UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d)
of
The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 27, 2023
AIB
Acquisition Corporation
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-41230 |
|
N/A |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification
No.) |
875
Third Avenue, Suite M204A
New
York, NY |
|
10022 |
| (Address of principal
executive offices) |
|
(Zip Code) |
(212)
380-8128
(Registrant’s
telephone number, including area code)
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:
| ☒ |
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 Securities Exchange Act of 1934:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one Class A Ordinary Share and one Right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation
of an initial business combination |
|
AIBBU |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| Class
A ordinary shares, par value $0.0001 per share |
|
AIB |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| Rights,
every ten (10) rights entitle the holder to receive one Class A Ordinary Share upon the consummation of an initial business combination |
|
AIBBR |
|
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 ☒
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.
BUSINESS
COMBINATION 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.
General
Description of the Business Combination Agreement
On
December 27, 2023, AIB Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“AIB”
or the “SPAC”), entered into a Business Combination Agreement (the “Business Combination Agreement”)
with AIB LLC, a Delaware limited liability company, in the capacity as the representative of AIB and the shareholders of AIB immediately
prior to the Second Merger Effective Time (the “SPAC Representative”), PS International Group Ltd., an exempted
company incorporated with limited liability in the Cayman Islands (the “Pubco”), PSI Merger Sub I Limited,
an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of the Pubco (the “First
Merger Sub”), PSI Merger Sub II Limited, an exempted company incorporated with limited liability in the Cayman Islands
and a wholly-owned subsidiary of the Pubco (the “Second Merger Sub”), and PSI Group Holdings Ltd 利航國際控股有限公司,
an exempted company incorporated with limited liability in the Cayman Islands (the “Company” or “PSI”).
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) the 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 the
Pubco and the outstanding shares of the Company being converted into the right to receive shares of the Pubco; and (b) one business day
following the First Merger, the Second Merger Sub will merge with and into AIB (the “Second Merger”, and together
with the First Merger, the “Mergers”), with AIB surviving the Second Merger as a wholly-owned subsidiary of
the Pubco and the outstanding securities of AIB being converted into the right to receive substantially equivalent securities of the
Pubco (the Mergers together with the other transactions contemplated by the Business Combination Agreement and other ancillary documents,
the “Transactions”).
Consideration
Under
the Business Combination Agreement, the Aggregate Merger Consideration Amount to be paid to the shareholders of the Company is $200,000,000
(less the amount, if any, by which the Target Net Working Capital Amount exceeds the Net Working Capital, the amount of Closing Net Debt,
and the amount of any Transaction Expenses), and will be paid entirely with newly issued ordinary shares of the Pubco, with each share
valued at $10.00 (the “Per Share Price”).
As
a result of the Mergers, (a) each of the ordinary shares of the Company that are issued and outstanding immediately prior to the First
Merger Effective Time will be cancelled and converted into (i) the right to receive 90% of such number of ordinary shares of the Pubco
equal to the Exchange Ratio, and (ii) the contingent right to receive 10% of such number of ordinary shares of the Pubco equal to the
Exchange Ratio in accordance with the Business Combination Agreement and the Escrow Agreement. Each ordinary share of the SPAC that is
issued and outstanding immediately prior to the Second Merger Effective Time shall be cancelled and converted automatically into the
right to receive one Pubco ordinary share. Each issued and outstanding SPAC Right shall be automatically converted into one-tenth of
one Pubco ordinary share, provided that the Pubco will not issue fractional shares in exchange for the SPAC Rights.
Prior
to the Closing, the Company shall deliver to AIB a statement (the “Estimated Closing Statement”) setting forth
a good faith calculation of the Company’s estimate of the Closing Net Debt, Net Working Capital and Transaction Expenses, and the
resulting Aggregate Merger Consideration Amount and Company Merger Shares based on such estimates. The Pubco, the SPAC Representative
and Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable AIB and the Company), as escrow agent
(the “Escrow Agent”), will enter into an Escrow Agreement (the “Escrow Agreement”),
pursuant to which the Pubco shall cause to be delivered to the Escrow Agent a number of Company Merger Shares equal in value to ten percent
(10%) of the Aggregate Merger Consideration Amount otherwise issuable to the Company shareholders at the Closing based on the Estimated
Closing Statement (together with any equity securities paid as dividends or distributions with respect to such shares or into which such
shares are exchanged or converted, the “Escrow Shares”) to be held, along with any other dividends, distributions
or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated
escrow account (the “Escrow Account”). Within 90 days after the Closing, the Pubco’s chief financial
officer will deliver to the SPAC Representative a statement (the “Closing Statement”) setting forth (i) a consolidated
balance sheet of the Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Net Debt, Net Working
Capital and Transaction Expenses, in each case, as of the Reference Time, and the resulting Aggregate Merger Consideration Amount and
Company Merger Shares based on such estimates. If the Adjustment Amount is a positive number, then the Pubco will issue to the
Company shareholders an additional number of Pubco ordinary shares equal to (x) the Adjustment Amount, divided by (y) the Per Share Price,
with each Company shareholder receiving its pro rata share of such additional Pubco ordinary shares, up to a maximum number of Pubco
ordinary shares equal to the value of the Escrow Property in the Escrow Account at such time (with each Pubco ordinary share and Escrow
Share valued at the Per Share Price for such purposes). If the Adjustment Amount is a negative number, then Pubco and the SPAC Representative
will provide joint written instructions to the Escrow Agent to distribute to the Pubco a number of Escrow Shares (and, after distribution
of all Escrow Shares, other Escrow Property) with a value equal to the absolute value of the Adjustment Amount (with each Escrow Share
valued at the Per Share Price). The Pubco will cancel any Escrow Shares distributed to it by the Escrow Agent and distribute the remainder
(if any) to the Company shareholders, with each Company shareholder receiving its pro rata share of such remaining Pubco ordinary shares.
For
the purposes of the Business Combination Agreement, the following terms have the meanings set forth below:
“Adjustment
Amount” shall mean (x) the Aggregate Merger Consideration Amount as finally determined in accordance with the Business
Combination Agreement, less (y) the Aggregate Merger Consideration Amount that was issued at the Closing (including to the Escrow Account)
pursuant to the Estimated Closing Statement.
“Exchange
Ratio” means the quotient obtained by dividing (i) the Company Merger Shares by (ii) the total number of outstanding ordinary
shares of the Company.
“Closing
Company Cash” means, as of the Reference Time, the aggregate cash and cash equivalents of the Company and its direct and
indirect subsidiaries (the “Target Companies”) on hand or in bank accounts, including deposits in transit,
minus the aggregate amount of outstanding and unpaid checks issued by or on behalf of the Target Companies as of such time.
“Closing
Net Debt” means, as of the Reference Time, (i) the aggregate amount of all Indebtedness of the Target Companies, less (ii)
the Closing Company Cash, in each case of clauses (i) and (ii), on a consolidated basis and as determined in accordance with the Accounting
Principles.
“Company
Merger Shares” means a number of Pubco ordinary shares equal to the quotient obtained by dividing (a) the Aggregate Merger
Consideration Amount by (b) the Per Share Price.
“Net
Working Capital” means, as of the Reference Time, (i) all current assets of the Target Companies (excluding, without duplication,
Closing Company Cash), on a consolidated basis, minus (ii) all current liabilities of the Target Companies (excluding, without duplication,
Indebtedness and unpaid Transaction Expenses), on a consolidated basis and as determined in accordance with the Accounting Principles;
provided, that, for purposes of this definition, whether or not the following is consistent with the Accounting Principles, “current
assets” will exclude any receivable from a Company shareholder.
“Target
Net Working Capital Amount” means an amount equal to $5,000,000.
“Transaction
Expenses” means (i) all fees and expenses of any of the Target Companies, the Pubco, First Merger Sub or Second Merger
Sub incurred or payable as of the Closing and not paid prior to the Closing in connection with the consummation of the transactions contemplated
hereby, including any amounts payable to professionals (including investment bankers, brokers, finders, attorneys, accountants and other
consultants and advisors) retained by or on behalf of any Target Company, the Pubco, First Merger Sub or Second Merger Sub, (ii) any
change in control bonus, transaction bonus, retention bonus, termination or severance payment or payment relating to terminated options,
warrants or other equity appreciation, phantom equity, profit participation or similar rights, in any case, to be made to any current
or former employee, independent contractor, director or officer of any Target Company at or after the Closing pursuant to any agreement
to which any Target Company is a party prior to the Closing which become payable (including if subject to continued employment) as a
result of the execution of this Agreement or the consummation of the transactions contemplated hereby and (iii) any sales, use, real
property transfer, stamp, share transfer or other similar transfer taxes imposed on SPAC, the Pubco, First Merger Sub, Second Merger
Sub or any Target Company in connection with the Transactions.
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 thereunder, in each case subject to certain customary exceptions. The representations and warranties
made by the parties are customary for transactions similar to the Transactions.
In
the Business Combination Agreement, the Company made certain customary representations and warranties to AIB, 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 suppliers; (24) certain business practices; (25) Investment
Company Act; (26) finders and brokers; (27) information supplied; (28) independent investigation; and (29) exclusivity of representations
and warranties.
In
the Business Combination Agreement, AIB made certain customary representations and warranties to the Company and the 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) the Securities and Exchange Commission (the “SEC”)
filings, AIB financials, 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 and the JOBS Act; (16) finders and brokers; (17) certain business practices; (18) insurance; (19) information
supplied; (20) independent investigation; and (21) the trust account.
In
the Business Combination Agreement, the Pubco, the First Merger Sub and the Second Merger Sub made customary representations and warranties
to AIB, including among others, related to the following: (1) organization 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) activities of the Pubco, the First Merger Sub and the Second Merger Sub; (7) finders and brokers; (8) Investment
Company Act; (9) information supplied; (10) independent investigation; and (11) exclusivity of representations and warranties.
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) AIB’s public filings; (4) provision of financial statements of the Company; (5) “no
shop” obligations; (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 the 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) efforts to
prepare and file with the SEC the Registration Statement; (11) public announcements; (12) confidentiality; (13) indemnification of directors
and officers and tail insurance; (14) 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) efforts to obtain required shareholder approval by SPAC.
It
was agreed by the parties that, after the Closing, the funds in AIB’s trust account, as well as any proceeds received by Pubco
or AIB from any PIPE investment originated directly or indirectly by or through AIB or its representatives, after taking into account
payments for redemptions of AIB’s public shareholders, will first be used to pay (i) AIB’s accrued transaction expenses payable
in cash at Closing, (ii) any loans owed by AIB to its sponsor AIB LLC (the “Sponsor”) for expenses, and (iii)
the Company’s unpaid transaction expenses; provided, however, that to the extent that the aggregate amounts payable in cash described
in (i) and (ii) above exceed $1,500,000 (such excess, the “Excess SPAC Expense Amount”), the Sponsor will bear
100% of such Excess SPAC Expense Amount, and to the extent the Sponsor fails to pay or otherwise discharge such Excess SPAC Expense Amount
at Closing (the “Sponsor Shortfall”), the Sponsor will automatically be deemed to irrevocably transfer to Pubco
and forfeit for cancellation for no consideration, a quantity of Pubco ordinary shares equal to (x) the Sponsor Shortfall divided by
(y) $10.00.
Conditions
to Closing
The
obligations of the parties to consummate the Transactions 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 Transactions and related matters by the
requisite vote of AIB’s shareholders; (ii) obtaining material regulatory approvals; (iii) no law or order preventing or prohibiting
the Transactions; (iv) AIB having at least $5,000,001 in net tangible assets as of the Closing, after giving effect to the completion
of the Redemption and any private investment in public entity (PIPE) financing that has been funded; (v) amendment by the shareholders
of the Pubco of the Pubco’s memorandum and articles of association; (vi) the effectiveness of the Registration Statement; (vii)
appointment of the post-closing directors of the Pubco; and (viii) Nasdaq listing requirements having been fulfilled.
In
addition, unless waived by the Company, the obligations of the Company, the Pubco, the First Merger Sub and the Second Merger Sub to
consummate the Transactions 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 AIB being true and correct on and as of the Closing (subject
to Material Adverse Effect); (ii) AIB 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) absence of any Material Adverse Effect with respect to AIB since the date of the Business Combination
Agreement which is continuing and uncured; and (iv) receipt by the Company and the Pubco of the Ancillary Documents duly executed and
approved by the other parties thereto.
Unless
waived by AIB, the obligations of AIB, to consummate the Transactions 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, the Pubco,
the First Merger Sub, and the Second Merger Sub being true and correct on and as of the Closing (subject to Material Adverse Effect on
the Target Companies, taken as a whole); (ii) the Company, the Pubco, the First Merger Sub, and the Second Merger Sub having performed
in all material respects the 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 the date of the Closing; (iii) 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; and (iv) receipt by AIB of the Ancillary Documents duly executed and approved by the other parties thereto.
Termination
The
Business Combination Agreement may be terminated at any time prior to the Closing by either AIB or the Company if the Closing does not
occur by June 30, 2024.
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 AIB and the Company; (ii) by either AIB 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 Transactions, and such order or other action has become final and non-appealable; (iii) by the Company for AIB’s
uncured breach of the Business Combination Agreement, such that the related Closing condition would not be met; (iv) by AIB for the uncured
breach of the Business Combination Agreement by the Company, the Pubco, the First Merger Sub, or the Second Merger Sub, such that the
related Closing condition would not be met; (v) by either AIB or the Company if AIB holds its shareholder meeting to approve the Business
Combination Agreement and the Transactions, and such approval is not obtained; and (vi) by the Company, if AIB’s ordinary shares
have become delisted from Nasdaq and are not relisted on the Nasdaq or the New York Stock Exchange within sixty (60) days after such
delisting.
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, no party to the Business Combination Agreement will have any further liability to any other party thereto.
Trust
Account Waiver
The
Company, the Pubco, the First Merger Sub and the 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 AIB’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, the Pubco, the SPAC Representative, the Company and AIB have entered into lock-up
agreements with certain holders of the Founder Shares and with certain holders of Company securities. These lock-up agreements provide
for a lock-up period commencing on the Closing Date and ending on the earlier of (i) the 6-month anniversary of the Closing and (ii)
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 Pubco ordinary shares being converted into cash, securities or other property, with respect to
Pubco Ordinary shares held by the such shareholder.
Support
Agreement
Simultaneously
with the execution of the Business Combination Agreement, the Pubco, AIB, the Company, the Sponsor and certain shareholders of the Company
have entered into a Support Agreement (the “Support Agreement”), pursuant to which, among other things, the
Sponsor and the shareholders of the Company have agreed (a) to support the adoption of the Business Combination Agreement and the approval
of the Transactions, 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.
Registration
Rights Agreement
Simultaneously
with the execution of the Business Combination Agreement, the Pubco, certain shareholders of the SPAC and the Company, have entered into
a Registration Rights Agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights
Agreement, the undersigned parties listed under “Investor” on the signature page thereto will be provided the right to demand
registrations, piggy-back registrations and shelf registrations with respect to Registrable Securities (as defined in the Registration
Rights Agreement).
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 AIB, 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 AIB’s public disclosures.
The
form of the lock-up agreements, the form of support agreement, and the form of registration rights agreement 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 support agreement, and the registration rights agreement are qualified in their entirety by reference
thereto.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit No. |
|
Description |
| |
|
|
| 2.1* |
|
Business Combination Agreement, dated as of December 27, 2023, by and among AIB Acquisition Corporation, AIB LLC, PS International Group Ltd., PSI Merger Sub I Limited, PSI Merger Sub II Limited, and PSI Group Holdings Ltd 利航國際控股有限公司. |
| 10.1 |
|
Form of Lock-Up Agreement, dated as of December 27, 2023, by and among PS International Group Ltd., AIB LLC, PSI Group Holdings Ltd 利航國際控股有限公司, AIB Acquisition Corporation, and shareholders of PSI Group Holdings Ltd 利航國際控股有限公司. |
| 10.2 |
|
Form of Shareholder Support Agreement, dated as of December 27, 2023, by and among PS International Group Ltd., PSI Group Holdings Ltd 利航國際控股有限公司, certain shareholders of PSI Group Holdings Ltd 利航國際控股有限公司, AIB Acquisition Corporation, certain shareholders of AIB Acquisition Corporation, and AIB LLC. |
| 10.3* |
|
Form of Registration Rights Agreement, dated as of December 27, 2023, by and among PS International Group Ltd., AIB Acquisition Corporation, and certain investors of AIB Acquisition Corporation and PSI Group Holdings Ltd 利航國際控股有限公司. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * |
The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
Forward-Looking
Statements
The
information in this Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified
by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,”
“may,” “will,” “expect,” “continue,” “should,” “would,” “anticipate,”
“believe,” “seek,” “target,” “predict,” “potential,” “seem,”
“future,” “outlook” or other similar expressions that predict or indicate future events or trends or that are
not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking
statements include, but are not limited to, statements regarding estimates and forecasts of financial metrics and projections of market
opportunity; references with respect to the anticipated benefits of the proposed Business Combination and the projected future financial
performance of AIB and PSI’s operating companies following the proposed Business Combination; changes in the market for PSI’s
products and services and expansion plans and opportunities; PSI’s ability to successfully execute its expansion plans and business
initiatives; ability for PSI to raise funds to support its business; the sources and uses of cash of the proposed Business Combination;
the anticipated capitalization and enterprise value of the combined company following the consummation of the proposed Business Combination;
and expectations related to the terms and timing of the proposed Business Combination. These statements are based on various assumptions,
whether or not identified in this Current Report on Form 8-K, and on the current expectations of PSI’s and AIB’s management
and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not
intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many
actual events and circumstances are beyond the control of PSI and AIB. These forward-looking statements are subject to a number of risks
and uncertainties, including the occurrence of any event, change or other circumstances that could give rise to the termination of the
Business Combination Agreement; the risk that the Business Combination disrupts current plans and operations as a result of the announcement
and consummation of the transactions described herein; the inability to recognize the anticipated benefits of the Business Combination;
the ability to obtain or maintain the listing of the Pubco’s securities on The Nasdaq Stock Market, following the Business Combination,
including having the requisite number of shareholders; costs related to the Business Combination; changes in domestic and foreign business,
market, financial, political and legal conditions; risks relating to the uncertainty of certain projected financial information with
respect to PSI; PSI’s ability to successfully and timely develop and implement its growth strategy; PSI’s ability to adequately
manage any logistics and supply chain risks; fluctuations in the price of cargo space and the uncertainties in supply and demand for
cargo space; risks relating to PSI’s operations and business, including information technology and cybersecurity risks, failure
to adequately forecast supply and demand, loss of key customers and deterioration in relationships between PSI and its employees; PSI’s
ability to successfully collaborate with business partners; demand for PSI’s current and future services; risks related to increased
competition; risks relating to potential disruption in the transportation and shipping infrastructure, including trade policies and export
controls; risks that PSI is unable to secure or protect its intellectual property; risks of regulatory lawsuits relating to PSI’s
services; risks that the post-combination company experiences difficulties managing its growth and expanding operations; the uncertain
effects of the COVID-19 pandemic and certain geopolitical developments, including the military conflicts in Ukraine and the Middle East;
the inability of the parties to successfully or timely consummate the proposed Business Combination, including the risk that any required
shareholder or regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect
the combined company or the expected benefits of the proposed Business Combination; the outcome of any legal proceedings that may be
instituted against PSI, AIB, the Pubco or others following announcement of the proposed Business Combination and transactions contemplated
thereby; the ability of PSI to execute its business model, including market acceptance of its existing and planned services; technological
improvements by PSI’s peers and competitors; and those risk factors discussed in documents of Pubco and AIB filed, or to be filed,
with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be additional risks that neither AIB nor PSI presently know or that AIB and PSI
currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
In addition, forward-looking statements reflect AIB’s, the Pubco’s and PSI’s expectations, plans or forecasts of future
events and views as of the date of this Current Report on Form 8-K. AIB, the Pubco and PSI anticipate that subsequent events and developments
will cause AIB’s, the Pubco’s and PSI’s assessments to change. However, while AIB, the Pubco and PSI may elect to update
these forward-looking statements at some point in the future, AIB, the Pubco and PSI specifically disclaim any obligation to do so. Readers
are referred to the most recent reports filed with the SEC by AIB. Readers are cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made, and we undertake no obligation to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise.
Additional
Information
The
Pubco intends to file with the SEC a Registration Statement on Form F-4 (as may be amended, the “Registration Statement”),
which will include a preliminary proxy statement of AIB and a prospectus in connection with the proposed Business Combination involving
AIB, the Pubco, and PSI, pursuant to the Business Combination Agreement. The definitive proxy statement and other relevant documents
will be mailed to shareholders of AIB as of a record date to be established for voting on AIB’s proposed Business Combination with
PSI. SHAREHOLDERS OF AIB AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT, AND AMENDMENTS
THERETO, AND THE DEFINITIVE PROXY STATEMENT IN CONNECTION WITH AIB’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF ITS SHAREHOLDERS
TO BE HELD TO APPROVE THE BUSINESS COMBINATION BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT AIB, PSI, PUBCO AND THE
BUSINESS COMBINATION. Shareholders will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus,
without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to AIB by contacting its
Chief Executive Officer, Eric Chen, c/o AIB Acquisition Corporation, 875 Third Avenue, Suite M204A New York, New York 10022 at (212)
380-8128 or at eric.chen@americanintlbank.com.
Participants
in The Solicitation
The
Pubco, AIB, PSI, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies
from the shareholders of AIB in connection with the Business Combination. Information regarding the officers and directors of AIB is
set forth in AIB’s Annual Report on Form 10-K, which was filed with the SEC on March 29, 2023. Additional information regarding
the interests of such potential participants will also be included in the Registration Statement on Form F-4 (and will be included in
the definitive proxy statement/prospectus for the Business Combination) and other relevant documents filed with the SEC.
