluding footnotes. In the event the Target Companies generate any unaudited consolidated income statement
and unaudited consolidated balance sheet of the Target Companies between any three-month quarterly period, the Company shall deliver
to Purchaser such unaudited consolidated income statement and unaudited consolidated balance sheet of the Target Companies for such intra-quarter
period in accordance with the preceding sentence of this Section 7.4. From the date hereof through the Closing Date, the
Company will also promptly deliver to Purchaser copies of any audited consolidated financial statements of the Target Companies that
the Target Companies’ certified public accountants may issue.
7.5 Purchaser
Public Filings. During the Interim Period, Purchaser will (i) keep current and timely file all of its public filings with the
SEC and otherwise comply in all material respects with applicable securities Laws and shall use its best efforts prior to the Closing
to maintain the listing of the Purchaser Public Units, the Purchaser Ordinary Shares, the Purchaser Rights and the Purchaser Public Warrants
on Nasdaq; provided, that the Parties acknowledge and agree that from and after the Closing, the Parties intend to list on Nasdaq only
the Pubco Class A Ordinary Shares and the Pubco Warrants, and (ii) cooperate with the Company to cause the Pubco Class A
Ordinary Shares and the Pubco Warrants to be issued in connection with the Mergers to be approved for listing as of the Closing Date
on Nasdaq and to do such things as are necessary, proper or advisable which may be requested by Nasdaq in connection with a listing pursued
pursuant to this Section 7.5.
7.6 No
Solicitation.
(a) For
purposes of this Agreement, (i) an “Acquisition Proposal” means any inquiry, proposal or offer, or any
indication of interest in potentially making an offer or proposal, from any Person or group at any time relating to an Alternative Transaction,
and (ii) an “Alternative Transaction” means (A) with respect to the Company, Pubco, First Merger
Sub and Second Merger Sub and their respective Affiliates, a transaction (other than the transactions contemplated by this Agreement)
for the sale of (x) all or any material part of the consolidated assets of the Target Companies (other than in the ordinary course
of business consistent with past practice) or (y) any of the shares or other equity interests or profits of the Target Companies,
in any case, whether such transaction takes the form of a sale of shares or other equity interests in the Company or other Target Companies,
assets, merger, consolidation, issuance of debt securities, management Contract, joint venture or partnership, initial public offering
or otherwise and (B) with respect to Purchaser and its Affiliates, a transaction (other than the transactions contemplated by this
Agreement) concerning a Business Combination for Purchaser.
(b) During
the Interim Period, in order to induce the other Parties to continue to commit to expend management time and financial resources in furtherance
of the transactions contemplated hereby, each Party shall not, and shall cause its Representatives not to, without the prior written
consent of the Company and Purchaser, directly or indirectly, (i) solicit, initiate or knowingly facilitate or assist the making,
submission or announcement of, or intentionally encourage, any Acquisition Proposal, (ii) furnish any non-public information regarding
such Party or its Affiliates or its or their respective businesses, operations, assets, Liabilities, financial condition, prospects or
employees to any Person or group (other than a Party to this Agreement or their respective Representatives) in connection with or in
response to an Acquisition Proposal, (iii) engage or participate in discussions or negotiations with any Person or group with respect
to, or that would reasonably be expected to lead to, an Acquisition Proposal, (iv) approve, endorse or recommend, or publicly proposed
to approve, endorse or recommend, any Acquisition Proposal, (v) negotiate or enter into any letter of intent, agreement in principle,
acquisition agreement or other similar agreement with respect to any Acquisition Proposal,
other than confidentiality or similar agreements, or (vi) release any third Person from, or waive any provision of, any confidentiality
agreement to which such Party is a party.
(c) Each
Party shall notify the others as promptly as practicable (and in any event within two (2) Business Days) orally and in writing of
the receipt by such Party or any of its Representatives (or with respect to the Company, any Company Shareholder) of (i) any boda
fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations regarding or constituting any
Acquisition Proposal or which could reasonably be expected to result in an Acquisition Proposal, and (ii) any request or non-public
information relating to such Party or its Affiliates (or with respect to any Company Shareholder, any Target Company), specifying, in
each case, the material terms and conditions thereof (including a copy thereof if in writing or a written summary thereof if oral) and
the identity of the party making such inquiry, proposal, offer or request for information. Each Party shall keep the others promptly
informed of the status of any such inquiries, proposals, offers or requests for information. During the Interim Period, each Party shall,
and shall cause its Representatives to, immediately cease and cause to be terminated any solicitations, discussions or negotiations with
any Person with respect to any Acquisition Proposal.
7.7 No
Trading. The Company, Pubco, First Merger Sub and Second Merger Sub each acknowledges and agrees that it is aware, and that each
other Target Company has been made aware (and each of their respective Representatives is aware or, upon receipt of any material nonpublic
information of Purchaser, will be advised) of the restrictions imposed by U.S. federal securities Laws and the rules and regulations
of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”) and other applicable
foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company, Pubco,
First Merger Sub and Second Merger Sub each hereby agree that, while it is in possession of any material nonpublic information of Purchaser,
it shall not purchase or sell any securities of Purchaser, communicate such information to any third party, take any other action with
respect to any securities of Purchaser, in each case in violation of the Federal Securities Laws and the rules and regulations of
the SEC and Nasdaq promulgated thereunder or otherwise and other applicable foreign and domestic Laws on a Person possessing material
nonpublic information about a publicly traded company, or cause or encourage any third party to do any of the foregoing.
7.8 Notification
of Certain Matters. During the Interim Period, each Party shall give prompt notice to the other Parties if such Party or its Affiliates:
(a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder in any
material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority)
alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this
Agreement or (ii) any material non-compliance with any Law by such Party or its Affiliates; (c) receives any notice or other
communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers
any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event the occurrence or non-occurrence of
which, would reasonably be expected to cause or result in any of the conditions set forth in ARTICLE IX not being satisfied
or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing,
of any material Action with respect to the consummation of the transactions contemplated by this Agreement against such Party or any
of its Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner,
member or manager, in his, her or its capacity as such, of such Party or its Affiliates. No such notice shall constitute an acknowledgement
or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in
determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.
7.9 Efforts.
(a) Subject
to the terms and conditions of this Agreement, each Party shall use its commercially reasonable efforts, and shall cooperate fully with
the other Parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper
or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement (including the receipt
of all applicable Consents of Governmental Authorities) and to comply as promptly as practicable with all requirements of Governmental
Authorities applicable to the transactions contemplated by this Agreement.
(b) In
furtherance and not in limitation of Section 7.9(a), to the extent required under any Laws that are designed to prohibit,
restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”),
each Party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, with Purchaser and the Company
bearing the costs and expenses thereof in equal portions, with respect to the transactions contemplated hereby as promptly as practicable,
to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested
pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination
of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting
period provided for under the Antitrust Laws. Each Party shall, in connection with its efforts to obtain all requisite approvals and
authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to:
(i) cooperate in all respects with each other Party or its Affiliates in connection with any filing or submission and in connection
with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other Parties reasonably
informed of any communication received by such Party or its Representatives from, or given by such Party or its Representatives to, any
Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case
regarding any of the transactions contemplated by this Agreement; (iii) permit a Representative of the other Parties and their respective
outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with,
any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted
by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend
and participate in such meetings and conferences; (iv) in the event a Party’s Representative is prohibited from participating
in or attending any meetings or conferences, the other Parties shall keep such Party promptly and reasonably apprised with respect thereto;
and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or
other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive
argument, and/or responding to requests or objections made by any Governmental Authority.
(c) As
soon as reasonably practicable following the date of this Agreement, the Parties shall reasonably cooperate with each other and use (and
shall cause their respective Affiliates to use) their respective commercially reasonable efforts to prepare and file with Governmental
Authorities requests for approval of the transactions contemplated by this Agreement and shall use all commercially reasonable efforts
to have such Governmental Authorities approve the transactions contemplated by this Agreement. Each Party shall give prompt written notice
to the other Parties if such Party or any of its Representatives (or with respect to the Company, any Seller) receives any notice from
such Governmental Authorities in connection with the transactions contemplated by this Agreement, and shall promptly furnish the other
Parties with a copy of such Governmental Authority notice. If any Governmental Authority requires that a hearing or meeting be held in
connection with its approval of the transactions contemplated hereby, whether prior to the Closing or after the Closing, each Party shall
arrange for Representatives of such Party to be present for such hearing or meeting. No party to this Agreement shall agree to
participate in any meeting, video or telephone conference, or other communications with any Governmental Authority in respect of any
filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental
Authority, gives the other parties the opportunity to attend and participate at such meeting, conference or other communications unless
it consults with the other Parties in advance, and, to the extent permitted by such Governmental Authority, gives the other Parties the
opportunity to attend and participate at such meeting, conference or other communications. If any objections are asserted with respect
to the transactions contemplated by this Agreement under any applicable Law or if any Action is instituted (or threatened to be instituted)
by any applicable Governmental Authority or any private Person challenging any of the transactions contemplated by this Agreement or
any Ancillary Document as violative of any applicable Law or which would otherwise prevent, materially impede or materially delay the
consummation of the transactions contemplated hereby or thereby, the Parties shall use their commercially reasonable efforts to resolve
any such objections or Actions so as to timely permit consummation of the transactions contemplated by this Agreement and the Ancillary
Documents, including in order to resolve such objections or Actions which, in any case if not resolved, could reasonably be expected
to prevent, materially impede or materially delay the consummation of the transactions contemplated hereby or thereby. In the event any
Action is instituted (or threatened to be instituted) by a Governmental Authority or private Person challenging the transactions contemplated
by this Agreement, or any Ancillary Document, the Parties shall, and shall cause their respective Representatives to, reasonably cooperate
with each other and use their respective commercially reasonable efforts to contest and resist any such Action and to have vacated, lifted,
reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts
consummation of the transactions contemplated by this Agreement or the Ancillary Documents.
(d) With
respect to Pubco, during the Interim Period, the Company, Pubco, First Merger Sub and Second Merger Sub shall use commercially reasonable
efforts to cause Pubco to maintain its status as a “foreign private issuer” as such term is defined under Exchange Act Rule 3b-4
and through the Closing.
7.10 Further
Assurances. The Parties hereto shall further cooperate with each other and use their respective commercially reasonable efforts
to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part under this
Agreement and applicable Laws to consummate the transactions contemplated by this Agreement as soon as reasonably practicable, including
preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings.
7.11 The
Registration Statement.
(a) As
promptly as practicable after the date hereof, Purchaser and Pubco shall prepare with the reasonable assistance of the Company, and file
with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement
contained therein, the “Registration Statement”) in connection with the registration under the Securities Act
of the Pubco Securities to be issued under this Agreement to the shareholders, rightholders and warrantholders of the Company and Purchaser,
which Registration Statement will also contain a proxy statement of Purchaser (as amended, and supplemented from time to time, the “Proxy
Statement”) for the purpose of soliciting proxies from Purchaser’s shareholders for the matters to be acted upon
at the Purchaser Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with the Purchaser Charter and
the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with
the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose
of soliciting proxies from Purchaser’s shareholders to vote, at a general meeting (whether annual or extraordinary) of Purchaser
to be called and held for such purpose (the “Purchaser Shareholder Meeting”), in favor of resolutions approving
(A) the adoption and approval of this Agreement, (B) the Second Merger and the approval and adoption of the Second Merger Plan
of Merger and the Transactions (including, to the extent required, the issuance of the Company Share Consideration), by the holders of
Purchaser Ordinary Shares in accordance with the Purchaser Charter, the Cayman Companies Act and the rules and regulations of the
SEC and Nasdaq, (C) the adoption and approval of a new equity incentive plan of Pubco (the “Equity Incentive Plan”),
which will be in form and substance reasonably acceptable to the Company and Purchaser and which will provide that the total pool of
awards under such Equity Incentive Plan will be a number of Pubco Class A Ordinary Shares equal to ten percent (10%) of the aggregate
number of Pubco Class A Ordinary Shares issued and outstanding immediately after the Closing and shall include a customary evergreen
provision, (D) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 7.14
hereof, (E) to the extent required by the Federal Securities Laws, the Cayman Companies Act or otherwise under the Laws of the
Cayman Islands, the adoption of the Amended Pubco Charter, and (F) such other matters as the Company and Purchaser shall hereafter
mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) through
(F), collectively, the “Purchaser Shareholder Approval Matters”), and (G) the adjournment of the Purchaser
Shareholder Meeting, if and as mutually agreed by the Company and Purchaser.
(b) Pubco,
Purchaser and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement and Registration Statement
when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly
as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement,
(iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable, (iv) to
keep the Registration Statement effective as long as is necessary to consummate the Mergers, and (v) to satisfy the requirements
of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Shareholder
Meeting and the Redemption. No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made
by Purchaser or Pubco without the approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed). Each
of Purchaser and the Company shall promptly furnish all information concerning it as may reasonably be requested by the other party in
connection with such actions and the preparation of the Registration Statement and the Proxy Statement, provided, however, that neither
Purchaser nor the Company shall use any such information for any purposes other than those contemplated by this Agreement. All documents
that Purchaser, Pubco and the Company are responsible for filing with the SEC in connection with the transactions contemplated by this
Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the
Exchange Act.
(c) Each
of Purchaser and the Company represents to the other party that the information supplied by it for inclusion in the Registration Statement
and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required
to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made,
not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any
amendment thereof or supplement thereto) is first mailed to the shareholders of Purchaser, (iii) the time of the Purchaser Shareholder
Meeting, and (iv) the Second Merger Effective Time. If, at any time prior to the Second Merger Effective Time, any event or circumstance
relating to Purchaser (with respect to Purchaser), or relating to the Company, Pubco, First Merger Sub or Second Merger Sub (with respect
to the Company), or their respective officers or directors, should be discovered by Purchaser or the Company (as applicable) which should
be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Purchaser or the Company (as applicable)
shall promptly inform the other. Each Party shall promptly correct any information provided by it for use in the Registration Statement
(and other related materials) if and to the extent that such information is determined to have become false or misleading in any material
respect or as otherwise required by applicable Laws. Purchaser and Pubco shall amend or supplement the Registration Statement and, subject
to Section 7.11(b), Purchaser and Pubco shall file with the SEC and disseminate to Purchaser’s shareholders the Registration
Statement, as so amended or supplemented, in each case as and to the extent required by applicable Laws and subject to the terms and
conditions of this Agreement and the Purchaser Charter.
(d) Purchaser,
Pubco and the Company each will advise the other, promptly after they receive notice thereof, of any request by the SEC for amendment
of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional
information, and shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any
response to comments of the SEC with respect to the Proxy Statement. Purchaser and Pubco shall provide the Company with copies of any
written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco or their respective Representatives
receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Shareholder Meeting and the Redemption promptly
after the receipt of such comments.
(e) As
soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser
and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser shall call the Purchaser Shareholder
Meeting in accordance with the Purchaser Charter and the Cayman Companies Act as promptly as practicable thereafter and for a date no
later than thirty (30) days following the effectiveness of the Registration Statement. Purchaser, acting through its board of directors
(or a committee thereof), shall (i) make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement
and (ii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of the approval of the
Purchaser Shareholder Approval Matters, and (iii) take all other action necessary or advisable to secure the approval of the Purchaser
Shareholder Approval Matters. If on the date for which the Purchaser Shareholder Meeting is scheduled, Purchaser has not received proxies
and votes representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present,
Purchaser may make one or more successive postponements or adjournments of the Purchaser Shareholder Meeting for up to 30 days in the
aggregate upon the good faith determination by the board of directors of Purchaser that such postponement or adjournment is necessary
to solicit additional proxies and votes to obtain approval of the Purchaser Shareholder Approval Matters or otherwise take actions consistent
with Purchaser’s obligations pursuant to Section 7.9, or for such additional periods of time that may be mutually agreed
upon between Purchaser and the Company. Purchaser shall use its best efforts to obtain the approval of the Purchaser Shareholder
Approval Matters, including by soliciting from its shareholders proxies as promptly as possible in favor of the Purchaser Shareholder
Approval Matters, and shall take all other action necessary or advisable to secure the required vote or consent of its shareholders.
7.12 Public
Announcements.
(a) The
Parties agree that, during the Interim Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents
or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written
consent (not be unreasonably withheld, conditioned or delayed) of Purchaser, Pubco and the Company, unless otherwise prohibited by applicable
Law or the rules or regulations of Nasdaq, in which case the applicable Party shall use reasonable best efforts to allow the other
Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of
such issuance.
(b) As
promptly as practicable after the execution of this Agreement (but in any event no later than 5:30 p.m. (Eastern Time) on the day
immediately after the date of this Agreement), the Parties shall mutually agree upon and issue a press release announcing the execution
of this Agreement (the “Signing Press Release”) and Purchaser shall file a current report on Form 8-K
(the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal
Securities Laws, which the Company shall have approved prior to filing. The Parties shall mutually agree upon and, as promptly as practicable
after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation
of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance
of the Closing Press Release, Pubco shall file a current report on Form 8-K (the “Closing Filing”) with
the Closing Press Release and a description of the Closing as required by Federal Securities Laws which Purchaser shall review, comment
upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the
preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement,
filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the
transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning
themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable
in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on
behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby. Furthermore,
nothing contained in this Section 7.12 shall prevent Purchaser or the Company or their respective Affiliates from furnishing
customary or other reasonable information concerning the Transactions to their investors and prospective investors that is substantively
consistent with public statements previously consented to by the other party in accordance with this Section 7.12.
7.13 Confidential
Information.
(a) The
Company, Pubco, First Merger Sub and Second Merger Sub agree that during the Interim Period and, in the event this Agreement is terminated
in accordance with ARTICLE X, for a period of two (2) years after such termination, they shall, and shall cause their
respective Representatives to: (i) treat and hold in strict confidence any Purchaser Confidential Information that is provided to
such Person or its Representatives, and will not use for any purpose (except in connection with the consummation of the transactions
contemplated by this Agreement or the Ancillary Documents, performing their obligations hereunder or thereunder or enforcing their rights
hereunder or thereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third
party any of the Purchaser Confidential Information without Purchaser’s prior written consent; and (ii) in the event that
the Company, Pubco, First Merger Sub, Second Merger Sub or any of their respective Representatives, during the Interim Period or, in
the event that this Agreement is terminated in accordance with ARTICLE X, for a period of two (2) years after such termination,
becomes legally compelled to disclose any Purchaser Confidential Information, (A) provide Purchaser to the extent legally permitted
with prompt written notice of such requirement so that Purchaser or a Representative thereof may seek, at Purchaser’s sole expense,
a protective Order or other remedy or waive compliance with this Section 7.13(a), and (B) in the event that such protective
Order or other remedy is not obtained, or Purchaser waives compliance with this Section 7.13(a), furnish only that portion
of such Purchaser Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its
commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Purchaser Confidential Information.
In the event that this Agreement is terminated and the transactions contemplated hereby are not consummated, the Company, Pubco, First
Merger Sub and Second Merger Sub shall, and shall cause their respective Representatives to, promptly deliver to Purchaser or destroy
(at Purchaser’s election) any and all copies (in whatever form or medium) of Purchaser Confidential Information and destroy all
notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon. Notwithstanding the foregoing,
Pubco and its Representatives shall be permitted to disclose any and all Purchaser Confidential Information to the extent required by
the Federal Securities Laws.
