UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 13, 2024
Distoken Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-41622 |
|
N/A |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
Unit 1006, Block C, Jinshangjun Park
No. 2 Xiaoba Road, Panlong District
Kunming, Yunnan, China |
|
N/A |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: +86 871 63624579
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Ordinary shares, par value $0.0001 per share |
|
DIST |
|
The Nasdaq Stock Market LLC |
| Redeemable warrants, each warrant entitling the holder to purchase one ordinary share at a price of $11.50 per share |
|
DISTW |
|
The Nasdaq Stock Market LLC |
| Rights, each right entitling the holder to receive one-tenth of one ordinary share |
|
DISTR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry Into A Material Definitive Agreement.
Business Combination Agreement
As previously disclosed by
Distoken Acquisition Corporation, a Cayman Islands exempted company (“Distoken”) in
its Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2024, on May 17, 2024, Distoken entered
into a Business Combination Agreement (the “Business Combination Agreement”) with Youlife Group Inc., a Cayman
Islands exempted company (“Pubco”), Xiaosen Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”),
Youlife I Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“First Merger Sub”),
Youlife II Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Second Merger Sub”),
and Youlife International Holdings Inc., a Cayman Islands exempted company (“Youlife”) (all of the transactions
contemplated by the Business Combination Agreement and other ancillary documents, the “Business Combination”).
On
November 13, 2024, Distoken, Pubco, the Sponsor, First Merger Sub, Second Merger Sub and Youlife entered into the first amendment
to the Business Combination Agreement (the “BCA Amendment”), to, among other things, (i) adopt an American depository
share facility, (ii) revise the scope and terms of certain lock-up provisions applicable to the Sponsor and Youlife shareholders, and
(iii) clarify certain matters related to the dual-class share structure of Pubco following the closing (the “Closing”)
of the Business Combination. Under the new American depository share facility, at the Closing, Pubco will issue its ordinary shares in
the form of American depository shares (“Pubco ADSs”) to Distoken and Youlife shareholders holding registered
shares, which Pubco ADSs will be listed on the Nasdaq Capital Market in lieu of Pubco ordinary shares, and the warrants to be issued by
Pubco will be exercisable for Pubco ADSs. Upon becoming registered shares, Pubco ordinary shares will be exchangeable for Pubco ADSs.
Forms of Amended Lock-Up Agreements
As previously disclosed, on May 17, 2024, Pubco,
Youlife and Distoken have entered into lock-up agreements (the “Lock-Up Agreements”) with the Sponsor and with
certain Youlife shareholders. Prior to the Closing, Pubco, Youlife, Distoken, the Sponsor and certain Youlife shareholders intend to enter
into amended and restated lock-up agreements to amend and restate the Lock-Up Agreements and supersede the terms of the letter agreement
dated February 15, 2023 (the “Insider Letter”), by and among Distoken, the Sponsor and the executive officers
and directors of Distoken.
Specifically, Pubco, Youlife and Distoken intend
to enter into the Amended and Restated Founder Lock-Up Agreement (the “Amended Founder Lock-Up Agreement”) with
the Sponsor prior to the Closing, amending and restating the Lock-Up Agreement that was executed by the Sponsor on May 17, 2024, and superseding
the provisions of the Insider Letter with respect to transfer restrictions on the ordinary shares of Distoken held by the Sponsor that
are designated as founder shares (the “Founder Shares”). The Amended Founder Lock-up Agreement provides for
a lock-up period with respect to the Founder Shares (but not the private placement securities or working capital securities held by the
Sponsor) commencing on the date of the Closing (the “Closing Date“) and ending on the one-year anniversary of
the Closing Date (with respect to 50% of such shares subject to early release if the last trading price of Pubco ADSs equals or exceeds
$12.50 for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing).
Pubco, Youlife and Distoken
intend to enter into the Amended and Restated Company Founder Lock-Up Agreement (the “Amended Company Founder Lock-Up Agreement”)
with Youtch Investment Co., Ltd., a holding company wholly owned by Mr. Yunlei Wang, prior to the Closing, amending and restating the
lock-up agreement that was executed by Youtch Investment Co., Ltd., on May 17, 2024. The Amended Company Founder Lock-up Agreement provides
for a lock-up period commencing on the Closing Date and ending on the one-year anniversary of the Closing Date (with respect to 50% of
such shares subject to early release if the last trading price of Pubco ADSs equals or exceeds $12.50 for any 20 trading days within any
30 trading day period commencing at least 150 days after the Closing).