No
Offer or Solicitation
This
Current Report on Form 8-K is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer
to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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.
| |
AIB Acquisition Corporation |
| |
|
|
| Date: January 3, 2024 |
By: |
/s/ Eric
Chen |
| |
Name: |
Eric Chen |
| |
Title: |
Chief Executive Officer |
9
Exhibit 2.1
Execution
Version
BUSINESS COMBINATION AGREEMENT
by and among
AIB ACQUISITION CORPORATION,
as SPAC,
AIB LLC,
in the capacity as SPAC Representative,
PS International Group Ltd.,
as Pubco,
PSI Merger Sub I Limited,
as First Merger Sub,
PSI Merger Sub II Limited,
as Second Merger Sub,
and
PSI Group Holdings Ltd 利航國際控股有限公司,
as the Company
Dated as of December 27, 2023
TABLE
OF CONTENTS
| |
|
Page |
| ARTICLE I MERGERS |
|
2 |
| |
1.1 |
The Mergers. |
|
2 |
| |
1.2 |
Effective Time |
|
2 |
| |
1.3 |
Effect of the Mergers. |
|
3 |
| |
1.4 |
Organizational Documents of Surviving Company, Pubco and Surviving Entity. |
|
4 |
| |
1.5 |
Directors, Officers and Registered Agents. |
|
4 |
| |
|
|
|
|
| ARTICLE II CONVERSION OF SECURITIES; EXCHANGE OF COMPANY ORDINARY SHARES |
|
4 |
| |
2.1 |
Conversion of Company Ordinary Shares |
|
4 |
| |
2.2 |
Conversion of SPAC Securities |
|
5 |
| |
2.3 |
No Liability |
|
6 |
| |
2.4 |
Taking of Necessary Action; Further Action |
|
7 |
| |
2.5 |
Surrender of Company Ordinary Shares and Disbursement of Company Share Consideration. |
|
7 |
| |
2.6 |
Fractional Shares |
|
7 |
| |
2.7 |
Escrow Agreement |
|
7 |
| |
2.8 |
Estimated Closing Statement |
|
8 |
| |
2.9 |
Merger Consideration Adjustment. |
|
8 |
| |
2.10 |
Other Adjustments |
|
10 |
| |
2.11 |
Dissenters’ Rights |
|
10 |
| |
|
|
|
|
| ARTICLE III CLOSING |
|
11 |
| |
3.1 |
Closing |
|
11 |
| |
|
|
|
|
| ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SPAC |
|
11 |
| |
4.1 |
Organization and Standing |
|
11 |
| |
4.2 |
Authorization; Binding Agreement |
|
11 |
| |
4.3 |
Governmental Approvals |
|
12 |
| |
4.4 |
Non-Contravention |
|
12 |
| |
4.5 |
Capitalization. |
|
12 |
| |
4.6 |
SEC Filings; SPAC Financials; Internal Controls. |
|
13 |
| |
4.7 |
Absence of Certain Changes |
|
14 |
| |
4.8 |
Compliance with Laws |
|
15 |
| |
4.9 |
Actions; Orders; Permits |
|
15 |
| |
4.10 |
Taxes and Returns. |
|
15 |
| |
4.11 |
Employees and Employee Benefit Plans |
|
16 |
| |
4.12 |
Properties |
|
16 |
| |
4.13 |
Material Contracts. |
|
16 |
| |
4.14 |
Transactions with Affiliates |
|
16 |
| |
4.15 |
Investment Company Act; JOBS Act |
|
16 |
| |
4.16 |
Finders and Brokers |
|
17 |
| |
4.17 |
Certain Business Practices |
|
17 |
| |
4.18 |
Insurance |
|
17 |
| |
4.19 |
Information Supplied |
|
18 |
| |
4.20 |
Independent Investigation |
|
18 |
| |
4.21 |
Trust Account |
|
18 |
TABLE OF CONTENTS
(Continued)
| |
|
Page |
| ARTICLE V REPRESENTATIONS AND WARRANTIES OF PUBCO, FIRST MERGER SUB AND SECOND MERGER SUB |
|
19 |
| |
5.1 |
Organization and Standing |
|
19 |
| |
5.2 |
Authorization; Binding Agreement |
|
19 |
| |
5.3 |
Governmental Approvals |
|
20 |
| |
5.4 |
Non-Contravention |
|
20 |
| |
5.5 |
Capitalization |
|
20 |
| |
5.6 |
Activities of Pubco, First Merger Sub and Second Merger Sub |
|
21 |
| |
5.7 |
Finders and Brokers |
|
21 |
| |
5.8 |
Investment Company Act |
|
21 |
| |
5.9 |
Information Supplied |
|
21 |
| |
5.10 |
Independent Investigation |
|
21 |
| |
5.11 |
Exclusivity of Representations and Warranties |
|
22 |
| |
|
|
|
|
| ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE COMPANY |
|
22 |
| |
6.1 |
Organization and Standing |
|
22 |
| |
6.2 |
Authorization; Binding Agreement |
|
23 |
| |
6.3 |
Capitalization |
|
23 |
| |
6.4 |
Subsidiaries |
|
24 |
| |
6.5 |
Governmental Approvals |
|
24 |
| |
6.6 |
Non-Contravention |
|
25 |
| |
6.7 |
Financial Statements |
|
25 |
| |
6.8 |
Absence of Certain Changes |
|
26 |
| |
6.9 |
Compliance with Laws |
|
27 |
| |
6.10 |
Company Permits |
|
27 |
| |
6.11 |
Litigation |
|
27 |
| |
6.12 |
Material Contracts |
|
27 |
| |
6.13 |
Intellectual Property |
|
29 |
| |
6.14 |
Taxes and Returns |
|
31 |
| |
6.15 |
Real Property |
|
32 |
| |
6.16 |
Personal Property |
|
32 |
| |
6.17 |
Title to and Sufficiency of Assets |
|
32 |
| |
6.18 |
Employee Matters |
|
32 |
| |
6.19 |
Benefit Plans |
|
33 |
| |
6.20 |
Environmental Matters |
|
34 |
| |
6.21 |
Transactions with Related Persons |
|
35 |
| |
6.22 |
Insurance |
|
35 |
| |
6.23 |
Top Customers and Suppliers |
|
36 |
| |
6.24 |
Certain Business Practices |
|
36 |
| |
6.25 |
Investment Company Act |
|
37 |
| |
6.26 |
Finders and Brokers |
|
37 |
| |
6.27 |
Information Supplied |
|
37 |
| |
6.28 |
Independent Investigation |
|
38 |
| |
6.29 |
Exclusivity of Representations and Warranties |
|
38 |
TABLE OF CONTENTS
(Continued)
| |
|
Page |
| ARTICLE VII COVENANTS |
|
38 |
| |
7.1 |
Access and Information |
|
38 |
| |
7.2 |
Conduct of Business of the Company, Pubco, First Merger Sub and Second Merger Sub |
|
39 |
| |
7.3 |
Conduct of Business of SPAC |
|
42 |
| |
7.4 |
SPAC Public Filings |
|
44 |
| |
7.5 |
Annual and Interim Financial Statements |
|
44 |
| |
7.6 |
No Solicitation |
|
44 |
| |
7.7 |
No Trading |
|
45 |
| |
7.8 |
Notification of Certain Matters |
|
45 |
| |
7.9 |
Efforts |
|
46 |
| |
7.10 |
Further Assurances |
|
47 |
| |
7.11 |
The Registration Statement |
|
48 |
| |
7.12 |
Public Announcements |
|
49 |
| |
7.13 |
Confidential Information |
|
50 |
| |
7.14 |
Post-Closing Board of Directors and Executive Officers |
|
51 |
| |
7.15 |
Indemnification of Directors and Officers; Tail Insurance |
|
52 |
| |
7.16 |
Trust Account Proceeds |
|
52 |
| |
7.17 |
PIPE Investment |
|
53 |
| |
7.18 |
Tax Matters |
|
53 |
| |
7.19 |
SPAC Shareholder Approval |
|
53 |
| |
|
|
|
|
| ARTICLE VIII CLOSING CONDITIONS |
|
53 |
| |
8.1 |
Conditions to Each Party’s Obligations |
|
53 |
| |
8.2 |
Conditions to Obligations of the Company, Pubco, First Merger Sub and Second Merger Sub |
|
54 |
| |
8.3 |
Conditions to Obligations of SPAC |
|
55 |
| |
8.4 |
Frustration of Conditions |
|
56 |
| |
|
|
|
|
| ARTICLE IX TERMINATION AND EXPENSES |
|
56 |
| |
9.1 |
Termination |
|
56 |
| |
9.2 |
Effect of Termination |
|
57 |
| |
9.3 |
Fees and Expenses |
|
57 |
| |
|
|
|
|
| ARTICLE X WAIVERS AND RELEASES |
|
58 |
| |
10.1 |
Waiver of Claims Against Trust |
|
58 |
| |
|
|
|
|
| ARTICLE XI MISCELLANEOUS |
|
59 |
| |
11.1 |
Notices |
|
59 |
| |
11.2 |
Binding Effect; Assignment |
|
60 |
| |
11.3 |
Third Parties |
|
60 |
| |
11.4 |
Nonsurvival of Representations, Warranties and Covenants |
|
60 |
| |
11.5 |
Governing Law; Jurisdiction |
|
60 |
| |
11.6 |
WAIVER OF JURY TRIAL |
|
61 |
| |
11.7 |
Specific Performance |
|
61 |
| |
11.8 |
Severability |
|
61 |
| |
11.9 |
Amendment |
|
61 |
| |
11.10 |
Waiver |
|
61 |
| |
11.11 |
Entire Agreement |
|
61 |
| |
11.12 |
Interpretation |
|
62 |
| |
11.13 |
Counterparts |
|
62 |
| |
11.14 |
No Recourse |
|
63 |
| |
11.15 |
SPAC Representative |
|
63 |
| |
|
|
|
|
| ARTICLE XII DEFINITIONS |
|
64 |
| |
12.1 |
Certain Definitions |
|
64 |
| |
12.2 |
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 Registration Rights Agreement |
BUSINESS COMBINATION
AGREEMENT
This Business Combination Agreement
(this “Agreement”) is made and entered into as of December 27, 2023 by and among: (i) AIB Acquisition Corporation,
an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”), (ii) AIB LLC, a Delaware
limited liability company, in the capacity as, from and after the Closing, the representative for SPAC and holders of the SPAC Securities
(as defined below) outstanding immediately prior to the Second Merger Effective Time in accordance with the terms and conditions of this
Agreement (“SPAC Representative”), (iii) PS International Group Ltd., an exempted company incorporated with
limited liability in the Cayman Islands (“Pubco”), (iv) PSI Merger Sub I Limited, an exempted company incorporated
with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“First Merger Sub”), (v) PSI
Merger Sub II Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary
of Pubco (“Second Merger Sub”), and (vi) PSI Group Holdings Ltd 利航國際控股有限公司,
an exempted company incorporated with limited liability in the Cayman Islands (the “Company”). SPAC, SPAC Representative,
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, Pubco is a
newly incorporated Cayman Islands exempted company that is owned entirely by Yee Kit Chan, 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 converted into 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 SPAC (the “Second
Merger”, and together with the First Merger, the “Mergers”), with SPAC surviving the Second Merger as a wholly-owned
subsidiary of Pubco and the outstanding securities of SPAC being converted into the right to receive securities of Pubco (SPAC, in its
capacity as the surviving company 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;
WHEREAS,
simultaneously with the execution and delivery of this Agreement, (i) certain Company Shareholders (as defined below) have entered
into (a) a lock-up agreement with the Company, Pubco, SPAC, SPAC Representative and certain other parties named therein, the form of
which is attached as Exhibit A hereto (each, a “Company Shareholder Lock-Up Agreement”), which will become
effective as of the Closing (as defined below); and (b) a shareholder support agreement with the Company, Pubco, SPAC, Sponsor, and
certain other parties named therein, the form of which is attached as Exhibit B hereto (the “Support
Agreement”); (ii) Sponsor (as defined below) and other holders of Founder Shares (as defined below) have each entered into
a lock-up agreement with Pubco, the Company, SPAC, SPAC Representative and certain other parties named therein, the form of which is
attached as Exhibit A hereto (each, a “Founder Lock-Up Agreement”, together with the Company Shareholder
Lock-Up Agreements, the “Lock-Up Agreements”), which will become effective as of the Closing and thereupon the
Insider Letter (as defined below) shall be terminated and of no further effect; and (iii) Pubco, Sponsor, Company Shareholders, and
certain other parties thereto shall enter into the applicable registration rights agreement, the form of which is attached as Exhibit
C hereto (the “Registration Rights Agreement”) with regard to the registration rights and obligations on the
Pubco Ordinary Shares (as defined below), which will become effective as of the Closing and thereupon the Founder Registration
Rights Agreement (as defined below) shall be terminated and of no further effect;
WHEREAS, the boards
of directors or similar governing bodies of each of SPAC, 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, and (b)
approved this Agreement and the Transactions, upon the terms and subject to the conditions set forth herein and in accordance with the
Cayman Companies Act (each as defined herein); and
WHEREAS, certain capitalized
terms used herein are defined in Article XII 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 VIII, 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 pursuant to the provisions of the Cayman
Companies Act.
(b)
Upon the terms and subject to the conditions set forth in Article VIII, and in accordance with the Cayman Companies Act,
at the Second Merger Effective Time and one (1) Business Day following the First Merger, Second Merger Sub shall be merged with and into
SPAC. As a result of the Second Merger, the separate corporate existence of Second Merger Sub shall cease and SPAC shall continue its
corporate existence as the surviving company (within the meaning of the Cayman Companies Act) in the Second Merger 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 VIII (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 Section 233 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 (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 SPAC 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 SPAC 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 Section 233 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 of the Closing Date when the
applicable Second Merger Documents are registered by the Cayman Registrar pursuant to the Cayman Companies Act (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 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 Ordinary Shares issued and outstanding
immediately prior to the First Merger Effective Time shall be cancelled and converted into the right to receive Pubco Ordinary Shares,
as provided in Section 2.1(a), (iii) all First Merger Sub Ordinary Share(s) issued and outstanding immediately prior to the First
Merger Effective Time shall be cancelled and converted into 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 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 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 SPAC and Second Merger Sub shall immediately vest in the Surviving Entity, (ii) all SPAC Ordinary Shares issued and outstanding
immediately prior to the Second Merger Effective Time shall be converted into the right to receive Pubco Ordinary Shares, as provided
in Section 2.2(b), (iii) all outstanding SPAC Units issued and outstanding immediately prior to the Second Merger Effective Time
shall be detached into SPAC Ordinary Shares and SPAC Rights, as provided in Section 2.2(a)1.1, (iv) all outstanding SPAC Rights
shall be converted into such number of Pubco Ordinary Shares as provided in Section 2.2(c), (v) all Second Merger Sub Share(s)
immediately prior to the Second Merger Effective Time shall be cancelled and converted into 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 SPAC and Second Merger Sub shall 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, Pubco and Surviving Entity.
(a)
At the First Merger Effective Time, (i) the Surviving Company shall adopt the new memorandum and articles of association (the “Surviving
Company Charter”), which shall be substantially in the form of the memorandum and articles of association of First Merger Sub,
as in effect immediately prior to the First Merger Effective Time, as the memorandum and articles of association of the Surviving Company;
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; and (ii) the Pubco Charter, as in effect immediately prior to the First Merger Effective
Time, shall be amended and restated in its entirety to be in a form to be mutually agreed (prior to the date of filing of the Registration
Statement) between SPAC and the Company, each acting reasonably and in good faith prior to the filing of the Registration Statement (the
“Amended Pubco Charter”).
(b)
At the Second Merger Effective Time, the Surviving Entity shall adopt the new memorandum and articles of association (the “Surviving
Entity Charter”), which shall be substantially in the form of the memorandum and articles of association of Second Merger Sub,
as in effect immediately prior to the Second Merger Effective Time, as the memorandum and articles of association of the Surviving Entity;
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 SPAC, in addition, SPAC confirms that, at or prior to Closing, the shareholders of SPAC will have approved
the amendment and restatement of the memorandum and articles of association and if required, the change of name referenced in the immediately
preceding sentence and agree that SPAC’s registered office provider is instructed to file a copy of the relevant resolution with
the Cayman Registrar pursuant to the Cayman Companies Act.
1.5
Directors, Officers and Registered Agents.
(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, 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, 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 designated by the Company or Pubco, and SPAC and SPAC Representative 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 ORDINARY SHARES
2.1
Conversion of Company Ordinary Shares 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 the Company and First Merger Sub any Party or the holders of any of the following
securities:
(a)
Company Ordinary Shares. Each Company Ordinary 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 Ordinary Shares equal to the Exchange Ratio in accordance with Section 1.3(a) (which consideration
shall hereinafter be referred to as the “Company Share Consideration”). All of the Company Ordinary Shares converted
into the right to receive Pubco Ordinary Shares shall automatically be cancelled and cease to exist, and 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
of the Company previously representing any Company Ordinary Shares shall thereafter cease to have any rights with respect to such shares,
except the right to receive the Pubco Ordinary Shares into which such Company Ordinary Shares 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 converted into and exchanged for one validly issued, fully paid
and nonassessable ordinary share, par value US$0.0001 per share, of the Surviving Company in accordance with Section 1.3(a).
2.2
Conversion of SPAC Securities 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 SPAC and Second Merger Sub or the holders of any of the following securities:
(a)
SPAC Units. At the Second Merger Effective Time, (i) each issued and outstanding SPAC Public Unit shall be automatically
detached and the holder thereof shall be deemed to hold one (1) SPAC Class A Ordinary Share and one (1) SPAC Public Right, and (ii) each
issued and outstanding SPAC Private Unit shall be automatically detached and the holder thereof shall be deemed to hold one (1) SPAC Class
A Ordinary Share and one (1) SPAC Private Right; in each case, in accordance with the terms of the applicable SPAC Unit, which underlying
SPAC Securities shall be converted in accordance with the applicable terms of this Section 2.2 below.
(b)
SPAC Ordinary Shares. At the Second Merger Effective Time (but immediately subsequent to the detachment of SPAC Units as
set forth in Section 2.2(a)), each issued and outstanding SPAC Ordinary Share (other than those described in Sections 2.2(d),
2.2(e) and 2.11 below) immediately prior to the Second Merger Effective Time shall be canceled by virtue of the Second Merger
and converted automatically into the right to receive one Pubco Ordinary Share (such consideration, the “SPAC Merger Consideration”).
All SPAC Ordinary Shares shall automatically be canceled and cease to exist, and the register of members of SPAC shall be updated promptly
at the Second Merger Effective Time (but immediately subsequent to the detachment of SPAC Units as set forth in Section 2.2(a))
to reflect such cancellation, and each holder of a share certificate of SPAC previously representing any SPAC Ordinary Shares shall thereafter
cease to have any rights with respect to such shares, except the right to receive the Pubco Ordinary Shares into which such SPAC Ordinary
Shares shall have been converted in the Second Merger and as otherwise provided under the Cayman Companies Act.
(c) SPAC
Rights. At the Second Merger Effective Time (but immediately subsequent to the detachment of SPAC Units as set forth in Section
2.2(a)), each issued and outstanding SPAC Right shall be automatically converted into such number of Pubco Ordinary Shares
equals to the number of SPAC Ordinary Shares that would have been received by the holder thereof if such SPAC Right had been
converted upon the consummation of an initial business combination as described in the IPO Prospectus and in accordance with the
SPAC Charter and the IPO Prospectus , but for such purposes treating it as if such Business Combination had occurred immediately
prior to the Second Merger Effective Time (but immediately subsequent to the detachment of SPAC Units as set forth in Section
2.2(a)) and SPAC Ordinary Shares issued upon conversion of SPAC Rights had then automatically been converted into Pubco Ordinary
Shares in accordance with Section 2.2(b) above. At the Second Merger Effective Time (but immediately subsequent to the
detachment of SPAC Units as set forth in Section 2.2(a)), SPAC Rights shall automatically be canceled and retired and cease
to exist. The holders of certificates previously evidencing SPAC Rights outstanding immediately prior to the Second Merger Effective
Time (but immediately subsequent to the detachment of SPAC Units as set forth in Section 2.2(a)) shall cease to have any
rights with respect to such SPAC Rights, except as provided by Law. Each certificate formerly representing SPAC Rights shall
thereafter represent only the right to receive Pubco Ordinary Shares as set forth herein.
(d)
Cancellation of Shares Owned by SPAC. At the Second Merger Effective Time, if there are any shares of SPAC that are owned
by SPAC as treasury shares, such shares shall be canceled and extinguished without any conversion thereof or payment therefor.
(e)
Redeemed Shares. Each SPAC 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 SPAC 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 converted into and exchanged for one validly issued, fully paid and nonassessable share, par value
US$0.0001 per share, of the Surviving Entity.
(g)
Transfers of Ownership. If any certificate for securities of SPAC 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 SPAC or any agent designated by it any transfer or other similar taxes required
by reason of the issuance of a certificate for securities of SPAC in any name other than that of the registered holder of the certificate
surrendered, or established to the satisfaction of SPAC or any agent designated by it that such tax has been paid or is not payable.
(h)
Surrender of SPAC Certificates. All securities issued upon the surrender of SPAC 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 SPAC Securities shall also apply to the Pubco Ordinary Shares so issued in exchange.
(i)
Lost, Stolen or Destroyed SPAC 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 Pubco, SPAC, the Company, First
Merger Sub and Second Merger Sub, the officers and directors of each of Pubco, SPAC, 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 Ordinary Shares 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 Company
Shareholders as converted from their Company Ordinary Shares in accordance with Section 2.1, subject to adjustment in accordance
with Section 2.8, and subject to the withholding of the Escrow Shares in accordance with Section 2.7.
(b)
At the First Merger Effective Time, the Company Shareholders will deliver to Pubco their respective Company Ordinary Shares, including
any certificates representing Company Ordinary Shares (“Company Certificates”), along with applicable share 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 Company Shareholders 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 Ordinary Shares represented by such Company Certificate alleged to have been lost, stolen or destroyed.
2.6
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 up in the aggregate to the nearest whole
Pubco Ordinary Share. Such fractional share interests will not entitle the owner thereof to vote or to any rights of a shareholder of
Pubco.
2.7 Escrow
Agreement. At or prior to the closing of the First Merger, Pubco, the SPAC Representative and Continental Stock Transfer &
Trust Company (or such other escrow agent mutually acceptable to SPAC and the Company), as escrow agent (the “Escrow
Agent”), shall enter into an Escrow Agreement, effective as of the First Merger Effective Time, in form and substance
reasonably satisfactory to SPAC and the Company (the “Escrow Agreement”), pursuant to which Pubco shall cause to
be delivered to the Escrow Agent a number of Company Merger Shares (each valued at the Per Share Price) equal in value to ten
percent (10%) of the Aggregate Merger Consideration Amount otherwise issuable to the Company Shareholders at the Closing based on
the Estimated Closing Statement (together with any equity securities paid as dividends or distributions with respect to such shares
or into which such shares are exchanged or converted, the “Escrow Shares”) to be held, along with any other
dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow
Property”), in a segregated escrow account (the “Escrow Account”) and disbursed in accordance with the
terms of Section 2.9 hereof and the Escrow Agreement. Until and unless the Escrow Shares are cancelled in accordance with the
terms of the Escrow Agreement, the Company Shareholders shall be the registered owners (in proportion to their respective Pro Rata
Shares) of the Escrow Shares during the time such Escrow Shares are held in the Escrow Account, subject to the retention of any
dividends, distributions and other earnings thereon in the Escrow Account until disbursed therefrom in accordance with the terms and
conditions of this Agreement, and the Escrow Agreement.
2.8
Estimated Closing Statement. Not later than three (3) Business Days prior to the closing of the First Merger, the Company
shall deliver to SPAC a statement (the “Estimated Closing Statement”) certified by the Company’s chief executive
setting forth a good faith calculation of the Company’s estimate of the Closing Net Debt, Net Working Capital and Transaction Expenses,
in each case, as of the Reference Time, and the resulting Aggregate Merger Consideration Amount and Company Merger Shares based on such
estimates, in reasonable detail including for each component thereof, along with the amount owed to each creditor of any of the Target
Companies, and bank statements and other evidence reasonably necessary to confirm such calculations. Promptly upon delivering the Estimated
Closing Statement to SPAC, if requested by SPAC, the Company will meet with SPAC to review and discuss the Estimated Closing Statement
and the Company will consider in good faith SPAC’s comments to the Estimated Closing Statement and make any appropriate adjustments
to the Estimated Closing Statement prior to the closing of the First Merger, which adjusted Estimated Closing Statement, as mutually approved
by the Company and SPAC both acting reasonably and in good faith, shall thereafter become the Estimated Closing Statement for all purposes
of this Agreement. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting
Principles and otherwise in accordance with this Agreement.
2.9
Merger Consideration Adjustment.
(a)
Within ninety (90) days after the Closing Date, Pubco’s chief financial officer (the “CFO”) shall deliver
to the SPAC Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of
the Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Net Debt, Net Working Capital and Transaction
Expenses, in each case, as of the Reference Time, and the resulting Aggregate Merger Consideration Amount using the formula in the definition
thereof. The Closing Statement shall be prepared, and the Closing Net Debt, Net Working Capital, and Transaction Expenses and the resulting
Aggregate Merger Consideration Amount and Company Merger Shares shall be determined in accordance with the Accounting Principles and otherwise
in accordance with this Agreement.