(b) Purchaser
hereby agrees that during the Interim Period and, in the event that this Agreement is terminated in accordance with ARTICLE X,
for a period of two (2) years after such termination, it shall, and shall cause its Representatives to: (i) treat and hold
in strict confidence any Company Confidential Information that is provided to such Person or its Representatives, and will not use for
any purpose (except in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents,
performing its obligations hereunder or thereunder or enforcing its rights hereunder or thereunder), nor directly or indirectly disclose,
distribute, publish, disseminate or otherwise make available to any third party any of the Company Confidential Information without the
Company’s prior written consent; and (ii) in the event that Purchaser or any of its Representatives, during the Interim Period
or, in the event that this Agreement is terminated in accordance with ARTICLE X, for a period of two (2) years after
such termination, becomes legally compelled to disclose any Company Confidential Information, (A) provide the Company to the extent
legally permitted with prompt written notice of such requirement so that the Company may seek, at the Company’s sole expense, a
protective Order or other remedy or waive compliance with this Section 7.13(b) and (B) in the event that such protective
Order or other remedy is not obtained, or the Company waives compliance with this Section 7.13(b), furnish only that portion
of such Company Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially
reasonable efforts to obtain assurances that confidential treatment will be accorded such Company Confidential Information. In the event
that this Agreement is terminated and the transactions contemplated hereby are not consummated, Purchaser shall, and shall cause its
Representatives to, promptly deliver to the Company or destroy (at Purchaser’s election) any and all copies (in whatever form or
medium) of Company Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings related
thereto or based thereon. Notwithstanding the foregoing, Purchaser and its Representatives shall be permitted to disclose any and all
Company Confidential Information to the extent required by the Federal Securities Laws.
(c) The
Company and Purchaser agree that the Confidentiality Agreement entered into by the Company and Purchaser as of January 10, 2024
shall be terminated on the date of this Agreement and be superseded by this Section 7.13 and the terms of this Agreement.
7.14 Post-Closing
Board of Directors and Executive Officers.
(a) The
Parties shall take all necessary action, including causing the directors of the Pubco to resign, so that effective immediately after
the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of seven (7) individuals
designated by the Company prior to the Closing and shall include such number of independent directors to the effect that the Post-Closing
Pubco Board composition will be compliant with Nasdaq and SEC rules. At or prior to the Closing, Pubco will provide each director on
the Post-Closing Pubco Board with a customary director indemnification agreement, in form and substance reasonably acceptable to such
director.
(b) The
Parties shall take all action necessary, including causing the executive officers of Pubco to resign, so that the individuals serving
as the chief executive officer and chief financial officer, respectively, of Pubco immediately after the Closing will be the same individuals
(in the same office) as that of the Company immediately prior to the Closing (unless, at its sole discretion, the Company desires to
appoint another qualified person to either such role, in which case, such other person identified by the Company shall serve in such
role).
7.15 Indemnification
of Directors and Officers; Tail Insurance.
(a) The
Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former
directors and officers of each Target Company, Pubco, First Merger Sub, Second Merger Sub and Purchaser (the “D&O Indemnified
Persons”) as provided in their respective Organizational Documents or under any indemnification, employment or other similar
agreements between any D&O Indemnified Person and the applicable Party or Target Company, in each case as in effect on the date of
this Agreement, shall survive the Closing and continue in full force and effect in accordance with their respective terms to the extent
permitted by applicable Law. For a period of six (6) years after the Second Merger Effective Time, Pubco shall cause the Organizational
Documents of each Target Company, Pubco, and Purchaser to contain provisions no less favorable with respect to exculpation and indemnification
of and advancement of expenses to D&O Indemnified Persons than are set forth as of the date of this Agreement in the Organizational
Documents of the applicable Party to the extent permitted by applicable Law. The provisions of this Section 7.15 shall survive
the Closing and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their
respective heirs and representatives.
(b) For
the benefit of Purchaser’s directors and officers, Purchaser shall be permitted prior to the Second Merger Effective Time to obtain
and fully pay the premium for a “tail” insurance policy that provides coverage for up to a six-year period from and after
the Second Merger Effective Time for events occurring prior to the Second Merger Effective Time (the “D&O Tail Insurance”)
that is substantially equivalent to and in any event not less favorable in the aggregate than Purchaser’s existing policy or, if
substantially equivalent insurance coverage is unavailable, the best available coverage, except that in no event shall Pubco be required
to pay an annual premium for such insurance in excess of 200% of the aggregate annual premium currently payable by Purchaser for such
insurance policies. If obtained, Pubco and Purchaser shall, for a period of six (6) years after the Second Merger Effective Time,
maintain the D&O Tail Insurance in full force and effect, and continue to honor the obligations thereunder, and Pubco and Purchaser
shall timely pay or cause to be paid all premiums with respect to the D&O Tail Insurance.
7.16 Trust
Account Proceeds. Upon satisfaction or waiver of the conditions set forth in ARTICLE IX and provision of notice thereof
to the Trustee (which notice Purchaser shall provide to the Trustee in accordance with the terms of the Trust Agreement), in accordance
with and pursuant to the Trust Agreement, at the Closing, Purchaser (a) shall cause any documents, and notices required to be delivered
to the Trustee pursuant to the Trust Agreement to be so delivered and (b) shall cause the Trustee to, and the Trustee shall thereupon
be obligated to pay as and when due all amounts payable to former shareholders of Purchaser pursuant to the Redemptions. The Parties
agree that after the Closing, the funds in the Trust Account, after taking into account any proceeds received by Pubco or Purchaser from
any PIPE Investments and payments for the Redemption, shall be used to pay (i) the aggregate unpaid Expenses of Purchaser, provided
that the amount of such aggregate unpaid Expenses of Purchaser shall not exceed $10,000,000 (the amount of any such excess shall be paid
by Sponsor pursuant to Section 10.3(b)), and (ii) the Company’s unpaid Expenses that are directly related to the
Transaction. Any remaining cash will be transferred to a Target Company or Pubco and used for working capital and general corporate purposes.
7.17 PIPE
Investment. Notwithstanding anything to the contrary contained herein, during the Interim Period, Purchaser, with the prior written
consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned), may, but shall not be required to,
enter into and consummate subscription agreements with investors relating to a private equity investment in Purchaser or Pubco, to purchase
shares of Purchaser or Pubco in connection with a private placement and/or enter into backstop or other alternative financing arrangements
with potential investors (a “PIPE Investment”). If either Purchaser or the Company elects to seek a PIPE Investment,
the other Party shall, and shall cause its Representatives to, use their respective commercially reasonable efforts to cooperate with
each other and their respective Representatives in connection with such PIPE Investment and to cause such PIPE Investment to occur (including
having their senior management participate in any investor meetings and roadshows as reasonably requested).
7.18 Tax
Matters. The Parties hereby agree and acknowledge that for U.S. federal income Tax purposes, the Mergers are intended to qualify
as an exchange described in Section 351 of the Code (the “Intended Tax Treatment”). Each of the Parties
acknowledge and agree that each is responsible for paying its own Taxes, including any adverse Tax consequences that may result if the
Transactions do not qualify under Section 351 of the Code.
7.19 Employees’
Compensation Insurance. The Company shall cause Youlife Technology to take out an employees’ compensation insurance policy
in compliance with the Employees’ Compensation Ordinance (Cap. 282 of the Laws of Hong Kong) (the “ECO”)
to cover its liabilities under the ECO and at common law for injuries at work in respect of all of its employees, as soon as reasonably
practicable and in any event by no later than thirty (30) days after the date hereof.
ARTICLE VIII
NO SURVIVAL
8.1 No
Survival. All representations and warranties of the Parties contained in this Agreement (including all schedules and exhibits hereto
and all certificates, documents, instruments and undertakings furnished pursuant to this Agreement) shall terminate as of the Closing
Date, and no Party nor any of its Affiliates or any Representatives shall thereafter have any direct or indirect or other Liability with
respect to any Action for breach of any representation or warranty made or given by or on behalf of such Party. All covenants, obligations
and agreements of the Parties contained in this Agreement (including all schedules and exhibits hereto and all certificates, documents,
instruments and undertakings furnished pursuant to this Agreement) shall continue until fully performed in accordance with their terms.
ARTICLE IX
CLOSING CONDITIONS
9.1 Conditions
to Each Party’s Obligations. The obligations of each Party to consummate the Transactions described herein shall be subject
to the satisfaction or written waiver (where permissible) by the Company and Purchaser of the following conditions:
(a) Required
Shareholder Approval. The Purchaser Shareholder Approval Matters that are submitted to the vote of the shareholders of Purchaser
at the Purchaser Shareholder Meeting in accordance with the Proxy Statement shall have been approved by the requisite vote of the shareholders
of Purchaser at the Purchaser Shareholder Meeting in accordance with the Purchaser Charter, the Cayman Companies Act and otherwise under
the Laws of the Cayman Islands, other applicable Law and the Proxy Statement (the “Required Shareholder Approval”).
(b) Requisite
Regulatory Approvals. All Consents set forth on Schedule 9.1(b) shall have been obtained or made.
(c) No
Law or Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Order that is then
in effect and which has the effect of making the transactions or agreements contemplated by this Agreement illegal or which otherwise
prevents or prohibits consummation of the transactions contemplated by this Agreement.
(d) Net
Tangible Assets. Upon the Closing, after giving effect to the Redemption and any PIPE Investment that has been funded prior to or
at the Closing, Purchaser shall have net tangible assets of at least $5,000,001.
(e) Amended
Pubco Charter. At or prior to the Closing, the shareholder(s) of Pubco shall have adopted the Amended Pubco Charter which shall
be in a form prepared by the Company and reasonably acceptable to Purchaser.
(f) Registration
Statement. The Registration Statement shall have been declared effective by the SEC and shall remain effective as of the Closing.
(g) Appointment
to the Board. The members of the Post-Closing Pubco Board shall have been elected or appointed as of the Closing with effect from
the Closing consistent with the requirements of Section 7.14.
(h) Nasdaq
Listing Requirements. The Pubco Class A Ordinary Shares and Pubco Warrants contemplated to be listed pursuant to this Agreement
shall have been approved for listing on Nasdaq and shall be eligible for listing on Nasdaq immediately following the Closing, subject
only to official notice of issuance thereof and any applicable requirement to have a sufficient number of round lot holders.
9.2 Conditions
to Obligations of the Company, Pubco, First Merger Sub and Second Merger Sub In addition to the conditions specified in Section 9.1,
the obligations of the Company, Pubco, First Merger Sub and Second Merger Sub to consummate the Transactions are subject to the satisfaction
or written waiver (by the Company) of the following conditions:
(a) Representations
and Warranties. All of the representations and warranties of Purchaser set forth in this Agreement and in any certificate delivered
by or on behalf of Purchaser pursuant hereto, other than the representations and warranties set forth in Section 4.5, shall
be true and correct on and as of the date of this Agreement and on and as of the Closing Date as if made on the Closing Date, except
for (i) those representations and warranties that address matters only as of a particular date (which representations and warranties
shall have been accurate as of such date), (ii) any failures to be true and correct that (without giving effect to any qualifications
or limitations as to materiality or Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably
be expected to have a Material Adverse Effect on, or with respect to, Purchaser, and (iii) the representations and warranties of
Purchaser set forth in Section 4.5 shall be true and correct except for de minimis inaccuracies on and as of the date
of this Agreement and on and as of the Closing Date as if made on the Closing Date.
(b) Agreements
and Covenants. Purchaser shall have performed in all material respects all of its obligations and complied in all material respects
with all of its agreements and covenants under this Agreement to be performed or complied with by it on or prior to the Closing Date.
(c) No
Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to Purchaser since the date of this Agreement
which is continuing and uncured.
(d) Minimum
Cash Condition. Upon the Closing, the Purchaser shall have cash and cash equivalents, including funds remaining in the Trust
Account (after giving effect to the completion and payment of the Redemption) and the proceeds from any PIPE Investment (but excluding
proceeds from any PIPE Investment sourced and closed by the Company), at least equal to the aggregate Expenses of Purchaser.
(e) Closing
Deliveries.
(i) Director
Certificate. Purchaser shall have delivered to the Company and Pubco a certificate, dated the Closing Date, signed by a director
of Purchaser in such capacity, certifying as to the satisfaction of the conditions specified in Sections 9.2(a), 9.2(b) and
9.2(c) with respect to Purchaser.
(ii) Secretary
Certificate. Purchaser shall have delivered to the Company and Pubco a certificate from its secretary or other executive officer
certifying as to, and attaching, (A) copies of the Purchaser Charter as in effect as of the Closing Date, (B) the resolutions
of Purchaser’s board of directors authorizing and approving the execution, delivery and performance of this Agreement and each
of the Ancillary Documents to which it is a party or by which it is bound, and the consummation of the transactions contemplated hereby
and thereby, (C) evidence that the Required Shareholder Approval has been obtained and (D) the incumbency of officers authorized
to execute this Agreement or any Ancillary Document to which Purchaser is or is required to be a party or otherwise bound.
(iii) Good
Standing. Purchaser shall have delivered to the Company and Pubco a good standing certificate (or similar documents applicable for
such jurisdictions) for Purchaser certified as of a date no earlier than thirty (30) days prior to the Closing Date from the proper Governmental
Authority of Purchaser’s jurisdiction of incorporation and from each other jurisdiction in which Purchaser is qualified to do business
as a foreign entity as of the Closing, in each case to the extent that good standing certificates or similar documents are generally
available in such jurisdictions.
(iv) Founder
Registration Rights Agreement Amendment. The Company and Pubco shall have received a copy of an Amendment to the Founder Registration
Rights Agreement to, among other matters, have Pubco assume the registration obligations of Purchaser under the Founder Registration
Rights Agreement and have such rights apply to the Pubco Securities, in the form to be mutually agreed by Purchaser and the Company (the
“Founder Registration Rights Agreement Amendment”), duly executed by Purchaser and the holders of a majority
of the “Registrable Securities” thereunder.
(v) Founder
Lock-up Agreement. Each of the Founder Lock-up Agreement shall be in full force and effect in accordance with the terms thereof as
of the Closing.
(vi) Seller
Registration Rights Agreement. Sellers shall have received from Pubco a registration rights agreement covering the Pubco Class A
Ordinary Shares received by the Sellers, in the form to be mutually agreed by Purchaser and the Company (the “Seller Registration
Rights Agreement”), duly executed by Pubco.
(f) Maximum
Purchaser Expenses. The aggregate unpaid Expenses of Purchaser shall not exceed $10,000,000, or alternatively, Sponsor shall have
paid in full all unpaid Expenses of Purchaser in excess of $10,000,000.
9.3 Conditions
to Obligations of Purchaser. In addition to the conditions specified in Section 9.1, the obligations of Purchaser to
consummate the Transactions are subject to the satisfaction or written waiver (by Purchaser) of the following conditions:
(a) Representations
and Warranties. All of the representations and warranties of the Company, Pubco, First Merger Sub and Second Merger Sub set forth
in this Agreement and in any certificate delivered by or on behalf of the Company, Pubco, First Merger Sub or Second Merger Sub pursuant
hereto shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date as if made on the Closing
Date, except for (i) those representations and warranties that address matters only as of a particular date (which representations
and warranties shall have been accurate as of such date), and (ii) any failures to be true and correct that (without giving effect
to any qualifications or limitations as to materiality or Material Adverse Effect), individually or in the aggregate, have not had and
would not reasonably be expected to have a Material Adverse Effect on the Target Companies, taken as a whole.
(b) Agreements
and Covenants. The Company, Pubco, First Merger Sub and Second Merger Sub shall have performed in all material respects all of their
respective obligations and complied in all material respects with all of their respective agreements and covenants under this Agreement
to be performed or complied with by them on or prior to the Closing Date.
(c) No
Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to the Target Companies, taken as a whole, since
the date of this Agreement which is continuing and uncured.
(d) Certain
Ancillary Documents. The Non-Competition Agreement and each Seller Lock-Up Agreement shall be in full force and effect in accordance
with the terms thereof from the Closing.
(e) Closing
Deliveries.
(i) Officer
Certificate. Purchaser shall have received a certificate from the Company, dated as the Closing Date, signed by an executive officer
of the Company in such capacity, certifying as to the satisfaction of the conditions specified in Sections 9.3(a), 9.3(b) and
9.3(c). Pubco shall have delivered to Purchaser a certificate, dated the Closing Date, signed by an executive officer of Pubco
in such capacity, certifying as to the satisfaction of the conditions specified in Sections 9.3(a), 9.3(b) and 9.3(c) with
respect to Pubco, First Merger Sub and Second Merger Sub, as applicable.
(ii) Secretary
Certificates. The Company and Pubco shall each have delivered to Purchaser a certificate from its secretary or other executive officer
certifying as to the validity and effectiveness of, and attaching, (A) copies of its Organizational Documents as in effect as of
the Closing Date (immediately prior to the First Merger Effective Time), (B) the resolutions of its board of directors and shareholders
authorizing and approving the execution, delivery and performance of this Agreement and each Ancillary Document to which it is a party
or bound, and the consummation of the Transactions, and (C) the incumbency of its officers authorized to execute this Agreement
or any Ancillary Document to which it is or is required to be a party or otherwise bound.
(iii) Good
Standing. The Company shall have delivered to Purchaser good standing certificates (or similar documents applicable for such jurisdictions)
for each Target Company certified as of a date no earlier than thirty (30) days prior to the Closing Date from the proper Governmental
Authority of the Target Company’s jurisdiction of organization and from each other jurisdiction in which the Target Company is
qualified to do business as a foreign corporation or other entity as of the Closing, in each case to the extent that good standing certificates
or similar documents are generally available in such jurisdictions. Pubco shall have delivered to Purchaser good standing certificates
(or similar documents applicable for such jurisdictions) for each of Pubco, First Merger Sub and Second Merger Sub certified as of a
date no earlier than thirty (30) days prior to the Closing Date from the proper Governmental Authority of Pubco’s, First Merger
Sub’s and Second Merger Sub’s jurisdiction of organization and from each other jurisdiction in which Pubco or Merger Sub
is qualified to do business as a foreign corporation or other entity as of the Closing, in each case to the extent that good standing
certificates or similar documents are generally available in such jurisdictions.
(iv) Founder
Registration Rights Agreement Amendment. Purchaser shall have received a copy of the Founder Registration Rights Agreement Amendment,
duly executed by Pubco.
(f) Asset
Transfer. Purchaser shall have received evidence reasonably acceptable to Purchaser that all assets listed on Schedule 9.3(f) previously
held by affiliates or other Related Persons have been transferred to the Company.
(g) Termination
of Certain Contracts. Purchaser shall have received evidence reasonably acceptable to Purchaser that the Contracts set forth on Schedule
9.3(g) involving any of the Target Companies and/or the Seller or other Related Persons shall have been terminated with no further
obligation or Liability of the Target Companies thereunder.
(h) Non-Competition
Agreements. Purchaser shall have received Non-Competition Agreements from the Significant Company Holders, duly executed by each
such Significant Company Holder and the Company.
(i) Lock-Up
Agreements. Purchaser shall have received a Lock-Up Agreement for each Significant Company Holder, duly executed by such Significant
Company Holder.
(j) Employment
Agreements. Purchaser shall have received employment agreements, in each case effective as of the Closing, in form and substance
reasonably acceptable to the Company and Purchaser (“Employment Agreements”), between each of the persons set
forth in Schedule 9.3(j) hereto and the applicable Target Company or Pubco, each such Employment Agreement duly executed
by the parties thereto.
9.4 Frustration
of Conditions. Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any condition set
forth in this ARTICLE IX to be satisfied if such failure was caused by the failure of such Party or its Affiliates (or with
respect to the Company, any Target Company, Pubco, First Merger Sub or Second Merger Sub) to comply with or perform any of its covenants
or obligations set forth in this Agreement.
ARTICLE X
TERMINATION AND EXPENSES
10.1 Termination.
This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing as follows:
(a) by
mutual written consent of Purchaser and the Company;
(b) by
written notice by Purchaser or the Company if any of the conditions to the Closing set forth in ARTICLE IX have not been
satisfied or waived by December 31, 2024 (as may be extended pursuant to the next proviso, the “Outside Date”);
provided, that if Purchaser seeks and receives an Extension, either Purchaser or the Company shall have the right by providing
written notice thereof to the Company or Purchaser (as applicable) to extend the Outside Date by an additional period equal to the shorter
of (A) three additional months and (B) the period ending on the last day by which Purchaser must consummate its initial Business
Combination pursuant to such Extension; provided, however, that the right to terminate this Agreement under this Section 10.1(b) shall
not be available to a Party if the breach or violation by such Party or its Affiliates (or with respect to the Company, Pubco, First
Merger Sub or Second Merger Sub) of any representation, warranty, covenant or obligation under this Agreement was a material and proximate
cause of, or materially and proximately resulted in, the failure of the Closing to occur on or before the Outside Date.