Pubco, Youlife and Distoken
also intend to enter into the Amended and Restated Company Lock-Up Agreements (each, an “Amended Company Lock-Up Agreement”)
with each shareholder of Youlife (other than Mr. Yunlei Wang) prior to the Closing, certain of which Company Lock-Up Agreements will amend
and restate the lock-up agreements that were executed by certain shareholders of Youlife on May 17, 2024. The Amended Company Lock-up
Agreements provide for a lock-up period commencing on the Closing Date and ending on the date that is 180 calendar days after the Closing
Date (with respect to 50% of such shares subject to early release if the last trading price of Pubco ADSs equals or exceeds $12.50 for
any 20 trading days within any 30 trading day period commencing at least 90 days after the Closing). The restrictions set forth in the
Amended Company Lock-Up Agreements are waivable in writing by Pubco, Youlife and Distoken at any time prior to the Closing, and they may
do so to the extent required for Pubco to have sufficient public float to meet Nasdaq initial listing requirements.
The BCA Amendment and forms
of the Amended Founder Lock-Up Agreement, the Amended Company Founder Lock-Up Agreement and the Amended Company Lock-Up Agreement are
filed with this Current Report on Form 8-K as Exhibits 2.1, 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference,
and the foregoing descriptions of the BCA Amendment and the Amended Founder Lock-Up Agreement, the Amended Company Founder Lock-Up Agreement
and the Amended Company Lock-Up Agreement are qualified in their entirety by reference thereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Additional Information About the Business Combination and Where
to Find It
This Current Report on
Form 8-K relates to a proposed Business Combination between Distoken and Youlife. This Current Report on Form 8-K does not constitute
an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. In connection with the Business Combination, the parties intend to file with the SEC the Registration Statement,
which will include a preliminary proxy statement of Distoken and a preliminary prospectus of Pubco, and after the Registration Statement
is declared effective, Distoken will mail a definitive proxy statement/prospectus relating to the Business Combination to its shareholders.
This communication does not contain all the information that should be considered concerning the Business Combination and is not intended
to form the basis of any investment decision or any other decision in respect of the Business Combination. DISTOKEN’S AND YOULIFE’S
SHAREHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS AND THE AMENDMENTS
THERETO AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED IN CONNECTION WITH THE BUSINESS COMBINATION, AS THESE
MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT DISTOKEN, YOULIFE, PUBCO AND THE BUSINESS COMBINATION. After the Registration Statement
is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant materials for the Business Combination
will be mailed to shareholders of Distoken as of a record date to be established for voting on the Business Combination. Shareholders
will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other
documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to:
Distoken Acquisition Corporation, Unit 1006, Block C, Jinshangjun Park, No. 2 Xiaoba Road, Panlong District, Kunming, Yunnan, China; Tel:
+86 871 63624579.
Participants in the Solicitation
Distoken and its directors
and executive officers may be deemed participants in the solicitation of proxies from Distoken’s shareholders with respect to the
Business Combination. A list of the names of those directors and executive officers of Distoken is contained in Distoken’s Annual
Report on Form 10-K filed with the SEC on April 17, 2024, which is available free of charge at the SEC’s web site at www.sec.gov,
or by directing a request to: Distoken Acquisition Corporation, Unit 1006, Block C, Jinshangjun Park, No. 2 Xiaoba Road, Panlong District,
Kunming, Yunnan, China; Tel: +86 871 63624579. Additional information regarding the interests of such participants will be set forth in
the Registration Statement when available.
Youlife, Pubco and their
directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of Distoken
in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their
interests in the Business Combination will be included in the Registration Statement when available.
Non-Solicitation
This Current Report on
Form 8-K does not constitute, and should not be construed to be, a proxy statement or the solicitation of a proxy, solicitation of any
vote or approval, consent or authorization with respect to any securities or in respect of the proposed Business Combination described
herein and shall not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Forward-Looking Statements
This Current Report on
Form 8-K contains certain statements that may be considered forward-looking statements within the meaning of the federal securities laws.