(b) After
delivery of the Closing Statement, the SPAC Representative and its Representatives on its behalf shall be permitted reasonable
access to the books, records, working papers, files, facilities and personnel of the Target Companies relating to the preparation of
the Closing Statement. The SPAC Representative and its Representatives on its behalf may make inquiries of the CFO and related Pubco
and Target Company personnel and advisors regarding questions concerning or disagreements with the Closing Statement arising in the
course of their review thereof, and Pubco, SPAC and the Company shall provide reasonable cooperation in connection therewith. If the
SPAC Representative has any objections to the Closing Statement, it shall deliver to the CFO a statement setting forth its
objections thereto (in reasonable detail) (an “Objection Statement”). If an Objection Statement is not delivered
within thirty (30) days following the date of delivery of the Closing Statement, then the SPAC Representative will have waived its
right to contest the Closing Statement, all determinations and calculations set forth therein, and the resulting Aggregate Merger
Consideration Amount set forth therein. If an Objection Statement is delivered within such thirty (30) day period, then Pubco and
the SPAC Representative shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If
Pubco and the SPAC Representative do not reach a final resolution within such twenty (20) day period, then upon the written request
of either Pubco or the SPAC Representative (the date of receipt of such notice by the other Party, the “Independent Expert
Notice Date”), Pubco and the SPAC Representative will refer the dispute to the Independent Expert for final resolution of
the dispute in accordance with Section 2.9(c). For purposes hereof, the “Independent Expert” shall mean a
mutually acceptable independent (i.e., no prior material business relationship with any Party for the prior two (2) years)
accounting firm appointed by the SPAC Representative and Pubco, which appointment will be made no later than ten (10) days after the
Independent Expert Notice Date; provided, that if the Independent Expert does not accept its appointment or if the SPAC
Representative and Pubco cannot agree on the Independent Expert, in either case within twenty (20) days after the Independent Expert
Notice Date, either the SPAC Representative or Pubco may require, by written notice to the other, that the Independent Expert be
selected by the New York City Regional Office of the American Arbitration Association (“AAA”) in accordance with
the AAA’s procedures. The Parties agree that the Independent Expert will be deemed to be independent even though a Party or
its Affiliates may, in the future, designate the Independent Expert to resolve disputes of the types described in this Section
2.9(b). The Parties acknowledge that any information provided pursuant to this Section 2.9(b) will be subject to the
confidentiality obligations of Section 7.13.
(c)
If a dispute with respect to the Closing Statement is submitted in accordance with this Section 2.9 to the Independent Expert
for final resolution, the Parties will follow the procedures set forth in this Section 2.9(c). Each of Pubco and the SPAC Representative
agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made
by the Independent Expert. All fees and expenses of the Independent Expert will be borne by Pubco. The Independent Expert will determine
only those issues still in dispute as of the Independent Expert Notice Date and the Independent Expert’s determination will be based
solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based
solely on presentations with respect to such disputed items by the SPAC Representative and Pubco to the Independent Expert and not on
the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers,
records, accounts or similar materials delivered to the Independent Expert by the SPAC Representative or Pubco in connection with such
presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each of Pubco and
the SPAC Representative will use their reasonable efforts to make their respective presentations as promptly as practicable following
submission to the Independent Expert of the disputed items, and each such Party will be entitled, as part of its presentation, to respond
to the presentation of the other Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent
Expert will be bound by the provisions of this Agreement, including this Section 2.9. It is the intent of the Parties that the
activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration
proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures
and discovery). Pubco and the SPAC Representative will request that the Independent Expert’s determination be made within forty-five
(45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the SPAC Representative
and Pubco and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error).
(d)
For purposes hereof, the term “Adjustment Amount” shall mean (x) the Aggregate Merger Consideration Amount as
finally determined in accordance with this Section 2.9, less (y) the Aggregate Merger Consideration Amount that was issued at the
Closing (including to the Escrow Account,) pursuant to the Estimated Closing Statement.
(i) If
the Adjustment Amount is a positive number, then Pubco shall, within ten (10) Business Days after such final determination of the
Aggregate Merger Consideration Amount, issue to the Company Shareholders an additional number of Pubco Ordinary Shares equal to (x)
the Adjustment Amount, divided by (y) the Per Share Price, with each Company Shareholder receiving its Pro Rata Share of such
additional Pubco Ordinary Shares, up to a maximum number of Pubco Ordinary Shares equal to the value of the Escrow Property in the
Escrow Account at such time (with each Pubco Ordinary Share and Escrow Share valued at the Per Share Price for such purposes). Such
additional Pubco Ordinary Shares shall be considered additional Company Merger Shares under this Agreement and, with respect to
Company Shareholders who are party to a Lock-Up agreement, “Restricted Securities” under the Lock-Up Agreements.
(ii)
If the Adjustment Amount is a negative number, then Pubco and the SPAC Representative shall, within three (3) Business Days after
such final determination, provide joint written instructions to the Escrow Agent to distribute to Pubco a number of Escrow Shares (and,
after distribution of all Escrow Shares, other Escrow Property) with a value equal to the absolute value of the Adjustment Amount (with
each Escrow Share valued at the Per Share Price). Pubco will promptly cancel any Escrow Shares distributed to it by the Escrow Agent promptly
after its receipt thereof, and distribute the remainder (if any) to the Company Shareholders, with each Company Shareholder receiving
its Pro Rata Share of such remaining Pubco Ordinary Shares.
2.10
Other 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 SPAC, the Company or Pubco shall
occur (other than the issuance of additional securities of SPAC, 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 share, 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 SPAC, the Company or Pubco to take any action with respect to its securities that is prohibited by the terms of this Agreement.
2.11
Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary and to the extent available under
the Cayman Companies Act, SPAC 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 SPAC Ordinary Shares in accordance with
the 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 “SPAC Dissenting Shares” and the holders of such
SPAC Dissenting Shares being the “SPAC 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 SPAC Dissenting Shares and
such other rights pursuant to Section 238 of the Cayman Companies Act and shall not be converted into, and such SPAC Dissenting Shareholders
shall have no right to receive, the applicable Pubco 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. SPAC Ordinary Shares owned by any
shareholder of SPAC who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights pursuant
to the Cayman Companies Act shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Second
Merger Effective Time, the right to receive the applicable Pubco Ordinary Shares, without any interest thereon. Prior to the Closing,
SPAC shall give the Company prompt notice of any demands for dissenters’ rights received by SPAC and any withdrawals of such demands.
If any shareholder of SPAC gives to SPAC, before the Required Shareholder Approval is obtained at the Special Shareholder Meeting, written
objection to the Second Merger (each, a “Written Objection”) in accordance with Section 238(2) of the Cayman
Companies Act (i) SPAC 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 SPAC who has made a Written Objection,
and (ii) SPAC and the Company may, but is not obliged to, delay the commencement of the Closing and the filing of the Second Merger Documents
with the Registrar of Companies of the Cayman Islands, 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 8.1, Section 8.2 and Section 8.3.
Article
III
CLOSING
3.1
Closing. Subject to the satisfaction or waiver of the conditions set forth in Article VIII, the consummation of the
transactions contemplated by this Agreement (the “Closing”) shall take place by electronic exchange of documents and
signatures (including portable document format (.PDF), Verisign and DocuSign), on the second (2nd) Business Day after all of
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 such other date, time or place as
SPAC, Pubco and the Company may mutually agree upon (the date on which the Closing occurs is herein referred to as the “Closing
Date”).
Article
IV
REPRESENTATIONS AND WARRANTIES OF SPAC
Except as set forth in (i)
the disclosure schedules delivered by SPAC to the Company and accepted by Pubco on the date hereof (the “SPAC 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), SPAC 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. SPAC is an exempted company duly incorporated, validly existing and in good standing under the
Laws of the Cayman Islands. SPAC has all requisite corporate power and authority to own, lease and operate its properties and to carry
on its business as now being conducted. SPAC 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. SPAC has heretofore made available to the Company accurate and complete copies of its Organizational Documents,
each as currently in effect. SPAC is not in violation of any provision of its Organizational Documents in any material respect.
4.2 Authorization;
Binding Agreement. SPAC 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 SPAC 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 SPAC 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. SPAC’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 SPAC and SPAC’s shareholders in accordance with the Cayman
Companies Act, (ii) approved and adopted this Agreement, (iii) recommended that SPAC’s shareholders vote in favor of the
approval of this Agreement, the Second Merger, and the other SPAC Shareholder Approval Matters (as defined below) in accordance with
the Cayman Companies Act (the “SPAC Recommendation”) and (iv) directed that this Agreement and SPAC Shareholder
Approval Matters be submitted to SPAC shareholders at the Special Shareholder Meeting for their approval. This Agreement has been,
and each Ancillary Document to which SPAC is a party shall be when delivered, duly and validly executed and delivered by SPAC 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 SPAC, enforceable against SPAC 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 SPAC is required to be obtained or made in connection with the execution, delivery or performance by SPAC of this Agreement
and each Ancillary Document to which it is a party or the consummation by SPAC 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 SPAC.
4.4
Non-Contravention. Except as otherwise described in Schedule 4.4, the execution and delivery by SPAC of this Agreement
and each Ancillary Document to which it is a party, the consummation by SPAC of the transactions contemplated hereby and thereby, and
compliance by SPAC with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the SPAC 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 SPAC 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 SPAC 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 SPAC 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 SPAC
Material Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to
have a Material Adverse Effect on SPAC.
4.5
Capitalization.
(a) The
authorized share capital of SPAC is US$5,400 divided into 54,000,000 shares of a nominal or par value of US$0.0001 each, consisting
of: (i) 50,000,000 SPAC Class A Ordinary Shares of a nominal or par value of US$0.0001 each, (ii) 3,000,000 SPAC Class B Ordinary
Shares of a nominal or par value of US$0.0001 each, and (iii) 1,000,000 SPAC Preference Share of a nominal or par value of US$0.0001
each. As of the date of this Agreement, the issued and outstanding SPAC Securities are set forth in Schedule 4.5(a). As of
the date of this Agreement, there are no issued or outstanding SPAC Preference Shares. All outstanding SPAC Securities (i) are duly
authorized, validly issued, 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 law of the Cayman Companies Act,
the SPAC Charter or any Contract to which SPAC is a party and (ii) except as set forth in 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 SPAC
Securities). None of the outstanding SPAC Securities has been issued in violation of any applicable securities Laws. Prior to giving
effect to the transactions contemplated by this Agreement, SPAC 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 SPAC or (B) obligating SPAC
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 SPAC 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 SPAC to repurchase, redeem or otherwise acquire any shares of SPAC
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 SPAC is
a party with respect to the voting of any shares of SPAC.
(c)
Except as set forth in Schedule 4.5(c), as of the date hereof, SPAC does not have any Indebtedness and no Indebtedness of
SPAC contains any restriction upon (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by SPAC or (iii)
the ability of SPAC to grant any Lien on its properties or assets.
(d)
Since the date of incorporation of SPAC, and except as contemplated by this Agreement, SPAC 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 SPAC’s board
of directors has not authorized any of the foregoing.
4.6
SEC Filings; SPAC Financials; Internal Controls.
(a) SPAC,
since the IPO, has filed all forms, reports, schedules, statements, registration statements, prospectuses and other documents
required to be filed or furnished by SPAC 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, SPAC has delivered to the Company copies in the form filed with the SEC of all of the following: (i) SPAC’s annual
reports on Form 10-K for each fiscal year of SPAC beginning with the first year SPAC was required to file such a form, (ii)
SPAC’s quarterly reports on Form 10-Q for each fiscal quarter that SPAC filed such reports to disclose its quarterly financial
results in each of the fiscal years of SPAC referred to in clause (i) above, (iii) all other forms, reports, registration
statements, prospectuses and other documents (other than preliminary materials) filed by SPAC 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 SPAC Financials (defined below) or the SEC Reports) to SPAC’s accounting or classification of SPAC’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 SPAC’s auditors (the “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.
(b)
As of the date of this Agreement, (A) SPAC Public Units, SPAC Ordinary Shares and SPAC Public Rights are listed on Nasdaq, (B)
SPAC has not received any written deficiency notice from Nasdaq relating to the continued listing requirements of such SPAC Securities,
(C) there are no Actions pending or, to the Knowledge of SPAC, threatened against SPAC by the Financial Industry Regulatory Authority
with respect to any intention by such entity to suspend, prohibit or terminate the quoting of such SPAC Securities on Nasdaq and (D) such
SPAC Securities are in compliance with all of the applicable corporate governance rules of Nasdaq.
(c)
Except for the SEC SPAC Accounting Changes, the financial statements and notes of SPAC contained or incorporated by reference in
the SEC Reports (the “SPAC Financials”), fairly present in all material respects the financial position and the results
of operations, changes in shareholders’ equity, and cash flows of SPAC 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.
(d)
Except for the SEC SPAC Accounting Changes or as and to the extent reflected or reserved against in SPAC Financials, SPAC 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 SPAC Financials, other than Liabilities of the type required to be reflected on a balance sheet
in accordance with GAAP that have been incurred since SPAC’s incorporation in the ordinary course of business. SPAC 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 SPAC are required by GAAP to be included in the financial statements of
SPAC.
4.7 Absence
of Certain Changes. As of the date of this Agreement, except as set forth in Schedule 4.7, SPAC 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 and (b) since
December 31, 2022, not been subject to a Material Adverse Effect.
4.8
Compliance with Laws. SPAC 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) SPAC has not been subjected to, or received written notice
alleging any material violation of applicable Law respect by SPAC or any investigation by a Governmental Authority for actual or alleged
violation of any Applicable Law, and (b) SPAC is not and has not been in conflict with, or in default, breach or violation of any note,
bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which SPAC is a
party or by which SPAC or any property or asset of SPAC is bound, except, in each case, for any such conflicts, defaults, breaches or
violations that would not have or reasonably be expected to have a Material Adverse Effect on SPAC.
4.9
Actions; Orders; Permits. There is no pending or, to the Knowledge of SPAC, threatened Action to which SPAC or any property
or asset of SPAC is subject which would or would reasonably be expected to have a Material Adverse Effect on SPAC. There is no material
Action that SPAC has pending against any other Person. SPAC is not subject to any material Orders of any Governmental Authority, nor are
any such Orders pending. SPAC 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 SPAC.
4.10
Taxes and Returns.
(a)
SPAC 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 SPAC Financials have been established in accordance
with GAAP. Schedule 4.10(a) sets forth each jurisdiction where SPAC files or is required to file a Tax Return. There are no claims,
assessments. audits, examinations, investigations or other Actions pending against SPAC in respect of any material Tax, and SPAC has not
been notified in writing of any material proposed Tax claims or assessments against SPAC other than, in each case, claims or assessments
for which adequate reserves in SPAC Financials have been established in accordance with GAAP. There are no Liens with respect to any Taxes
upon any of SPAC’s assets, other than Permitted Liens. SPAC 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 SPAC 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, SPAC 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) SPAC
does not have any Liability for the Taxes of another (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). SPAC is not 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 any advance pricing agreement, closing agreement or
other agreement relating to Taxes with any Governmental Authority) that will be binding on SPAC with respect to any period following
the Closing Date.
(d)
SPAC is not and has never 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.
(e)
SPAC is not treated as a domestic corporation (as such term is defined in Section 7701 of the Code) for U.S. federal income tax
purposes.
4.11
Employees and Employee Benefit Plans. SPAC 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. SPAC does not own, license or otherwise have any right, title or interest in any material Intellectual Property.
SPAC 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
SPAC 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 SPAC 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 SPAC as
its business is currently conducted, any acquisition of material property by SPAC or any of its Affiliates, or restricts in any material
respect the ability of SPAC or any of its Affiliates from engaging in business as currently conducted by it or from competing with any
other Person (each, a “SPAC Material Contract”). All SPAC Material Contracts have been made available to the Company
other than those that are exhibits to the SEC Reports.
(b)
With respect to each SPAC Material Contract: (i) SPAC Material Contract was entered into at arms’ length and in the ordinary
course of business; (ii) SPAC Material Contract is legal, valid, binding and enforceable in all material respects against SPAC and, to
the Knowledge of SPAC, 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) SPAC 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 SPAC, or permit termination
or acceleration by the other party, under such SPAC Material Contract; and (iv) to the Knowledge of SPAC, no other party to any SPAC 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 SPAC under any SPAC 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
SPAC, on the one hand, and any (a) present or former director, officer, employee, manager, direct equityholder or Affiliate of SPAC, or
any immediate family member of any of the foregoing, or (b) record or beneficial owner of more than five percent (5%) of SPAC’s
outstanding share as of the date hereof, on the other hand.
4.15 Investment
Company Act; JOBS Act. SPAC 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. SPAC constitutes an “emerging growth
company” within the meaning of the JOBS Act.
4.16
Finders and Brokers. Except as set forth on Schedule 4.16, no broker, finder or investment banker is entitled to
any brokerage, finder’s or other fee or commission from SPAC, 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 SPAC. Schedule 4.16 shall
set forth, as of the date of this Agreement, the amounts of any such fees or commissions that are due or would, upon the Closing, be due.
4.17
Certain Business Practices.
(a)
Neither SPAC, 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 SPAC, 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 SPAC or assist it in connection with
any actual or proposed transaction.
(b)
The operations of SPAC 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 SPAC with respect to the any of the foregoing is pending or, to the
Knowledge of SPAC, threatened.
(c)
None of SPAC or any of its directors or officers, or, to the Knowledge of SPAC, any other Representative acting on behalf of SPAC
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 SPAC 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. Schedule
4.18 lists all insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and type of
policy) held by SPAC relating to SPAC or its business, properties, assets, directors, officers and employees, copies of which have
been provided to the Company. All premiums due and payable under all such insurance policies have been timely paid and SPAC is
otherwise in material compliance with the terms of such insurance policies. All such insurance policies are in full force and
effect, and to the Knowledge of SPAC, there is no threatened termination of, or material premium increase with respect to, any of
such insurance policies. There have been no insurance claims made by SPAC. SPAC 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 have a Material Adverse Effect on SPAC.
4.19
Information Supplied. None of the information supplied or to be supplied by SPAC 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 SPAC’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 supplied or to be
supplied by SPAC 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, SPAC makes no representation, warranty or covenant with respect
to any information supplied by or on behalf of Pubco, the Target Companies or any of their respective Affiliates.
4.20
Independent Investigation. SPAC 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. SPAC 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 SPAC
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 SPAC pursuant hereto.
4.21 Trust
Account. As of September 30, 2023, SPAC had an amount of assets in the Trust Account of no less than eleven million U.S. Dollars
($11,000,000). The funds held in the Trust Account are invested in U.S. government securities or money market funds meeting certain
conditions under Rule 2a-7 promulgated under the Investment Company Act and held in trust pursuant to the Trust Agreement. The Trust
Agreement is in full force and effect and is a legal, valid and binding obligation of SPAC and the Trustee, enforceable in
accordance with its terms (except, in each case, as such enforcement may be limited by the Enforceability Exceptions). The Trust
Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and no such
termination, repudiation, rescission, amendment, supplement or modification is contemplated. SPAC has complied in all material
respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the
Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by SPAC
or the Trustee. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten,
express or implied) that would cause the description of the Trust Agreement in the SEC Reports to be inaccurate in any material
respect or, to the Knowledge of SPAC, that would entitle any Person (other than (i) in respect of deferred underwriting commissions
set forth in Schedule 4.21 or with respect to Taxes, (ii) the holders of SPAC Securities prior to the Second Merger Effective
Time who shall have elected to redeem their SPAC Ordinary Shares pursuant to the SPAC Charter or in connection with an amendment
thereof to extend SPAC’s deadline to consummate a Business Combination or (iii) if SPAC fails to complete a Business
Combination within the allotted time period and liquidates the Trust Account, subject to the terms of the Trust Agreement, SPAC in
limited amounts to permit SPAC to pay the expenses of the Trust Account’s liquidation and dissolution, and then SPAC’s
Public Shareholders) to any portion of the funds in the Trust Account. Prior to the Closing, none of the funds held in the Trust
Account have been released, except to pay Taxes from any interest income earned in the Trust Account, and to redeem SPAC Ordinary
Shares pursuant to the SPAC Charter, or in connection with an amendment thereof to extend SPAC’s deadline to consummate a
Business Combination. As of the date of this Agreement, there are no Actions pending or, to the Knowledge of SPAC, threatened with
respect to the Trust Account. Upon consummation of the Mergers and notice thereof to the Trustee pursuant to the Trust Agreement,
SPAC shall cause the Trustee to, and the Trustee shall thereupon be obligated to, release to SPAC as promptly as practicable, the
funds held in the Trust Account in accordance with the Trust Agreement at which point the Trust Account shall terminate; provided,
however, that the liabilities and obligations of SPAC due and owing or incurred at or prior to the Second Merger Effective Time
shall be paid as and when due, including all amounts payable (a) to holders of SPAC Public Units who exercises such holder’s
redemption rights in accordance with the SPAC Charter with respect to its SPAC Ordinary Shares in connection with the Transactions
contemplated hereby, (b) to the Trustee for fees and costs incurred in accordance with the Trust Agreement and (c) with respect to
filings, applications and/or other actions taken pursuant to this Agreement or required under Law.
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 SPAC, 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 SPAC 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 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 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 filings 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 for
any deviations from any of the foregoing clauses (a), (b) or (c) that would not 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 500,000,000 Pubco Ordinary Shares, of which one (1) Pubco Ordinary Share is
issued and outstanding, and owned by Yee Kit CHAN, (ii) First Merger Sub is authorized to issue 500,000,000 ordinary shares, par
value US$0.0001 per share, of which one (1) share is issued and outstanding and owned by Pubco, and (iii) Second Merger Sub is
authorized to issue 500,000,000 ordinary shares, par value US$0.0001 per share, of which one (1) share is 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 SPAC, 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 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 SPAC’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
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 SPAC, 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 SPAC 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 SPAC 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 SPAC set forth in this Agreement (including the related portions of the Company Disclosure Schedules and SPAC 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 SPAC for the Registration Statement; and (b) none of the Company, SPAC or their
respective Representatives have made any representation or warranty as to the Target Companies, SPAC or this Agreement, except as
expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and SPAC Disclosure
Schedules) or in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub pursuant hereto.
5.11
Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article V, Pubco, First
Merger Sub and Second Merger Sub hereby expressly disclaim and negate any other express or implied representation or warranty whatsoever
(whether at Law or in equity) with respect to Pubco, First Merger Sub and Second Merger Sub, and any matter relating to any of them, including
their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect
to the accuracy or completeness of any other information made available to SPAC, its Affiliates or any of their respective Representatives
by, or on behalf of, Pubco, First Merger Sub or Second Merger Sub, and any such representations or warranties are expressly disclaimed.
Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of PubCo, First Merger Sub or
Second Merger Sub nor any other person on behalf of PubCo, First Merger Sub or Second Merger Sub has made or makes, any representation
or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to SPAC, its
Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future
cash flows or future financial condition (or any component thereof) of PubCo, First Merger Sub or Second Merger Sub (including the reasonableness
of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information
made available to SPAC, its Affiliates or any of their respective Representatives or any other Person, and any such representations or
warranties are expressly disclaimed.
Article
VI
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Except as set forth in the
disclosure schedules delivered by the Company to, and accepted by, SPAC 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 SPAC 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 SPAC 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 authorization, filing and recordation of appropriate
merger documents as required by the Cayman Companies Act and the Surviving Company Charter). 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 authorized share capital is US$20,000 divided into 200,000,000 Company Ordinary Shares, par value US$0.0001
per share. As of the date hereof, a total of 200,000 Company Ordinary Shares were issued and outstanding. 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 shares of the Company
free and clear of any Liens other than those imposed under the Company’s Organizational Documents and applicable securities Laws.
All of the outstanding shares and other shares 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. Except as set forth on Schedule 6.3(b), there are no 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), 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 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 SPAC accurate and complete copies of the share registers and documents of titles 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. All the issued shares of each Target Company have been duly authorized, are validly issued and non-assessable and free from
any Liens. The shares of each Target Company have been fully paid by, or validly transferred to, the holders of each Target Company as
disclosed in Schedule 6.4, and such holders are entitled to all rights accorded to a holder of such shares in the relevant Target
Company in accordance with the Organizational Documents of such Target Company. Regarding the indirect Subsidiaries, (a) PSI (BVI) Ltd.
owns 99.2% of the issued and outstanding shares of Profit Sail Int’l Express (H.K.) Limited, free and clear of any Liens other than
those imposed under the Organizational Documents of Profit Sail Int’l Express (H.K.) Limited and applicable securities Laws; and
(a) BGG (BVI) Ltd. owns all of the issued and outstanding shares of Business Great Global Supply Chain Limited, free and clear of any
Liens other than those imposed under the Organizational Documents of Business Great Global Supply Chain Limited and applicable securities
Laws. 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. No Target Company is a participant in any joint venture, partnership
or similar arrangement. There are no outstanding contractual obligations of a Target Company to provide funds to, or make any loan or
capital contribution to any other Person. No approval or consent is required from any shareholder of Profit Sail Int’l Express (H.K.)