(c) by
written notice by either Purchaser or the Company to the other Parties if a Governmental Authority of competent jurisdiction shall have
issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by
this Agreement, and such Order or other action has become final and non-appealable; provided, however, that the right to terminate this
Agreement pursuant to this Section 10.1(c) shall not be available to a Party if the failure by such Party or its Affiliates
(or with respect to the Company, any Seller, Pubco, First Merger Sub, or Second Merger Sub) to comply with any provision of this Agreement
has been a material cause of, or materially resulted in, such action by such Governmental Authority;
(d) by
written notice by the Company to Purchaser, if (i) there has been a material breach by Purchaser of any of its representations,
warranties, covenants or agreements contained in this Agreement, or if any representation or warranty of Purchaser shall have become
untrue or materially inaccurate, in any case, which would result in a failure of a condition set forth in Section 9.2(a) or
Section 9.2(b) to be satisfied (treating the Closing Date for such purposes as the date of this Agreement or, if later,
the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty
(20) days after written notice of such breach or inaccuracy is provided to Purchaser by the Company or (B) the Outside Date; provided,
that the Company shall not have the right to terminate this Agreement pursuant to this Section 10.1(d) if at such time
the Company, Pubco, First Merger Sub or Second Merger Sub is in material uncured breach of this Agreement;
(e) by
written notice by Purchaser to the Company, if (i) there has been a breach by the Company, Pubco, First Merger Sub or Second Merger
Sub of any of their respective representations, warranties, covenants or agreements contained in this Agreement, or if any representation
or warranty of such Parties shall have become untrue or inaccurate, in any case, which would result in a failure of a condition set forth
in Section 9.3(a) or Section 9.3(b) to be satisfied (treating the Closing Date for such purposes as
the date of this Agreement or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured
or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided to the
Company by Purchaser or (B) the Outside Date; provided, that Purchaser shall not have the right to terminate this Agreement pursuant
to this Section 10.1(e) if at such time Purchaser is in material uncured breach of this Agreement; or
(f) by
written notice by either Purchaser or the Company to the other if the Purchaser Shareholder Meeting is held (including any adjournment
or postponement thereof) and has concluded, Purchaser’s shareholders have duly voted, and the Required Shareholder Approval was
not obtained; provided that the right to terminate this Agreement under this Section 10.1(f) shall not be available
to a Party if the material breach or violation by such Party of any representation, warranty, covenant or obligation under this Agreement
was a direct cause of the failure to obtain the Required Shareholder Approval.
10.2 Effect
of Termination. This Agreement may only be terminated in the circumstances described in Section 10.1 and pursuant to
a written notice delivered by the applicable Party to the other applicable Parties, which sets forth the basis for such termination,
including the provision of Section 10.1 under which such termination is made. In the event of the valid termination of this
Agreement pursuant to Section 10.1, this Agreement shall forthwith become void, and there shall be no Liability on the part
of any Party or any of their respective Representatives, and all rights and obligations of each Party shall cease, except: (i) Section 7.13,
this Section 10.2, Section 10.3, Section 11.1, ARTICLE XII, and any definitions to the
foregoing under ARTICLE XIII shall survive the termination of this Agreement, and (ii) nothing herein shall relieve
any Party from Liability for any willful breach of any representation, warranty, covenant or obligation under this Agreement or any Fraud
Claim against such Party, in either case, prior to termination of this Agreement (in each case of clauses (i) and (ii) above,
subject to Section 11.1).
10.3 Fees
and Expenses.
(a) Subject
to Section 10.3(b) and except as otherwise provided in this Agreement, all Expenses incurred in connection with this
Agreement and the transactions contemplated hereby prior to or at the Closing shall be paid by (i) Pubco, provided that the Closing
has occurred in accordance with this Agreement, or (ii) by the Party incurring such Expenses, if this Agreement has been terminated
in accordance with Section 10.1. As used in this Agreement, “Expenses” shall include all reasonable
and documented out-of-pocket expenses (including all reasonable and documented fees and expenses of counsel, accountants, investment
bankers, financial advisors, financing sources, experts and consultants to a Party hereto) incurred by a Party or on its behalf in connection
with or related to the authorization, preparation, negotiation, execution or performance of this Agreement or any Ancillary Document
related hereto and all other matters directly related to the consummation of this Agreement, all of which shall be supported with formal
bills or invoices setting out in reasonable details the scope of services that have been provided if such Expenses of Purchaser shall
be borne by Pubco. With respect to Purchaser, Expenses shall also include (w) any and all deferred expenses (including fees or commissions
payable to the underwriters and any legal fees) of the IPO upon consummation of a Business Combination and any Extension Expenses, (x) any
and all Indebtedness of Purchaser (including any loans owed by Purchaser to Sponsor for Expenses), (y) any and all expenses in relation
to the Redemption, and (z) any other administrative costs and expenses incurred by or on behalf of Purchaser.
(b) Sponsor
shall pay (i) all unpaid Expenses of Purchaser in excess of $10,000,000 and (ii) the Finder Fee (if any) and shall indemnify
and hold harmless Purchaser and Pubco with respect to any such unpaid amounts described in clauses (i) and (ii) of this Section 10.3(b).
ARTICLE XI
WAIVERS AND RELEASES
11.1 Waiver
of Claims Against Trust. Reference is made to the IPO Prospectus. Each of the Company, Pubco, First Merger Sub and Second Merger
Sub hereby represents and warrants that it has read the IPO Prospectus and understands that Purchaser has established the Trust Account
containing the proceeds of the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements
occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Purchaser’s public
shareholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public Shareholders”)
and that, except as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to
the Public Shareholders in the event they elect to redeem their shares of Purchaser Ordinary Shares (or Pubco Class A Ordinary Shares
upon the Merger) in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus)
(the “Business Combination”) or in connection with an amendment to Purchaser’s Organizational documents
to extend Purchaser’s deadline to consummate a Business Combination, (b) to the Public Shareholders if Purchaser fails to
consummate a Business Combination within 15 months after the closing of the IPO (provided such date may be extended by an additional
six (6) months), subject to further extension by amendment to the Purchaser Charter, (c) with respect to any interest earned
on the amounts held in the Trust Account, amounts necessary to pay for any franchise or income taxes, and (d) to Purchaser after
or concurrently with the consummation of a Business Combination. For and in consideration of Purchaser entering into this Agreement and
for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Company, Pubco, First
Merger Sub and Second Merger Sub hereby agree on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in
this Agreement, none of the Company, Pubco, First Merger Sub, Second Merger Sub nor any of their respective Affiliates do now or shall
at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions
therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises
as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between
Purchaser or any of its Representatives, on the one hand, and the Company, Pubco, First Merger Sub and Second Merger, or any Seller or
any of their respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on
contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). Each of
the Company, Pubco, First Merger Sub and Second Merger Sub on behalf of itself and its Affiliates hereby irrevocably waives any Released
Claims that any such Party or any of its Affiliates may have against the Trust Account (including any distributions therefrom) now or
in the future as a result of, or arising out of, any negotiations, contracts or agreements with Purchaser or its Representatives and
will not seek recourse against the Trust Account (including any distributions therefrom to Purchaser’s public shareholders) for
any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with Purchaser or its Affiliates); provided,
however, that, for the avoidance of doubt, the foregoing waiver will not limit or prohibit the Company from pursuing a claim against
Purchaser or any other person (other than Public Shareholders with respect to funds released from the Trust Account pursuant to the Redemption),
in each case for (i) legal relief against monies or other assets of Purchaser held outside of the Trust Account (and any assets
that have been purchased or acquired with any such funds other than distributions therefrom to its public shareholders); (ii) specific
performance or other equitable relief in connection with the Transactions, provided that (x) such claim is permitted pursuant to
Section 12.7 and (y) the Company shall not be entitled to seek specific performance to enforce the release or other
distribution of funds from the Trust Account; such irrevocable waiver is material to this Agreement and specifically relied upon by Purchaser
and its Affiliates to induce Purchaser to enter in this Agreement, and each of the Company, Pubco, First Merger Sub and Second Merger
Sub further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under
applicable Law. To the extent the Company, Pubco, First Merger Sub and Second Merger Sub or any of their respective Affiliates commences
any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives,
which proceeding seeks, in whole or in part, monetary relief against Purchaser or its Representatives, each of the Company, Pubco, First
Merger Sub and Second Merger Sub hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds
held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on
any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any
amounts contained therein. In the event that the Company, Pubco, First Merger Sub and Second Merger Sub or any of their respective Affiliates
commences an Action based upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives
which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders,
whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to recover
from the Company, Pubco, First Merger Sub and Second Merger Sub or any of their respective Affiliates, as applicable, the associated
legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable, prevails in such
Action. This Section 11.1 shall survive termination of this Agreement for any reason.
ARTICLE XII
MISCELLANEOUS
12.1 Notices.
All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given
when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii) one
Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business
Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable
Party at the following addresses (or at such other address for a Party as shall be specified by like notice):
If to Purchaser at or prior to the Closing, to:
Distoken Acquisition Corporation
Unit 1006, Block C, Jinshangjun Park
No. 2 Xiaoba Road, Panlong District
Kunming, Yunnan, China
Attn: Zhang Jian, Chief Executive Officer
Telephone No.: +86 871 63624579
E-mail: zhangjian@distoken.net |
with a copy (which will not constitute notice) to:
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
U.S.A.
Attn: Richard I. Anslow, Esq.
Facsimile No.: (212) 370-7889
Telephone No.: (212) 370-1300
E-mail: ranslow@egsllp.com |
If to the Sponsor, to:
Xiaosen Sponsor LLC
Unit 1006, Block C, Jinshangjun Park
No. 2 Xiaoba Road, Panlong District
Kunming, Yunnan, China
Attn: Zhang Jian, Manager
Telephone No.: +86 133 1154 0008
Email: zhangjian@distoken.net
|
with a copy (which will not constitute notice) to:
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
U.S.A.
Attn: Richard I. Anslow, Esq.
Facsimile No.: (212) 370-7889
Telephone No.: (212) 370-1300
E-mail: ranslow@egsllp.com
|
If to the Company at or prior to the Closing, to:
Youlife International Holdings Inc.
Unit C431, Changjiang Software Park
180 South Changjiang Road
Baoshan District, Shanghai, China
Attn: Gou Xiaolin
Telephone No.: +86 13822262173
E-mail: gouxiaolin@youlanw.com |
with a copy (which will not constitute notice) to:
DLA Piper UK LLP
20th Floor, South Tower, Beijing Kerry Center
1 Guanghua Road
Chaoyang District, Beijing, China
Attn: Yang Ge, Esq.
James Chang, Esq.
Telephone No.: +86 10 8520 0600
Facsimile No.: +86 10 8520 0700
Email: yang.ge@dlapiper.com
james.chang@dlapiper.com |
If to Pubco, First Merger Sub or Second Merger Sub at or prior
to the Closing, to:
c/o Youlife International Holdings Inc.
Unit C431, Changjiang Software Park
180 South Changjiang Road
Baoshan District, Shanghai, China
Attn: Gou Xiaolin
Telephone No.: +86 13822262173
E-mail: gouxiaolin@youlanw.com |
with a copy (which will not constitute notice) to:
DLA Piper UK LLP
20th Floor, South Tower, Beijing Kerry Center
1 Guanghua Road
Chaoyang District, Beijing, China
Attn: Yang Ge, Esq.
James Chang, Esq.
Telephone No.: +86 10 8520 0600
Facsimile No.: +86 10 8520 0700
Email: yang.ge@dlapiper.com
james.chang@dlapiper.com |
If to Pubco, Purchaser, or the Company after the Closing, to:
Youlife International Holdings Inc.
Unit C431, Changjiang Software Park
180 South Changjiang Road
Baoshan District, Shanghai, China
Attn: Gou Xiaolin
Telephone No.: +86 13822262173
E-mail: gouxiaolin@youlanw.com |
with a copy (which will not constitute notice) to:
DLA Piper UK LLP
20th Floor, South Tower, Beijing Kerry Center
1 Guanghua Road
Chaoyang District, Beijing, China
Attn: Yang Ge, Esq.
James Chang, Esq.
Telephone No.: +86 10 8520 0600
Facsimile No.: +86 10 8520 0700
Email: yang.ge@dlapiper.com
james.chang@dlapiper.com |
12.2 Binding
Effect; Assignment. Subject to Section 12.3, this Agreement and all of the provisions hereof shall be binding upon and
inure solely to the benefit of the Parties hereto and their respective successors and permitted assigns. This Agreement shall not be
assigned by operation of Law or otherwise without the prior written consent of Purchaser, Sponsor, Pubco and the Company, and any assignment
without such consent shall be null and void; provided that no such assignment shall relieve the assigning Party of its obligations hereunder.
12.3 Third
Parties. Except for the rights of the D&O Indemnified Persons set forth in Section 7.15, which the Parties acknowledge
and agree are express third party beneficiaries of this Agreement, nothing contained in this Agreement or in any instrument or document
executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed
for the benefit of, any Person that is not a Party hereto or thereto or a successor or permitted assign of such a Party.
12.4 [Reserved].
12.5 Governing
Law; Jurisdiction. This Agreement and all Actions (whether in contract, tort or otherwise) that may be based upon, arise out of
or relate to this Agreement or the negotiation, execution or performance hereof (including any claim or cause of action based upon, arising
out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this
Agreement) shall be governed by, construed and enforced in accordance with the Laws (both substantive and procedural) of the State of
New York. Notwithstanding the foregoing, (i) the following matters arising out of or relating to this Agreement shall be construed,
performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the Parties hereby irrevocable submit it
to the non-exclusive jurisdiction of the courts of the Cayman Islands: (a) the First Merger and (b) following the First Merger,
(x) the vesting of the rights and the property of every description including choses in action, business, undertaking, goodwill,
benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of First Merger Sub and the Company in the
Surviving Company and (y) the cancellation of the shares, the rights provided in Section 238 of the Cayman Companies Act, the
fiduciary or other duties of the board of directors of the Company and the board of directors of First Merger Sub and the internal corporate
affairs of the Company, First Merger Sub and the Surviving Company; (c) the Second Merger and (d) following the Second Merger,
(x) the vesting of the rights and the property of every description including choses in action, business, undertaking, goodwill,
benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of Second Merger Sub and Purchaser in the
Surviving Entity and (y) the cancellation of the shares, the rights provided in the Cayman Companies Act, the fiduciary or other
duties of the board of directors of Purchaser and the board of directors of Second Merger Sub and the internal corporate affairs of Purchaser
and Second Merger Sub. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any in any
state or federal court located in New York, New York (collectively, the “Specified Courts”). Each Party hereto
hereby (a) submits to the exclusive personal and subject matter jurisdiction of any Specified Court for the purpose of any Action
arising out of or relating to this Agreement brought by any Party hereto and (b) irrevocably waives, and agrees not to assert by
way of motion, defense or otherwise, in any such Action, any claim that it is not subject to the personal or subject matter jurisdiction
of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient
forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in
or by any Specified Court. Each Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint
and any other process in any other Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property,
by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.1. Nothing
in this Section 12.5 shall affect the right of any Party to serve legal process in any other manner permitted by Law.
12.6 WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY
OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE,
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT
OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.6.
12.7 Specific
Performance. Each Party acknowledges that the rights of each Party to consummate the transactions contemplated hereby are unique,
recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching
Parties may have not adequate remedy at law, and agree that irreparable damage may occur in the event that any of the provisions of this
Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise breached. Accordingly,
each Party shall be entitled to seek an injunction, restraining order or other equitable remedy to prevent or remedy any breach of this
Agreement and to seek to enforce specifically the terms and provisions hereof, in each case, without the requirement to post any bond
or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such
Party may be entitled under this Agreement, at law or in equity.
12.8 Severability.
In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall
be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable,
and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby
nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute for any invalid, illegal
or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent
and purpose of such invalid, illegal or unenforceable provision.
12.9 Amendment.
This Agreement may be amended, supplemented or modified only by execution of a written instrument signed by each of the Parties
hereto.
12.10 Waiver.
Each of Purchaser, Pubco and the Company on behalf of itself and its Affiliates, may in its sole discretion (i) extend the
time for the performance of any obligation or other act of any other non-Affiliated Party hereto, (ii) waive any inaccuracy in the
representations and warranties by such other non-Affiliated Party contained herein or in any document delivered pursuant hereto and (iii) waive
compliance by such other non-Affiliated Party with any covenant or condition contained herein. Any such extension or waiver shall be
valid only if set forth in an instrument in writing signed by the Party or Parties to be bound thereby. Notwithstanding the foregoing,
no failure or delay by a Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise of any other right hereunder.
12.11 Entire
Agreement. This Agreement and the documents or instruments referred to herein, including any exhibits, annexes and schedules attached
hereto, which exhibits, annexes and schedules are incorporated herein by reference, together with the Ancillary Documents, embody the
entire agreement and understanding of the Parties hereto in respect of the subject matter contained herein. There are no restrictions,
promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein or the documents
or instruments referred to herein, which collectively supersede all prior agreements and the understandings among the Parties with respect
to the subject matter contained herein.
12.12 Interpretation.
The table of contents and the Article and Section headings contained in this Agreement are solely for the purpose of reference
and shall not in any way affect the meaning or interpretation of this Agreement. In this Agreement, unless the context otherwise requires:
(a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and words in the singular,
including any defined terms, include the plural and vice versa; (b) reference to any Person includes such Person’s successors
and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular
capacity excludes such Person in any other capacity; (c) any accounting term used and not otherwise defined in this Agreement or
any Ancillary Document has the meaning assigned to such term in accordance with GAAP, based on the accounting principles used by the
applicable Person, provided that any accounting term with respect to any Target Company shall be interpreted in accordance with the Accounting
Principles; (d) “including” (and with correlative meaning “include”) means including without limiting the
generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without
limitation”; (e) the words “herein,” “hereto,” and “hereby” and other words of similar
import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section or
other subdivision of this Agreement; (f) the word “if” and other words of similar import when used herein shall be deemed
in each case to be followed by the phrase “and only if”; (g) the term “or” means “and/or”; (h) the
word “day” means calendar day unless Business Day is expressly specified;(i) any reference to the term “ordinary
course” or “ordinary course of business” shall be deemed in each case to be followed by the words “consistent
with past practice”; (j) any agreement, instrument, insurance policy, Law or Order defined or referred to herein or in any
agreement or instrument that is referred to herein means such agreement, instrument, insurance policy, Law or Order as from time to time
amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes,
regulations, rules or orders) by succession of comparable successor statutes, regulations, rules or orders and references to
all attachments thereto and instruments incorporated therein; (k) except as otherwise indicated, all references in this Agreement
to the words “Section,” “Article”, “Schedule”, “Annex” and “Exhibit” are
intended to refer to Sections, Articles, Schedules, Annexes and Exhibits to this Agreement; and (l) the term “Dollars”
or “$” means United States dollars. Any reference in this Agreement to a Person’s directors shall include any member
of such Person’s governing body and any reference in this Agreement to a Person’s officers shall include any Person filling
a substantially similar position for such Person. Any reference in this Agreement or any Ancillary Document to a Person’s shareholders
or stockholders shall include any applicable owners of the equity interests of such Person, in whatever form. The Parties have participated
jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the Parties hereto, and no presumption or burden of proof shall arise
favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. To the extent that any Contract, document,
certificate or instrument is represented and warranted to by the Company to be given, delivered, provided or made available by the Company,
in order for such Contract, document, certificate or instrument to have been deemed to have been given, delivered, provided and made
available to Purchaser or its Representatives, such Contract, document, certificate or instrument shall have been posted to the electronic
data site maintained on behalf of the Company for the benefit of Purchaser and its Representatives and Purchaser and its Representatives
have been given access to the electronic folders containing such information, or such information or documentation was made available
or otherwise provided to Purchaser, its Affiliates or any of their Representatives in-person or by email.