Forward-looking statements include, without limitation, statements about future events or Distoken’s, Youlife’s or Pubco’s
future financial or operating performance. For example, statements regarding Youlife’s anticipated growth and the anticipated growth
in demand for Youlife’s products, services and solutions, the anticipated size of Youlife’s addressable market and other metrics,
statements regarding the benefits of the Business Combination, and the anticipated timing of the completion of the Business Combination
are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,”
“could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,”
“forecast,” “expect,” “intend,” “will,” “estimate,” “anticipate,”
“believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations
of them or similar terminology.
These forward-looking statements
regarding future events and the future results of Distoken, Youlife and Pubco are based on current expectations, estimates, forecasts,
and projections about the industry in which Youlife operates, as well as the beliefs and assumptions of Distoken’s management and
Youlife’s management. These forward-looking statements are only predictions and are subject to known and unknown risks, uncertainties,
assumptions and other factors beyond Distoken’s, Youlife’s or Pubco’s control that are difficult to predict because
they relate to events and depend on circumstances that will occur in the future. They are neither statements of historical fact nor promises
or guarantees of future performance. Therefore, Youlife’s and Pubco’s actual results may differ materially and adversely from
those expressed or implied in any forward-looking statements and Distoken, Youlife and Pubco therefore caution against relying on any
of these forward-looking statements.
These forward-looking statements
are based upon estimates and assumptions that, while considered reasonable by Distoken and its management, Youlife and its management,
and Pubco and its management, as the case may be, are inherently uncertain and are inherently subject to risks, variability and contingencies,
many of which are beyond Distoken’s, Youlife’s or Pubco’s control. Factors that may cause actual results to differ materially
from current expectations include, but are not limited to: (i) the occurrence of any event, change or other circumstances that could give
rise to the termination of the Business Combination Agreement and any subsequent definitive agreements with respect to the Business Combination;
(ii) the outcome of any legal proceedings that may be instituted against Distoken, Youlife, Pubco or others following the announcement
of the Business Combination and any definitive agreements with respect thereto; (iii) the inability to complete the Business Combination
due to the failure to obtain consents and approvals of the shareholders of Distoken, to obtain financing to complete the Business Combination
or to satisfy other conditions to closing, or delays in obtaining, adverse conditions contained in, or the inability to obtain necessary
regulatory approvals required to complete the transactions contemplated by the Business Combination Agreement; (iv) changes to the proposed
structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition
to obtaining regulatory approval of the Business Combination; projections, estimates and forecasts of revenue and other financial and
performance metrics, projections of market opportunity and expectations, and the estimated implied enterprise value of Pubco; (vi) Youlife’s
and Pubco’s ability to scale and grow its business, and the advantages and expected growth of Pubco; (vii) Pubco’s ability
to source and retain talent, the cash position of Pubco following closing of the Business Combination; (viii) the ability to meet stock
exchange listing standards in connection with, and following, the consummation of the Business Combination; (ix) the risk that the Business
Combination disrupts current plans and operations of Youlife as a result of the announcement and consummation of the Business Combination;
(x) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition,
the ability of Pubco or Youlife to grow and manage growth profitably, maintain key relationships and retain its management and key employees;
(xi) costs related to the Business Combination; (xii) changes in applicable laws, regulations, political and economic developments; (xiii)
the possibility that Youlife or Pubco may be adversely affected by other economic, business and/or competitive factors; (xiv) Youlife’s
estimates of expenses and profitability; (xv) the failure to realize estimated shareholder redemptions, purchase price and other adjustments;
and (xvi) other risks and uncertainties set forth in the filings by Distoken or Pubco with the SEC. There may be additional risks that
neither Distoken nor Youlife presently know or that Distoken and Youlife currently believe are immaterial that could also cause actual
results to differ from those contained in the forward-looking statements. Any forward-looking statements made by or on behalf of Distoken,
Youlife or Pubco speak only as of the date they are made. None of Distoken, Youlife or Pubco undertakes any obligation to update any forward-looking
statements to reflect any changes in their respective expectations with regard thereto or any changes in events, conditions or circumstances
on which any such statement is based.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