Limited that is not a Target Company for the consummation by any Target Company of the transactions contemplated by this Agreement and
each Ancillary Document to which any Target Company is or is required to be a party.
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) such filings as expressly contemplated by this Agreement or otherwise
in accordance with the Cayman Companies Act, including the filings required in connection with the Mergers and the filings of the
Amended Pubco Charter, (b) any filings required with Nasdaq or the SEC with respect to the Transactions, (c) 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 (d) 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 be have a Material Adverse Effect 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.
6.7
Financial Statements.
(a) As
used herein, the term “Company Financials” means (i) the audited consolidated financial statements of the Target
Companies (which do not contain notes) consisting of the consolidated balance sheets of the Target Companies as of December 31, 2022
(the “Balance Sheet Date”) and December 31, 2021 and the related consolidated income statements, changes in
shareholder equity and statements of cash flows for the years then ended, and (ii) the unaudited consolidated management accounts of
the Company prepared by the Company for the period as of June 30, 2023 (the “Interim Balance Sheet Date”) and the
related consolidated income statement, changes in shareholder equity and statement of cash flows for the year then ended. True and
correct copies of the Company Financials have been provided to SPAC. The Company Financials (i) were prepared based upon the books
and records of the Target Companies as of the times and for the periods referred to therein, (ii) 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 (iii) 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 the Interim Balance Sheet Date, (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 the Interim Balance Sheet Date, each Target Company: (a) has conducted its business in the ordinary course of business consistent
with past practice, (b) has not been subject to a Material Adverse Effect and (c) has not taken any action or committed or agreed to take
any action that, if taken after the date of this Agreement without the consent of SPAC, would constitute a 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 five (5) 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 by which it is or any of its properties, assets, employee, businesses or operations are or were bound or affected,
except, in each case, for any such conflicts, non-compliance, defaults, breaches or violations that would not have or would not reasonably
be expected to have a Material Adverse Effect on the Target Companies taken as a whole.
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 (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 SPAC 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 US$250,000 which is currently pending or, to the Company’s Knowledge, threatened, to be
made for the past four (4) 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 four (4) years, in either case of
(a) or (b) by or against any Target Company, its business, equity securities or assets. For the past five (5) 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 SPAC 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 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 on behalf
of a 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;
(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 $2,000,000 in the aggregate other than in the ordinary course of business;
(viii)
involves payment by the Target Companies in excess of $500,000 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 $1,000,000 entered into within three (3) 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 the date hereof, (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. 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 SPAC 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 currently leased or subleased by a Target
Company 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. The Company has provided to SPAC 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). 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, be material to 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 Fifty Thousand U.S. Dollars ($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 Interim Balance Sheet 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 are 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), 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 or employee
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 highest-paid 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 employee, any Person alleging to be a current or former 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 employees which hold the position
of director or above of the Target Companies showing for each as of such date the employee’s name, job title or description, and
department. Except as set forth on Schedule 6.18(c), (A) no employee is a party to a written employment Contract with a Target
Company, and (B) the Target Companies have paid in full to all their employees all wages, salaries, commission, bonuses and other compensation
due to their employees, including overtime compensation, and no Target Company has any obligation or Liability (whether or not contingent)
with respect to severance payments 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 Target 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
or template of which has been made available to SPAC 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 SPAC by the Company. For the purposes of applicable Law, including the Code, all independent
contractors who are currently, or within the last six (6) years have been, 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”
mean 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) Set
forth on Schedule 6.19(a) is a true and complete list of each Foreign Plan of a Target Company (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 SPAC 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 SPAC. 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 $100,000 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 and Suppliers. Schedule 6.23 lists, by dollar volume received or paid, as applicable, for each of (a)
the twelve (12) months ended on December 31, 2022 and (b) the period from January 1, 2023 through the Interim Balance Sheet Date, the
ten (10) largest customers of the Target Companies (the “Top Customers”) and the ten (10) 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 cancelled 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 material amount due to any Target Company or seek to exercise any remedy against
any Target Company, and (iv) except as set forth on Schedule 6.23, 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 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, 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). 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, Cote 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 SPAC, 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 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 SPAC’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 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 SPAC, 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 SPAC, 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 SPAC, Pubco, First Merger Sub and Second Merger Sub set forth in this Agreement (including
the related portions of SPAC Disclosure Schedules) and in any certificate delivered to the Company pursuant hereto, and the information
provided by or on behalf of SPAC, Pubco, First Merger Sub or Second Merger Sub for the Registration Statement; and (b) none of SPAC,
Pubco, First Merger Sub or Second Merger Sub or their respective Representatives have made any representation or warranty as to SPAC,
Pubco, First Merger Sub or Second Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related
portions of SPAC Disclosure Schedules) or in any certificate delivered to Company pursuant hereto.
6.29
Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article VI, the Company
has not made or does not make any representation or warranty, whether express or implied. Without limiting the generality of the foregoing,
except as expressly set forth in this Agreement, the Company has not made and does not make any representation or warranty, whether express
or implied, with respect to any projections, forecasts, estimates or budgets made available to SPAC, its Affiliates or any of their respective
Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition
(or any component thereof) of the Company or any other Target Companies (including the reasonableness of the assumptions underlying any
of the foregoing), whether or not included in any management presentation or in any other information made available to SPAC, its Affiliates
or any of their respective Representatives or any other Person, and any such representations or warranties are expressly disclaimed.
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 9.1 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, SPAC 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 SPAC 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 SPAC and its Representatives in their investigation; provided, however, that SPAC
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, SPAC 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 SPAC, as the Company, Pubco, First
Merger Sub and Second Merger Sub or their respective Representatives may reasonably request regarding SPAC 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 statement of SPAC’s total Indebtedness and
Liabilities, in reasonable detail including for each component thereof, along with the amount owed to each creditor as of the end of
each calendar month after the date of this Agreement, 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 SPAC’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 SPAC.
7.2
Conduct of Business of the Company, Pubco, First Merger Sub and Second Merger Sub.
(a)
Unless SPAC 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 Schedule 7.2, or as required
by applicable Law, during the Interim Period, without the prior written consent of SPAC (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 SPAC;
(iii)
split, combine, 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 SPAC;
(iv)
incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of
$250,000 individually or $1,000,000 in the aggregate, make a loan or and or advance to or investment in any third party (other than advancement
of expenses to employees in the ordinary course of business), or guarantee or endorse any Indebtedness, Liability or obligation of any
Person in excess or $250,000 individually or $1,000,000 in the aggregate;
(v)
increase the wages, salaries or compensation of its employees other than in the ordinary course of business, consistent with past
practice, and in any event not in the aggregate by more than ten percent (10%), 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 consultant, officer, manager, director or
employee, 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 material Action relating to Taxes, file any material 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 IP Licenses 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)
enter into any new line of business or, without written notice to SPAC, establish any Subsidiary or;
(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 substantially similar to that which
is 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 $250,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions,
Liabilities or obligations, unless such amount has been reserved in the Company Financials;
(xiv)
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 $250,000 (individually for any project (or set of related projects) or $1,000,000 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 $250,000 individually
or $1,000,000 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 SPAC.
(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, SPAC 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 SPAC 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
SPAC from (x) extending one or more times, in accordance with SPAC Charter and IPO Prospectus, or by amendment to SPAC Charter, the deadline
by which it must complete its initial business combination (each, an “Extension”), or (y) borrowing additional funds
from the Sponsor up to $500,000 (individually or in the aggregate) for Expenses (but subject to the provisions of Section 7.16),
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 (including as
contemplated by any PIPE Investment) or any Ancillary Document 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), SPAC 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)
split, combine, 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 material 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 SPAC;
(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 SPAC’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, SPAC) 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 SPAC 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
SPAC Public Filings. During the Interim Period, SPAC 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 commercially reasonable efforts
prior to the Closing to maintain the listing of SPAC Public Units, SPAC Ordinary Shares and SPAC Public Rights 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 Ordinary Shares,
and (ii) cooperate with Pubco and the Company to cause the Pubco Ordinary Shares 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 7.4.
7.5
Annual and Interim Financial Statements. During the Interim Period, within ninety (90) calendar days following each June
30 and December 31, the Company shall deliver to SPAC an unaudited consolidated income statement and an unaudited consolidated balance
sheet of the Target Companies (the “Interim Balance Sheet”) for the period from the Interim Balance Sheet Date through
the end of such semi-annual 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. From the date hereof through the Closing Date, the Company will
also promptly deliver to SPAC copies of any audited consolidated financial statements of the Target Companies that the Target Companies’
certified public accountants may issue.
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, or otherwise and (B) with respect to SPAC and its Affiliates,
a transaction (other than the transactions contemplated by this Agreement) concerning a Business Combination for SPAC.
(b) During
the Interim Period, in order to induce the other Parties to continue 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 SPAC, 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 propose 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, 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 48 hours) 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 bona fide inquiries,
proposals or offers, requests for information or requests for discussions or negotiations regarding or constituting any Acquisition Proposal
or any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations that could be expected
to result in an Acquisition Proposal, and (ii) any request for 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 and shall,
and shall direct its Representatives to, cease and terminate any such solicitations, discussions or negotiations.
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 SPAC, 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 SPAC, it shall not
purchase or sell any securities of SPAC, communicate such information to any third party, take any other action with respect to any securities
of SPAC, in each case in violation of the U.S. 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 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, at such Party’s sole cost
and expense, 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
Company Shareholder) 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.
(e)
With respect to Pubco, as promptly as practicable after the date hereof, Pubco shall approve (i) 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 SPAC and which will provide that the total pool of awards under such Equity Incentive Plan will be a number of Pubco
Ordinary Shares equal to ten percent (10%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the
Closing and shall include a customary evergreen provision, (ii) the appointment of the members of the Post-Closing Pubco Board, in each
case in accordance with Section 7.14 hereof, and (iii) to the extent required by the Federal Securities Laws, the Cayman Companies
Act, the adoption of the Amended Pubco Charter.
(f)
With respect to SPAC, during the Interim Period, the SPAC shall use commercially reasonable efforts to procure that all fees or
commissions payable by SPAC to any financial advisor, consultant (but excluding any legal advisor, auditor, or fairness opinion provider),
underwriter or investment banker (including all deferred underwriting fees in connection with SPAC’s initial public offering) will
be paid at the Closing in the form of Pubco Ordinary Shares in an amount equal to (x) the amount of the applicable fee divided by (y)
the Per Share Price.
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, SPAC and Pubco shall prepare with the reasonable assistance of the Company, and
file with the SEC a registration statement on 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 Ordinary
Shares to be issued under this Agreement to the shareholders, rightholders and warrantholders of the Company and SPAC, which Registration
Statement will also contain a proxy statement of SPAC (as amended, and supplemented from time to time, the “Proxy Statement”)
for the purpose of soliciting proxies from SPAC shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing
the Public Shareholders an opportunity in accordance with the SPAC Charter and the IPO Prospectus to have their SPAC Ordinary Shares redeemed
(the “Redemption”) in conjunction with the shareholder vote on SPAC Shareholder Approval Matters. The Proxy Statement
shall include proxy materials for the purpose of soliciting proxies from SPAC shareholders to vote, at an extraordinary general meeting
of SPAC shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favor of resolutions
approving (A) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of the
Company Share Consideration), by the holders of SPAC Ordinary Shares in accordance with the SPAC Charter, the Cayman Companies Act and
the rules and regulations of the SEC and Nasdaq, (B) such other matters as the Company and SPAC shall hereafter mutually determine to
be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) and (B), collectively,
the “SPAC Shareholder Approval Matters”), and (C) the adjournment of the Special Shareholder Meeting, if and as mutually
agreed by the Company and SPAC.
(b)
Pubco, SPAC 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 Special Shareholder Meeting and the
Redemption. No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by SPAC or Pubco
without the approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed). Each of SPAC 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 SPAC nor the Company shall
use any such information for any purposes other than those contemplated by this Agreement. All documents that SPAC, Pubco and the Company
is 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 SPAC 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 SPAC, (iii) the time of the
Special Shareholder Meeting of SPAC, and (iv) the Second Merger Effective Time. If, at any time prior to the Second Merger Effective
Time, any event or circumstance relating to SPAC (with respect to SPAC), 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 SPAC or the
Company (as applicable) which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy
Statement, SPAC 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. SPAC and Pubco
shall amend or supplement the Registration Statement and, subject to Section 7.11(b), SPAC and Pubco shall file with the SEC
and disseminate to SPAC’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 SPAC Charter.
(d)
SPAC, 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. SPAC and Pubco shall provide the Company with copies of any written
comments, and shall inform the Company of any material oral comments, that SPAC, Pubco or their respective Representatives receive from
the SEC or its staff with respect to the Registration Statement, the Special 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,
SPAC and Pubco shall distribute the Registration Statement to SPAC’s shareholders and, SPAC shall call the Special Shareholder Meeting
in accordance with the SPAC 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. SPAC, acting through its board of directors (or a committee thereof),
shall (i) make SPAC Recommendation and include such SPAC 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 SPAC Shareholder Approval Matters, and (iii) take
all other action necessary or advisable to secure the approval of SPAC Shareholder Approval Matters. If on the date for which the Special
Shareholder Meeting is scheduled, SPAC 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, SPAC may make one or more successive postponements or adjournments of the Special
Shareholder Meeting for up to 30 days in the aggregate upon the good faith determination by the board of directors of SPAC that such postponement
or adjournment is necessary to solicit additional proxies and votes to obtain approval of SPAC Shareholder Approval Matters or otherwise
take actions consistent with SPAC’s obligations pursuant to Section 7.9, or for such additional periods of time that may
be mutually agreed upon between SPAC and the Company. SPAC shall use its best efforts to obtain the approval of SPAC Shareholder Approval
Matters, including by soliciting from its shareholders proxies as promptly as possible in favor of SPAC 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 SPAC, 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 SPAC 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 SPAC 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 SPAC
or the Company or its 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 SPAC 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 SPAC Confidential Information without SPAC’s prior written consent; and (ii) in the event that the
Company, Pubco, First Merger Sub and 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 IX, for a period of two (2) years after such
termination, becomes legally compelled to disclose any SPAC Confidential Information, (A) provide SPAC to the extent legally
permitted with prompt written notice of such requirement so that SPAC or a Representative thereof may seek, at SPAC’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 SPAC waives compliance with this Section 7.13(a), furnish only that
portion of such SPAC 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 SPAC 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 SPAC or destroy (at SPAC’s election) any and all copies (in whatever form or medium) of SPAC 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 SPAC Confidential Information to the extent
required by the Federal Securities Laws.
(b)
SPAC hereby agrees that during the Interim Period and, in the event that this Agreement is terminated in accordance with Article
IX, 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 SPAC or any of its Representatives, during the Interim Period or, in the event that
this Agreement is terminated in accordance with Article IX, 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, SPAC shall, and shall cause its Representatives to, promptly deliver to the Company or destroy
(at SPAC’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, SPAC
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 SPAC agree that the Confidentiality Agreement entered into by the Company and SPAC as of August 12, 2023 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 Pubco to resign, so that effective immediately
after the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of up to seven (7)
individuals, which shall include (i) two (2) persons who are designated by SPAC prior to the Closing (the “SPAC Directors”),
at least one (1) of whom shall qualify as an independent director under Nasdaq rules, and each SPAC Director shall serve a one (1) year
term from the Closing Date, unless such SPAC Director is removed or resigns prior to the expiration of their respective terms in accordance
with the Amended Pubco Charter, and (ii) five (5) persons who are designated by the Company prior to the Closing (the “Company
Directors”), at least three (3) of whom shall qualify as independent directors under Nasdaq rules. At or prior to the Closing,
Pubco will provide each SPAC Director and Company Director with a customary director indemnification agreement, in form and substance
reasonably acceptable to such SPAC Director or Company 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 (i) the current
or former directors and officers of each Target Company, Pubco, First Merger Sub, Second Merger Sub, and (ii) the current or former directors
and officers of SPAC (collectively, 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 SPAC 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 in the Organizational Documents of the applicable Party as of the date of this Agreement, 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 SPAC’s directors and officers as of the date of this Agreement, SPAC shall be permitted prior to the Second
Merger Effective Time to obtain a D&O “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 SPAC’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 SPAC for
insurance policies with substantially equivalent insurance coverage. If obtained, Pubco and SPAC 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 SPAC 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 VIII and provision of notice thereof
to the Trustee (which notice SPAC shall provide to the Trustee in accordance with the terms of the Trust Agreement), (a) in
accordance with and pursuant to the Trust Agreement, at the Closing, SPAC (i) shall cause any documents, and notices required to be
delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (ii) 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 SPAC pursuant to the Redemptions.
The Parties agree that after the Closing, the funds in the Trust Account, and any proceeds received by Pubco or SPAC from any PIPE
Investment originated directly or indirectly by or through SPAC or its Representatives, after taking into account payments for the
Redemption, shall first be used to pay (i) SPAC’s accrued Expenses payable in cash at the Closing, (ii) any loans owed by SPAC
to Sponsor for Expenses (including deferred Expenses), other administrative costs and expenses incurred by or on behalf of SPAC, and
(iii) the Company’s unpaid expenses that are directly related to the Transaction; provided, however, that to the extent that
the aggregate amounts payable in cash described in (i) and (ii) above exceeds US$1,500,000 (such excess, the “Excess SPAC
Expense Amount”), Sponsor shall bear 100% of such Excess SPAC Expense Amount; and to the extent Sponsor fails to pay or
otherwise discharge such Excess SPAC Expense Amount at Closing (the “Sponsor Shortfall”), Sponsor, without any
further action by any party, shall automatically be deemed to, and shall, irrevocably transfer to Pubco and forfeit for cancellation
(and Sponsor and Pubco shall take all actions necessary to effect such transfer, surrender and forfeiture for cancellation) for no
consideration, a quantity of Pubco Ordinary Shares otherwise due to Sponsor at Closing equal to (x) the Sponsor Shortfall divided by
(y) the Per Share Price. 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. Without limiting anything to the contrary contained herein, during the Interim Period, upon written request
of the Company, SPAC shall enter into and consummate subscription agreements with investors relating to a private equity investment in
SPAC or Pubco to purchase shares of SPAC 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 of SPAC or the Company elects to seek
a PIPE Investment, the other party shall, and shall cause their respective 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.
(a)
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 Taxes arising from adverse Tax consequences that may result if the Transactions
do not qualify for the Intended Tax Treatment. None of Pubco, First Merger Subsidiary, Second Merger Subsidiary, the Company and any Affiliate
of the Company makes any representation or provides any assurances to SPAC, SPAC Representative, Sponsor, any of their Affiliates or to
any other Persons regarding qualification of the Mergers for the Intended Tax Treatment.
(b)
In the event that the SEC requests or requires a tax opinion regarding any aspect of the Intended Tax Treatment,
SPAC shall use reasonable best efforts to cause such opinion (as so required or requested) to be provided by its tax advisor and each
party shall use reasonable best efforts to execute and deliver customary tax representation letters to tax advisors in form and substance
reasonably satisfactory to such advisor for the purpose of issuing such opinions. For the avoidance of doubt, a tax opinion regarding
the Intended Tax Treatment is not a condition to Closing.
7.19
SPAC Shareholder Approval. SPAC shall take all action necessary to obtain the approval on SPAC Shareholder Approval Matters
by the requisite vote of the shareholders of SPAC in accordance with the SPAC Charter, applicable Law and the Proxy Statement, by convening
the Special Shareholder Meeting (the “Required Shareholder Approval”) as promptly as reasonably practicable.
Article
VIII
CLOSING CONDITIONS
8.1
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 SPAC of the following conditions:
(a)
Required Shareholder Approval. SPAC has obtained the Required Shareholder Approval on SPAC Shareholder Approval Matters
in accordance with Section 7.19.
(b)
Requisite Regulatory Approvals. All material Consents required to be obtained from or made with any Governmental Authority
in order to consummate the transactions contemplated by this Agreement 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. After giving effect to the Redemption and any PIPE Investment that has been funded prior to or at the
Closing, SPAC shall have net tangible assets of at least $5,000,001 (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange
Act) remaining immediately after the Closing.
(e)
Amended Pubco Charter. The Amended Pubco Charter shall have been duly adopted and remain in full force and effect without
modification thereto.
(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 Ordinary Shares 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.
8.2
Conditions to Obligations of the Company, Pubco, First Merger Sub and Second Merger Sub. In addition to the conditions specified
in Section 8.1, 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 SPAC set forth in this Agreement and in any
certificate delivered by or on behalf of SPAC 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, SPAC, and (iii) the representations and warranties of SPAC 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. SPAC 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 SPAC since the date of this
Agreement which is continuing and uncured.
(d)
Closing Deliveries.
(i)
Director Certificate. SPAC shall have delivered to the Company and Pubco a certificate, dated the Closing Date, signed by
a director of SPAC in such capacity, (A) certifying as to the satisfaction of the conditions specified in Sections 8.2(a), 8.2(b)
and 8.2(c) with respect to SPAC, and (B) certifying as to, and attaching, (x) a copy of the SPAC Charter as in effect as of the
Closing Date, (y) the resolutions of SPAC’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, and (z) evidence that the Required Shareholder Approval has been obtained.
(ii)
Ancillary Documents. The Company and Pubco shall have received a copy of the Ancillary Documents duly executed and approved
by the other parties thereto, as applicable.
8.3
Conditions to Obligations of SPAC. In addition to the conditions specified in Section 8.1, the obligations of SPAC
to consummate the Transactions are subject to the satisfaction or written waiver (by SPAC) 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)
Closing Deliveries.
(i)
Director Certificate. SPAC shall have received a certificate from the Company, dated as the Closing Date, signed by director
of the Company in such capacity, (A) certifying as to the satisfaction of the conditions specified in Sections 8.3(a), (b)
and (c) with respect to the Company, Pubco, First Merger Sub and Second Merger Sub, as applicable, (B) certifying as to the validity
and effectiveness of, and attaching, (x) copies of its Organizational Documents as in effect as of the Closing Date (immediately prior
to the Second Merger Effective Time), and (y) 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.
(ii)
Ancillary Documents. SPAC shall have received copies of the Ancillary Documents duly executed and approved by the other
parties thereto, as applicable.
(iii)
Good Standing. The Company shall have delivered to SPAC 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 SPAC 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
any 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.
8.4
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 VIII 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
IX
TERMINATION AND EXPENSES
9.1
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 SPAC and the Company;
(b)
by written notice by either SPAC or the Company to the other Parties if any of the conditions to the Closing set forth in Article
VIII have not been satisfied or waived by June 30, 2024 (as may be extended pursuant to the next proviso, the “Outside Date”);
provided, however, that the right to terminate this Agreement under this Section 9.1(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 SPAC 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 9.1(c) shall not be available to a Party if the failure by such Party or its Affiliates
(or with respect to the Company, any Company Shareholder, 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 SPAC, if (i) there has been a material breach by SPAC of any of its representations, warranties,
covenants or agreements contained in this Agreement, or if any representation or warranty of SPAC shall have become untrue or materially
inaccurate, in any case, which would result in a failure of a condition set forth in Section 8.2(a) or Section 8.2(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 SPAC 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 9.1(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 SPAC 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 8.3(a) or Section 8.3(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 SPAC or (B) the Outside Date;
provided, that SPAC shall not have the right to terminate this Agreement pursuant to this Section 9.1(e) if at such time SPAC is
in material uncured breach of this Agreement;
(f)
by written notice by either SPAC or the Company to the other if the Special Shareholders Meeting is held (including any adjournment
or postponement thereof) and has concluded, SPAC’s shareholders have duly voted, and the Required Shareholder Approval was not obtained;
provided that the right to terminate this Agreement under this Section 9.1(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; or
(g)
by written notice by the Company to SPAC, if the SPAC’s Class A Ordinary Shares have become delisted from Nasdaq and are
not relisted on the Nasdaq or the New York Stock Exchange within sixty (60) days after such delisting.