12.13 Counterparts.
This Agreement may be executed and delivered (including by facsimile, email or other electronic transmission) in one or more counterparts,
and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of
which taken together shall constitute one and the same agreement.
12.14 No
Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, the Parties acknowledge and agree that no
recourse under this Agreement or under any Ancillary Documents shall be had against any Person that is not a Party to this Agreement
(including pursuant to a joinder) or such Ancillary Document, including any past, present or future director, officer, agent, employee,
equityholder or other Representative or any Affiliate or successor or assignee thereof that is not a Party (collectively, the “Non-Recourse
Parties”), as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue
of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no liability whatsoever shall attach
to, be imposed on or otherwise be incurred by any Non-Recourse Party, as such, for any obligation or liability of a Party under this
Agreement or Person party to such Ancillary Document under any Ancillary Document for any claim based on, in respect of or by reason
of such obligations or Liabilities or their creation.
12.15 Legal
Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented Purchaser
and the Sponsor in connection with this Agreement, the Ancillary Documents and the Transactions, and has also represented Purchaser,
Sponsor and/or their respective Affiliates in connection with matters other than the transaction that is the subject of this Agreement,
EGS will be permitted in the future, after Closing, to represent the Sponsor or its Affiliates in connection with matters in which such
Persons are adverse to Pubco, Purchaser or any of their respective Affiliates, including any disputes arising out of, or related to,
this Agreement. The Company, Pubco, First Merger Sub and Second Merger Sub, who are or have the right to be represented by independent
counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates
to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation
of one or more of the Sponsor or its Affiliates in which the interests of such Person are adverse to the interests of Pubco, First Merger
Sub and Second Merger Sub, Purchaser, the Company or any of their respective Affiliates, including any matters that arise out of this
Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Sponsor, Purchaser or any
of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor
shall be deemed the client of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents.
All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating
thereto shall belong solely to the Sponsor, shall be controlled by the Sponsor and shall not pass to or be claimed by Pubco, Purchaser;
provided, further, that nothing contained herein shall be deemed to be a waiver by Pubco, Purchaser or any of their respective Affiliates
of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third
party.
ARTICLE XIII
DEFINITIONS
13.1 Certain
Definitions. For purpose of this Agreement, the following capitalized terms have the following meanings:
“Accounting Principles”
means in accordance with GAAP, as in effect at the date of the financial statement to which it refers or if there is no such financial
statement, then as of the Closing Date, using and applying the same accounting principles, practices, procedures, policies and methods
(with consistent classifications, judgments, elections, inclusions, exclusions and valuation and estimation methodologies) used and applied
by the Company and/or the Target Companies in the preparation of the latest audited Company Financials (if any).
“Action”
means any notice of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit, settlement, complaint,
stipulation, assessment or arbitration, governmental inquiry, hearing, proceeding or investigation, by or before any Governmental Authority.
“Affiliate”
means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such
Person. For the avoidance of doubt, Sponsor shall be deemed to be an Affiliate of Purchaser prior to the Closing.
“Aggregate Merger
Consideration Amount” means $700,000,000.
“Amended Pubco
Charter” means an amended and restated memorandum and articles of association of the Pubco in a customary form to be determined
by the Company and agreed by Purchaser (which agreement shall not be unreasonably withheld).
“Ancillary Documents”
means each agreement, instrument or document including the Seller Lock-Up Agreements, the Non-Competition Agreements, the Support Agreement,
the Insider Letter Amendment, the Amended Pubco Charter, the Incentive Plan, the Founder Registration Rights Agreement Amendment, the
Seller Registration Rights Agreement, the Employment Agreements, the Merger Documents and the other agreements, certificates and instruments
to be executed or delivered by any of the Parties hereto in connection with or pursuant to this Agreement.
“Benefit Plans”
of any Person means any and all deferred compensation, executive compensation, incentive compensation, equity purchase or other equity-based
compensation plan, employment or individual consulting, severance or termination pay, holiday, vacation or other bonus plan or practice,
hospitalization or other medical, life or other welfare benefit insurance, supplemental unemployment benefits, profit sharing, pension,
or retirement plan, program, agreement, commitment or arrangement, and each other employee benefit plan, program, agreement or arrangement,
including each “employee benefit plan” as such term is defined under Section 3(3) of ERISA, maintained or contributed
to or required to be contributed to by a Person for the benefit of any employee or terminated employee of such Person, or with respect
to which such Person has any Liability.
“Business Day”
means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York or the Cayman Islands
are authorized to close for business, excluding as a result of “stay at home”, “shelter-in-place”, “non-essential
employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental
authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in the
foregoing locations are generally open for use by customers on such day.
“Cayman Companies
Act” means the Companies Act (As Revised) of the Cayman Islands.
“Code”
means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as amended. Reference to a specific section of
the Code shall include such section and any valid treasury regulation promulgated thereunder.
“Company Confidential
Information” means all confidential or proprietary documents and information concerning the Target Companies, Pubco, First
Merger Sub or Second Merger Sub or any of their respective Representatives, furnished in connection with this Agreement or the transactions
contemplated hereby; provided, however, that Company Confidential Information shall not include any information which,
(i) at the time of disclosure by Purchaser or its Representatives, is generally available publicly and was not disclosed in breach
of this Agreement or (ii) at the time of the disclosure by the Company, Pubco, First Merger Sub, Second Merger Sub or their respective
Representatives to Purchaser or its Representatives was previously known by such receiving party without violation of Law or any confidentiality
obligation by the Person receiving such Company Confidential Information.
“Company Convertible
Securities” means, collectively, any options, warrants or rights to subscribe for or purchase any capital shares of the
Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital shares
of the Company.
“Company Employees”
means any Person, including officers and directors, employed by any Target Company, except for those Persons employed by any Target Company
to fulfill the staffing requirements of any Target Company’s customers, including, but not limited to, flexible staffing employees,
labor dispatch employees, and business process outsourcing employees.
“Company Founder
Shares” means an aggregate of 54,649,139 Company Ordinary Shares held by Youtch Investment Co., Ltd immediately prior to
the First Merger Effective Time.
“Company
Merger Shares” means a number of Pubco Ordinary Shares equal to the quotient obtained by dividing (i) the Aggregate
Merger Consideration Amount by (ii) the Per Share Price.
“Company
Ordinary Shares” means the ordinary shares, par value $0.0001 per share, of the Company.
“Company
Preferred Shares” means, collectively, the Company Series A Preferred Shares, the Company Series B Preferred
Shares, the Company Series B+ Preferred Shares, the Company Series C Preferred Shares, and the Company Series C Preferred
Shares.
“Company
Series A Preferred Shares” means the series A preferred shares, par value $0.0001 per share, of the Company.
“Company
Series B Preferred Shares” means the series B preferred shares, par value $0.0001 per share, of the Company.
“Company
Series B+ Preferred Shares” means the series B+ preferred shares, par value $0.0001 per share, of the Company.
“Company
Series C Preferred Shares” means the series C preferred shares, par value $0.0001 per share, of the Company.
“Company
Series C+ Preferred Shares” means the series C+ preferred shares, par value $0.0001 per share, of the Company.
“Company
Securities” means, collectively, the Company Ordinary Shares and the Company Preferred Shares.
“Consent”
means any consent, approval, waiver, authorization or Permit of, or notice to or declaration or filing with any Governmental Authority
or any other Person.
“Contracts”
means all binding contracts, agreements, arrangements, bonds, notes, indentures, mortgages, debt instruments, purchase order, licenses
(and all other binding contracts, agreements or binding arrangements concerning Intellectual Property), franchises, leases and other
instruments or obligations of any kind, written or oral (including any amendments and other modifications thereto).
“Control”
of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
of such Person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled”, “Controlling”
and “under common Control with” have correlative meanings. Without limiting the foregoing, a Person (the “Controlled
Person”) shall be deemed Controlled by (a) any other Person (i) owning beneficially, as meant in Rule 13d-3
under the Exchange Act, securities entitling such Person to cast fifty percent (50%) or more of the votes for election of directors or
equivalent governing authority of the Controlled Person or (ii) entitled to be allocated or receive fifty percent (50%) or more
of the profits, losses, or distributions of the Controlled Person; or (b) an officer, director, general partner, partner (other
than a limited partner), manager, or member (other than a member having no management authority that is not a Person described in clause
(a) above) of the Controlled Person.
“Copyrights”
means any works of authorship, mask works and all copyrights therein, including all renewals and extensions, copyright registrations
and applications for registration and renewal, and non-registered copyrights.
“Environmental
Law” means any Law in effect on or prior to the date hereof any way relating to (a) the protection of human health
and safety (to the extent relating to exposure to Hazardous Materials), (b) the protection, preservation or restoration of the environment
and natural resources (including air, water vapor, surface water, groundwater, drinking water supply, surface land, subsurface land,
plant and animal life or any other natural resource), or (c) the exposure to, or the use, storage, recycling, treatment, generation,
transportation, processing, handling, labeling, production, release or disposal of Hazardous Materials.
“Environmental
Liabilities” means, in respect of any Person, all Liabilities, obligations, responsibilities, Remedial Actions, Actions,
Orders, losses, damages, costs, and expenses (including all reasonable fees, disbursements, and expenses of counsel, experts, and consultants
and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand
by any other Person or in response to any violation of Environmental Law, whether known or unknown, accrued or contingent, whether based
in contract, tort, implied or express warranty, strict liability, criminal or civil statute, to the extent based upon, related to, or
arising under or pursuant to any Environmental Law, Environmental Permit, Order, or Contract with any Governmental Authority or other
Person, that relates to any environmental, health or safety condition, violation of Environmental Law, or a Release or threatened Release
of Hazardous Materials.
“ERISA”
means the U.S. Employee Retirement Income Security Act of 1974, as amended.
“Exchange Act”
means the U.S. Securities Exchange Act of 1934, as amended.
“Exchange Ratio”
means the quotient obtained by dividing (i) the Company Merger Shares as of the First Merger Effective Time by (ii) the number
of Company Securities.
“Finder Fee”
has the meaning set forth in Section 1(c) of the Business Combination Marketing Agreement, dated February 15, 2023, by
and between Purchaser and IBS.
“First Merger Sub
Ordinary Shares” means the ordinary shares, par value $1.00 per share, of the First Merger Sub.
“Foreign Plan”
means any plan, fund (including any superannuation fund) or other similar program or arrangement established or maintained outside the
United States by the Company or any one or more of its Subsidiaries primarily for the benefit of employees of the Company or such Subsidiaries
residing outside the United States, which plan, fund or other similar program or arrangement provides, or results in, retirement income,
a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject
to ERISA or the Code.
“Founder Registration
Rights Agreement” means the Registration Rights Agreement, dated as of February 15, 2023, by and among Purchaser,
Sponsor and the other “Holders” named therein.
“Founder Shares”
means an aggregate of 1,725,000 Purchaser Ordinary Shares which were issued to the initial shareholders of Purchaser in a private placement
transaction.
“Fraud Claim”
means any claim based in whole or in part upon fraud, willful misconduct or intentional misrepresentation.
“GAAP”
means generally accepted accounting principles as in effect in the United States of America.
“Governmental Authority”
means any federal, state, local, foreign or other governmental, quasi-governmental or administrative body, instrumentality, department
or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel
or body.
“Hazardous Material”
means any waste, gas, liquid or other substance or material that is defined, listed or designated as a “hazardous substance”,
“pollutant”, “contaminant”, “hazardous waste”, “regulated substance”, “hazardous
chemical”, or “toxic chemical” (or by any similar term) under any Environmental Law, or any other material regulated,
or that could result in the imposition of Liability or responsibility, under any Environmental Law, including petroleum and its by-products,
asbestos, polychlorinated biphenyls, radon, mold, and urea formaldehyde insulation.
“IBS”
means I-Bankers Securities, Inc.
“IFRS”
means the International Financial Reporting Standards, as amended from time to time.
“Indebtedness”
of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money (including the outstanding principal
and accrued but unpaid interest), (b) all obligations for the deferred purchase price of property or services (other than trade
payables incurred in the ordinary course of business), (c) any other indebtedness of such Person that is evidenced by a note, bond,
debenture, credit agreement or similar instrument, (d) all obligations of such Person under leases that should be classified as
capital leases in accordance with GAAP (as applicable to such Person), (e) all obligations of such Person for the reimbursement
of any obligor on any line or letter of credit, banker’s acceptance, guarantee or similar credit transaction, in each case, that
has been drawn or claimed against and not settled, (f) all obligations of such Person in respect of acceptances issued or created,
(g) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated
to be made by such Person, whether periodically or upon the happening of a contingency, (h) all obligations secured by an Lien on
any property of such Person, (i) any premiums, prepayment fees or other penalties, fees, costs or expenses associated with payment
of any Indebtedness of such Person and (j) all obligation described in clauses (a) through (i) above of any other Person
which is directly or indirectly guaranteed by such Person or which such Person has agreed (contingently or otherwise) to purchase or
otherwise acquire or in respect of which it has otherwise assured a creditor against loss.
“Insider
Letter” means the letter agreement, dated as of February 15, 2023, by and among Purchaser, Sponsor and certain
other parties thereto, as amended from time to time.
“Intellectual Property”
means all of the following as they exist in any jurisdiction throughout the world: Patents, Trademarks, Copyrights, Trade Secrets, intellectual
property rights in Software and other intellectual property.
“Investment Company
Act” means the U.S. Investment Company Act of 1940, as amended.
“IPO”
means the initial public offering of Purchaser Units pursuant to the IPO Prospectus.
“IPO
Prospectus” means the final prospectus of Purchaser, dated as of February 13, 2023, and filed with the SEC
on February 15, 2023 (File No. 333-248822).
“JOBS Act”
means the Jumpstart Our Business Startups Act of 2012.
“Knowledge”
means, with respect to (i) the Company, the actual knowledge of the executive officers or directors of the Company and any Target
Companies, after reasonable inquiry, or (ii) any other Party, (A) if an entity, the actual knowledge of its directors and executive
officers, after reasonable inquiry, or (B) if a natural person, the actual knowledge of such Party after reasonable inquiry.
“Law”
means any federal, state, local, municipal, foreign or other law, statute, legislation, principle of common law, ordinance, code, edict,
decree, proclamation, treaty, convention, rule, regulation, directive, requirement, writ, injunction, settlement, Order or Consent that
is or has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the
authority of any Governmental Authority.
“Liabilities”
means any and all liabilities, Indebtedness, Actions or obligations of any nature (whether absolute, accrued, contingent or otherwise,
whether known or unknown, whether direct or indirect, whether matured or unmatured, whether due or to become due and whether or not required
to be recorded or reflected on a balance sheet under GAAP or other applicable accounting standards), including Tax liabilities due or
to become due.
“Lien”
means any mortgage, pledge, security interest, attachment, right of first refusal, option, proxy, voting trust, encumbrance, lien or
charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof), restriction (whether
on voting, sale, transfer, disposition or otherwise), any subordination arrangement in favor of another Person, or any filing or agreement
to file a financing statement as debtor under the Uniform Commercial Code or any similar Law.
“Material Adverse
Effect” means, with respect to any specified Person, any fact, event, occurrence, change or effect that has had, or would
reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the business, assets, Liabilities,
results of operations, or condition (financial or otherwise) of such Person and its Subsidiaries, taken as a whole, or (b) the ability
of such Person or any of its Subsidiaries on a timely basis to consummate the transactions contemplated by this Agreement or the Ancillary
Documents to which it is a party or bound or to perform its obligations hereunder or thereunder; provided, however, that
for the purposes of clause (a) above, any fact, event, event, occurrence, change or effect directly or indirectly attributable to,
resulting from, relating to or arising out of the following (by themselves or when aggregated with any other, facts, events, occurrences,
changes or effects) shall not be deemed to be, constitute, or be taken into account when determining whether there has or may, would
or could have occurred a Material Adverse Effect: (i) general changes in the financial or securities markets or general economic
or political conditions in any country or jurisdiction; (ii) changes, conditions or effects that generally affect any industry or
geographic area in which such Person or any of its Subsidiaries principally operate; (iii) changes or proposed change in the interpretation
of any Law (including the Exchange Act or the Securities Act or any rules promulgated thereunder) or in GAAP or other applicable
accounting principles or mandatory changes in the regulatory accounting requirements applicable to any industry in which such Person
and its Subsidiaries principally operate, or any regulatory guidance, policies or interpretations of the foregoing; (iv) conditions
caused by acts of God, epidemic, pandemics or other outbreak of public health events (including COVID-19), cyberterrorism or terrorism,
war (whether or not declared), military action, civil unrest, earthquakes, volcanic activity, hurricanes, tsunamis, tornadoes, floods,
mudslides, wildfire, or other natural disaster and any other force majeure events (including any escalation or general worsening of any
of the foregoing); (v) any actions taken or not taken by such Person or its Subsidiaries as required by this Agreement or any Ancillary
Document; (vi) with respect to the Company, any failure in and of itself or its Subsidiaries to meet any internal or published budgets,
projections, forecasts or predictions of financial performance for any period (provided that the underlying cause of any such failure
may be considered in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent
not excluded by another exception herein); (vi) with respect to Purchaser, the consummation and effects of the Redemption in and
of itself (provided that the underlying cause of any such Redemption may be considered in determining whether a Material Adverse Effect
has occurred or would reasonably be expected to occur to the extent not excluded by another exception herein); and (vii) the announcement
or the execution of this Agreement or the Ancillary Documents, the pendency or consummation of the Transactions or the performance of
this Agreement or the Ancillary Documents (or the obligations hereunder), including the impact thereof on relationships with Governmental
Authority, partners, customers, suppliers or employees; provided further, however, that any event, occurrence, fact, condition,
or change referred to in clauses (i) - (iii) immediately above shall be taken into account in determining whether a Material
Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition, or change
has a disproportionate effect on such Person or any of its Subsidiaries compared to other participants in the industries and geographic
location in which such Person or any of its Subsidiaries primarily conducts its businesses. Notwithstanding the foregoing, with respect
to Purchaser, the amount of the Redemption or the failure to obtain the Required Shareholder Approval (provided that Purchaser has not
violated its obligations hereunder in connection with obtaining the Required Shareholder Approval) shall not in and of itself be deemed
to be a Material Adverse Effect on or with respect to Purchaser (provided that the underlying cause of any such Redemption may be considered
in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not excluded by
another exception herein).
“Nasdaq”
means the Nasdaq Capital Market.
“Order”
means any order, decree, ruling, judgment, injunction, writ, determination, binding decision, verdict, judicial award or other Action
that is or has been entered, rendered, or otherwise put into effect by or under the authority of any Governmental Authority.
“Organizational
Documents” means, with respect to any Person, its articles of incorporation and bylaws, memorandum and articles of association
or similar organizational documents, in each case, as amended and restated.
“Patents”
means any patents, and patent applications (including any divisionals, provisionals, continuations, continuations-in-part, substitutions,
or reissues thereof).
“PCAOB”
means the U.S. Public Company Accounting Oversight Board (or any successor thereto).
“Per Share Price”
means $10.00.
“Permits”
means all federal, state, local or foreign or other third-party permits, grants, easements, consents, approvals, authorizations, exemptions,
licenses, franchises, concessions, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations,
ratings, registrations, qualifications or orders of any Governmental Authority or any other Person.
“Permitted Liens”
means (a) Liens for Taxes or assessments and similar governmental charges or levies, which either are (i) not delinquent or
(ii) being contested in good faith and by appropriate proceedings, and for which adequate reserves have been established with respect
thereto, (b) other Liens imposed by operation of Law arising in the ordinary course of business for amounts which are not due and
payable and as would not in the aggregate materially adversely affect the value of, or materially adversely interfere with the use of,
the property subject thereto, (c) Liens incurred or deposits made in the ordinary course of business in connection with social security,
(d) Liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the ordinary course of
business, or (e) Liens arising under this Agreement or any Ancillary Document.