Distoken Acquisition Corporation |
| |
|
|
| Date: November 18, 2024 |
By: |
/s/ Jian Zhang |
| |
|
Name: |
Jian Zhang |
| |
|
Title: |
Chief Executive Officer |
Exhibit 2.1
FIRST AMENDMENT
TO
BUSINESS COMBINATION AGREEMENT
This First Amendment (“First
Amendment”) to the Business Combination Agreement (as defined below) is made and entered into as of November 13, 2024, by
and among (i) Distoken Acquisition Corporation, a Cayman Islands exempted company with incorporation number 363925 (“Purchaser”);
(ii) Xiaosen Sponsor LLC, a Cayman Islands limited liability company with registration number 3127 (the “Sponsor”);
(iii) Youlife Group Inc., a Cayman Islands exempted company with registration number 408752 (“Pubco”);
(iv) Youlife I Limited, a Cayman Islands exempted company with registration number 408168 and a wholly-owned subsidiary of Pubco
(“First Merger Sub”); (v) Youlife II Limited, a Cayman Islands exempted company with registration number
408169 and a wholly-owned subsidiary of Pubco (“Second Merger Sub”), and (vi) Youlife International Holdings
Inc., a Cayman Islands exempted company with registration number 348890 (the “Company”). Capitalized terms
used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
RECITALS:
WHEREAS, Purchaser,
the Sponsor, Pubco, First Merger Sub, Second Merger Sub and the Company have entered into that certain Business Combination Agreement,
dated as of May 17, 2024 (the “Original Agreement,” and as amended, including by this First Amendment, the “Business
Combination Agreement”);
WHEREAS, Section
12.9 of the Business Combination Agreement provides that the Business Combination Agreement may be amended, supplemented or modified
only by execution of a written instrument signed by each of Purchaser, the Sponsor, Pubco, First Merger Sub, Second Merger Sub and the
Company;
WHEREAS, the Parties
now desire to amend the Original Agreement to, among other matters, (i) adopt an American depository share facility, (ii) revise the scope
and terms of the lock-up provisions, and (iii) clarify certain matters related to the dual-class share structure of Pubco following the
Closing, as set forth herein; and
NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
and in accordance with the terms of the Business Combination Agreement, the Parties hereto, intending to be legally bound, do hereby acknowledge
and agree as follows:
1.
Amendments to Business Combination Agreement.
(a)
The Recitals of the Original Agreement are hereby amended by adding the following:
“WHEREAS, prior to the Closing,
parties to certain Seller Lock-Up Agreements dated May 17, 2024 intend to amend and restate such agreements by (i) with respect to Youtch
Investment Co., Ltd., entering into the Amended and Restated Lock-Up Agreement in the form attached as Exhibit A-1 hereto (the
“Amended Company Founder Lock-Up Agreement”), and (ii) with respect to each Seller (other than Youtch Investment
Co., Ltd.) that is a party to a Seller Lock-Up Agreement, entering into the Amended and Restated Lock-Up Agreement in the form attached
as Exhibit A-2 hereto (the “Amended Seller Lock-Up Agreement”), which in each case will become effective
as of the Closing, to, among other matters, revise the term of the Lock-Up Period (as defined therein);
WHEREAS, prior to the Closing, the parties
to the Founder Lock-Up Agreement intend to amend and restate the Founder Lock-Up Agreement by entering into the Amended and Restated Lock-Up
Agreement in the form attached as Exhibit A-3 hereto, which will become effective as of the Closing, to among other matters, clarify
that the Lock-Up Period (as defined therein) will only apply to the Founder Shares and supersedes the terms of the Insider Letter with
respect to the Founder Shares (the “Amended Founder Lock-Up Agreement”)”
(b)
Section 1.3(b) of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“(b) At the Second Merger Effective
Time, the effect of the Second Merger shall be as provided in this Agreement, the Merger Documents and the applicable provisions of the
Cayman Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Second Merger Effective Time, (i)
all the rights, the property of every description including choses in action, business, undertaking, goodwill, benefits, immunities and
privileges of the Purchaser and Second Merger Sub shall immediately vest in the Surviving Entity, (ii) all Purchaser Ordinary Shares issued
and outstanding immediately prior to the Second Merger Effective Time shall be cancelled in exchange for the right to receive Pubco Securities,
as provided in Section 2.1, (iii) all outstanding Purchaser Warrants shall be converted into Pubco Warrants, as provided in Section
2.2; (iv) all outstanding Purchaser Rights shall be converted into such number of Pubco Class A Ordinary Shares in the form of Pubco
ADSs as provided in Section 2.2; (v) all Second Merger Sub Ordinary Share(s) issued and outstanding immediately prior to the Second
Merger Effective Time shall be cancelled in exchange for the right to receive the same class and number of shares of the Surviving Entity;
(vi) all the mortgages, charges or security interests, and all contracts, obligations, claims, debts and liabilities of each of Purchaser
and Second Merger Sub shall vest in and become the mortgages, charges or security interests, and all contracts, obligations, claims, debts
and liabilities of the Surviving Entity and (vii) the separate corporate existence of Second Merger Sub shall cease.”