9.2
Effect of Termination. This Agreement may only be terminated in the circumstances described in Section 9.1 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 9.1 under which such termination is made. In the event of the valid termination of this Agreement
pursuant to Section 9.1, 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 that Section 7.13, this
Section 9.2, Section 9.3, Section 10.1, Article XI, and any definitions to the foregoing under Article
XII shall survive the termination of this Agreement.
9.3 Fees
and Expenses. Except as otherwise provided in this Agreement and subject to Section 7.16, all Expenses incurred in
connection with this Agreement and the transactions contemplated hereby 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 9.1. As used in this Agreement, the term “Expenses” shall mean 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, exchange listing fees, SEC filing fees and filing printer
fees) 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 the transactions contemplated by 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 SPAC shall be borne by Pubco.
Article
X
WAIVERS AND RELEASES
10.1 Waiver
of Claims Against Trust. Reference is made to the IPO Prospectus. The Company, Pubco, First Merger Sub and Second Merger Sub
hereby represents and warrants that it has read the IPO Prospectus and understands that SPAC has established the Trust Account
containing the proceeds of the IPO and the overallotment shares acquired by SPAC’s underwriters and from certain private
placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of
SPAC’s public shareholders (including overallotment shares acquired by SPAC’s underwriters) (the “Public
Shareholders”) and that, except as otherwise described in the IPO Prospectus, SPAC may disburse monies from the Trust
Account only: (a) to the Public Shareholders in the event they elect to redeem their SPAC Ordinary Shares 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 the SPAC Charter to extend SPAC’s deadline to consummate a
Business Combination, (b) to the Public Shareholders if SPAC fails to consummate a Business Combination within twelve (12) months
after the closing of the IPO, subject to further extension by amendment to the SPAC Charter following the closing of the IPO, (c)
with respect to up to $87,112.50 annually in interest earned on the amounts held in the Trust Account, as necessary to pay for any
taxes or up to US$50,000 of interest to pay dissolution expenses, and (d) to SPAC after or concurrently with the consummation of a
Business Combination. For and in consideration of SPAC 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 SPAC or any of
its Representatives, on the one hand, and the Company, Pubco, First Merger Sub and Second Merger, or any Company Shareholder 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 SPAC or its Representatives and
will not seek recourse against the Trust Account (including any distributions therefrom to SPAC’s public shareholders) for any
reason whatsoever (including for an alleged breach of this Agreement or any other agreement with SPAC 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
SPAC 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 SPAC 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 11.7 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 SPAC and its Affiliates to induce SPAC 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 SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC 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 any of their respective Affiliates commences Action based upon, in connection with, relating to or
arising out of any matter relating to SPAC 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, SPAC 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 SPAC or its Representatives, as applicable, prevails in such Action. This Section 10.1 shall
survive termination of this Agreement for any reason.
Article
XI
MISCELLANEOUS
11.1
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 SPAC at or prior to the
Closing, to:
AIB Acquisition Corporation
875 Third Avenue, Suite
M204A
New York, New York 10022
U.S.A.
Attn: Eric Chen, Chief
Executive Officer
Telephone No.: +1 (212)
380-8128
Email: eric.chen@aibspac.com
|
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: Barry I. Grossman,
Esq.
Facsimile No.: +1 (212)
370-7889
Telephone No.: +1 (212)
370-1300
Email: bigrossman@egsllp.com |
|
If to the SPAC Representative,
to:
AIB LLC
875 Third Avenue, Suite
M204A
New York, New York 10022
U.S.A.
Attn: Eric Chen
Telephone No.: +1 (212)
380-8128
Email: eric.chen@aibspac.com |
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: Barry I. Grossman,
Esq.
Facsimile No.: +1 (212)
370-7889
Telephone No.: +1 (212)
370-1300
Email: bigrossman@egsllp.com |
|
If to the Company at or prior
to the Closing, to:
PSI Group Holdings Ltd.
Room 1002, 10/F., Join-In
Hang Sing Centre,
No.2-16 Kwai Fung Crescent, Kwai Chung, New Territories
Attn: William Chan
Telephone No.: +852-27543320
Email: project.psi@profitsail.com
|
with a copy (which will not
constitute notice) to:
Cooley LLP
c/o Suites 3501-3505, 35/F
Two Exchange Square
8 Connaught Place
Central, Hong Kong
Attn: Will H. Cai
Email: wcai@cooley.com |
|
If to Pubco, First Merger Sub
or Second Merger Sub
at or prior to the Closing, to:
PS International Group Ltd.
Room 1002, 10/F.,
Join-In Hang Sing Centre,
No.2-16 Kwai Fung Crescent, Kwai Chung, New Territories
Attn: William Chan
Telephone No.: +852-27543320
Email: project.psi@profitsail.com
|
with a copy (which will not
constitute notice) to:
Cooley LLP
c/o Suites 3501-3505, 35/F
Two Exchange Square
8 Connaught Place
Central, Hong Kong
Attn: Will H. Cai
Email: wcai@cooley.com |
|
If to Pubco, SPAC, or the Company
after the Closing, to:
PS International Group Ltd.
Room 1002, 10/F., Join-In
Hang Sing Centre,
No.2-16 Kwai Fung Crescent, Kwai Chung,
New Territories
Attn: William Chan
Telephone No.: +852-27543320
Email: project.psi@profitsail.com
|
with a copy (which will not
constitute notice) to:
Cooley LLP
c/o Suites 3501-3505, 35/F
Two Exchange Square
8 Connaught Place
Central, Hong Kong
Attn: Will H. Cai
Email: wcai@cooley.com |
11.2
Binding Effect; Assignment. Subject to Section 11.3, 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 SPAC (and after the Closing, SPAC Representative),
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.
11.3
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.
11.4 Nonsurvival
of Representations, Warranties and Covenants. None of the representations, warranties, covenants, obligations or other
agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any
rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall
survive the Closing, and all such representations, warranties, covenants, obligations or other agreements shall terminate and expire
upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof), except for (a) those
covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and (b) in
accordance with Section 9.2.
11.5 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, 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: (i) (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, and (ii) (a) the Second
Merger and (b) 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 SPAC in the Surviving Entity 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 SPAC and the board of directors of Second
Merger Sub and the internal corporate affairs of SPAC, Second Merger Sub and the Surviving Entity. Any Action based upon, arising
out of or related to this Agreement or the transactions contemplated hereby may be brought in federal and state courts located in
the City of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each of the Parties
irrevocably submits to the exclusive jurisdiction of each such court in any such Action, waives any objection it may now or
hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be
heard and determined only in any such court, and agrees not to bring any Action arising out of or relating to this Agreement or the
transactions contemplated hereby in any other court. 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 11.1. Nothing in
this Section 11.5 shall affect the right of any Party to serve legal process in any other manner permitted by Law.
11.6 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 11.6.
11.7
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.
11.8
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.
11.9
Amendment. This Agreement may be amended, supplemented or modified only by execution of a written instrument signed by each
of the Parties hereto.
11.10
Waiver. Each of SPAC, 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. Notwithstanding the foregoing, any waiver of any provision
of this Agreement after the Closing by SPAC shall also require the prior written consent of SPAC Representative.
11.11
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.
11.12
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 SPAC 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 SPAC and its Representatives
and SPAC 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 SPAC, its Affiliates or any of their Representatives in-person or by email.
11.13
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.
11.14
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.
11.15
SPAC Representative.
(a)
SPAC, on behalf of itself and its successors and assigns, by execution of this Agreement, hereby irrevocably appoints the SPAC
Representative as its agent, attorney-in-fact and representative, with full power of substitution to act in their name, place and stead,
to act on behalf of SPAC from and after the Second Merger Effective Time in connection with: (i) making on behalf of SPAC any determinations
and taking all actions on its behalf relating to the Aggregate Merger Consideration Amount, the Company Merger Shares and the adjustment
thereto under Section 2.9, and any disputes or discussions with respect thereto, (ii) terminating, amending or waiving on behalf
of SPAC any provision of this Agreement or any Ancillary Document which expressly contemplates that SPAC Representative will act on behalf
of SPAC; (iii) signing on behalf of SPAC any releases or other documents with respect to any dispute or remedy arising under this Agreement
or any Ancillary Document which expressly contemplates that SPAC Representative will act on behalf of SPAC; (iv) employing and obtaining
the advice of legal counsel, accountants and other professional advisors as SPAC Representative, in its reasonable discretion, deems necessary
or advisable in the performance of its duties as SPAC Representative and to rely on their advice and counsel; (v) otherwise enforcing
the rights and obligations of any SPACs under this Agreement or any Ancillary Document which expressly contemplates that SPAC Representative
will act on behalf of SPAC, including giving and receiving all notices and communications hereunder or thereunder on behalf of SPAC. All
decisions and actions by SPAC Representative shall be binding upon the shareholders of SPAC immediately prior to the Second Merger Effective
Time, SPAC, their respective successors and assigns, and neither SPAC, its shareholders immediately prior to the Second Merger Effective
Time, nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section
11.15 are irrevocable and coupled with an interest. SPAC Representative hereby accepts its appointment and authorization as SPAC Representative
under this Agreement.
(b) SPAC
Representative shall not be liable for any act done or omitted under this Agreement or any Ancillary Document which expressly
contemplates that SPAC Representative will act as SPAC Representative while acting in good faith and without willful misconduct or
gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith.
SPAC Representative shall be indemnified, defended and held harmless by the shareholders of SPAC immediately prior to the Second
Merger Effective Time from and against any and all losses incurred without gross negligence, bad faith or willful misconduct on the
part of SPAC Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of
SPAC Representative’s duties under this Agreement or any Ancillary Document which expressly contemplates that SPAC
Representative will act on behalf of SPAC or its shareholders, including the reasonable fees and expenses of any legal counsel
retained by SPAC Representative. In no event shall SPAC Representative in such capacity be liable hereunder or in connection
herewith for any indirect, punitive, special or consequential damages. SPAC Representative shall be fully protected in relying upon
any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies
thereof, and no Person shall have any Liability for relying on SPAC Representative in the foregoing manner. In connection with the
performance of its rights and obligations hereunder, SPAC Representative shall have the right at any time and from time to time to
select and engage, at the cost and expense of the shareholders of SPAC immediately prior to the Second Merger Effective Time,
attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and
expert assistance, maintain such records and incur other out-of-pocket expenses, as SPAC Representative may deem reasonably
necessary or appropriate from time to time. All of the indemnities, immunities, releases and powers granted to SPAC Representative
under this Section 11.15 shall survive the Closing and continue indefinitely.
(c)
The Person serving as SPAC Representative may resign upon ten (10) days’ prior written notice to Pubco and SPAC, provided,
that SPAC Representative appoints in writing a replacement SPAC Representative who accepts in writing such appointment. Each successor
SPAC Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original SPAC Representative,
and the term “SPAC Representative” as used herein shall be deemed to include any such successor SPAC Representatives.
(d)
The Parties agree that, notwithstanding the fact that Ellenoff Grossman & Schole LLP (“EGS”) may have, prior
to Closing, jointly represented SPAC and the Sponsor in connection with this Agreement, the Ancillary Documents and the Transactions,
and has also represented SPAC, 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, SPAC 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, Second Merger Sub, SPAC, 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, SPAC 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 or SPAC; provided,
further, that nothing contained herein shall be deemed to be a waiver by Pubco, SPAC 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
XII
DEFINITIONS
12.1
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 SPAC prior to the Closing.
“Aggregate Merger
Consideration Amount” means (a) Two Hundred Million U.S. Dollars ($200,000,000), minus (b) the amount, if any, by which the
Target Net Working Capital Amount exceeds the Net Working Capital (but not less than zero), minus (c) the amount of Closing Net Debt,
minus (d) the amount of any Transaction Expenses.
“Ancillary Documents”
means each agreement, instrument or document including the Lock-Up Agreements, the Non-Competition Agreement, the Support Agreement, the
Amended Pubco Charter, the Registration Rights Agreement, the Escrow Agreement, the Employment Agreements, the Equity Incentive Plan 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, Cayman Islands or
Hong Kong Special Administration Region 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 (Revised) of the Cayman Islands, as amended.
“Closing Company Cash”
means, as of the Reference Time, the aggregate cash and cash equivalents of the Target Companies on hand or in bank accounts, including
deposits in transit, minus the aggregate amount of outstanding and unpaid checks issued by or on behalf of the Target Companies as of
such time.
“Closing Net Debt”
means, as of the Reference Time, (i) the aggregate amount of all Indebtedness of the Target Companies, less (ii) the Closing Company Cash,
in each case of clauses (i) and (ii), on a consolidated basis and as determined in accordance with the Accounting Principles.
“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 SPAC 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 SPAC 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 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, US$0.0001 par value per share, of the Company.
“Company Shareholders”
means each of the holders of the Company’s capital shares, and a “Company Shareholder” means any one of the Company
Shareholders.
“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.
“Employment Agreements”
means the employment agreements, in a form to be mutually agreed between SPAC and the Company acting reasonably and in good faith, in
each case effective as of the Closing, between each case effective as of the Closing, between each of the persons set forth on Schedule
12.1 hereto and the applicable Target Company or Pubco, as noted in Schedule 12.1.
“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 by (ii) the number of Company Ordinary Shares.
“First Merger Sub
Ordinary Shares” means the ordinary shares of 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 January 18, 2022, by and among SPAC, Sponsor and the
other “Holders” named therein.
“Founder Shares”
means an aggregate of 2,156,249 SPAC Class A Ordinary Shares and one SPAC Class B Ordinary Share, issued and outstanding as of the date
of this Agreement.
“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.
“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 January 18, 2022, by and among SPAC, Sponsor and certain 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 SPAC Public Units pursuant to the IPO Prospectus.
“IPO Prospectus”
means the final prospectus of SPAC, dated as of January 18, 2022, and filed with the SEC on January 19, 2022 (File No. 333-260594).
“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), title defect, restriction
(whether on voting, sale, transfer, disposition or otherwise), any subordination arrangement in favor of another Person, preemptive or
similar right or other encumbrances, 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); (vii) with respect to SPAC, 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 (viii) 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 SPAC, the amount of the Redemption or the failure to obtain the Required Shareholder
Approval (provided that SPAC 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 SPAC (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 Stock Market.
“Net Working Capital”
means, as of the Reference Time, (i) all current assets of the Target Companies (excluding, without duplication, Closing Company Cash),
on a consolidated basis, minus (ii) all current liabilities of the Target Companies (excluding, without duplication, Indebtedness and
unpaid Transaction Expenses), on a consolidated basis and as determined in accordance with the Accounting Principles; provided, that,
for purposes of this definition, whether or not the following is consistent with the Accounting Principles, “current assets”
will exclude any receivable from a Company Shareholder.
“Non-Competition Agreement”
means a non-competition and non-solicitation Agreement in favor of Pubco, SPAC and the Company for a period of two (2) years after the
Closing to be entered into by the significant shareholders of the Company and in such customary form as mutually agreed between the Company
and SPAC acting reasonably and in good faith.
“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.
“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.
“Pro Rata Share”
means with respect to each Company Shareholder, a fraction expressed a percentage equal to (i) the portion of the Company Merger Shares
payable by Pubco to such Company Shareholder in accordance with the terms of this Agreement, divided by (ii) the total Company Merger
Shares payable by Pubco to all Company Shareholders in accordance with the terms of this Agreement.
“Pubco Charter”
means the memorandum and articles of association of Pubco, as amended and in effect under the Cayman Companies Act.
“Pubco Ordinary Shares”
means the ordinary shares, par value $0.0001 per share, of Pubco.
“Reference Time”
means the close of business of the Company on the Closing Date (but without giving effect to the transactions contemplated by this Agreement,
including any payments by SPAC hereunder to occur at the Closing, but treating any obligations in respect of Indebtedness, Transaction
Expenses or other liabilities that are contingent upon the consummation of the Closing as currently due and owing without contingency
as of the Reference Time).
“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).
“Second Merger Sub
Ordinary Shares” means the ordinary shares, par value $0.0001 per share, of Second Merger Sub.
“Securities Act”
means the U.S. Securities Act of 1933, as amended.
“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.
“SPAC Charter”
means the second amended and restated memorandum and articles of association of SPAC, as amended and in effect under the Cayman Companies
Act.
“SPAC Class A Ordinary
Shares” means the Class A ordinary shares, nominal or par value $0.0001 per share, of SPAC.
“SPAC Class B Ordinary
Shares” means the Class B ordinary shares, nominal or par value $0.0001 per share, of SPAC.
“SPAC Confidential
Information” means all confidential or proprietary documents and information concerning SPAC or any of its Representatives;
provided, however, that SPAC 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 SPAC or its Representatives to by 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 SPAC Confidential Information. For the avoidance of doubt, from
and after the Closing, SPAC Confidential Information will include the confidential or proprietary information of the Target Companies.
“SPAC Ordinary Shares”
means SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares.
“SPAC Preference Shares”
means the preference shares, nominal or par value $0.0001 per share, of SPAC.
“SPAC Private Right”
means one (1) right that was included as part of each SPAC Private Unit, entitling the holder thereof to receive one-tenth (⅒) of
one (1) SPAC Class A Ordinary Share upon the consummation by SPAC of its Business Combination.
“SPAC Private Unit”
means a unit issued by SPAC in the private placement to Sponsor at the time of the consummation of the IPO consisting of one (1) SPAC
Class A Ordinary Share and one (1) SPAC Private Right.
“SPAC Public Right”
means one (1) right that was included as part of each SPAC Public Unit entitling the holder thereof receive one-tenth (⅒) of one
(1) SPAC Class A Ordinary Share upon the consummation by SPAC of its Business Combination.
“SPAC Public Unit”
means a unit issued in the IPO (including overallotment units acquired by SPAC’s underwriter) consisting of one (1) SPAC Class A
Ordinary Share and one (1) SPAC Public Right.
“SPAC Rights”
means SPAC Public Rights and SPAC Private Rights, collectively.
“SPAC Securities”
means SPAC Units, SPAC Ordinary Shares and SPAC Preference Shares, collectively.
“SPAC Units”
means SPAC Public Units and SPAC Private Units.
“Sponsor”
means AIB LLC, a Delaware limited liability company.
“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 (which, for the avoidance
of doubt, do not include Pubco, First Merger Sub and Second Merger Sub).
“Target Net Working
Capital Amount” means an amount equal to US$5,000,000.
“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 (the primary subject matter of which is tax matters) with,
or any other express written 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.
“Transaction
Expenses” means (i) all fees and expenses of any of the Target Companies, Pubco, First Merger Sub or Second Merger Sub
incurred or payable as of the Closing and not paid prior to the Closing in connection with the consummation of the transactions
contemplated hereby, including any amounts payable to professionals (including investment bankers, brokers, finders, attorneys,
accountants and other consultants and advisors) retained by or on behalf of any Target Company, Pubco, First Merger Sub or Second
Merger Sub, (ii) any change in control bonus, transaction bonus, retention bonus, termination or severance payment or payment
relating to terminated options, warrants or other equity appreciation, phantom equity, profit participation or similar rights, in
any case, to be made to any current or former employee, independent contractor, director or officer of any Target Company at or
after the Closing pursuant to any agreement to which any Target Company is a party prior to the Closing which become payable
(including if subject to continued employment) as a result of the execution of this Agreement or the consummation of the
transactions contemplated hereby and (iii) any sales, use, real property transfer, stamp, share transfer or other similar transfer
taxes imposed on SPAC, Pubco, First Merger Sub, Second Merger Sub or any Target Company in connection with the Transactions.
“Trust Account”
means the trust account established by SPAC 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 January 18, 2022, as it may be amended (including to accommodate
the Merger), by and between SPAC and the Trustee.
“Trustee”
means Continental Stock Transfer & Trust Company, in its capacity as trustee under the Trust Agreement.