“Person”
means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership),
limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political
subdivision thereof, or an agency or instrumentality thereof.
“Personal Property”
means any machinery, equipment, tools, vehicles, furniture, leasehold improvements, office equipment, plant, parts and other tangible
personal property.
“Pubco Charter”
means the memorandum and articles of association of Pubco as of the date hereof.
“Pubco Class A
Ordinary Shares” means the class A ordinary shares, par value $0.0001 per share, of Pubco,
“Pubco Class B
Ordinary Shares” means the class B ordinary shares, par value $0.0001 per share, of Pubco under the Amended Pubco Charter.
Each holder of Pubco Class B Ordinary Shares shall be entitled to twenty (20) votes for each Pubco Class B Ordinary Share held
by such holder as of the applicable record date.
“Pubco
Ordinary Shares” means, collectively, the Pubco Class A Ordinary Shares and the Pubco Class B Ordinary Shares.
“Pubco Private
Warrant” means one whole warrant entitling the holder thereof to purchase one (1) of one Pubco Class A Ordinary
Share at a purchase price of $11.50 per full share.
“Pubco Public Warrant”
means one whole warrant entitling the holder thereof to purchase one (1) of one Pubco Class A Ordinary Share at a purchase
price of $11.50 per full share.
“Pubco Securities”
means the Pubco Class A Ordinary Shares, the Pubco Warrants and the Pubco Convertible securities, collectively.
“Pubco Warrants”
means the Pubco Private Warrants and Pubco Public Warrants, collectively.
“Purchaser Charter”
means the amended and restated memorandum and articles of association of Purchaser, in each case, as may be further amended and restated.
“Purchaser Confidential
Information” means all confidential or proprietary documents and information concerning Purchaser or any of its Representatives;
provided, however, that Purchaser Confidential Information shall not include (i) information which is generally available
publicly and was not disclosed in breach of this Agreement or (ii) at the time of the disclosure by Purchaser or its Representatives
to the Company, Pubco, First Merger Sub, Second Merger Sub any of their respective Representatives, was previously known by such receiving
party without violation of Law or any confidentiality obligation by the Person receiving such Purchaser Confidential Information. For
the avoidance of doubt, from and after the Closing, Purchaser Confidential Information will include the confidential or proprietary information
of the Target Companies.
“Purchaser
Ordinary Shares” means the ordinary shares, par value $0.0001 per share, of Purchaser.
“Purchaser
Preference Shares” means the preference shares, par value $0.0001 par value per share, of Purchaser.
“Purchaser Private Rights”
means the right that was included as part of each Purchaser Private Unit, entitling the Holder thereof to receive one-tenth (1/10) of
a Purchaser Ordinary Share upon consummation of Purchaser’s initial business combination.
“Purchaser Private
Unit” means a unit issued by Purchaser in a private placement concurrently with the IPO consisting of one (1) Purchaser
Ordinary Share, one (1) Purchaser Right and one (1) Purchaser Private Warrant.
“Purchaser Private
Warrant” means one whole warrant that was included as part of each Purchaser Private Unit entitling the holder thereof
to purchase one (1) Purchaser Ordinary Share at a price of $11.50 per share.
“Purchaser Public
Rights” means the right that was included as part of each Purchaser Public Unit, entitling the holder thereof to receive
one-tenth (1/10) of a Purchaser Ordinary Share upon consummation of Purchaser’s initial business combination.
“Purchaser Public
Share” means a Purchaser Ordinary Share that was included in a Purchaser Public Unit.
“Purchaser Public
Unit” means a unit issued in the IPO (including overallotment units acquired by Purchaser’s underwriter) consisting
of one (1) Purchaser Ordinary Share, one (1) Purchaser Right and one (1) Purchaser Public Warrant.
“Purchaser Public
Warrant” means one whole warrant that was included as part of each Purchaser Public Unit entitling the holder thereof to
purchase one (1) Purchaser Ordinary Share at a price of $11.50 per share.
“Purchaser Rights”
means the Purchaser Private Rights and the Purchaser Public Rights, collectively.
“Purchaser Securities”
means the Purchaser Ordinary Shares, the Purchaser Preference Shares, the Purchaser Rights and the Purchaser Warrants, collectively.
“Purchaser Units”
means the Purchaser Public Units and the Purchaser Private Units.
“Purchaser Warrants”
means the Purchaser Private Warrants and the Purchaser Public Warrants, collectively.
“Release”
means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, or leaching into the environment.
“Remedial Action”
means all actions required by Environmental Law to (i) clean up, remove, treat, or in any other way address any Release of Hazardous
Material, (ii) prevent the Release of any Hazardous Material so it does not endanger or threaten to endanger public health or welfare
or the environment, (iii) perform pre-remedial studies and investigations or post-remedial monitoring and care, or (iv) correct
a condition of noncompliance with Environmental Laws.
“Representatives”
means, as to any Person, such Person’s Affiliates and the respective managers, directors, officers, employees, consultants, advisors
(including financial advisors, counsel and accountants), agents and other legal representatives of such Person or its Affiliates.
“SEC”
means the U.S. Securities and Exchange Commission (or any successor Governmental Authority).
“Securities Act”
means the U.S. Securities Act of 1933, as amended.
“Sellers”
means each of the holders of the Company’s capital shares, and a “Seller” means any one of the Sellers.
“Second Merger
Sub Ordinary Shares” means the ordinary shares, par value $1.00 per share, of the Second Merger Sub.
“Significant Company Holder”
means any Company shareholder who (i) is an executive officer or director of the Company or (ii) owns more than ten percent
(10%) of the issued and outstanding equity of the Company on a fully-diluted basis.
“Software”
means any computer software programs, including all source code and object code.
“SOX”
means the U.S. Sarbanes-Oxley Act of 2002, as amended.
“Subsidiary”
means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation,
a majority of the total voting power of capital shares entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one
or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business
entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly,
by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons will be deemed
to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons will be allocated
a majority of partnership, association or other business entity gains or losses or will be or control the managing director, managing
member, general partner or other managing Person of such partnership, association or other business entity. A Subsidiary of a Person
will also include any variable interest entity which is consolidated with such Person under applicable accounting rules.
“Target Company”
and “Target Companies” means each of the Company and its direct and indirect Subsidiaries (excluding Pubco. First
Merger Sub and Second Merger Sub).
“Tax Return”
means any return, declaration, report, claim for refund, information return or other documents (including any related or supporting schedules,
statements or information) filed or required to be filed in connection with the determination, assessment or collection of any Taxes
or the administration of any Laws or administrative requirements relating to any Taxes.
“Taxes”
means (a) all direct or indirect federal, state, local, foreign and other net income, gross income, gross receipts, sales, use,
value-added, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, social
security and related contributions due in relation to the payment of compensation to employees, excise, severance, stamp, occupation,
premium, property, windfall profits, alternative minimum, estimated, customs, duties or other taxes, fees, assessments or charges of
any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto, (b) any
Liability for payment of amounts described in clause (a) whether as a result of being a member of an affiliated, consolidated, combined
or unitary group for any period or otherwise through operation of law and (c) any Liability for the payment of amounts described
in clauses (a) or (b) as a result of any tax sharing, tax group, tax indemnity or tax allocation agreement with, or any other
express or implied agreement to indemnify, any other Person.
“Trade Secrets”
means any trade secrets, confidential business information, concepts, ideas, designs, research or development information, processes,
procedures, techniques, technical information, specifications, operating and maintenance manuals, engineering drawings, methods, know-how,
data, mask works, discoveries, inventions, modifications, extensions, and improvements (whether or not patentable or subject to copyright,
trademark, or trade secret protection), in each case, to the extent the foregoing are confidential and protected by applicable Law.
“Trademarks”
means any trademarks, service marks, trade dress, trade names, brand names, internet domain names, designs, logos, or corporate names
(including, in each case, the goodwill associated therewith), whether registered or unregistered, and all registrations and applications
for registration and renewal thereof.
“Trading Day”
means any day on which Pubco Class A Ordinary Shares are actually traded on the principal securities exchange or securities market
on which the Pubco Class A Ordinary Shares are then traded.
“Trust Account”
means the trust account established by Purchaser with the proceeds from the IPO pursuant to the Trust Agreement in accordance with the
IPO Prospectus.
“Trust
Agreement” means that certain Investment Management Trust Agreement, dated as of February 15, 2023, as it may
be amended (including to accommodate the Merger), by and between Purchaser and the Trustee.
“Trustee”
means Continental Stock Transfer & Trust Company, in its capacity as trustee under the Trust Agreement.
13.2 Section References.
The following capitalized terms, as used in this Agreement, have the respective meanings given to them in the Section as set
forth below adjacent to such terms:
| Term |
Section |
| Acquisition
Proposal |
7.6(a) |
| Agreement
|
Preamble |
| Alternative
Transaction |
7.6(a) |
| Antitrust
Laws |
7.9(b) |
| Authorization
Notice |
2.9 |
| Business
Combination |
11.1 |
| Cayman
Registrar |
1.2(a) |
| Closing
|
3.1 |
| Closing
Date |
3.1 |
| Closing
Filing |
7.12(b) |
| Closing
Press Release |
7.12(b) |
| Company
|
Preamble |
| Company
Benefit Plan |
6.19(a) |
| Company
Certificate |
2.5(b) |
| Company
Class A Share Consideration |
2.1(a) |
| Company
Class B Share Consideration |
2.1(b) |
| Company
Share Consideration |
2.1(b) |
| Company
Disclosure Schedules |
ARTICLE VI |
| Company
Financials |
6.7(a) |
| Company
IP |
6.13(c) |
| Company
IP Licenses |
6.13(a) |
| Company
Material Contract |
6.12(a) |
| Company
Permits |
6.10 |
| Company
Real Property Leases |
6.15 |
| Company
Registered IP |
6.13(a) |
| D&O
Indemnified Person |
7.15(a) |
| D&O
Tail Insurance |
7.15(b) |
| ECO |
7.19 |
| EGS |
3.1 |
| Employment
Agreement |
9.3(j) |
| Equity
Incentive Plan |
7.11(a) |
| Enforceability
Exceptions |
4.2 |
| Environmental
Permits |
6.20(a) |
| Expenses
|
10.3(a) |
| Extension
|
7.3(a) |
| Federal
Securities Laws |
7.7 |
| First
Merger |
Recitals |
| First
Merger Documents |
1.2(a) |
| First
Merger Effective Time |
1.2(a) |
| First
Merger Plan of Merger |
1.2(a) |
| First
Merger Sub |
Preamble |
| Founder
Lock-up Agreement |
Recitals |
| Founders |
Recitals |
| Founder
Registration Rights Agreement Amendment |
9.2(d)(iv) |
| Insider
Letter Amendment |
Recitals |
| Intended
Tax Treatment |
7.18 |
| Interim
Period |
7.1(a) |
| Lost
Certificate Affidavit |
2.5(b) |
| Merger
Documents |
1.2(b) |
| Mergers |
Recitals |
| Merger
Sub |
Preamble |
| Non-Recourse
Parties |
12.14 |
| OFAC
|
4.17(c) |
| Off-the-Shelf
Software |
6.13(a) |
| Outside
Date |
10.1(b) |
| Party(ies)
|
Preamble |
| PIPE
Investment |
7.17 |
| Post-Closing
Pubco Board |
7.14(a) |
| Proxy
Statement |
7.11(a) |
| Pubco |
Preamble |
| Public
Certifications |
4.6(a) |
| Public
Shareholders |
11.1 |
| Purchaser
|
Preamble |
| Purchaser
Disclosure Schedules |
ARTICLE IV |
| Purchaser
Dissenting Shareholders |
2.9 |
| Purchaser
Dissenting Shares |
2.9 |
| Purchaser
Financials |
4.6(b) |
| Purchaser
Material Contract |
4.13(a) |
| Purchaser
Merger Consideration |
2.2(a) |
| Purchaser
Recommendation |
4.2 |
| Purchaser
Shareholder Approval Matters |
7.11(a) |
| Purchaser
Shareholder Meeting |
7.11(a) |
| Redemption
|
7.11(a) |
| Registration
Statement |
7.11(a) |
| Related
Person |
6.21 |
| Released
Claims |
11.1 |
| Required
Shareholder Approval |
9.1(a) |
| SEC
Reports |
4.6(a) |
| SEC
SPAC Accounting Changes |
4.6(a) |
| Second
Merger |
Recitals |
| Second
Merger Articles of Merger |
1.2(b) |
| Second
Merger Documents |
1.2(b) |
| Second
Merger Effective Time |
1.2(b) |
| Second
Merger Plan of Merger |
1.2(b) |
| Second
Merger Sub |
Preamble |
| Seller
Lock-Up Agreement |
Recitals |
| Seller
Registration Rights Agreement |
9.2(d)(vi) |
| Signing
Filing |
7.12(b) |
| Signing
Press Release |
7.12(b) |
| Specified
Courts |
12.5 |
| Sponsor |
Preamble |
| Support
Agreement |
Recitals |
| Surviving
Company |
Recitals |
| Surviving
Company Charter |
1.4(a) |
| Surviving
Entity |
Recitals |
| Surviving
Entity Charter |
1.4(b) |
| Top
Customers |
6.23 |
| Top
Vendors |
6.23 |
| Transactions
|
Recitals |
| Written
Objection |
2.9 |
[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, each
Party hereto has caused this Agreement to be signed and delivered by its respective duly authorized officer as of the date first written
above.
| |
Purchaser: |
| |
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DISTOKEN ACQUISITION CORPORATION |
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By: |
/s/
Jian Zhang |
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Name: Jian Zhang
Title: Chief Executive Officer |
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Sponsor: |
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XIAOSEN SPONSOR LLC |
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By: |
/s/ Jian Zhang |
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Name: Jian Zhang
Title: Manager |
[Signature Page to
Business Combination Agreement]
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Pubco: |
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YOULIFE GROUP INC. |
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By: |
/s/
WANG Yunlei |
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Name: WANG Yunlei |
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Title: Director |
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First Merger Sub: |
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YOULIFE I LIMITED |
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By: |
/s/ WANG Yunlei |
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Name: WANG Yunlei |
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Title: Director |
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Second Merger Sub: |
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YOULIFE II LIMITED |
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By: |
/s/ WANG Yunlei |
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Name: WANG Yunlei |
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Title: Director |
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The Company: |
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YOULIFE INTERNATIONAL HOLDINGS INC. |
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By: |
/s/
WANG Yunlei |
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Name: WANG Yunlei |
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Title: Director |
[Signature Page to
Business Combination Agreement]
Exhibit 10.1
FORM OF
LOCK-UP AGREEMENT
THIS
LOCK-UP AGREEMENT (this “Agreement”) is being executed and delivered as of May 17, 2024, by the
undersigned security holder of [the Company/Purchaser] (as defined below) (the “Holder”) in favor of and for
the benefit of Youlife Group Inc., a Cayman Islands exempted company (“Pubco”), Distoken Acquisition Corporation,
a Cayman Islands exempted company (together with its successors, including the Surviving Entity (as defined in the Business Combination
Agreement), the “Purchaser”), Youlife International Holdings Inc., a Cayman Islands exempted company (the “Company”),
and each of Pubco’s, Purchaser’s and/or the Company’s present and future Affiliates, successors and direct and indirect
Subsidiaries (including the Company) (collectively with Pubco, Purchaser and the Company, the “Covered Parties”).
Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement
(as defined below).
WHEREAS,
on May 17, 2024, (i) Purchaser, (ii) Xiaosen Sponsor LLC, a Cayman Islands limited liability company, (iii) Pubco,
(iv) Youlife I Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“First Merger Sub”),
(v) Youlife II Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Second Merger Sub”),
and (vi) the Company entered into that certain Business Combination Agreement (as amended from time to time in accordance with the
terms thereof, the “Business Combination Agreement”), pursuant to which, subject to the terms and conditions
thereof, among other matters, (a) First Merger Sub will merge with and into the Company (the “First Merger”),
with the Company surviving the First Merger as a wholly-owned subsidiary of Pubco and the outstanding shares of the Company being converted
into the right to receive shares of Pubco, and (b) one business day following, and as part of the same overall transaction as the
First Merger, Second Merger Sub will merge with and into Purchaser (the “Second Merger”), with Purchaser surviving
the Second Merger as a wholly-owned subsidiary of Pubco and with the holders of Purchaser’s securities receiving securities of Pubco,
all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the provisions
of applicable law;
WHEREAS,
at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), the Holder
will become a holder of a certain number of Class A Pubco Ordinary Shares;
[WHEREAS,
the Holder is the holder of the Founder Shares; and]
[WHEREAS,
the Holder is (i) is an executive officer or director of the Company or (ii) owns more than ten percent (10%) of the issued
and outstanding equity of the Company on a fully-diluted basis; and]
WHEREAS,
pursuant to the Business Combination Agreement, and in view of the valuable consideration to be received by Holder thereunder, the parties
desire to enter into this Agreement, pursuant to which certain share consideration to be issued to Holder (all such securities, together
with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or
converted, the “Restricted Securities”) shall become subject to limitations on disposition as set forth herein.
NOW,
THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth
below, and intending to be legally bound hereby, the parties hereby agree as follows:
1. Lock-Up
Provisions.
(a) Holder
hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the [First Merger Effective Time/Second
Merger Effective Time] and ending on the earlier of (i) one year after the completion of the Closing or (ii) subsequent to the
Closing, with respect to 50% of the Restricted Securities, if the last reported sale price of the Class A Pubco Ordinary Shares equals
or exceeds $12.50 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing: (A) lend,
offer, pledge (except as provided herein below), hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree to sell,
sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise
transfer or dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position
or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), any Restricted Securities, (B) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (C) publicly disclose
the intention to do any of the foregoing, whether any such transaction described in clauses (A), (B) or (C) above is to be settled
by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (A), (B) or
(C), a “Prohibited Transfer”); provided, that at any time subsequent to the Closing Date, the Lock-up
Period shall end on the date on which Pubco completes a liquidation, merger, capital stock exchange, reorganization, bankruptcy or other
similar transaction that results in all of the outstanding Class A Pubco Ordinary Shares being converted into cash, securities or
other property.
(b) The
foregoing Section 1(a) shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (i) by
gift, will or intestate succession, virtue of laws of descent and distribution upon the death of Holder, (ii) to any Permitted Transferee
(defined below), (iii) pursuant to a qualified domestic relations order, divorce settlement, divorce decree, settlement agreement,
or other court order related to the distribution of assets in connection with the dissolution of marriage or civil union, (iv) to
Pubco to satisfy tax withholding obligations pursuant to Pubco’s equity incentive plans or arrangements, (v) to Pubco pursuant
to any contractual arrangement in effect at the Closing that provides for the repurchase by Pubco or forfeiture of the Restricted Securities,
(vi) which was acquired in open market transactions after the Closing, or (vii) in connection with any legal, regulatory or
other order; provided, however, that in any of cases (i), (ii) or (iii) it shall be a condition to such transfer
that the transferee executes and delivers to Pubco an agreement stating that the transferee is receiving and holding the Restricted Securities
subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities
except in accordance with this Agreement.
(c) As
used in this Agreement, the term “Permitted Transferee” shall mean: (i) the members of Holder’s immediate
family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any
of the following: such person’s spouse, domestic partner, the siblings of such person and his or her spouse, and the direct descendants
and ascendants (including adopted and step children and parents) of such person and his or her spouses and siblings), (ii) any trust
for the direct or indirect benefit of Holder or the immediate family of Holder, (iii) if Holder is a trust, to the trustor or beneficiary
of such trust or to the estate of a beneficiary of such trust, (iv) if Holder is an entity, as a distribution to limited partners,
shareholders, members of, or owners of similar equity interests in Holder by virtue of the laws of the jurisdiction of the Holder’s
organization and the Holder’s organizational documents upon the liquidation and dissolution of Holder or (v) to any affiliate
(as defined in Rule 405 under the Securities Act of 1933, as amended) of Holder. Holder further agrees to execute such agreements
as may be reasonably requested by Pubco that are consistent with the foregoing or that are necessary to give further effect thereto. Notwithstanding
the foregoing, a Holder may pledge its Restricted Securities to a third party during the Lock-up Period, provided, that the party
to whom the Restricted Securities are pledged acknowledges and agrees in writing that the Restricted Securities are subject to this Agreement
and that such third party shall not be entitled to enforce its rights and remedies with respect to the Restricted Securities, including,
without limitation, the right to vote, sell or take ownership of such Restricted Securities, until after the Lock-Up Period.