(c)
Article I of the Original Agreement is hereby amended by adding Section 1.6 as follows:
“1.6. Establishment of
ADS Facility; Deposit of Pubco Class A Ordinary Shares; Distribution of Pubco ADSs.
(a) Prior to the First Merger Effective
Time, the Company shall cause a sponsored American depositary share facility for the Pubco Class A Ordinary Shares (the “ADS
Facility”) to be established with a reputable depositary bank reasonably acceptable to Purchaser (such bank or any successor
depositary bank, the “Depositary Bank”) for the purpose of issuing and distributing the Pubco ADSs, including
specifically and without limitation (i) entering into a customary deposit agreement with the Depositary Bank (the “Deposit
Agreement”) establishing the ADS Facility, to be effective as of the First Merger Effective Time, in form and substance
reasonably acceptable to Purchaser, and (ii) filing with the SEC a registration statement on Form F-6 relating to the registration
under the Securities Act for the issuance of the Pubco ADSs (the “Form F-6”). The Company shall use its
reasonable best efforts to cause the Depositary Bank to file such Form F-6 with the SEC prior to or in conjunction with the declaration
of the effectiveness of the Registration Statement by the SEC.
(b) Purchaser shall, as promptly as reasonably
practicable following Purchaser’s receipt of the final determination of such number from the Trustee (subject to any further reversals
of redemptions)), notify the Company and Pubco in writing of the number of the redeemed Purchaser Ordinary Shares. Prior to the First
Merger Effective Time, Pubco shall (i) allot and issue, or cause to be allotted and issued, to the Depositary Bank (or its custodian),
credited as fully paid and free of all Liens, such number of Pubco Class A Ordinary Shares equal to the aggregate number of Pubco ADSs
to be issued pursuant to Section 2.1 and Section 2.2 (such holder, the “ADS Recipients”),
and (ii) deposit or cause to be deposited with the Depositary Bank (or its custodian) such Pubco Ordinary Shares representing the
aggregate number of such Pubco ADSs to be issued for the benefit of the ADS Recipients in accordance with Section 2.1 and Section
2.2, and (iii) the Depositary Bank shall be authorized to issue and distribute the Pubco ADSs to the ADS Recipients in accordance
with this Agreement, the Deposit Agreement and an instruction provided by the Company.
(c) Following the First Merger Effective
Time, (i) the Depositary Bank shall distribute the Pubco ADSs to the ADS Recipients in accordance with Section 2.1 and Section
2.2 and the Deposit Agreement; and (ii) Pubco shall distribute Pubco Class A Ordinary Shares to the Sponsor pursuant to Section
2.2(a).
(d) The Pubco ADSs (other than the Pubco
ADSs representing those Pubco Class A Ordinary Shares that are Restricted Securities as defined in the Deposit Agreement) shall be accepted
into the Depository Trust Company, and each of the ADS Recipients that holds Pubco ADSs shall be entitled to receive a book-entry authorization
representing the number of Pubco ADSs that such holder has the right to receive pursuant to this Agreement and the terms of
the Pubco Warrant in accordance with the applicable warrant instrument.