12.2
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) |
| Balance Sheet Date |
|
6.7(a) |
| Business Combination |
|
11.1 |
| 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 Directors |
|
7.14(a) |
| Company Disclosure Schedules |
|
Article VI |
| Company Financials |
|
6.7(a) |
| Company IP Licenses |
|
6.13(a) |
| Company Material Contract |
|
6.12(a) |
| Company Permits |
|
6.1 |
| Company Real Property Leases |
|
6.15 |
| Company Registered IP |
|
6.13(a) |
| Company Share Consideration |
|
2.1(b) |
| Company Shareholder Lock-Up Agreement |
|
Recitals |
| D&O Indemnified Person |
|
7.15(a) |
| D&O Tail Insurance |
|
7.15(b) |
| EGS |
|
3.1 |
| Enforceability Exceptions |
|
4.2 |
| Equity Incentive Plan |
|
7.11(a) |
| Expenses |
|
9.3 |
| Extension |
|
7.3(a) |
| Extension Loan |
|
7.18 |
| 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 |
| Intended Tax Treatment |
|
7.19 |
| Interim Balance Sheet Date |
|
6.7(a) |
| Interim Period |
|
7.1(a) |
| Lost Certificate Affidavit |
|
2.5(b) |
| Merger Documents |
|
1.2(b) |
| Merger Sub |
|
Preamble |
| Mergers |
|
Recitals |
| No Shop Period |
|
7.6(b) |
| Term |
|
Section |
| Non-Recourse Parties |
|
11.14 |
| OFAC |
|
4.17(c) |
| Off-the-Shelf Software |
|
6.13(a) |
| Outside Date |
|
9.1(b) |
| Party(ies) |
|
Preamble |
| PIPE Investment |
|
7.17 |
| Post-Closing Pubco Board |
|
7.14(a) |
| Proxy Statement |
|
7.11(a) |
| Public Certifications |
|
4.6(a) |
| Public Shareholders |
|
11.1 |
| Redemption |
|
7.11(a) |
| Registration Statement |
|
7.11(a) |
| Registration Rights Agreement |
|
Recitals |
| Related Person |
|
6.21 |
| Released Claims |
|
11.1 |
| Required Shareholder Approval |
|
8.1(a) |
| SEC Reports |
|
4.6(a) |
| SEC SPAC Accounting Changes |
|
4.6(a) |
| Second Merger |
|
Recitals |
| 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 |
| Signing Filing |
|
7.12(b) |
| Signing Press Release |
|
7.12(b) |
| SPAC |
|
Preamble |
| SPAC Directors |
|
7.14(a) |
| SPAC Disclosure Schedules |
|
Article IV |
| SPAC Dissenting Shareholders |
|
2.11 |
| SPAC Dissenting Shares |
|
2.11 |
| SPAC Financials |
|
4.6(c) |
| SPAC Material Contract |
|
4.13(a) |
| SPAC Merger Consideration |
|
2.2(b) |
| SPAC Recommendation |
|
4.2 |
| SPAC Representative |
|
Preamble |
| SPAC Shareholder Approval Matters |
|
7.11(a) |
| Special Shareholder Meeting |
|
7.11(a) |
| Specified Courts |
|
11.5 |
| Support Agreement |
|
Recitals |
| Surviving Company |
|
Recitals |
| Surviving Company Charter |
|
1.4(a) |
| Top Vendors |
|
6.23 |
| Transactions |
|
Recitals |
| Written Objection |
|
2.11 |
[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.
| |
SPAC: |
| |
|
| |
AIB ACQUISITION CORPORATION |
| |
|
| |
By: |
/s/ Eric Chen |
| |
Name: |
Eric Chen |
| |
Title: |
Chief Executive Officer |
| |
|
| |
SPAC Representative: |
| |
|
| |
AIB LLC |
| |
|
| |
By: |
/s/ Eric Chen |
| |
Name: |
Eric Chen |
| |
Title: |
Managing Member |
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.
| |
Pubco: |
| |
|
| |
PS International Group Ltd. |
| |
|
| |
By: |
/s/ Yee Kit CHAN |
| |
Name: |
Yee Kit CHAN |
| |
Title: |
Director |
| |
|
| |
First Merger Sub: |
| |
|
| |
PSI Merger Sub I Limited |
| |
|
| |
By: |
/s/ Yee Kit CHAN |
| |
Name: |
Yee Kit CHAN |
| |
Title: |
Director |
| |
|
| |
Second Merger Sub: |
| |
|
| |
PSI Merger Sub II Limited |
| |
|
| |
By: |
/s/ Yee Kit CHAN |
| |
Name: |
Yee Kit CHAN |
| |
Title: |
Director |
| |
|
| |
The Company: |
| |
|
| |
PSI Group Holdings Ltd
利航國際控股有限公司 |
| |
|
| |
By: |
/s/ Yee Kit CHAN |
| |
Name: |
Yee Kit CHAN |
| |
Title: |
Director |
Exhibit 10.1
Exhibit A
Execution Version
FORM OF LOCK-UP AGREEMENT
THIS LOCK-UP AGREEMENT (this
“Agreement”) is made and entered into as of December 27, 2023, by and among (i) PS International Group Ltd.,
an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”), (ii) AIB LLC,
a Delaware limited liability company, in the capacity under the Business Combination Agreement (as defined below) as the SPAC Representative
(including any successor SPAC Representative appointed in accordance therewith, the “SPAC Representative”),
(iii) PSI Group Holdings Ltd 利航國際控股有限公司,
an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), (iv) AIB Acquisition
Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”), and (v)
the undersigned holders (“Holder”). 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 December
27, 2023, SPAC, the SPAC Representative, Pubco, PSI Merger Sub I Limited, an exempted company incorporated with limited liability in the
Cayman Islands and a wholly-owned subsidiary of Pubco (the “First Merger Sub”), PSI Merger Sub II Limited, an
exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (the “Second
Merger Sub”), and 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) the First Merger Sub will merge with and into the Company, with the Company continuing
as the surviving corporation (the “First Merger”), and as a result of which, (i) the Company will become a wholly-owned
subsidiary of Pubco, and (ii) each issued and outstanding security of the Company immediately prior to the effective time of the First
Merger will no longer be outstanding and will automatically be cancelled, in exchange for the right of the holder thereof to receive certain
securities of Pubco, and (b) the Second Merger Sub will merge with and into SPAC, with SPAC continuing as the surviving entity (the “Second
Merger”), and as a result of which, (i) SPAC will become a wholly-owned subsidiary of Pubco, and (ii) each issued and outstanding
security of SPAC immediately prior to the effective time of the Second Merger will no longer be outstanding and will automatically be
cancelled, in exchange for the right of the holder thereof to receive certain 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 transaction contemplated by the Business Combination Agreement (the “Closing”), the Holder will become
a holder of a certain number of Pubco Ordinary Shares; 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:
(a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing
and ending on the date that is six months after the date of the Closing: (i) 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, (ii) 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 (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction
described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise
(any of the foregoing described in clauses (i), (ii) or (iii), 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 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 or settlement agreement 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, (vii) the transfer 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 or the SPAC Representative 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: (A) 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), (B) any trust for the direct or
indirect benefit of Holder or the immediate family of Holder, (C) if Holder is a trust, to the trustor or beneficiary of such trust or
to the estate of a beneficiary of such trust, (D) 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 (E) 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.
(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 DECEMBER 27, 2023, 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.
(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 SPAC are personal to Holder and SPAC, as applicable,
and may not be transferred or delegated by Holder or SPAC 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. If the SPAC Representative is replaced in accordance with the terms of the Business Combination Agreement,
the replacement SPAC Representative shall automatically become a party to this Agreement as if it were the original SPAC Representative
hereunder.
(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 (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 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):
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If to Pubco:
PS International Group Ltd.
Address: Room 1002, 10/F., Join-In Hang Sing Centre,
No. 2-16
Kwai Fung Crescent, Kwai Chung, New Territories
Attn: William Chan
Telephone No.: +852-27543320
Email: project.psi@profitsail.com
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with a copy (which will not constitute notice)
to:
Cooley LLP
c/o Suites 3501-3505, 35/F
Two Exchange Square
8 Connaught Place
Central, Hong Kong
Attn: Will H. Cai
Email: wcai@cooley.com |
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If to the Company, to:
PSI Group Holdings Ltd 利航國際控股有限公司
Address: Room 1002, 10/F., Join-In Hang Sing Centre,
No. 2-16
Kwai Fung Crescent, Kwai Chung, New Territories
Attn: William Chan
Telephone No.: +852-27543320
Email: project.psi@profitsail.com |
With a copy to (which shall not constitute
notice):
Cooley LLP
c/o Suites 3501-3505, 35/F
Two Exchange Square
8 Connaught Place
Central, Hong Kong
Attn: Will H. Cai
Email: wcai@cooley.com |
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If to the SPAC Representative and SPAC at or prior
to the Closing, to:
c/o AIB LLC
Address: 875 Third Avenue, Suite M204A
New York, New York 10022
U.S.A.
Attn: Eric Chen, Chief Executive Officer
Telephone No.: +1 (212) 380-8128
Email: eric.chen@aibspac.com |
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: Barry I. Grosman, Esq.
Facsimile No.: +1 (212) 370-7889
Telephone No.: +1 (212) 370-1300
Email: bigrossman@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:
Cooley LLP
c/o Suites 3501-3505, 35/F
Two Exchange Square
8 Connaught Place
Central, Hong Kong
Attn: Will H. Cai
Email: wcai@cooley.com
With respect to a holder of SPAC’s Securities:
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105, U.S.A.
Attn: Barry I. Grosman, Esq.
Facsimile No.: +1 (212) 370-7889
Telephone No.: +1 (212) 370-1300
Email: bigrossman@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 SPAC (as represented by
the SPAC Representative) 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 SPAC (as represented by the SPAC Representative) 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 SPAC (as represented by the SPAC Representative) or any of the obligations of Holder under any other agreement
between Holder and Pubco, the Company or SPAC (as represented by the SPAC Representative) or any certificate or instrument executed by
Holder in favor of Pubco, the Company or SPAC (as represented by the SPAC Representative), and nothing in any other agreement, certificate
or instrument shall limit any of the rights or remedies of Pubco, the Company or SPAC (as represented by the SPAC Representative) 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; Facsimile. This Agreement may also be executed and delivered by facsimile signature or 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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| PS International Group Ltd. |
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| By: |
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| Name: |
Yee Kit CHAN |
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| Title: |
Director |
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| Company: |
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PSI Group Holdings Ltd
利航國際控股有限公司 |
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| By: |
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| Name: |
Yee Kit CHAN |
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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.
| SPAC: |
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| AIB ACQUISITION CORPORATION |
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| By: |
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| Name: |
Eric Chen |
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| Title: |
Chief Executive Officer |
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| SPAC Representative: |
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| AIB LLC |
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| By: |
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| Name: |
Eric Chen |
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Managing Member |
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IN WITNESS WHEREOF, the parties have executed
this Lock-Up Agreement as of the date first written above.
| Holder: |
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| AIB LLC |
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| Address for Notice: |
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IN WITNESS WHEREOF, the parties have executed
this Lock-Up Agreement as of the date first written above.
| Holder: |
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| GRAND PRO DEVELOPMENT LIMITED |
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| By: |
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| Name: |
Yee Kit CHAN |
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Director |
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IN WITNESS WHEREOF, the parties have executed
this Lock-Up Agreement as of the date first written above.
| Holder: |
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| PROFIT SAIL SAS HOLDINGS COMPANY LIMITED |
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| By: |
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| Name: |
Yee Kit CHAN |
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| Title: |
Director |
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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
Exhibit B
Execution Version
FORM OF SHAREHOLDER SUPPORT AGREEMENT
This Shareholder Support Agreement
(this “Agreement”) is made and entered into as of December 27, 2023, by and among (i) PS International Group
Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”), (ii) PSI Group
Holdings Ltd 利航國際控股有限公司,
an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), (iii) certain
shareholders of the Company (each, a “Company Requisite Shareholder”), (iv) AIB Acquisition Corporation, an
exempted company incorporated with limited liability in the Cayman Islands (the “SPAC”), (v) certain shareholders
of the SPAC (each, including the Sponsor, a “SPAC Requisite Shareholder”, together with the Company Requisite
Shareholders, the “Requisite Shareholders”), and (vi) AIB LLC, a Delaware limited liability company (the “Sponsor”).
The Pubco, the Company, the SPAC, 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
December 27, 2023, the SPAC, Pubco, the Sponsor (in the capacity as the SPAC Representative), PSI Merger Sub I Limited, an exempted company
incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“First Merger Sub”),
PSI Merger Sub II Limited, an exempted company incorporated with limited liability in the Cayman Islands 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 the SPAC (the “Second Merger”, and together with the First Merger, the “Mergers”),
with the SPAC surviving the Second Merger as a wholly-owned subsidiary of Pubco and the outstanding securities of the SPAC being converted
into the right to receive shares of Pubco (the Mergers together with other transactions contemplated by the Business Combination Agreement,
the “Transactions”).
B. The
Company Requisite Shareholders agree to enter into this Agreement with respect to all Company Ordinary Shares of which the Company 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. The
SPAC Requisite Shareholders agree to enter into this Agreement with respect to all SPAC Ordinary Shares of which the SPAC 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.
D. As
of the date hereof, the Company 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 Ordinary Shares as are indicated opposite each of their names on Schedule
A attached hereto (all such Company Ordinary 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 Company Requisite
Shareholder (or any securities convertible into or exercisable or exchangeable for Company Ordinary Shares) during the period from the
date hereof through the Company Expiration Time are collectively referred to herein as the “Company Subject Shares”).
E. As
of the date hereof, the SPAC 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 SPAC Ordinary Shares as are indicated opposite each of their names on Schedule
B attached hereto (all such SPAC Ordinary 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 SPAC Requisite
Shareholder (or any securities convertible into or exercisable or exchangeable for SPAC Ordinary Shares) during the period from the date
hereof through the SPAC Expiration Time are collectively referred to herein as the “SPAC Subject Shares”, together
with the Company Subject Shares, the “Subject Shares”).
F. The
Sponsor agrees to forfeit certain amount of Pubco Ordinary Shares pursuant to the terms and conditions of this Agreement.
G. As
a condition to the willingness of the SPAC and the Company to enter into the Business Combination Agreement and as an inducement and in
consideration therefor, the Requisite Shareholders and the Sponsor have agreed to enter into this Agreement.
H. 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.
“Company Expiration
Time” shall mean the earlier 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) as to any Company Requisite Shareholder, the mutual written
agreement of the SPAC, the Company and such Company Requisite Shareholder.
“SPAC Expiration
Time” shall mean the earlier to occur of (a) the Second 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) as to any SPAC Requisite Shareholder, the mutual written
agreement of the SPAC, the Company and such SPAC 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 By
Company Requisite Shareholders.
(a) No
Transfer of Company Subject Shares. Until the Company Expiration Time, each Company Requisite Shareholder agrees not to (x) Transfer
any Company Subject Shares or (y) deposit any Company Subject Shares into a voting trust or enter into a voting agreement with respect
to any Company 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 Company Requisite Shareholder is an individual, such
Company Requisite Shareholder may Transfer any such Company Subject Shares (i) to any member of such Company Requisite Shareholder’s
immediate family, or to a trust for the benefit of such Company Requisite Shareholder or any member of such Company Requisite Shareholder’s
immediate family, the sole trustees of which are such Company Requisite Shareholder or any member of such Company Requisite Shareholder’s
immediate family, (ii) by will, other testamentary document or under the laws of intestacy upon the death of such Company Requisite Shareholder,
(iii) pursuant to a qualified domestic relations order or (iv) pursuant to a charitable gift or contribution, (B) if a Company Requisite
Shareholder is an entity, such Company Requisite Shareholder may Transfer any Company Subject Shares to any partner, member, shareholder,
or affiliate of such Company Requisite Shareholder in accordance with the terms of the Organizational Documents of the Company, and (C)
a Company Requisite Shareholder may Transfer any Company Subject Shares upon the consent of SPAC; provided, that in each case such
transferee of such Company Subject Shares evidences in a writing, in form and substance reasonably satisfactory to Pubco, the SPAC 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 Company Requisite Shareholder, prior and as a condition to the occurrence of such Transfer.
(b) Additional
Purchases. Until the Company Expiration Time, each Company Requisite Shareholder agrees that any Company Subject Shares that such
Company Requisite Shareholder purchases, that are issued to such Company Requisite Shareholder by the Company, that are otherwise hereinafter
acquired by such Company Requisite Shareholder or with respect to which such Company 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 Company Expiration
Time, shall in each case be subject to the terms and conditions of this Agreement to the same extent as if they were Company Subject Shares
owned by such Company Requisite Shareholder as of the date hereof. Each of the Company Requisite Shareholders agrees, while this Agreement
is in effect, to notify Pubco, the SPAC and the Company promptly in writing (including by e-mail) of the number of any additional Company
Subject Shares acquired, or over which voting power is acquired, by such Company Requisite Shareholder, if any, after the date hereof.
2.2 By
SPAC Requisite Shareholders.
(a) No
Transfer of SPAC Subject Shares. Until the SPAC Expiration Time, each SPAC Requisite Shareholder agrees not to (x) Transfer any SPAC
Subject Shares or (y) deposit any SPAC Subject Shares into a voting trust or enter into a voting agreement with respect to any SPAC 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 SPAC Requisite Shareholder is an individual, such SPAC Requisite Shareholder
may Transfer any such SPAC Subject Shares (i) to any member of such SPAC Requisite Shareholder’s immediate family, or to a trust
for the benefit of such SPAC Requisite Shareholder or any member of such SPAC Requisite Shareholder’s immediate family, the sole
trustees of which are such SPAC Requisite Shareholder or any member of such SPAC Requisite Shareholder’s immediate family, (ii)
by will, other testamentary document or under the laws of intestacy upon the death of such SPAC Requisite Shareholder, (iii) pursuant
to a qualified domestic relations order or (iv) pursuant to a charitable gift or contribution, (B) if a SPAC Requisite Shareholder is
an entity, such SPAC Requisite Shareholder may Transfer any SPAC Subject Shares to any partner, member, shareholder, or affiliate of such
SPAC Requisite Shareholder in accordance with the terms of the Organizational Documents of the SPAC, and (C) a SPAC Requisite Shareholder
may Transfer any SPAC Subject Shares upon the consent of the Company; provided, that in each case such transferee of such SPAC
Subject Shares evidences in a writing, in form and substance reasonably satisfactory to Pubco, the SPAC 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 SPAC Requisite
Shareholder, prior and as a condition to the occurrence of such Transfer.
(b) Additional
Purchases. Until the SPAC Expiration Time, each SPAC Requisite Shareholder agrees that any SPAC Subject Shares that such SPAC Requisite
Shareholder purchases, that are issued to such SPAC Requisite Shareholder by the SPAC, that are otherwise hereinafter acquired by such
SPAC Requisite Shareholder or with respect to which such SPAC 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 SPAC Expiration Time, shall in each case be subject
to the terms and conditions of this Agreement to the same extent as if they were SPAC Subject Shares owned by such SPAC Requisite Shareholder
as of the date hereof. Each of the SPAC Requisite Shareholders agrees, while this Agreement is in effect, to notify Pubco, the SPAC and
the Company promptly in writing (including by e-mail) of the number of any additional SPAC Subject Shares acquired, or over which voting
power is acquired, by such SPAC 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.
3.1 Voting
of Company Subject Shares. Hereafter until the Company Expiration Time, each Company 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, as applicable, requests such delivery), such Company Requisite Shareholder shall: if a meeting is held, attend
and appear at the meeting, in person or by proxy, or otherwise cause its Company Subject Shares to be counted as present thereat for purposes
of establishing a quorum, and such Company Requisite Shareholder shall vote all of the Company Subject Shares to which such Company 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 Company Subject Shares: (i) in 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 Company Requisite Shareholder’s
Company Subject Shares held at such time in favor of the foregoing; provided, however, that such Company 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.
3.2 Voting
of SPAC Subject Shares. Hereafter until the SPAC Expiration Time, each SPAC Requisite Shareholder hereby unconditionally and irrevocably
agrees that, at any meeting of the shareholders of the SPAC (or any adjournment or postponement thereof), and in any action by written
consent of the shareholders of the SPAC requested by the Organizational Documents of the SPAC 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
SPAC, as applicable, requests such delivery), such SPAC Requisite Shareholder shall: if a meeting is held, attend and appear at the meeting,
in person or by proxy, or otherwise cause its SPAC Subject Shares to be counted as present thereat for purposes of establishing a quorum,
and such SPAC Requisite Shareholder shall vote all of the SPAC Subject Shares to which such SPAC 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 SPAC Subject
Shares: (i) in in favor of (a) the Second Merger, the Business Combination Agreement, the Ancillary Documents, any required amendments
to the SPAC’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 “SPAC
Shareholder Approval Matters”), or if there are insufficient votes in favor of granting the approval of the SPAC Shareholder
Approval Matters, in favor of the adjournment or postponement of such meeting of the shareholders of the SPAC 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 SPAC or any amendment of the SPAC’s Organizational Documents, (y) any material change in the SPAC’s corporate structure
or business or (z) any proposal, offer, or submission with respect to a 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 SPAC
Shareholder Approval Matters is sought, to vote, consent or approve (or cause to be voted, consented or approved) all of such SPAC Requisite
Shareholder’s SPAC Subject Shares held at such time in favor of the foregoing; provided, however, that such SPAC 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 SPAC Ordinary Shares as contemplated
by the Business Combination Agreement.
4. Additional
Agreements.
4.1 Sponsor
Forfeited Shares. Pursuant to Section 7.16 of the Business Combination Agreement, Sponsor hereby agrees that, to the extent the Sponsor
fails to pay or otherwise discharge any Excess SPAC Expense Amount at the Closing, such that there is any Sponsor Shortfall, the Sponsor,
without any further action by any Party, shall automatically be deemed to, and shall irrevocably surrender and transfer to Pubco and forfeit
for cancellation (and the Sponsor and Pubco shall take any and all actions necessary to effect such transfer, surrender and forfeiture
for cancellation) for no consideration, a quantity of Pubco Ordinary Shares otherwise due to the Sponsor at the Closing equal to (x) the
Sponsor Shortfall divided by (y) the Per Share Price.
4.2 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 the SPAC, 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.
4.3 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 of Requisite Shareholder further agrees that it shall use its reasonable best efforts to cooperate
with the SPAC 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 the SPAC or the Company in connection with the transactions contemplated
hereby and the Transactions or that are necessary to give further effect thereto.
4.4 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 the SPAC, the Pubco or the Company to any Governmental Authority or to securityholders of the SPAC) 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 the SPAC, the Pubco or the Company, a copy of this
Agreement. Each Requisite Shareholder will promptly provide any information reasonably requested by the SPAC, the Pubco or the Company
for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the SEC).
4.5 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.
4.6 Waiver
of Anti-Dilution Protection. Each SPAC Requisite Shareholder hereby waives, forfeits, surrenders and agrees not to exercise, assert
or claim, to the fullest extent permitted by applicable Law, the conversion rights in respect of Class B Shares (as defined in the SPAC
Charter) set out in Article 13 to Article 19 of the SPAC Charter in connection with the Transactions. Such SPAC Requisite Shareholder
acknowledges and agrees that (i) this Section 4.6 shall constitute written consent waiving, forfeiting and surrendering the conversion
rights set out in Article 13 to Article 19 of the SPAC Charter in connection with the Transactions; and (ii) such waiver, forfeiture and
surrender granted hereunder shall only terminate upon the termination of this Agreement.
4.7 No
Redemption. (i) Each of the SPAC Requisite Shareholders undertakes that, from the date hereof and until the termination of this Agreement,
it will not elect to cause the SPAC (or the Pubco, as applicable) to redeem any SPAC Subject Shares now or at any time legally or beneficially
owned by such SPAC Requisite Shareholder (whether pursuant to the SPAC Charter, Law, contract or otherwise, notwithstanding such SPAC
Requisite Shareholder may have rights thereunder), or submit or surrender any of its SPAC Subject Shares for redemption; and (ii) each
of the Company 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 Company Subject Shares now or at any time legally or beneficially owned by such Company Requisite Shareholder
(whether pursuant to the Organizational Documents of the Company, Law, contract or otherwise, notwithstanding such Company Requisite Shareholder
may have rights thereunder), or submit or surrender any of its Company Subject Shares for redemption.
4.8 New
Shares. In the event that prior to the Closing (i) any equity securities of SPAC or 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
of SPAC or 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 Ordinary Shares or SPAC Ordinary Shares, as the case may be, after the
date of this Agreement, or (iii) a Requisite Shareholder acquires the right to vote or share in the voting of any Company Ordinary Shares
or SPAC Ordinary Shares, as the case may be, after the date of this Agreement (collectively, the “New Securities”),
the terms “Company Subject Shares”, “SPAC Subject Shares”, “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).
4.9 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 or the SPAC 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 SPAC Charter or 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 4.9
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 Company Requisite Shareholders. Each Company Requisite Shareholder hereby, severally and not jointly, represents
and warrants to the SPAC, the Company and Pubco as follows:
5.1 Ownership
of the Company Ordinary Shares. Such Company Requisite Shareholder is either (a) the owner of the Company Ordinary Shares indicated
on Schedule A hereto opposite such Company 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 Ordinary Shares indicated on Schedule A hereto
opposite such Company Requisite Shareholder’s name. Such Company 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 Company 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 Company Requisite Shareholder set forth in this
Agreement, in each case, over all Company Subject Shares. As of the date hereof, such Company 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 Ordinary Shares set forth on Schedule A opposite such Company Requisite Shareholder’s name.
As of the date hereof, such Company 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 Company 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 Company Requisite Shareholder
pursuant to arrangements made by such Company Requisite Shareholder.
5.2 Absence
of Other Voting Agreement. Except for this Agreement, such Company Requisite Shareholder has not: (a) entered into any voting agreement,
voting trust or similar agreement with respect to any Company Subject Shares or other equity securities of the Company owned by such Company
Requisite Shareholder or (b) granted any proxy, consent or power of attorney with respect to any Company Subject Shares or other equity
securities of the Company owned by such Company Requisite Shareholder (other than as contemplated by this Agreement).
6. Representations
and Warranties of the SPAC Requisite Shareholders. Each SPAC Requisite Shareholder hereby, severally and not jointly, represents and
warrants to the SPAC, the Company and Pubco as follows:
6.1 Ownership
of the SPAC Ordinary Shares. Such SPAC Requisite Shareholder is either (a) the owner of the SPAC Ordinary Shares indicated on Schedule
B hereto opposite such SPAC 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 SPAC or (b) has the power to vote (including, without
limitation, by proxy or power of attorney) the SPAC Ordinary Shares indicated on Schedule B hereto opposite such SPAC Requisite
Shareholder’s name. Such SPAC Requisite Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance
with Section 2.2 hereof, will have until the SPAC 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 SPAC Requisite Shareholder set forth in this Agreement, in each case, over all SPAC Subject Shares.
As of the date hereof, such SPAC Requisite Shareholder does not own any other voting securities of the SPAC or have the power to vote
(including by proxy or power of attorney) any other voting securities of the SPAC other than the SPAC Ordinary Shares set forth on Schedule
B opposite such SPAC Requisite Shareholder’s name. As of the date hereof, such SPAC Requisite Shareholder does not own any rights
to purchase or acquire (i) any other equity securities of the SPAC or (ii) the power to vote any other voting securities of the SPAC,
in each case except as set forth on Schedule B opposite such SPAC 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 SPAC Requisite Shareholder pursuant to arrangements made by such SPAC Requisite Shareholder.