(d) If
any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be
null and void ab initio, and Pubco shall refuse to recognize any such purported transferee of the Restricted Securities as one of its
equity holders for any purpose. In order to enforce this Section 1, Pubco may impose stop-transfer instructions with respect
to the Restricted Securities of Holder (and Permitted Transferees and assigns thereof) until the end of the Lock-Up Period.
(e) During
the Lock-Up Period, each certificate evidencing any Restricted Securities shall be stamped or otherwise imprinted with a legend in substantially
the following form, in addition to any other applicable legends:
“THE SECURITIES REPRESENTED BY
THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF MAY 17, 2024, BY AND AMONG
THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH
LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
(f) For
the avoidance of any doubt, Holder shall retain all of its rights as a shareholder of Pubco with respect to the Restricted Securities
during the Lock-Up Period, including the right to vote any Restricted Securities, but subject to the obligations under the Business Combination
Agreement.
2. Miscellaneous.
(a) Termination
of Business Combination Agreement. This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this
Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein,
in the event that the Business Combination Agreement is terminated in accordance with its terms prior to the Closing, this Agreement shall
automatically terminate and become null and void, and the parties shall not have any rights or obligations hereunder.
(b) Binding
Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective permitted successors and assigns. This Agreement and all obligations of Holder and Purchaser are personal
to Holder and Purchaser, as applicable, and may not be transferred or delegated by Holder or Purchaser at any time. Pubco may freely assign
any or all of its rights under this Agreement, in whole or in part, to any successor entity (whether by merger, consolidation, equity
sale, asset sale or otherwise) without obtaining the consent or approval of Holder.
(c) Third
Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions
contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person or entity that is not
a party hereto or thereto or a successor or permitted assign of such a party.
(d) Governing
Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by
and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions
arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York,
New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits
to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought
by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action,
any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from
attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement
or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any
Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.
Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating
to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process
to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect
the right of any party to serve legal process in any other manner permitted by applicable law.
(e) WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (II) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION 2(e).
(f) Interpretation.
The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this
Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa;
(ii) “including” (and with correlative meaning “include”) means including without limiting the generality
of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”;
(iii) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement
shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement;
and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting
of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue
of the authorship of any provision of this Agreement.
(g) Notices. All notices, consents,
waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in
person, (ii) by electronic means (including email), with affirmative confirmation of receipt, (iii) one (1) Business Day
after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after
being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party at
the following addresses (or at such other address for a party as shall be specified by like notice):
|
If to Pubco, or to Purchaser after the Closing,
to:
c/o Youlife International Holdings Inc.
Unit C431, Changjiang Software Park
180 South Changjiang Road
Baoshan District, Shanghai, China
Attn: Gou Xiaolin
Telephone No.: +86 13822262173
E-mail: gouxiaolin@youlanw.com |
with a copy (which will not constitute notice)
to:
DLA Piper UK LLP
20th Floor, South Tower, Beijing Kerry Center
1 Guanghua Road
Chaoyang District, Beijing, China
Attn: Yang Ge, Esq.
James Chang, Esq.
Telephone No.: +86 10 8520 0600
Facsimile No.: +86 10 8520 0700
Email: yang.ge@dlapiper.com
james.chang@dlapiper.com |
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If to the Company, to:
Youlife International Holdings Inc.
Unit C431, Changjiang Software Park
180 South Changjiang Road
Baoshan District, Shanghai, China
Attn: Gou Xiaolin
Telephone No.: +86 13822262173
E-mail: gouxiaolin@youlanw.com |
With a copy to (which shall not constitute
notice):
DLA Piper UK LLP
20th Floor, South Tower, Beijing Kerry Center
1 Guanghua Road
Chaoyang District, Beijing, China
Attn: Yang Ge, Esq.
James Chang, Esq.
Telephone No.: +86 10 8520 0600
Facsimile No.: +86 10 8520 0700
Email: yang.ge@dlapiper.com
james.chang@dlapiper.com |
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If to Purchaser at or prior to the Closing, to:
Distoken Acquisition Corporation
Unit 1006, Block C, Jinshangjun Park
No. 2 Xiaoba Road, Panlong District
Kunming, Yunnan, China
Attn: Zhang Jian, Chief Executive Officer
Telephone No.: +86 871 63624579
E-mail: zhangjian@distoken.net |
With a copy to (which shall not constitute
notice):
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
U.S.A.
Attn: Richard I. Anslow, Esq.
Facsimile No.: (212) 370-7889
Telephone No.: (212) 370-1300
E-mail: ranslow@egsllp.com |
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If to Holder, to:
the address set forth below Holder’s name on the signature page to
this Agreement |
with a copy (which will not constitute notice)
to:
With respect to a holder of the Company’s
Securities:
DLA Piper UK LLP
20th Floor, South Tower, Beijing Kerry Center
1 Guanghua Road
Chaoyang District, Beijing, China
Attn: Yang Ge, Esq.
James Chang, Esq.
Telephone No.: +86 10 8520 0600
Facsimile No.: +86 10 8520 0700
Email: yang.ge@dlapiper.com
james.chang@dlapiper.com
With respect to a holder of Purchaser’s
Securities:
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
U.S.A.
Attn: Richard I. Anslow, Esq.
Facsimile No.: (212) 370-7889
Telephone No.: (212) 370-1300
E-mail: ranslow@egsllp.com |
(h) Amendments
and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally
or in a particular instance, and either retroactively or prospectively) only with the written consent of Pubco, the Company, the Purchaser
and Holder. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions
to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further
or continuing waiver of any such term, condition, or provision.
(i) Severability.
In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified
or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity,
legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity,
legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties will substitute for any invalid, illegal or unenforceable provision
a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid,
illegal or unenforceable provision.
(j) Specific
Performance. Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of
a breach of this Agreement by Holder, money damages will be inadequate and Pubco will have no adequate remedy at law, and agrees that
irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by Holder in accordance with
their specific terms or were otherwise breached. Accordingly, each of Pubco, the Company and Purchaser shall be entitled to an injunction
or restraining order to prevent breaches of this Agreement by Holder and to enforce specifically the terms and provisions hereof, without
the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other
right or remedy to which such party may be entitled under this Agreement, at law or in equity.
(k) Entire
Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with respect to the subject
matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly
canceled; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the
Business Combination Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing in this Agreement shall limit any of
the rights or remedies of Pubco, the Company and Purchaser or any of the obligations of Holder under any other agreement between Holder
and Pubco, the Company or Purchaser or any certificate or instrument executed by Holder in favor of Pubco, the Company or Purchaser, and
nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies of Pubco, the Company or Purchaser
or any of the obligations of Holder under this Agreement.
(l) Further Assurances. From
time to time, at another party’s request and without further consideration (but at the requesting party’s reasonable cost
and expense), each party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary
to consummate the transactions contemplated by this Agreement.
(m) Counterparts;
Electronic Delivery. This Agreement may also be executed and delivered by email in portable document format in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
{Remainder of Page Intentionally Left Blank;
Signature Pages Follow}
IN WITNESS WHEREOF, the parties have executed this Lock-Up Agreement
as of the date first written above.
| Pubco: |
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YOULIFE GROUP INC. |
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By: |
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| Name: WANG Yunlei |
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| Title: Director |
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Company: |
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YOULIFE INTERNATIONAL HOLDINGS INC. |
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By: |
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| Name: WANG Yunlei |
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| Title: Director |
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{Additional Signature on the Following Page}
IN
WITNESS WHEREOF, the parties have executed this Lock-Up Agreement as of the date first written above.
| Purchaser: |
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DISTOKEN ACQUISITION CORPORATION |
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By: |
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| Name: Jian Zhang |
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| Title: Chief Executive Officer |
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IN
WITNESS WHEREOF, the parties have executed this Lock-Up Agreement as of the date first written above.
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Exhibit 10.2
FORM OF
SHAREHOLDER SUPPORT AGREEMENT
This
Shareholder Support Agreement (this “Agreement”) is made and entered into as of May 17, 2024, by and among
(i) Youlife Group Inc., a Cayman Islands exempted company with registration number 408752 (“Pubco”),
(ii) Youlife International Holdings Inc., a Cayman Islands exempted company with registration number 348890 (the “Company”),
(iii) certain shareholders of the Company (each, a “Requisite Shareholder”), and (iv) Distoken Acquisition
Corporation, a Cayman Islands exempted company with incorporation number 363925 (the “Purchaser”). Pubco, the
Company, Purchaser, and the Requisite Shareholders are sometimes referred to herein as a “Party” and collectively
as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Business Combination Agreement (as defined below).
RECITALS
A. On
May 17, 2024, Purchaser, Pubco, Xiaosen Sponsor LLC, a Cayman Islands limited liability company, Youlife I Limited, a Cayman Islands
exempted company and a wholly-owned subsidiary of Pubco (“First Merger Sub”), Youlife II Limited, a Cayman Islands
exempted company and a wholly-owned subsidiary of Pubco (“Second Merger Sub”), and the Company entered into
a Business Combination Agreement (the “Business Combination Agreement”) pursuant to which, upon the terms and
subject to the conditions set forth therein: (a) First Merger Sub will merge with and into the Company (the “First Merger”),
with the Company surviving the First Merger as a wholly-owned subsidiary of Pubco and the outstanding shares of the Company being converted
into the right to receive shares of Pubco, and (b) one (1) Business Day following, and as part of the same overall transaction
as, the First Merger, Second Merger Sub will merge with and into Purchaser (the “Second Merger”, and together
with the First Merger, the “Mergers”), with Purchaser surviving the Second Merger as a wholly-owned subsidiary
of Pubco and the outstanding securities of Purchaser being converted into the right to receive shares of Pubco (the Mergers together with
the other transactions contemplated by the Business Combination Agreement, the “Transactions”).
B. The
Requisite Shareholders agree to enter into this Agreement with respect to all Company Ordinary Shares and/or Company Preferred Shares
(collectively, “Company Shares”) of which the Requisite Shareholders now or hereafter have beneficial ownership
(as such term is defined in Rule 13d-3 under the Exchange Act) and/or record ownership.
C. As
of the date hereof, the Requisite Shareholders are the owners of, and/or have voting power (including, without limitation, by proxy or
power of attorney) over, such number and class of Company Shares as are indicated opposite each of their names on Schedule A
attached hereto (all such Company Shares, together with any shares in the Company of which beneficial and/or record ownership and/or the
power to vote (including, without limitation, by proxy or power of attorney) is hereafter acquired by any such Requisite Shareholder (or
any securities convertible into or exercisable or exchangeable for Company Shares) during the period from the date hereof through the
Expiration Time are collectively referred to herein as the “Subject Shares”).
D. As
a condition to the willingness of Purchaser and the Company to enter into the Business Combination Agreement and as an inducement and
in consideration therefor, the Requisite Shareholders have agreed to enter into this Agreement.
E. Each
of the Parties has determined that it is in its best interest to enter into this Agreement.
NOW, THEREFORE, in consideration
of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, do hereby
agree as follows:
1. Definitions.
When used in this Agreement, the following terms in all of their tenses, cases and correlative forms shall have the meanings assigned
to them in this Section 1 or elsewhere in this Agreement.
“Expiration Time”
shall mean the earliest to occur of (a) the First Merger Effective Time, (b) such date and time as the Business Combination
Agreement shall be terminated in accordance with Section 10.1 thereof and (c) the mutual written agreement of Purchaser, the
Company and such Requisite Shareholder.
“Transfer” shall mean any sale, assignment,
encumbrance, pledge, hypothecation, disposition, loan or other transfer, or entry into any contract, agreement, option or other arrangement
or understanding with respect to any sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, in each
case directly or indirectly and voluntarily or involuntarily, of any interest owned by a person or any interest (including a beneficial
interest) in, or the ownership, control or possession of, any interest owned by a person, excluding entry into this Agreement and the
Business Combination Agreement and the consummation of the transactions contemplated hereby and thereby.
2. Agreement
to Retain the Subject Shares.
2.1 No
Transfer of Subject Shares. Until the Expiration Time, each Requisite Shareholder agrees not to (x) Transfer any Subject Shares
or (y) deposit any Subject Shares into a voting trust or enter into a voting agreement with respect to any Subject Shares or grant
any proxy (except as otherwise provided herein), consent or power of attorney with respect thereto (other than pursuant to this Agreement).
Notwithstanding the foregoing, (A) if a Requisite Shareholder is an individual, such Requisite Shareholder may Transfer any such
Subject Shares (i) to any member of such Requisite Shareholder’s immediate family, or to a trust for the benefit of such Requisite
Shareholder or any member of such Requisite Shareholder’s immediate family, the sole trustees of which are such Requisite Shareholder
or any member of such Requisite Shareholder’s immediate family, (ii) by will, other testamentary document or under the laws
of intestacy upon the death of such Requisite Shareholder, (iii) pursuant to a qualified domestic relations order or (iv) pursuant
to a charitable gift or contribution, (B) if a Requisite Shareholder is an entity, such Requisite Shareholder may Transfer any Subject
Shares to any partner, member, shareholder, or affiliate of such Requisite Shareholder in accordance with the terms of the Organizational
Documents of the Company, and (C) a Requisite Shareholder may Transfer any Subject Shares upon the consent of Purchaser; provided,
that in each case such transferee of such Subject Shares evidences in a writing, in form and substance reasonably satisfactory to Pubco,
Purchaser and the Company, such transferee’s agreement to be bound by and subject to all of the terms and provisions hereof to the
same effect as such transferring Requisite Shareholder, prior and as a condition to the occurrence of such Transfer.
2.2 Additional
Purchases. Until the Expiration Time, each Requisite Shareholder agrees that any Subject Shares that such Requisite Shareholder purchases,
that are issued to such Requisite Shareholder by the Company, that are otherwise hereinafter acquired by such Requisite Shareholder or
with respect to which such Requisite Shareholder otherwise acquires sole or shared voting power (including by proxy or power of attorney)
after the execution of this Agreement and prior to the Expiration Time, shall in each case be subject to the terms and conditions of this
Agreement to the same extent as if they were Subject Shares owned by such Requisite Shareholder as of the date hereof. Each of the Requisite
Shareholders agrees, while this Agreement is in effect, to notify Pubco, Purchaser and the Company promptly in writing (including by e-mail)
of the number of any additional Subject Shares acquired, or over which voting power is acquired, by such Requisite Shareholder, if any,
after the date hereof.
2.3 Unpermitted
Transfers. Any Transfer or attempted Transfer of any Subject Shares in violation of this Section 2 shall, to the fullest
extent permitted by applicable Law, be null and void ab initio.
3. Voting
of Subject Shares. Hereafter until the Expiration Time, each Requisite Shareholder hereby unconditionally and irrevocably agrees that,
at any meeting of the shareholders of the Company (or any adjournment or postponement thereof), and in any action by written consent of
the shareholders of the Company requested by the Organizational Documents of the Company or otherwise undertaken as contemplated by the
Transactions (which written consent shall be delivered promptly, and in any event not later than two (2) Business Days, after the
Company requests such delivery), such Requisite Shareholder shall: if a meeting is held, attend and appear at the meeting, in person or
by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and such Requisite
Shareholder shall vote all of the Subject Shares to which such Requisite Shareholder has sole or shared voting power and is entitled to
vote; and/or if a written consent or approval is requested, duly and promptly execute and provide such written consent or approval (or
cause to be voted or so consented or approved), in person or by proxy, in respect of all of its Subject Shares: (i) in favor of (a) the
First Merger, the Business Combination Agreement, the Ancillary Documents, any required amendments to the Company’s Organizational
Documents, and all of the other Transactions (and any actions required in furtherance thereof), (b) in favor of the other matters
set forth in the Business Combination Agreement (clauses (a) and (b) collectively, the “Company Shareholder Approval
Matters”), or if there are insufficient votes in favor of granting the approval of the Company Shareholder Approval Matters,
in favor of the adjournment or postponement of such meeting of the shareholders of the Company to a later date, (ii) in opposition
to, other than as contemplated by the Business Combination Agreement, (x) any material change in the present capitalization of the
Company or any amendment of the Company’s Organizational Documents, (y) any material change in the Company’s corporate
structure or business or (z) any proposal, offer, or submission with respect to an Acquisition Proposal or Alternative Transaction
(“Competing Transaction”) or the adoption of any agreement to enter into a Competing Transaction; and (iii) in
any other circumstances upon which a vote, consent or other approval with respect to the Company Shareholder Approval Matters is sought,
to vote, consent or approve (or cause to be voted, consented or approved) all of such Requisite Shareholder’s Subject Shares held
at such time in favor of the foregoing; provided, however, that such Requisite Shareholder shall not be required to vote
or provide consent or take any other action, in each case to the extent any such vote, consent or other action would preclude SEC registration
of the Pubco Ordinary Shares being issued to holders of Company Ordinary Shares as contemplated by the Business Combination Agreement.
4. Additional
Agreements.
4.1 No
Challenges. Each Requisite Shareholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions
necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Purchaser, First Merger
Sub, Second Merger Sub, Pubco, the Company or any of their respective successors or directors (a) challenging the validity of, or
seeking to enjoin the operation of, any provision of this Agreement or (b) alleging a breach of any fiduciary duty of any person
in connection with the evaluation, negotiation or entry into the Business Combination Agreement or any other agreement in connection with
the Transactions.
4.2 Further
Actions. Each Requisite Shareholder agrees, while this Agreement is in effect, not to take or omit to take, or agree to commit to
take or omit to take, any action that would make any representation and warranty of such Requisite Shareholder contained in this Agreement
inaccurate in any material respect. Each Requisite Shareholder further agrees that it shall use its reasonable best efforts to cooperate
with Purchaser and the Company to effect the transactions contemplated hereby and the Transactions, including to take or omit to take
such actions, and execute such agreements, as may be reasonably requested by Purchaser or the Company in connection with the transactions
contemplated hereby and the Transactions or that are necessary to give further effect thereto.
4.3 Consent
to Disclosure. Each Requisite Shareholder hereby consents to the publication and disclosure in the Proxy Statement (and, as and to
the extent otherwise required by applicable securities Laws or the SEC or any other securities authorities, any other documents or communications
provided by Purchaser, Pubco or the Company to any Governmental Authority or to securityholders of Purchaser) of such Requisite Shareholder’s
identity and beneficial ownership of the Subject Shares and the nature of such Requisite Shareholder’s commitments, arrangements
and understandings under and relating to this Agreement and, if deemed appropriate by Purchaser, Pubco or the Company, a copy of this
Agreement. Each Requisite Shareholder will promptly provide any information reasonably requested by Purchaser, Pubco or the Company for
any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the SEC).
4.4 Waiver
of Dissenters’ Rights. Each Requisite Shareholder hereby irrevocably waives, and agrees not to exercise or assert, any dissenters’
rights under Section 238 of the Companies Act (as Revised) of the Cayman Islands and any other similar statute in connection with
the Transactions and the Business Combination Agreement.
4.5 No
Redemption. Each of the Requisite Shareholders undertakes that, from the date hereof and until the termination of this Agreement,
it will not elect to cause the Company to redeem any Subject Shares now or at any time legally or beneficially owned by such Requisite
Shareholder (whether pursuant to the Organizational Documents of the Company, Law, contract or otherwise, notwithstanding such Requisite
Shareholder may have rights thereunder), or submit or surrender any of its Subject Shares for redemption.
4.6 New
Shares. In the event that prior to the Expiration Time (i) any equity securities of the Company are issued or otherwise distributed
to a Requisite Shareholder pursuant to any share dividend or distribution, or any change in any of the Subject Shares or other share capital
the Company by reason of any share subdivision, recapitalization, consolidation, exchange of shares or the like, (ii) a Requisite
Shareholder acquires legal or beneficial ownership of any Company Shares after the date of this Agreement, or (iii) a Requisite Shareholder
acquires the right to vote or share in the voting of any Company Shares after the date of this Agreement (collectively, the “New
Securities”), the term “Subject Shares” shall be deemed to refer to and include such New Securities
(including all such share dividends and distributions and any securities into which or for which any or all of the Subject Shares may
be changed or exchanged into).
4.7 Shareholders’
Consent, Authorization or Approval. Each Requisite Shareholder hereby irrevocably agrees and confirms that, insofar as (i) such
Requisite Shareholder’s consent, authorization or approval is required, or (ii) such Requisite Shareholder forms part of a
class of shareholders of the Company whose consent, authorization or approval is required, in any such case in respect of or in connection
with the Transactions, the Business Combination Agreement and the other transaction documents contemplated hereby and thereby, including
pursuant to the Organizational Documents of the Company, such Requisite Shareholder hereby grants, provides and gives such consent, authorization
or approval, and all specific resolutions that may be required to have been adopted by such Requisite Shareholder or class of shareholders
in connection with the Transactions, the Business Combination Agreement (as the Business Combination Agreement exists on the date hereof)
and the other transaction documents contemplated hereby and thereby (as such transaction documents exists on the date hereof), are hereby
deemed adopted and approved by such Requisite Shareholder (each as is in effect on the date hereof). For the avoidance of doubt, no Shareholder
is providing its consent, authorization or approval under this Section 4.7 with respect to any future amendment, modification
or supplement to the Business Combination Agreement or any other transaction document.
5. Representations
and Warranties of the Requisite Shareholders. Each Requisite Shareholder hereby, severally and not jointly, represents and warrants
to Purchaser, the Company and Pubco as follows:
5.1 Ownership
of the Company Shares. Such Requisite Shareholder is either (a) the owner of the Company Shares indicated on Schedule A
hereto opposite such Requisite Shareholder’s name, free and clear of any and all Liens, other than (i) those created by this
Agreement or (ii) as may be set forth in the Organizational Documents of the Company or (b) has the power to vote (including,
without limitation, by proxy or power of attorney) the Company Shares indicated on Schedule A hereto opposite such Requisite Shareholder’s
name. Such Requisite Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2.1
hereof, will have until the Expiration Time, sole voting power (including the right to control such vote as contemplated herein), power
of disposition, power to issue instructions with respect to the matters set forth in this Agreement and power to agree to all of the matters
applicable to such Requisite Shareholder set forth in this Agreement, in each case, over all Subject Shares. As of the date hereof, such
Requisite Shareholder does not own any other voting securities of the Company or have the power to vote (including by proxy or power of
attorney) any other voting securities of the Company other than the Company Shares set forth on Schedule A opposite such Requisite
Shareholder’s name. As of the date hereof, such Requisite Shareholder does not own any rights to purchase or acquire (i) any
other equity securities of the Company or (ii) the power to vote any other voting securities of the Company, in each case except
as set forth on Schedule A opposite such Requisite Shareholder’s name. There are no claims for finder’s fees or brokerage
commissions or other like payments in connection with this Agreement or the transactions contemplated hereby payable by such Requisite
Shareholder pursuant to arrangements made by such Requisite Shareholder.
5.2 Absence
of Other Voting Agreement. Except for this Agreement and as set forth on Schedule 5.2, such Requisite Shareholder has not:
(a) entered into any voting agreement, voting trust or similar agreement with respect to any Subject Shares or other equity securities
of the Company owned by such Requisite Shareholder or (b) granted any proxy, consent or power of attorney with respect to any Subject
Shares or other equity securities of the Company owned by such Requisite Shareholder (other than as contemplated by this Agreement).
5.3 Due
Authority. Such Requisite Shareholder has the full power and authority to make, enter into and carry out the terms of this Agreement.
This Agreement has been duly and validly executed and delivered by such Requisite Shareholder (and, if such Requisite Shareholder is married
and any of such Requisite Shareholder’s Subject Shares constitute community property or otherwise need spousal or other approval
for this Agreement to be valid and binding, such Requisite Shareholder’s spouse), and constitutes a valid and binding agreement
of such Requisite Shareholder enforceable against it in accordance with its terms (except as such enforceability may be limited by bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditor’s
rights, and to general equitable principles).
5.4 No
Conflict; Consents.
(a) The
execution and delivery of this Agreement by such Requisite Shareholder does not, and the performance by such Requisite Shareholder of
the obligations under this Agreement and the compliance by such Requisite Shareholder with the provisions hereof do not and will not:
(i) conflict with or violate any Law applicable to such Requisite Shareholder, (ii) contravene or conflict with, or result in
any violation or breach of, any provision of any charter, certificate of incorporation, limited liability company agreement, certificate
of formation, articles of association, by-laws, operating agreement or similar formation or governing documents and instruments of such
Requisite Shareholder, as applicable, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse
of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of,
or result in the creation of a Lien on any of the Subject Shares owned by such Requisite Shareholder pursuant to any contract or agreement
to which such Requisite Shareholder is a party or by which such Requisite Shareholder is bound, except in the case of clause (i) or
(iii) as would not reasonably be expected, either individually or in the aggregate, to materially impair the ability of such Requisite
Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby.
(b) No
consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any other person
is required by or with respect to such Requisite Shareholder in connection with the execution and delivery of this Agreement or the consummation
by such Requisite Shareholder of the transactions contemplated hereby. If such Requisite Shareholder is a natural person, no consent of
such Requisite Shareholder’s spouse is necessary under any “community property” or other Laws in order for such Requisite
Shareholder to enter into and perform its obligations under this Agreement.
5.5 Absence
of Litigation. As of the date hereof, there is no Action pending or, to the knowledge of such Requisite Shareholder, threatened, against
such Requisite Shareholder that would reasonably be expected to impair the ability of such Requisite Shareholder to perform such Requisite
Shareholder’s obligations hereunder or to consummate the transactions contemplated hereby.
5.6 Reliance
by Purchaser, the Company and Pubco. Such Requisite Shareholder understands and acknowledges that each of Purchaser, the Company and
Pubco is entering into the Business Combination Agreement in reliance upon such Requisite Shareholder’s execution and delivery of
this Agreement.
5.7 Requisite
Shareholder Has Adequate Information. Such Requisite Shareholder is a sophisticated shareholder and has adequate information concerning
the business and financial condition of Purchaser and the Company to make an informed decision regarding this Agreement and the Transactions,
and has independently, without reliance upon Purchaser or the Company, and based on such information as such Requisite Shareholder has
deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Requisite Shareholder acknowledges that none
of Purchaser or the Company has made or makes any representation or warranty, whether express or implied, of any kind or character with
respect to the matters covered herein, in each case except as expressly set forth in this Agreement. Such Requisite Shareholder acknowledges
that the agreements contained herein with respect to the Subject Shares held by such Requisite Shareholder are irrevocable.
6. Termination.
This Agreement shall terminate upon the Expiration Time. The termination of this Agreement shall not relieve any party from any liability
arising in respect of any willful and material breach of this Agreement prior to such termination.
7. Miscellaneous.
7.1 Further
Assurances. From time to time, at another Party’s request and without further consideration, each Party shall execute and deliver
such additional documents and take all such further action as may be reasonably necessary or desirable to consummate the transactions
contemplated by this Agreement.
7.2 Fees
and Expenses. Each of the Parties shall be responsible for its own fees and expenses (including, the fees and expenses of investment
bankers, accountants and counsel) in connection with the entering into of this Agreement and the consummation of the transactions contemplated
hereby; provided that the fees and expenses of the Company Purchaser shall be allocated as set forth in Section 10.3 of the
Business Combination Agreement.
7.3 No
Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Purchaser, Pubco, the First Merger Sub or the Second
Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to any Subject Shares.
7.4 Amendments,
Waivers. This Agreement may not be amended except by an instrument in writing signed by each of the Parties hereto. At any time prior
to the Expiration Time,
(a) Purchaser
may (i) extend the time for the performance of any obligation or other act of any Requisite Shareholder, (ii) waive any inaccuracy
in the representations and warranties of each Requisite Shareholder contained herein or in any document delivered by any Requisite Shareholder
pursuant hereto and (iii) waive compliance with any agreement of each Requisite Shareholder or any condition to their obligations
contained herein and any such extension or waiver shall be valid if set forth in an instrument in writing signed by Purchaser;
(b) the
Requisite Shareholders may (i) extend the time for the performance of any obligation or other act of Purchaser or the Company, (ii) waive
any inaccuracy in the representations and warranties of Purchaser or the Company contained herein or in any document delivered by Purchaser
or the Company pursuant hereto and (iii) waive compliance with any agreement of Purchaser or the Company or any condition to their
obligations contained herein.
7.5 Notices.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed
to have been duly given upon receipt) by delivery in person, by email or by registered or certified mail (postage prepaid, return receipt
requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice
given in accordance with this Section 7.5):
if
to Purchaser:
Distoken Acquisition Corporation
Unit 1006, Block C, Jinshangjun Park
No. 2 Xiaoba Road, Panlong District
Kunming, Yunnan, China
Attn:
Zhang Jian, Chief Executive Officer
Telephone
No.: +86 871 63624579
Email:
zhangjian@distoken.net
with copies (which shall not
constitute notice) to:
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
U.S.A.
Attn:
Richard I. Anslow, Esq.
Facsimile No.: +1 (212) 370-7889
Telephone No.: +1 (212) 370-1300
Email:
ranslow@egsllp.com
if
to the Company or Pubco:
Youlife International Holdings Inc.
Unit C431, Changjiang Software Park
180 South Changjiang Road
Baoshan District, Shanghai, China
Attn: Gou Xiaolin
Telephone No.: +86 13822262173
E-mail: gouxiaolin@youlanw.com
with copies (which shall not
constitute notice) to:
DLA Piper LLP
20th Floor, South Tower, Beijing Kerry
Center
1 Guanghua Road
Chaoyang District
Beijing 100020
China
Attn: Yang Ge
James Chang
Telephone No.: +86 10 8520 0616
+86 10 8520 0608
Email: yang.ge@dlapiper.com
james.chang@dlapiper.com
if to any Requisite Shareholder,
to the address for notice set forth on Schedule A hereto.
7.6 Headings.
The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the
meaning or interpretation of this Agreement.
7.7 Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic
or legal substance of the transactions contemplated hereby or any of the other Transactions is not affected in any manner materially adverse
to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties
shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a
mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to
the fullest extent possible.
7.8 Entire
Agreement; Assignment. This Agreement and the schedules hereto (together with each transaction document in connection with the Transactions
to which the Parties hereto are parties, to the extent referred to herein) constitute the entire agreement among the Parties with respect
to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the Parties, or any of
them, with respect to the subject matter hereof. Except for transfers permitted by Section 2.1, this Agreement shall not be
assigned (whether pursuant to a merger, by operation of law or otherwise) by any Party without the prior express written consent of the
other Parties hereto.
7.9 Certificates.
Promptly following the date of this Agreement, the Company shall advise its transfer agent in writing that each Requisite Shareholder’s
Subject Shares are subject to the restrictions set forth herein and, in connection therewith, provide the transfer agent of the Company,
as applicable, in writing with such information as is reasonable to ensure compliance with such restrictions.
7.10 Parties
in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party, and nothing in this Agreement, express
or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement.
7.11 Interpretation.
(a) Unless
the context of this Agreement otherwise requires, (i) words of any gender include each other gender, (ii) words using the singular
or plural number also include the plural or singular number, respectively, (iii) the definitions contained in this agreement are
applicable to the other grammatical forms of such terms, (iv) the terms “hereof,” “herein,” “hereby,”
“hereto” and derivative or similar words refer to this entire Agreement, (v) the terms “Section” and “Schedule”
refer to the specified Section or Schedule of or to this Agreement, (vi) the word “including” means “including
without limitation,” (vii) the word “or” shall be disjunctive but not exclusive, (viii) the word “person”
means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including, without limitation,
a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political
subdivision, agency or instrumentality of a government, and references to a person are also to its permitted successors and assigns, (ix),
an “affiliate” of a specified person means a person who, directly or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with, such specified person, (x) references to agreements and other documents shall
be deemed to include all subsequent amendments and other modifications thereto and references to any Law shall include all rules and
regulations promulgated thereunder and (xi) references to any Law shall be construed as including all statutory, legal, and regulatory
provisions consolidating, amending or replacing such Law.
(b) The
language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent and no rule of
strict construction shall be applied against any Party.
7.12 Governing
Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York applicable to contracts
executed in and to be performed in that State. All legal actions and proceedings arising out of or relating to this Agreement shall be
heard and determined exclusively in any federal and state courts located in the City of New York, Borough of Manhattan (the “Specified
Courts”). The Parties hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid Specified Courts for
themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement
brought by any Party, and (b) agree not to commence any Action relating thereto except in the Specified Courts, other than Actions
in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such Specified Courts. Each of the Parties
further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument
that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way
of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the transactions contemplated
hereby any claim (a) that it is not personally subject to the jurisdiction of the Specified Courts for any reason, (b) that
it or its property is exempt or immune from jurisdiction of any such Specified Court or from any legal process commenced in such Specified
Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment
or otherwise) and (c) that (i) the Action in any such Specified Court is brought in an inconvenient forum, (ii) the venue
of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such Specified Courts.
7.13 Specific
Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance
with the terms hereof, and, accordingly, that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this
Agreement or to enforce specifically the performance of the terms and provisions hereof in the Specified Courts without proof of actual
damages or otherwise, in addition to any other remedy to which they are entitled at law or in equity as expressly permitted in this Agreement.
Each of the Parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate
and (b) any requirement under any Law to post security or a bond as a prerequisite to obtaining equitable relief.
7.14 WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.14.
7.15 Counterparts;
Electronic Delivery. This Agreement may be executed and delivered (including by facsimile or portable document format (.pdf) transmission)
in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed
to be an original but all of which taken together shall constitute one and the same agreement. Delivery by email to counsel for the other
Parties of a counterpart executed by a Party shall be deemed to meet the requirements of the previous sentence.
7.16 Directors
and Officers. Nothing in this Agreement shall be construed to impose any obligation or limitation on votes or actions taken by any
director, officer, employee, agent, designee or other representative of any Requisite Shareholder or by any Requisite Shareholder that
is a natural person, in each case, in his or her capacity as a director or officer of the Company or any of its Subsidiaries. Each Requisite
Shareholder is executing this Agreement solely in such capacity as a record or beneficial holder of Company Shares.
[Remainder of Page Intentionally Left Blank]
In witness whereof, the Parties hereto have caused this Agreement to
be executed as of the date first set forth above.
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PURCHASER: |
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DISTOKEN ACQUISITION CORPORATION |
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By: |
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Name: Jian Zhang |
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Title: Chief Executive Officer |
In witness whereof, the Parties hereto have caused this Agreement to
be executed as of the date first set forth above.
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COMPANY: |
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YOULIFE INTERNATIONAL HOLDINGS INC. |
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By: |
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Name: WANG Yunlei |
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Title: Director |
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PUBCO: |
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YOULIFE GROUP INC. |
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By: |
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Name: WANG Yunlei |
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Title: Director |
In witness whereof, the Parties hereto have caused this Agreement to
be executed as of the date first set forth above.
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REQUISITE SHAREHOLDERS: |
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[__________________] |
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By: |
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Name: |
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Title: |
In witness whereof, the Parties
hereto have caused this Agreement to be executed as of the date first set forth above.
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REQUISITE SHAREHOLDERS: |
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[__________________] |
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By: |
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Name: |
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Title: |
Exhibit 10.3
FORM OF
NON-COMPETITION AND NON-SOLICITATION AGREEMENT
THIS NON-COMPETITION AND
NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of May 17, 2024, by the
undersigned security holder of the Company (as defined below) (the “Subject Party”) in favor of and for the
benefit of Youlife Group Inc., a Cayman Islands exempted company (“Pubco”), Distoken Acquisition Corporation,
a Cayman Islands exempted company (together with its successors, including the Surviving Entity (as defined in the Business Combination
Agreement), the “Purchaser”), Youlife International Holdings Inc., a Cayman Islands exempted company
(the “Company”), and each of Pubco’s, Purchaser’s and/or the Company’s present and future
Affiliates, successors and direct and indirect Subsidiaries (including the Company) (collectively with Pubco, Purchaser and the Company,
the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning
ascribed to such term in the Business Combination Agreement.
WHEREAS,
on May 17, 2024, (i) Purchaser, (ii) Xiaosen Sponsor LLC, a Cayman Islands limited liability company, (iii) Pubco,
(iv) Youlife I Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“First Merger Sub”),
(v) Youlife II Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Second Merger Sub”),
and (vi) the Company entered into that certain Business Combination Agreement (as amended from time to time in accordance with the
terms thereof, the “Business Combination Agreement”), pursuant to which, subject to the terms and conditions
thereof, among other matters, (a) First Merger Sub will merge with and into the Company (the “First Merger”),
with the Company continuing as the surviving company of the First Merger and a wholly-owned subsidiary of Pubco and the outstanding shares
of the Company being converted into the right to receive shares of Pubco, and (b) one business day following, and as part of the
same overall transaction as the First Merger, Second Merger Sub will merge with and into Purchaser (the “Second Merger”),
with Purchaser surviving the Second Merger as a wholly-owned subsidiary of Pubco and with the holders of Purchaser’s securities
receiving securities of Pubco, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in
accordance with the provisions of applicable law;
WHEREAS,
the Company (and after the First Merger, Pubco), directly and indirectly through its Subsidiaries, engages in the business of professional
employer services (including as a professional employer organization or as an employer of record), recruitment services, localized outsourcing
services, and localized customer service services (the “Business”);
WHEREAS, in connection with,
and as a condition to the execution and delivery of the Business Combination Agreement and the consummation of the First Merger, the
Second Merger and the other transactions contemplated thereby (collectively, the “Transactions”), and to enable
Pubco and Purchaser to secure more fully the benefits of the Transactions, including the protection and maintenance of the goodwill and
confidential information of the Company, Pubco and their respective Subsidiaries, each of Pubco and Purchaser has required that the Subject
Party enter into this Agreement;
WHEREAS, the Subject Party
is entering into this Agreement in order to induce Pubco, Purchaser and the Company to enter into the Business Combination Agreement
and consummate the Transactions, pursuant to which the Subject Party will directly or indirectly receive a material benefit; and
WHEREAS, the Subject Party,
as a former and/or current shareholder, director, officer and/or employee of the Company or its Subsidiaries (and after the First Merger,
Pubco), has contributed to the value of the Company and its Subsidiaries and has obtained extensive and valuable knowledge and confidential
information concerning the business of the Company and its Subsidiaries (and after the First Merger, Pubco).
NOW, THEREFORE, in order
to induce Pubco, Purchaser and the Company to enter into the Business Combination Agreement and consummate the Transactions, and for
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Subject Party hereby agrees as
follows:
1. Restriction
on Competition.
(a) Restriction.
The Subject Party hereby agrees that during the period from the Closing until the three (3) year anniversary of the Closing Date
(such period, the “Restricted Period”), the Subject Party will not, and will cause its Affiliates not to, without
the prior written consent of Pubco (which may be withheld in its sole discretion), anywhere in the People’s Republic of China,
in Hong Kong S.A.R. or in any other markets in which the Covered Parties are engaged, or are actively contemplating to become engaged,
in the Business as of the Closing Date or during the Restricted Period (the “Territory”), directly or indirectly
engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management,
financing or control of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, advisor or
representative of, a business or entity (other than a Covered Party) that engages in the Business (a “Competitor”).
Notwithstanding the foregoing, the Subject Party and its Affiliates may own passive investments of no more than three percent (3%) of
any class of outstanding equity interests in a Competitor that is publicly traded, so long as the Subject Party and its Affiliates and
immediate family members are not directly or indirectly involved in the management or control of such Competitor (“Permitted
Ownership”).