6.2 Absence
of Other Voting Agreement. Except for this Agreement and as otherwise disclosed in SPAC’s filings with the SEC, such SPAC Requisite
Shareholder has not: (a) entered into any voting agreement, voting trust or similar agreement with respect to any SPAC Subject Shares
or other equity securities of the SPAC owned by such SPAC Requisite Shareholder or (b) granted any proxy, consent or power of attorney
with respect to any SPAC Subject Shares or other equity securities of the SPAC owned by such SPAC Requisite Shareholder (other than as
contemplated by this Agreement).
7. Representations
and Warranties of the Requisite Shareholders. Each Requisite Shareholder hereby, severally and not jointly, represents and warrants
to the SPAC, the Company and Pubco as follows:
7.1 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).
7.2 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.
7.3 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.
7.4 Reliance
by the SPAC, the Company and Pubco. Such Requisite Shareholder understands and acknowledges that each of the SPAC, the Company and
Pubco is entering into the Business Combination Agreement in reliance upon such Requisite Shareholder’s execution and delivery of
this Agreement.
7.5 Requisite
Shareholder Has Adequate Information. Such Requisite Shareholder is a sophisticated shareholder and has adequate information concerning
the business and financial condition of the SPAC and the Company to make an informed decision regarding this Agreement and the Transactions,
and has independently, without reliance upon the SPAC 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 the SPAC 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.
8. Termination.
This Agreement shall terminate upon the Closing. 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.
9. Miscellaneous.
9.1 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.
9.2 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 and SPAC shall be allocated as set forth in Section 9.3 of the Business
Combination Agreement.
9.3 No
Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the SPAC, 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.
9.4 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 Closing,
(a) the
SPAC may (i) extend the time for the performance of any obligation or other act of any Company Requisite Shareholder, (ii) waive any inaccuracy
in the representations and warranties of each Company Requisite Shareholder contained herein or in any document delivered by any Company
Requisite Shareholder pursuant hereto and (iii) waive compliance with any agreement of each Company 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 the SPAC;
(b) the
Company may (i) extend the time for the performance of any obligation or other act of any SPAC Requisite Shareholder, (ii) waive any inaccuracy
in the representations and warranties of each SPAC Requisite Shareholder contained herein or in any document delivered by any SPAC Requisite
Shareholder pursuant hereto and (iii) waive compliance with any agreement of each SPAC 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 the Company;
(c) the
Requisite Shareholders may (i) extend the time for the performance of any obligation or other act of the SPAC or the Company, (ii) waive
any inaccuracy in the representations and warranties of the SPAC or the Company contained herein or in any document delivered by the SPAC
or the Company pursuant hereto and (iii) waive compliance with any agreement of the SPAC or the Company or any condition to their obligations
contained herein;
provided, however,
that performance of Section 4.1 hereof may only be waived by Pubco in its sole discretion.
9.5 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 9.5):
if to the SPAC:
AIB Acquisition Corporation
875 Third Avenue, Suite M204A
New York, New York 10022, U.S.A.
Attn: Eric Chen, Chief Executive Officer
Telephone No.: +1 (212) 380-8128
Email: eric.chen@aibspac.com
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: Barry I. Grossman, Esq.
Facsimile No.: +1 (212) 370-7889
Telephone No.: +1 (212) 370-1300
Email: bigrossman@egsllp.com
if to the Company:
PSI Group Holdings Ltd 利航國際控股有限公司
Address: Room 1002, 10/F., Join-In Hang
Sing Centre, No. 2-16 Kwai Fung Crescent, Kwai Chung,
New Territories
Attn: William Chan
Telephone No.: +852-27543320
Email: project.psi@profitsail.com
with copies (which shall not
constitute notice) to:
Cooley LLP
c/o Suites 3501-3505, 35/F
Two Exchange Square
8 Connaught Place
Central, Hong Kong
Attn: Will H. Cai
Email: wcai@cooley.com
if to Pubco:
PS International Group Ltd.
Address: Room 1002, 10/F., Join-In Hang
Sing Centre, No. 2-16 Kwai Fung Crescent, Kwai Chung,
New Territories
Attn: William Chan
Telephone No.: +852-27543320
Email: project.psi@profitsail.com
if to Sponsor:
AIB LLC
Address:
875 Third Avenue, Suite M204A
New York, New York 10022
U.S.A.
Attn: Eric Chen
Telephone No.: +1 (212) 380-8128
Email: eric.chen@aibspac.com
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: Barry I. Grossman, Esq.
Facsimile No.: +1 (212) 370-7889
Telephone No.: +1 (212) 370-1300
Email: bigrossman@egsllp.com
if to any Company Requisite
Shareholder, to the address for notice set forth on Schedule A hereto,
with copies (which shall not
constitute notice) to:
Cooley LLP
c/o Suites 3501-3505, 35/F
Two Exchange Square
8 Connaught Place
Central, Hong Kong
Attn: Will H. Cai
Email: wcai@cooley.com
if to any SPAC Requisite Shareholder,
to the address for notice set forth on Schedule B hereto,
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: Barry I. Grossman, Esq.
Facsimile No.: +1 (212) 370-7889
Telephone No.: +1 (212) 370-1300
Email: bigrossman@egsllp.com
9.6 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.
9.7 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.
9.8 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 and Section 2.2, 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.
9.9 Certificates.
(a) Promptly
following the date of this Agreement, the Company shall advise its transfer agent in writing that each Company Requisite Shareholder’s
Company 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.
(a) Promptly
following the date of this Agreement, the SPAC shall advise its transfer agent in writing that each SPAC Requisite Shareholder’s
SPAC Subject Shares are subject to the restrictions set forth herein and, in connection therewith, provide the transfer agent of the SPAC,
as applicable, in writing with such information as is reasonable to ensure compliance with such restrictions.
9.10 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.
9.11 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.
9.12 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.
9.13 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.
9.14 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 9.14.
9.15 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.
9.16 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 Ordinary Shares or the SPAC
Ordinary Shares, as the case may be.
[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.
| |
SPAC: |
| |
|
| |
AIB ACQUISITION CORPORATION |
| |
|
| |
By: |
|
| |
|
Name: Eric Chen |
| |
|
Title: Chief Executive Officer |
| |
Sponsor: |
| |
|
| |
AIB LLC |
| |
|
| |
By: |
|
| |
|
Name: Eric Chen |
| |
|
Title: Managing Member |
In witness whereof, the Parties
hereto have caused this Agreement to be executed as of the date first set forth above.
| |
COMPANY: |
| |
|
| |
PSI Group Holdings Ltd 利航國際控股有限公司 |
| |
|
| |
By: |
|
| |
|
Name: Yee Kit CHAN |
| |
|
Title: Director |
| |
PUBCO: |
| |
|
| |
PS International Group Ltd. |
| |
|
| |
By: |
|
| |
|
Name: Yee Kit CHAN |
| |
|
Title: Director |
In witness whereof, the Parties
hereto have caused this Agreement to be executed as of the date first set forth above.
| |
REQUISITE
SHAREHOLDERS: |
| |
|
| |
Grand Pro Development Limited |
| |
|
| |
By: |
|
| |
|
Name: Yee Kit CHAN |
| |
|
Title: Director |
In witness whereof, the Parties
hereto have caused this Agreement to be executed as of the date first set forth above.
| |
REQUISITE
SHAREHOLDERS: |
| |
|
| |
Profit Sail SAS Holdings Company Limited |
| |
|
| |
By: |
|
| |
|
Name: Yee Kit CHAN |
| |
|
Title: Director |
In witness whereof, the Parties
hereto have caused this Agreement to be executed as of the date first set forth above.
| |
REQUISITE
SHAREHOLDERS: |
| |
|
| |
AIB LLC |
| |
|
| |
By: |
|
| |
|
Name: Eric Chen |
| |
|
Title: Managing Member |
Schedule A
| Company Requisite Shareholder |
Company Ordinary Shares |
Notice Address |
| Grand Pro Development Limited |
135,340 |
|
| Profit Sail SAS Holdings Company Limited |
20,000 |
|
| Total: |
155,340 |
N/A |
Schedule B
| SPAC Requisite Shareholder |
SPAC Ordinary Shares |
Notice Address |
| AIB LLC |
2,156,249 SPAC Class A Ordinary Shares and one (1) SPAC Class B Ordinary Share |
875 Third Avenue, Suite M204A
New York, New York 10022
U.S.A.
Attn: Eric Chen, Chief Executive Officer
Telephone No.: +1 (212) 380-8128
Email: eric.chen@aibspac.com |
| Total: |
2,156,249 SPAC Class A Ordinary Shares and one (1) SPAC Class B Ordinary Share |
N/A |
Exhibit 10.3
Exhibit C
Execution Version
FORM OF REGISTRATION RIGHTS
AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”) is entered into as of December 27, 2023 by and among (i) PS International Group Ltd., an
exempted company incorporated with limited liability in the Cayman Islands (including any successor entity thereto, “Pubco”),
(ii) AIB Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (the “SPAC”),
and (iii) the undersigned parties listed under “SPAC Investor” on the signature page(s) hereto (the Sponsor
and each such party, a “SPAC Investor,” and, such parties collectively, including the Sponsor, the “SPAC
Investors”), and the undersigned parties listed under “Company Investor” on the signature page(s)
hereto (each such party, a “Company Investor,” and, collectively, the “Company Investors”
and each such SPAC Investor and Company Investor an “Investor” and collectively, the “Investors”).
WHEREAS, on December
27, 2023, (i) PSI Group Holdings Ltd 利航國際控股有限公司,
an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), (ii) AIB LLC,
a Delaware limited liability company, in the capacity under the Business Combination Agreement (defined below) as the SPAC Representative
(the “SPAC Representative” or the “Sponsor”), (iii) Pubco, (iv) PSI Merger Sub I Limited,
an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“First
Merger Sub”), (v) PSI Merger Sub II Limited, an exempted company incorporated with limited liability in the Cayman Islands
and a wholly-owned subsidiary of Pubco (“Second Merger Sub”), and (vi) SPAC, entered into that certain Business
Combination Agreement (as amended from time to time in accordance with the terms thereof, the “Business Combination Agreement”);
WHEREAS, pursuant to
the Business Combination Agreement, subject to the terms and conditions thereof, upon the consummation of the transactions contemplated
thereby (the “Closing”), among other matters, (i) First Merger Sub will merge with and into the Company, with
the Company continuing as the surviving entity and a wholly-owned subsidiary of Pubco (the “First Merger”),
and each ordinary share of the Company issued and outstanding immediately prior to the effective time of the First Merger will automatically
be cancelled, in exchange for the right of the holder thereof to receive Pubco Ordinary Shares, and (ii) on the following Business Day,
and as part of the same overall transaction as the First Merger, Second Merger Sub will merge with and into the SPAC (the “Second
Merger”), with the SPAC surviving the Second Merger as a wholly-owned subsidiary of Pubco and with the holders of SPAC’s
securities receiving substantially equivalent 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, in connection
with the execution of the Business Combination Agreement, certain of the Investors (the “Lock-Up Investors”)
entered into a lock-up agreement with Pubco, the SPAC Representative, the SPAC, and the Company (each, as amended from time to time in
accordance with the terms thereof, a “Lock-Up Agreement”), pursuant to which each such Lock-Up Investor agreed
not to transfer its Pubco Ordinary Shares for a certain period of time after the Closing as stated in the Lock-Up Agreement;
WHEREAS, the SPAC,
the Sponsor, and Maxim Group LLC, a New York limited liability company (“Maxim”) entered into a Registration
Rights Agreement, dated as of January 18, 2022 (the “Founder Registration Rights Agreement”); and
WHEREAS, the parties
desire to enter into this Agreement to (i) provide the Investors with certain rights relating to the registration of the Pubco Ordinary
Shares received by the Investors under the Business Combination Agreement and (ii) terminate the Founder Registration Rights Agreement.
NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS.
Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
The following capitalized terms used herein have the following meanings:
“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.
“Business Combination
Agreement” is defined in the recitals to this Agreement.
“Closing”
is defined in the recitals to this Agreement.
“Company”
is defined in the recitals to this Agreement.
“Company Investor(s)”
is defined in the recitals to this Agreement.
“Demand Registration”
is defined in Section 2.1.1.
“Demanding Holder”
is defined in Section 2.1.1.
“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as
the same shall be in effect at the time.
“First Merger”
is defined in the recitals to this Agreement.
“First Merger
Sub” is defined in the recitals to this Agreement.
“Founder Registration
Rights Agreement” is defined in the recitals to this Agreement.
“Indemnified Party”
is defined in Section 4.3.
“Indemnifying
Party” is defined in Section 4.3.
“Investor(s)”
is defined in the preamble to this Agreement, and include any transferee of the Registrable Securities (so long as they remain Registrable
Securities) of an Investor permitted under this Agreement and with respect to a Lock-Up Investor, its Lock-Up Agreement.
“Investor Indemnified
Party” is defined in Section 4.1.
“Lock-Up Agreement”
is defined in the recitals to this Agreement.
“Lock-Up Investor”
is defined in the recitals to this Agreement.
“Maximum Number
of Securities” is defined in Section 2.1.4.
“Piggy-Back Registration”
is defined in Section 2.2.1.
“PIPE Documents”
is defined in Section 2.5.
“PIPE Investor”
means an investor purchasing securities in a PIPE Investment as contemplated by the Business Combination Agreement.
“PIPE Securities”
means those securities sold to PIPE Investors in a PIPE Investment as contemplated by the Business Combination Agreement.
“Pro Rata”
is defined in Section 2.1.4.
“Proceeding”
is defined in Section 6.9.
“Pubco”
is defined in the preamble to this Agreement, and shall include Pubco’s successors by merger, acquisition, reorganization or otherwise.
“Register,”
“Registered” and “Registration” mean a registration or offering effected by preparing
and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable
rules and regulations promulgated thereunder, and such registration statement becoming effective.
“Registrable Securities”
means the Pubco Ordinary Shares received by the Investors under the Business Combination Agreement. Registrable Securities include any
warrants, capital shares or other securities of Pubco issued as a dividend or other distribution with respect to or in exchange for or
in replacement of the foregoing securities. As to any particular Registrable Securities, such securities shall cease to be Registrable
Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities
Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b)
such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall
have been delivered by Pubco and subsequent public distribution of them shall not require registration under the Securities Act; (c) such
securities shall have ceased to be outstanding; or (d) such securities are freely saleable under Rule 144 without volume limitations.
Notwithstanding anything to the contrary contained herein, a Person shall be deemed to be an “Investor holding Registrable Securities”
(or words to that effect) under this Agreement only if they are an Investor or a transferee of the applicable Registrable Securities (so
long as they remain Registrable Securities) of any Investor permitted under this Agreement and any applicable Lock-Up Agreement.
“Registration
Statement” means a registration statement filed by Pubco with the SEC in compliance with the Securities Act and the rules
and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations exercisable
or exchangeable for, or convertible into, equity securities, including all amendments thereto, including post-effective amendments (other
than a registration statement on Form S-4, F-4 or Form S-8, or their successors, or any registration statement covering only securities
proposed to be issued in exchange for securities or assets of another entity).
“Rule 144”
means Rule 144 promulgated under the Securities Act.
“SEC”
means the United States Securities and Exchange Commission or any successor thereto.
“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same
shall be in effect at the time.
“Second Merger”
is defined in the recitals to this Agreement.
“Second Merger
Sub” is defined in the recitals to this Agreement.
“Short Form Registration”
is defined in Section 2.3.
“SPAC”
is defined in the recitals to this Agreement.
“SPAC Investor(s)”
is defined in the recitals to this Agreement.
“SPAC Representative”
is defined in the recitals to this Agreement.
“Sponsor”
is defined in the recitals to this Agreement.
“Specified Courts”
is defined in Section 6.9.
“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s
market-making activities.
2. REGISTRATION
RIGHTS.
2.1 Demand
Registration.
2.1.1 Request
for Registration. Subject to Section 2.4, at any time and from time to time after the Closing, SPAC Investors holding at least a majority-in-interest
of the then-outstanding number of Registrable Securities held by SPAC Investors may make one (1) written demand for Registration of all
or part of their Registrable Securities on (a) Form F-1, or such other form of registration statement as is then available to effect a
registration for resale of such Registrable Securities, covering such Registrable Securities or (b) if available, Form F-3, which in the
case of either clause (a) or (b), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act (such registration
pursuant to a written demand a “Demand Registration”). In addition, subject to Section 2.4, at any time and
from time to time after the Closing, Company Investors holding at least a majority-in-interest of the then-outstanding number of Registrable
Securities held by Company Investors may make a written demand for a Demand Registration of all or part of their Registrable Securities.
Any demand for a Demand Registration shall specify the number of Registrable Securities proposed to be sold and the intended method(s)
of distribution thereof. Within thirty (30) days following receipt of any request for a Demand Registration, Pubco will notify all other
Investors holding Registrable Securities of the demand, and each Investor holding Registrable Securities who wishes to include all or
a portion of such Investor’s Registrable Securities in the Demand Registration (each such Investor including shares of Registrable
Securities in such registration, a “Demanding Holder”) shall so notify Pubco, in writing, within fifteen (15)
days after the receipt by the Investor of the notice from Pubco. Upon any such request, the Demanding Holders shall be entitled to have
their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1.
Pubco shall not be obligated to effect more than an aggregate of three (3) Demand Registrations under this Section 2.1.1 in respect of
all Registrable Securities. Notwithstanding anything in this Section 2.1 to the contrary, Pubco shall not be obligated to effect a Demand
Registration, (i) if a Piggy-Back Registration had been available to the Demanding Holder(s) within the one hundred twenty (120) days
preceding the date of request for the Demand Registration, (ii) within one hundred sixty (60) days after the effective date of a
previous registration effected with respect to the Registrable Securities pursuant this Section 2.1, or (iii) during any period (not to
exceed one hundred eighty (180) days) following the closing of the completion of an offering of securities by Pubco if such Demand Registration
would cause Pubco to breach a “lock-up” or similar provision contained in the underwriting agreement for such offering.
2.1.2 Effective
Registration. A Registration will not count as a Demand Registration until the Registration Statement filed with the SEC with respect
to such Demand Registration has been declared effective by the SEC and Pubco has complied in all material respects with its obligations
under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared
effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction
of the SEC or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed
not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated,
and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue the offering; provided, further, that
Pubco shall not be obligated to file another Registration Statement until a Registration Statement that has been filed is counted as a
Demand Registration or is terminated, which termination may be effected, following a stop order or injunction, by notice to the Company
from at least a majority-in-interest of the Demanding Holders.
2.1.3 Underwritten
Offering. If a majority-in-interest of the Demanding Holders so elect and advise Pubco as part of their written demand for a Demand
Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten
offering. In such event, the right of any Demanding Holder to include its Registrable Securities in such registration shall be conditioned
upon such Demanding Holder’s participation in such underwritten offering and the inclusion of such Demanding Holder’s Registrable
Securities in the underwritten offering to the extent provided herein. All Demanding Holders proposing to distribute their Registrable
Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters
selected for such underwritten offering by a majority-in-interest of the Investors initiating the Demand Registration and reasonably acceptable
to Pubco.
2.1.4 Reduction
of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises
Pubco and the Demanding Holders in writing that the dollar amount or number of Registrable Securities which the Demanding Holders desire
to sell, taken together with all other Pubco Ordinary Shares or other securities which Pubco desires to sell and the Pubco Ordinary Shares
or other securities, if any, as to which Registration by Pubco has been requested pursuant to written contractual piggy-back registration
rights held by other security holders of Pubco who desire to sell, exceeds the maximum dollar amount or maximum number of shares that
can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability
of success of such offering (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Number
of Securities”), then Pubco shall include in such Registration: (i) first, the Registrable Securities as to which Demand
Registration has been requested by the Demanding Holders (all pro rata in accordance with the number of securities that each applicable
Person has requested be included in such registration, regardless of the number of securities held by each such Person, as long as they
do not request to include more securities than they own (such proportion is referred to herein as “Pro Rata”))
that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or other securities that Pubco desires to sell that can
be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested
pursuant to Section 2.2 Pro Rata among such Investors based on the number of securities requested by such Investors to be included in
such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (i), (ii), and (iii), the Pubco Ordinary Shares or other securities
for the account of other Persons that Pubco is obligated to register pursuant to written contractual arrangements with such Persons that
can be sold without exceeding the Maximum Number of Securities. In the event that Pubco securities that are convertible into Pubco Ordinary
Shares are included in the offering, the calculations under this Section 2.1.4 shall include such Pubco securities on an as-converted
to Pubco Ordinary Share basis.
2.1.5 Withdrawal.
If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwritten offering or are not entitled to include
all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such
offering by giving written notice to Pubco and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness
of the Registration Statement filed with the SEC with respect to such Demand Registration. If the majority-in-interest of the Demanding
Holders withdraws from a proposed offering relating to a Demand Registration in such event, then such registration shall not count as
a Demand Registration provided for in Section 2.1.
2.2 Piggy-Back
Registration.
2.2.1 Piggy-Back
Rights. Subject to Section 2.4, if at any time after the Closing, Pubco proposes to file a Registration Statement under the Securities
Act with respect to the Registration of or an offering of equity securities, or securities or other obligations exercisable or exchangeable
for, or convertible into, equity securities, by Pubco for its own account or for security holders of Pubco for their account (or by Pubco
and by security holders of Pubco including pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with
any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to Pubco’s existing
security holders, (iii) for an offering of debt that is convertible into equity securities of Pubco, or (iv) for a dividend reinvestment
plan, then Pubco shall (x) give written notice of such proposed filing to Investors holding Registrable Securities as soon as practicable
but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities
to be included in such offering or registration, the intended method(s) of distribution, and the name of the proposed managing Underwriter
or Underwriters, if any, of the offering, and (y) offer to Investors holding Registrable Securities in such notice the opportunity
to register the sale of such number of Registrable Securities as such Investors may request in writing within five (5) days following
receipt of such notice (a “Piggy-Back Registration”). To the extent permitted by applicable securities laws
with respect to such registration by Pubco or another demanding security holder, Pubco shall use its best efforts to cause (i) such Registrable
Securities to be included in such registration and (ii) the managing Underwriter or Underwriters of a proposed underwritten offering to
permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar
securities of Pubco and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s)
of distribution thereof. All Investors holding Registrable Securities proposing to distribute their securities through a Piggy-Back Registration
that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters
selected for such Piggy-Back Registration.
2.2.2 Reduction
of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises
Pubco and Investors holding Registrable Securities proposing to distribute their Registrable Securities through such Piggy-Back Registration
in writing that the dollar amount or number of Pubco Ordinary Shares or other Pubco securities which Pubco desires to sell, taken together
with the Pubco Ordinary Shares or other Pubco securities, if any, as to which registration has been demanded pursuant to written contractual
arrangements with Persons other than the Investors holding Registrable Securities hereunder, the Registrable Securities as to which registration
has been requested under this Section 2.2, and the Pubco Ordinary Shares or other Pubco securities, if any, as to which registration has
been requested pursuant to the written contractual piggy-back registration rights of other security holders of Pubco, exceeds the Maximum
Number of Securities, then Pubco shall include in any such registration:
(a) If
the registration is undertaken for Pubco’s account: (i) first, the Pubco Ordinary Shares or other securities that Pubco desires
to sell that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clause (i), the Registrable Securities of Investors as to which registration has been requested
pursuant to this Section 2.2 Pro Rata among such Investors based on the number of securities requested by such Investors to be included
in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Pubco Ordinary Shares or other equity securities
for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons
that can be sold without exceeding the Maximum Number of Securities;
(b) If
the registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to Section 2.1: (i) first,
the Pubco Ordinary Shares or other securities for the account of the Demanding Holders Pro Rata among such Demanding Holders based on
the number of securities requested by such Demanding Holders to be included in such registration, that can be sold without exceeding the
Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (i), the Pubco Ordinary Shares or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number
of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and
(ii), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2 Pro Rata among
such Investors based on the number of securities requested by such Investors to be included in such registration, that can be sold without
exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other equity securities for the account of other Persons
that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding
the Maximum Number of Securities; and
(c) If
the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding Holders under
Section 2.1: (i) first, the Pubco Ordinary Shares or other securities for the account of the demanding Persons that can be sold without
exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clause (i), the Pubco Ordinary Shares or other securities that Pubco desires to sell that can be sold without exceeding
the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2
Pro Rata among such Investors based on the number of securities requested by such Investors to be included in such registration, that
can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other equity securities for the
account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that
can be sold without exceeding the Maximum Number of Securities.