(b) Acknowledgment.
The Subject Party acknowledges and agrees, based upon the advice of legal counsel and/or the Subject Party’s own education, experience
and training, that (i) the Subject Party possesses knowledge of confidential information of the Covered Parties and the Business,
(ii) the Subject Party’s execution of this Agreement is a material inducement to Purchaser and Pubco to enter into the Business
Combination Agreement and consummate the Transactions and to realize the goodwill of the Company and its Subsidiaries, for which the
Subject Party and/or its Affiliates will receive a substantial direct or indirect financial benefit, and that Purchaser and Pubco would
not have entered into the Business Combination Agreement or consummated the Transactions but for the Subject Party’s agreements
set forth in this Agreement; (iii) it would impair the goodwill of the Covered Parties and reduce the value of the assets of the
Covered Parties and cause serious and irreparable injury if the Subject Party and/or its Affiliates were to use their ability and knowledge
by engaging in the Business in competition with a Covered Party, and/or to otherwise breach the obligations contained herein and that
the Covered Parties would not have an adequate remedy at law because of the unique nature of the Business, (iv) the Subject Party
and its Affiliates have no intention of engaging in the Business (other than through the Covered Parties) during the Restricted Period
other than through Permitted Ownership, (v) the relevant public policy aspects of restrictive covenants, covenants not to compete
and non-solicitation provisions have been discussed, and every effort has been made to limit the restrictions placed upon the Subject
Party to those that are reasonable and necessary to protect the Covered Parties’ legitimate interests, (vi) the Covered Parties
conduct and intend to conduct the Business everywhere in the Territory and compete with other businesses that are or could be located
in any part of the Territory, (vii) the foregoing restrictions on competition are fair and reasonable in type of prohibited activity,
geographic area covered, scope and duration, (viii) the consideration provided to the Subject Party under this Agreement and the
Business Combination Agreement is not illusory, and (ix) such provisions do not impose a greater restraint than is necessary to
protect the goodwill or other business interests of the Covered Parties.
2. No
Solicitation; No Disparagement.
(a) No
Solicitation of Employees and Consultants. The Subject Party agrees that, during the Restricted Period, the Subject Party will not
and will not permit its Affiliates to, without the prior written consent of Pubco (which may be withheld in its sole discretion), either
on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of its duties on behalf
of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise
any Covered Personnel (as defined below); (ii) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of
the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered
Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered
Party; provided, however, the Subject Party and its Affiliates will not be deemed to have violated this Section 2(a) if
any Covered Personnel voluntarily and independently solicits an offer of employment from the Subject Party or its Affiliate (or other
Person whom any of them is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf
of the Subject Party or its Affiliate (or such other Person whom any of them is acting on behalf of) that is not targeted at such Covered
Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered
Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties
as of the date of the relevant act prohibited by this Section 2(a) or during the one (1) year period preceding
such date, excluding with respect to consultants and independent contractors any professional service providers.
(b) Non-Solicitation
of Customers and Suppliers. The Subject Party agrees that, during the Restricted Period, the Subject Party will not and it will not
permit its Affiliates to, without the prior written consent of Pubco (which may be withheld in its sole discretion), individually or
on behalf of any other Person (other than, if applicable, a Covered Party in the performance of the Subject Party’s duties on behalf
of the Covered Parties), directly or indirectly: (i) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any
of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or customer of any Covered
Party with respect to the Business or (B) reduce the amount of business of such Covered Customer with any Covered Party, or otherwise
alter such business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating to the Business;
(ii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party
and any Covered Customer; (iii) divert any business with any Covered Customer relating to the Business from a Covered Party; (iv) solicit
for business, provide services to, engage in or do business with, any Covered Customer for products or services that are part of the
Business; or (v) interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor, supplier, distributor,
agent or other service provider of a Covered Party at the time of such interference or disruption, for a purpose competitive with a Covered
Party as it relates to the Business. For purposes of this Agreement, a “Covered Customer” shall mean any Person
who is or was an actual customer or client (or prospective customer or client with whom a Covered Party actively marketed or made or
taken specific action to make a proposal) of a Covered Party as of the date of the relevant act prohibited by this Section 2(b) or
during the one (1) year period preceding such date.
(c) Non-Disparagement.
The Subject Party agrees that from and after the Closing until the second (2nd) anniversary of the end of the Restricted Period,
the Subject Party will not, and will not permit its Affiliates to, directly or indirectly engage in any conduct that involves the making
or publishing (including through electronic mail distribution or online social media) of any written or oral statements or remarks (including
the repetition or distribution of derogatory rumors, allegations, negative reports or comments) that are disparaging, deleterious or
damaging to the integrity, reputation or goodwill of one or more Covered Parties or their respective management, officers, employees,
independent contractors or consultants. Notwithstanding the foregoing, subject to Section 3 below, the provisions of this
Section 2(c) shall not restrict the Subject Party from providing truthful testimony or information in response to a
subpoena or investigation by a Governmental Authority or in connection with any legal action by the Subject Party or its Affiliate against
any Covered Party under this Agreement, the Business Combination Agreement or any other Ancillary Document that is asserted by the Subject
Party or its Affiliate in good faith.
3. Confidentiality.
During the Restricted Period and for a period of two (2) years thereafter, the Subject Party will, and will cause its
Representatives to, keep confidential and not (except, if applicable, in the performance of its duties on behalf of the Covered Parties)
directly or indirectly use, disclose, reveal, publish, transfer or provide access to, any and all Covered Party Information without the
prior written consent of Pubco (which may be withheld in its sole discretion). As used in this Agreement, “Covered Party
Information” means all material and information relating to the business, affairs and assets of any Covered Party, including
material and information that concerns or relates to such Covered Party’s bidding and proposal, technical information, computer
hardware or software, administrative, management, operational, data processing, financial, marketing, sales, human resources, business
development, planning and/or other business activities, regardless of whether such material and information is maintained in physical,
electronic, or other form, that is: (A) gathered, compiled, generated, produced or maintained by such Covered Party through its
Representatives, or provided to such Covered Party by its suppliers, service providers or customers; and (B) intended and maintained
by such Covered Party or its Representatives, suppliers, service providers or customers to be kept in confidence. The obligations set
forth in this Section 3 will not apply to any Covered Party Information where the Subject Party can prove that such material
or information: (i) is known or available through other lawful sources not bound by a confidentiality agreement with, or other confidentiality
obligation to, any Covered Party; (ii) is or becomes publicly known through no violation of this Agreement or other non-disclosure
obligation of the Subject Party or any of its Representatives; (iii) is already in the possession of the Subject Party at the time
of disclosure through lawful sources not bound by a confidentiality agreement or other confidentiality obligation as evidenced by the
Subject Party’s documents and records; or (iv) is required to be disclosed pursuant to an order of any administrative body
or court of competent jurisdiction (provided that (A) the applicable Covered Party is given reasonable prior written notice, (B) the
Subject Party cooperates (and causes its Representatives to cooperate) with any reasonable request of any Covered Party to seek to prevent
or narrow such disclosure and (C) if after compliance with clauses (A) and (B) such disclosure is still required, the
Subject Party and its Representatives only disclose such portion of the Covered Party Information that is expressly required by such
order, as it may be subsequently narrowed).
4. Representations
and Warranties. The Subject Party hereby represents and warrants, to and for the benefit of the Covered Parties as of the
date of this Agreement and as of the Closing Date, that: (a) the Subject Party has full power and capacity to execute and deliver,
and to perform all of the Subject Party’s obligations under, this Agreement; and (b) neither the execution and delivery of
this Agreement nor the performance of the Subject Party’s obligations hereunder will result directly or indirectly in a violation
or breach of any agreement or obligation by which the Subject Party is a party or otherwise bound. By entering into this Agreement, the
Subject Party certifies and acknowledges that the Subject Party has carefully read all of the provisions of this Agreement, and that
the Subject Party voluntarily and knowingly enters into this Agreement.
5. Remedies.
The covenants and undertakings of the Subject Party contained in this Agreement relate to matters which are of a special,
unique and extraordinary character and a violation of any of the terms of this Agreement may cause irreparable injury to the Covered
Parties, the amount of which may be impossible to estimate or determine and which cannot be adequately compensated. The Subject Party
agrees that, in the event of any breach or threatened breach by the Subject Party of any covenant or obligation contained in this Agreement,
each applicable Covered Party will be entitled to obtain the following remedies (in addition to, and not in lieu of, any other remedy
at law or in equity or pursuant to the Business Combination Agreement or the other Ancillary Documents that may be available to the Covered
Parties, including monetary damages), and a court of competent jurisdiction may award: (i) an injunction, restraining order or other
equitable relief restraining or preventing such breach or threatened breach, without the necessity of proving actual damages or that
monetary damages would be insufficient or posting bond or security, which the Subject Party expressly waives; and (ii) recovery
of the Covered Party’s attorneys’ fees and costs incurred in enforcing the Covered Party’s rights under this Agreement.
The Subject Party hereby consents to the award of any of the above remedies to the applicable Covered Party in connection with any such
breach or threatened breach. The Subject Party hereby acknowledges and agrees that in the event of any breach of this Agreement, any
value attributed or allocated to this Agreement (or any other non-competition agreement with the Subject Party) under or in connection
with the Business Combination Agreement shall not be considered a measure of, or a limit on, the damages of the Covered Parties.
6. Survival
of Obligations. The expiration of the Restricted Period will not relieve the Subject Party of any obligation or liability
arising from any breach by the Subject Party of this Agreement during the Restricted Period. The Subject Party further agrees that the
time period during which the covenants contained in Sections 1, 2 and 3 and of this Agreement will be effective
will be computed by excluding from such computation any time during which the Subject Party is in violation of any provision of such
Sections.
7. Miscellaneous.
(a) Notices.
All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when
delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii) one
Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business
Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable
party at the following addresses (or at such other address for a party as shall be specified by like notice):
If to Purchaser prior to the Closing, to:
Distoken Acquisition Corporation
Unit 1006, Block C, Jinshangjun Park
No. 2 Xiaoba Road, Panlong District
Kunming, Yunnan, China
Attn: Zhang Jian, Chief Executive Officer
Telephone No.: +86 871 63624579
E-mail: zhangjian@distoken.net |
with a copy (that will not constitute notice) to:
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
U.S.A.
Attn: Richard I. Anslow, Esq.
Facsimile No.: (212) 370-7889
Telephone No.: (212) 370-1300
E-mail: ranslow@egsllp.com |
If to the Company or Pubco prior to the Closing, to:
Youlife International Holdings Inc.
Unit C431, Changjiang Software Park
180 South Changjiang Road
Baoshan District, Shanghai, China
Attn: Gou Xiaolin
Telephone No.: +86 13822262173
E-mail: gouxiaolin@youlanw.com |
with a copy (that will not constitute notice) to:
DLA Piper UK LLP
20th Floor, South Tower, Beijing Kerry Center
1 Guanghua Road
Chaoyang District, Beijing, China
Attn: Yang Ge, Esq.
James Chang, Esq.
Telephone No.: +86 10 8520 0600
Facsimile No.: +86 10 8520 0700
Email: yang.ge@dlapiper.com
james.chang@dlapiper.com |
If to Purchaser, Pubco, the Company or any other Covered Party
from or after the Closing, to:
Youlife International Holdings Inc.
Unit C431, Changjiang Software Park
180 South Changjiang Road
Baoshan District, Shanghai, China
Attn: Gou Xiaolin
Telephone No.: +86 13822262173
E-mail: gouxiaolin@youlanw.com
|
with a copy (that will not constitute notice) to:
DLA Piper UK LLP
20th Floor, South Tower, Beijing Kerry Center
1 Guanghua Road
Chaoyang District, Beijing, China
Attn: Yang Ge, Esq.
James Chang, Esq.
Telephone No.: +86 10 8520 0600
Facsimile No.: +86 10 8520 0700
Email: yang.ge@dlapiper.com
james.chang@dlapiper.com
and
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
U.S.A.
Attn: Richard I. Anslow, Esq.
Facsimile No.: (212) 370-7889
Telephone No.: (212) 370-1300
E-mail: ranslow@egsllp.com
|
If
to the Subject Party, to:
the address below the Subject Party’s name on the signature page to this Agreement. |
(b) Integration
and Non-Exclusivity. This Agreement, the Business Combination Agreement and the other Ancillary Documents contain the entire agreement
between the Subject Party and the Covered Parties concerning the subject matter hereof. Notwithstanding the foregoing, the rights and
remedies of the Covered Parties under this Agreement are not exclusive of or limited by any other rights or remedies which they may have,
whether at law, in equity, by contract or otherwise, all of which will be cumulative (and not alternative). Without limiting the generality
of the foregoing, the rights and remedies of the Covered Parties, and the obligations and liabilities of the Subject Party and its Affiliates,
under this Agreement, are in addition to their respective rights, remedies, obligations and liabilities (i) under the laws of unfair
competition, misappropriation of trade secrets, or other requirements of statutory or common law, or any applicable rules and regulations
and (ii) otherwise conferred by contract, including the Business Combination Agreement and any other written agreement between the
Subject Party or its Affiliate and any of the Covered Parties. Nothing in the Business Combination Agreement will limit any of the obligations,
liabilities, rights or remedies of the Subject Party or the Covered Parties under this Agreement, nor will any breach of the Business
Combination Agreement or any other agreement between the Subject Party or its Affiliate and any of the Covered Parties limit or otherwise
affect any right or remedy of the Covered Parties under this Agreement. If any term or condition of any other agreement between the Subject
Party or its Affiliate and any of the Covered Parties conflicts or is inconsistent with the terms and conditions of this Agreement, the
more restrictive terms will control as to the Subject Party or its Affiliate, as applicable.
(c) Severability;
Reformation. Each provision of this Agreement is separable from every other provision of this Agreement. If any provision of this
Agreement is found or held to be invalid, illegal or unenforceable, in whole or in part, by a court of competent jurisdiction, then (i) such
provision will be deemed amended to conform to applicable laws so as to be valid, legal and enforceable to the fullest possible extent,
(ii) the invalidity, illegality or unenforceability of such provision will not affect the validity, legality or enforceability of
such provision under any other circumstances or in any other jurisdiction, and (iii) the invalidity, illegality or unenforceability
of such provision will not affect the validity, legality or enforceability of the remainder of such provision or the validity, legality
or enforceability of any other provision of this Agreement. The Subject Party and the Covered Parties will substitute for any invalid,
illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable,
the intent and purpose of such invalid, illegal or unenforceable provision. Without limiting the foregoing, if any court of competent
jurisdiction determines that any part hereof is unenforceable because of the duration, geographic area covered, scope of such provision,
or otherwise, such court will have the power to reduce the duration, geographic area covered or scope of such provision, as the case
may be, and, in its reduced form, such provision will then be enforceable. The Subject Party will, at a Covered Party’s request,
join such Covered Party in requesting that such court take such action.
(d) Amendment;
Waiver. This Agreement may not be amended or modified in any respect, except by a written agreement executed by the Subject Party,
Pubco, and Purchaser. No waiver will be effective unless it is expressly set forth in a written instrument executed by the waiving party
and any such waiver will have no effect except in the specific instance in which it is given. Any delay or omission by a party in exercising
its rights under this Agreement, or failure to insist upon strict compliance with any term, covenant, or condition of this Agreement
will not be deemed a waiver of such term, covenant, condition or right, nor will any waiver or relinquishment of any right or power under
this Agreement at any time or times be deemed a waiver or relinquishment of such right or power at any other time or times.
(e) Governing
Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws (both substantive and
procedural) of the State of New York. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively
in the federal or state courts located in the City of New York, Borough of Manhattan (collectively, the “Specified Courts”).
Each Party hereto hereby (a) submits to the exclusive personal and subject matter jurisdiction of any Specified Court for the purpose
of any Action arising out of or relating to this Agreement brought by any Party hereto and (b) irrevocably waives, and agrees not
to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject to the personal or subject matter
jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought
in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may
not be enforced in or by any Specified Court. Each Party agrees that a final judgment in any Action shall be conclusive and may be enforced
in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service
of the summons and complaint and any other process in any other Action relating to the transactions contemplated by this Agreement, on
behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in
Section 7(a). Nothing in this Section 7(e) shall affect the right of any party to serve legal process in
any other manner permitted by Law.
(f) WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY,
OR OTHERWISE. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION 7(f). ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 7(f) WITH
ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.
(g) Successors
and Assigns; Third Party Beneficiaries. This Agreement will be binding upon the Subject Party and the Subject Party’s estate,
successors and assigns, and will inure to the benefit of the Covered Parties, and their respective successors and assigns. Each Covered
Party may freely assign any or all of its rights under this Agreement, at any time, in whole or in part, to any Person which acquires,
in one or more transactions, at least a majority of the equity securities (whether by equity sale, merger or otherwise) of such Covered
Party or all or substantially all of the assets of such Covered Party and its Subsidiaries, taken as a whole, without obtaining the consent
or approval of the Subject Party. The Subject Party agrees that the obligations of the Subject Party under this Agreement are personal
and will not be assigned by the Subject Party. Each of the Covered Parties are express third party beneficiaries of this Agreement and
will be considered parties under and for purposes of this Agreement.
(h) Construction.
The Subject Party acknowledges that the Subject Party has been represented by counsel, or had the opportunity to be represented by counsel
of the Subject Party’s choice. Any rule of construction to the effect that ambiguities are to be resolved against the drafting
party will not be applied in the construction or interpretation of this Agreement. Neither the drafting history nor the negotiating history
of this Agreement will be used or referred to in connection with the construction or interpretation of this Agreement. The headings and
subheadings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement. In this Agreement: (i) the words “include,” “includes” and “including” when
used herein shall be deemed in each case to be followed by the words “without limitation”; (ii) the definitions contained
herein are applicable to the singular as well as the plural forms of such terms; (iii) whenever required by the context, any pronoun
shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include
the plural and vice versa; (iv) the words “herein,” “hereto,” and “hereby” and other words of
similar import shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision
of this Agreement; (v) the word “if” and other words of similar import when used herein shall be deemed in each case
to be followed by the phrase “and only if”; (vi) the term “or” means “and/or”; and (vii) any
agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement
or instrument as from time to time amended, modified or supplemented, including by waiver or consent and references to all attachments
thereto and instruments incorporated therein.
(i) Counterparts.
This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which
when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. A photocopy,
faxed, scanned and/or emailed copy of this Agreement or any signature page to this Agreement, shall have the same validity and enforceability
as an originally signed copy.
(j) Effectiveness.
This Agreement shall be binding upon the Subject Party upon the Subject Party’s execution and delivery of this Agreement, but this
Agreement shall only become effective upon the consummation of the Transactions. In the event that the Business Combination Agreement
is validly terminated in accordance with its terms prior to the consummation of the Transactions, this Agreement shall automatically
terminate and become null and void, and the parties shall have no obligations hereunder.
[Remainder of Page Intentionally
Left Blank; Signature Page Follows]
IN WITNESS WHEREOF, the undersigned
has duly executed and delivered this Non-Competition and Non-Solicitation Agreement as of the date first written above.
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Address
for Notice: |
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{Signature Page to
Non-Competition and Non-Solicitation Agreement}
Acknowledged and accepted as of the date
first written above:
| Pubco: |
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| YOULIFE GROUP INC. |
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| By: |
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| Name: WANG Yunlei |
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| Title: Director |
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| The Purchaser: |
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| DISTOKEN
Acquisition Corporation |
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| By: |
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| Name: Jian Zhang |
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| Title: Chief Executive Officer |
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| |
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| |
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| The Company: |
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| |
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| YOULIFE INTERNATIONAL HOLDINGS INC. |
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| |
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| |
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| By: |
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| Name: WANG Yunlei |
|
| Title: Director |
|
{Signature Page to Non-Competition
and Non-Solicitation Agreement}
Grafico Azioni Distoken Acquisition (NASDAQ:DISTW)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Distoken Acquisition (NASDAQ:DISTW)
Storico
Da Gen 2024 a Gen 2025