In the event that Pubco securities
that are convertible into Pubco Ordinary Shares are included in the offering, the calculations under this Section 2.2.2 shall include
such Pubco securities on an as-converted to Pubco Ordinary Share basis. Notwithstanding anything to the contrary above, to the extent
that the registration of an Investor’s Registrable Securities would prevent Pubco or the demanding shareholders from effecting such
registration and offering, such Investor shall not be permitted to exercise Piggy-Back Registration rights with respect to such registration
and offering.
2.2.3 Withdrawal.
Any Investor holding Registrable Securities may elect to withdraw such Investor’s request for inclusion of Registrable Securities
in any Piggy-Back Registration by giving written notice to Pubco of such request to withdraw prior to the effectiveness of the Registration
Statement. Pubco (whether on its own determination or as the result of a withdrawal by Persons making a demand pursuant to written contractual
obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement without any liability
to the applicable Investor, subject to the next sentence and the provisions of Section 4. Notwithstanding any such withdrawal, Pubco shall
pay all expenses incurred in connection with such Piggy-Back Registration as provided in Section 3.3 (subject to the limitations set forth
therein) by Investors holding Registrable Securities that requested to have their Registrable Securities included in such Piggy-Back Registration.
2.3 Short
Form Registrations. After the Closing, subject to Section 2.4, Investors holding Registrable Securities may at any time and from time
to time, request in writing that Pubco register the resale of any or all of such Registrable Securities on Form S-3 or F-3 or any similar
short-form registration which may be available at such time (“Short Form Registration”); provided, however,
that Pubco shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, Pubco
will promptly give written notice of the proposed registration to all other Investors holding Registrable Securities, and, as soon as
practicable thereafter, use its reasonable best efforts to effect the registration of all or such portion of such Investors’ Registrable
Securities as are specified in such request, together with all or such portion of the Registrable Securities, if any, of any other Investors
joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from
Pubco; provided, however, that Pubco shall not be obligated to effect any such registration pursuant to this Section 2.3:
(i) if Short Form Registration is not available to Pubco for such offering; or (ii) if Investors holding Registrable Securities, together
with the holders of any other securities of Pubco entitled to inclusion in such registration, propose to sell Registrable Securities and
such other securities (if any) at any aggregate price to the public of less than $5,000,000. Registrations effected pursuant to this Section
2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.
2.4 Restriction
of Offerings. Notwithstanding anything to the contrary contained in this Agreement, the Investors shall not be entitled to request,
and Pubco shall not be obligated to effect, or to take any action to effect, any registration (including any Demand Registration or Piggy-Back
Registration) pursuant to this Section 2 with respect to any Registrable Securities that are subject to the transfer restrictions under
the applicable Lock-Up Investor’s Lock-Up Agreement.
2.5 PIPE
Securities. The Investors hereby acknowledge that the Pubco and the SPAC may prior to the Closing grant registration rights to PIPE
Investors with respect to the PIPE Securities in the subscription agreements entered into for the PIPE Investment or a registration rights
agreement to be entered into between the Pubco or the SPAC, on one hand, and PIPE Investors, on the other hand, in connection therewith
(collectively, the “PIPE Documents”). The Investors hereby acknowledge and agree that nothing in this Agreement
shall restrict or impair, or would reasonably be expected to restrict or impair, the ability of the SPAC or the Pubco to fulfill its registration
obligations under the PIPE Documents with respect to the PIPE Securities (and such PIPE Securities shall take priority and precedence
over any of the Registrable Securities with respect to the provisions of this Agreement, including the provisions of Sections 2.1.4 and
2.2.2 hereof), and the Pubco or the SPAC, as the case may be, shall be entitled without violation or breach of, or liability under, this
Agreement to refuse to register any Registrable Securities or withdraw any Registration Statement for any Registrable Securities if such
Registration has restricted or impaired the ability of the Pubco or the SPAC, as the case may be, to fulfill its registration obligations
under the PIPE Documents with respect to the PIPE Securities.
3. REGISTRATION
PROCEDURES.
3.1 Filings;
Information. Whenever Pubco is required to effect the registration of any Registrable Securities pursuant to Section 2, Pubco shall
use its reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s)
of distribution thereof as expeditiously as practicable, and in connection with any such request:
3.1.1 Filing
Registration Statement. Pubco shall use its reasonable best efforts to, as expeditiously as possible after receipt of a request for
a Demand Registration pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which Pubco then
qualifies or which counsel for Pubco shall deem appropriate and which form shall be available for the sale of all Registrable Securities
to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its reasonable efforts to
cause such Registration Statement to become effective and use its reasonable efforts to keep it effective for the period required by Section
3.1.3; provided, however, that Pubco shall have the right to defer any Demand Registration for up to one hundred twenty
(120) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such
Piggy-Back Registration relates, in each case if Pubco shall furnish Investors requesting to include their Registrable Securities in such
registration a certificate signed by the Chief Executive Officer, Chief Financial Officer or Chairman of Pubco stating that, in the good
faith judgment of the Board of Directors of Pubco, it would be materially detrimental to Pubco and its shareholders for such Registration
Statement to be effected at such time or the filing would require premature disclosure of material information which is not in the interests
of Pubco to disclose at such time; provided further, however, that Pubco shall not have the right to exercise the right
set forth in the immediately preceding proviso more than twice in any 365-day period in respect of a Demand Registration hereunder.
3.1.2 Copies.
Pubco shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to
Investors holding Registrable Securities included in such registration, and such Investors’ legal counsel, soft copies of such Registration
Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto
and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary prospectus),
and such other documents as Investors holding Registrable Securities included in such registration or legal counsel for any such Investors
may request in order to facilitate the disposition of the Registrable Securities owned by such Investors.
3.1.3 Amendments
and Supplements. Pubco shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements to
such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective
and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration
Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or
such securities have been withdrawn or until such time as the Registrable Securities cease to be Registrable Securities as defined by
this Agreement.
3.1.4 Notification.
After the filing of a Registration Statement pursuant to this Agreement, Pubco shall promptly, and in no event more than five (5) Business
Days after such filing, notify Investors holding Registrable Securities included in such Registration Statement of such filing, and shall
further notify such Investors promptly and confirm such advice in writing in all events within five (5) Business Days after the occurrence
of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration
Statement becomes effective; (iii) the issuance or threatened issuance by the SEC of any stop order (and Pubco shall take all actions
required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the SEC for any amendment or supplement
to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring
the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered
by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to Investors
holding Registrable Securities included in such Registration Statement any such supplement or amendment; except that before filing with
the SEC a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference,
Pubco shall furnish to Investors holding Registrable Securities included in such Registration Statement and to the legal counsel for any
such Investors, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such Investors and legal
counsel with a reasonable opportunity to review such documents and comment thereon; provided that such Investors and their legal counsel
must provide any comments promptly (and in any event within five (5) Business Days) after receipt of such documents.
3.1.5 State
Securities Laws Compliance. Pubco shall use its reasonable efforts to (i) register or qualify the Registrable Securities covered by
the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as Investors
holding Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably
request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered
with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of Pubco and do any
and all other acts and things that may be necessary or advisable to enable Investors holding Registrable Securities included in such Registration
Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that Pubco
shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but
for this paragraph or take any action to which it would be subject to general service of process or to taxation in any such jurisdiction
where it is not then otherwise subject.
3.1.6 Agreements
for Disposition. To the extent required by the underwriting agreement or similar agreements, Pubco shall enter into reasonable customary
agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required
in order to expedite or facilitate the disposition of such Registrable Securities. The representations, warranties and covenants of Pubco
in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to
and for the benefit of Investors holding Registrable Securities included in such Registration Statement. No Investor holding Registrable
Securities included in such Registration Statement shall be required to make any representations or warranties in the underwriting agreement
except, if applicable, with respect to such Investor’s organization, good standing, authority, title to Registrable Securities,
lack of conflict of such sale with such Investor’s material agreements and organizational documents, and with respect to written
information relating to such Investor that such Investor has furnished in writing expressly for inclusion in such Registration Statement.
3.1.7 Cooperation.
The principal executive officer of Pubco, the principal financial officer of Pubco, the principal accounting officer of Pubco and all
other officers and members of the management of Pubco shall reasonably cooperate in any offering of Registrable Securities hereunder,
which cooperation shall include the preparation of the Registration Statement with respect to such offering and all other offering materials
and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors.
3.1.8 Records.
Pubco shall make available for inspection by Investors holding Registrable Securities included in such Registration Statement, any Underwriter
participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other professional retained by
any Investor holding Registrable Securities included in such Registration Statement or any Underwriter, during normal business hours and
at the cost of such Persons requesting inspection, all financial and other records, pertinent corporate documents and properties of Pubco,
as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause Pubco’s officers, directors
and employees to supply all information reasonably requested by any of them in connection with such Registration Statement; provided
that Pubco may require execution of a reasonable confidentiality agreement prior to sharing any such information.
3.1.9 Opinions
and Comfort Letters. Pubco shall request its counsel and accountants to provide customary legal opinions and customary comfort letters,
to the extent so reasonably required by any underwriting agreement.
3.1.10 Earnings
Statement. Pubco shall comply with all applicable rules and regulations of the SEC and the Securities Act, and make available to its
shareholders if reasonably required, as soon as reasonably practicable, an earnings statement covering a period of twelve (12) months,
which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
3.1.11 Listing.
Pubco shall use its best efforts to cause all Registrable Securities that are Pubco Ordinary Shares included in any registration to be
listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by Pubco are then listed
or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to Investors holding a majority-in-interest
of the Registrable Securities included in such registration.
3.1.12 Road
Show. If the registration involves the registration of Registrable Securities involving gross proceeds in excess of $25,000,000, Pubco
shall use its reasonable efforts to make available senior executives of Pubco to participate in customary “road show” presentations
that may be reasonably requested by the Underwriter in any underwritten offering.
3.2 Obligation
to Suspend Distribution. Upon receipt of any notice from Pubco of the happening of any event of the kind described in Section 3.1.4(iv),
or in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration
Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide
business purpose, or, in the case of a resale registration on Short Form Registration pursuant to Section 2.3 hereof, upon any suspension
by Pubco, pursuant to a written insider trading compliance program adopted by Pubco’s Board of Directors, of the ability of all
“insiders” covered by such program to transact in Pubco’s securities because of the existence of material non-public
information, each Investor holding Registrable Securities included in any registration shall immediately discontinue disposition of such
Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor receives the supplemented
or amended prospectus contemplated by Section 3.1.4(iv) or the Registration Statement is updated so that the financial statements are
no longer stale, or the restriction on the ability of “insiders” to transact in Pubco’s securities is removed, as applicable,
and, if so directed by Pubco, each such Investor will deliver to Pubco all copies, other than permanent file copies then in such Investor’s
possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.
3.3 Registration
Expenses. Subject to Section 4, Pubco shall bear reasonable costs and expenses incurred in connection with any Demand Registration
pursuant to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Short Form Registration effected
pursuant to Section 2.3, and all reasonable expenses incurred in performing or complying with its other obligations under this Agreement,
whether or not the Registration Statement becomes effective, including: (i) all registration and filing fees; (ii) fees and expenses of
compliance with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications
of the Registrable Securities); (iii) printing expenses; (iv) Pubco’s internal expenses (including all salaries and expenses of
its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required
by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for Pubco and fees
and expenses for independent certified public accountants retained by Pubco (including the expenses or costs associated with the delivery
of any opinions or comfort letters requested pursuant to Section 3.1.9); and (viii) the reasonable fees and expenses (up to a maximum
of $15,000 in the aggregate in connection with such registration) of one legal counsel selected by Investors holding a majority-in-interest
of the Registrable Securities included in such registration for such legal counsel’s review, comment and finalization of the proposed
Registration Statement and other relevant documents. Pubco shall have no obligation to pay any underwriting discounts or selling commissions
attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall
be borne by such holders. Additionally, in an underwritten offering, all selling security holders and Pubco shall bear the expenses of
the Underwriter pro rata in proportion to the respective amount of securities each is selling in such offering.
3.4 Information.
Investors holding Registrable Securities included in any Registration Statement shall provide such information as may reasonably be requested
by Pubco, or the managing Underwriter, if any, in connection with the preparation of such Registration Statement, including amendments
and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section
2 and in connection with the obligation to comply with federal and applicable state securities laws. Investors selling Registrable Securities
in any offering must provide all questionnaires, powers of attorney, custody agreements, stock powers, and other documentation reasonably
requested by Pubco or the managing Underwriter.
4. INDEMNIFICATION
AND CONTRIBUTION.
4.1 Indemnification
by Pubco. Subject to the provisions of this Section 4.1 below, Pubco agrees to indemnify and hold harmless each Investor, and each
Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls
an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor
Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or
several, arising out of or based upon any untrue statement of a material fact contained in any Registration Statement under which the
sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus
contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon
any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any
violation by Pubco of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco and relating to action or
inaction required of Pubco in connection with any such registration (provided, however, that the indemnity agreement contained
in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement
is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned); and Pubco shall promptly
reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in
connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however,
that Pubco will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or
is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement,
preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity
with information furnished to Pubco, in writing, by such selling holder or Investor Indemnified Party expressly for use therein. Pubco
also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents
and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section
4.1.
4.2 Indemnification
by Investors Holding Registrable Securities. Subject to the provisions of this Section 4.2 below, each Investor selling Registrable
Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable
Securities held by such selling Investor, indemnify and hold harmless Pubco, each of its directors and officers and each Underwriter (if
any), and each other selling holder and each other Person, if any, who controls another selling holder or such Underwriter within the
meaning of the Securities Act, against any expenses, losses, claims, judgments, damages or liabilities, whether joint or several, insofar
as such expenses, losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered
under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement,
or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission to state a material fact
required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance
upon and in conformity with information furnished in writing to Pubco by such selling Investor expressly for use therein (provided,
however, that the indemnity agreement contained in this Section 4.2 shall not apply to amounts paid in settlement of any such claim,
loss, damage, liability or action if such settlement is effected without the consent of the indemnifying Investor, such consent not to
be unreasonably withheld, delayed or conditioned), and shall reimburse Pubco, its directors and officers, each Underwriter and each other
selling holder or controlling Person for any legal or other expenses reasonably incurred by any of them in connection with investigation
or defending any such loss, claim, damage, liability or action. Each selling Investor’s indemnification obligations hereunder shall
be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling Investor.
4.3 Conduct
of Indemnification Proceedings. Promptly after receipt by any Person of any notice of any loss, claim, damage or liability or any
action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such Person (the “Indemnified Party”)
shall, if a claim in respect thereof is to be made against any other Person for indemnification hereunder, notify such other Person (the
“Indemnifying Party”) in writing of the expenses, loss, claim, judgment, damage, liability or action; provided,
however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from
any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying
Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action
brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the
extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory
to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense
of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently
incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided,
however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified
Party shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party
and its controlling Persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the
Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if,
based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified
Party (acting reasonably), consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect
of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party,
unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such
claim or proceeding.
4.4 Contribution.
4.4.1 If
the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any
loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such expenses, loss, claim, damage, liability
or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in
connection with the actions or omissions which resulted in such expenses, loss, claim, damage, liability or action, as well as any other
relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission.
4.4.2 The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata
allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately
preceding Section 4.4.1.
4.4.3 The
amount paid or payable by an Indemnified Party as a result of any expense, loss, claim, damage, liability or action referred to in the
immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any reasonable legal or other
expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 4.4, no Investor holding Registrable Securities shall be required to contribute any amount in excess of the
dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such
Investor from the sale of Registrable Securities which gave rise to such contribution obligation. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.
5. RULE
144.
5.1 Rule
144. Pubco covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall
take such further action as Investors holding Registrable Securities may reasonably request, all to the extent required from time to time
to enable such Investors to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.
6. MISCELLANEOUS.
6.1 Other
Registration Rights. Pubco represents and warrants that as of the date of this Agreement, no Person, other than the holders of the
Registrable Securities, has any right to require Pubco to register any of Pubco’s share capital for sale or to include Pubco’s
share capital in any registration filed by Pubco for the sale of share capital for its own account or for the account of any other Person
(including, for the avoidance of doubt, under the Founder Registration Rights Agreement).
6.2 Assignment;
No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of Pubco hereunder may not be assigned or delegated
by Pubco in whole or in part, unless Pubco first provides Investors holding Registrable Securities at least ten (10) Business Days prior
written notice; provided that no assignment or delegation by Pubco will relieve Pubco of its obligations under this Agreement unless
the SPAC Representative and Investors holding a majority-in-interest of the Registrable Securities provide their prior written consent,
which consent must not be unreasonably withheld, delayed or conditioned. This Agreement and the rights, duties and obligations of Investors
holding Registrable Securities hereunder may be freely assigned or delegated by such Investor in conjunction with and to the extent of
any transfer of Registrable Securities by such Investor which is permitted by such Investor’s applicable Lock-Up Agreement and in
accordance with all applicable Laws; provided that no assignment by any Investor of its rights, duties and obligations hereunder
shall be binding upon or obligate Pubco unless and until Pubco shall have received (i) written notice of such assignment and (ii) the
written agreement of the assignee, in a form reasonably satisfactory to Pubco, to be bound by the terms and provisions of this Agreement
(which may be accomplished by an addendum or certificate of joinder to this Agreement). This Agreement and the provisions hereof shall
be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or of any assignee of
the Investors. This Agreement is not intended to confer any rights or benefits on any Persons that are not party hereto other than as
expressly set forth in Section 4 and this Section 6.2.
6.3 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 Pubco, to:
PS International Group Ltd.
Address: Room 1002, 10/F.,
Join-In Hang Sing Centre,
No. 2-16 Kwai Fung Crescent,
Kwai Chung, New Territories
Attn: William Chan
Telephone No.: +852-27543320
Email: project.psi@profitsail.com |
|
With copies to (which shall
not constitute notice):
Cooley LLP
c/o Suites 3501-3505, 35/F
Two Exchange Square
8 Connaught Place
Central, Hong Kong
Attn: Will H. Cai
Email: wcai@cooley.com
and
Ellenoff Grossman & Schole
LLP
1345 Avenue of the Americas,
11th Floor
New York, New York 10105, U.S.A.
Attn: Barry I. Grosman, Esq.
Facsimile No.: +1 (212) 370-7889
Telephone No.: +1 (212) 370-1300
Email: bigrossman@egsllp.com
|
|
If to SPAC, to:
AIB Acquisition Corporation
875 Third Avenue, Suite M204A
New York, New York 10022
U.S.A.
Attn: Eric Chen, Chief Executive
Officer
Telephone No.: +1 (212) 380-8128
Email: eric.chen@aibspac.com
|
|
With copies 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: Barry I. Grosman, Esq.
Facsimile No.: +1 (212) 370-7889
Telephone No.: +1 (212) 370-1300
Email: bigrossman@egsllp.com |
If to an Investor, to: the address set forth underneath such
Investor’s name on the signature page. |
|
With copies to (which shall
not constitute notice):
Cooley LLP
c/o Suites 3501-3505, 35/F
Two Exchange Square
8 Connaught Place
Central, Hong Kong
Attn: Will H. Cai
Email: wcai@cooley.com |
6.4 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible that is valid and enforceable. Notwithstanding anything to the contrary contained
in this Agreement, in the event that a duly executed copy of this Agreement is not delivered to Pubco by a Person receiving Pubco Ordinary
Shares in connection with the Closing, such Person failing to provide such signature shall not be a party to this Agreement or have any
rights or obligations hereunder, but such failure shall not affect the rights and obligations of the other parties to this Agreement as
amongst such other parties.
6.5 Entire
Agreement. This Agreement (together with the Business Combination Agreement and the Lock-Up Agreements to the extent incorporated
herein, and including all agreements entered into pursuant hereto or thereto or referenced herein or therein and all certificates and
instruments delivered pursuant hereto and thereto) constitutes the entire agreement of the parties with respect to the subject matter
hereof and supersedes all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between
the parties, whether oral or written, relating to the subject matter hereof, including, for the avoidance of doubt, the Founder Registration
Rights Agreement; 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 other Ancillary Document. Each of SPAC, the Sponsor and Maxim hereby agrees that
the Founder Registration Rights Agreement shall terminate as of the First Merger Effective Time, and thereafter shall be of no further
force and effect.
6.6 Interpretation.
Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of 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.
6.7 Amendments;
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 agreement or consent of Pubco, the SPAC
Representative and Investors holding a majority-in-interest of the Registrable Securities; provided, that any amendment or waiver
of this Agreement which affects an Investor in a manner materially and adversely disproportionate to other Investors will also require
the consent of such Investor. 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.
6.8 Remedies
Cumulative. In the event a party fails to observe or perform any covenant or agreement to be observed or performed under this Agreement,
the other parties may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of
any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted
in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required
to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right,
power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or
hereafter available at law, in equity, by statute or otherwise.
6.9 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
(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 applicable 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 6.3. Nothing in this Section 6.9 shall affect the right of any party to serve legal process
in any other manner permitted by applicable Law.
6.10 WAIVER
OF TRIAL BY JURY. 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 (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 6.10.
6.11 Termination
of Business Combination Agreement. This Agreement shall be binding upon each party upon such party’s execution and delivery
of this Agreement, but this Agreement shall only become effective upon the Closing. In the event that the Business Combination Agreement
is validly terminated in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and become null
and void and be of no further force or effect, and the parties shall have no obligations hereunder and the provisions of the Founder Registration
Rights Agreement shall be automatically reinstated and in effect.
6.12 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.
{REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK; SIGNATURE PAGES FOLLOW}
IN WITNESS WHEREOF, the parties
have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.
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Pubco: |
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PS International Group Ltd. |
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|
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By: |
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Name: |
Yee Kit CHAN |
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Title: |
Director |
IN WITNESS WHEREOF, the parties
have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.
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SPAC: |
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|
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AIB Acquisition Corporation |
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|
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By: |
|
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Name: |
Eric Chen |
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Title: |
Chief Executive Officer |
IN WITNESS WHEREOF, the parties
have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.
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SPAC Investor: |
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AIB LLC |
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By: |
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Name: |
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Title: |
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Address for Notice: |
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|
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Address: |
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|
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Telephone No.: |
|
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Email: |
|
IN WITNESS WHEREOF, the parties
have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.
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SPAC Investor: |
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|
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Maxim Group LLC |
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|
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By: |
|
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Name: |
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Title: |
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Address for Notice: |
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Address: |
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Telephone No.: |
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Email: |
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IN WITNESS WHEREOF, the parties
have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.
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Company Investor: |
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|
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Grand Pro Development Limited |
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|
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By: |
|
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Name: |
Yee Kit CHAN |
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Title: |
Director |
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Address for Notice: |
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Address: |
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Telephone No.: |
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Email: |
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Company Investor: |
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Profit Sail SAS Holdings Company Limited |
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By: |
|
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Name: |
Yee Kit CHAN |
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Title: |
Director |
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Address for Notice: |
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|
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Address: |
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Telephone No.: |
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Email: |
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