(e) The Depositary Bank will hold the
Pubco Class A Ordinary Shares from time to time in accordance with the terms of the Deposit Agreement, and holders of Pubco ADSs will
have the rights with respect to the Pubco Class A Ordinary Shares underlying the Pubco ADSs they hold that are specified in the Deposit
Agreement.
(f) As soon as possible after any Pubco
Class A Ordinary Shares held by the Sponsor are registered pursuant to an effective registration statement filed with the SEC or are otherwise
not Restricted Securities (as defined in the Deposit Agreement), unless otherwise objected to in writing by the Sponsor, Pubco will cause
such Pubco Class A Ordinary Shares to be deposited with the Depository Bank in exchange for Pubco ADSs to be issued by the Depository
Bank in accordance with the Deposit Agreement.”
(d)
Section 2.1(a) of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“(a) Company Securities.
Each Company Security that is issued and outstanding immediately prior to the First Merger Effective Time, other than the Company Founder
Shares, shall, as of the First Merger Effective Time, be canceled by virtue of the First Merger and converted into the right to receive
such number of Pubco Class A Ordinary Shares equal to the Exchange Ratio in the form of Pubco ADS in accordance with Section 1.3(a)
(which consideration shall hereinafter be referred to as the “Company Class A Share Consideration”). All
of the Company Securities exchanged for the right to receive Pubco Class A Ordinary Shares in the form of Pubco ADS shall no longer be
issued and outstanding and shall automatically be cancelled and shall cease to exist, the register of members of the Company shall be
updated promptly at the First Merger Effective Time to reflect such cancellation, and each holder of a share certificate (if any) of the
Company previously representing any Company Securities so cancelled shall thereafter cease to have any rights with respect to such securities,
except the right to receive the Pubco ADS into which such Company Securities shall have been converted in the First Merger and as otherwise
provided under the Cayman Companies Act.”
(e)
Section 2.2(a) of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“(a) Purchaser Ordinary Share.
At the Second Merger Effective Time, (i) every issued and outstanding Purchaser Ordinary Share (other than those described in Sections
2.2(d), 2.2(e) and 2.9 below) immediately prior to the Second Merger Effective Time shall be canceled by virtue of the Second
Merger in exchange for the right to receive one Pubco ADS, and (ii) every Purchaser Ordinary Share beneficially owned by the Sponsor and
issued and outstanding immediately prior to the Effective Time shall be canceled by virtue of the Second Merger and converted automatically
into the right to receive one Pubco Class A Ordinary Share (such consideration in clauses (i) and (ii) above, collectively, the “Purchaser
Merger Consideration”). All Purchaser Ordinary Shares shall cease to be issued and outstanding and shall automatically be
canceled and shall cease to exist, the register of members of Purchaser shall be updated promptly at the Second Merger Effective Time
to reflect such cancellation, and each holder of a share certificate (if any) of Purchaser previously representing any such Purchaser
Ordinary Shares so cancelled shall thereafter cease to have any rights with respect to such securities, except the right to receive the
Pubco Class A Ordinary Shares or the Pubco ADSs into which such Purchaser Ordinary Shares shall have been converted in the Second Merger
and as otherwise provided under the Cayman Companies Act.”
(f)
Section 2.2(b) of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“(b) Purchaser Warrants.
At the Second Merger Effective Time, each outstanding Purchaser Public Warrant shall be converted into the right to receive one Pubco
Public Warrant, and each outstanding Purchaser Private Warrant shall be converted into the right to receive one Pubco Private Warrant.
At the Second Merger Effective Time, the Purchaser Warrants shall cease to be outstanding and shall automatically be canceled and retired
and shall cease to exist. Each of the Pubco Public Warrants shall have, and be subject to, substantially the same terms and conditions
set forth in the Purchaser Public Warrants, and each of the Pubco Private Warrants shall have, and be subject to, substantially the same
terms and conditions set forth in the Purchaser Private Warrants, except that in each case they shall represent the right to acquire Pubco
Class A Ordinary Shares in the form of Pubco ADSs in lieu of Purchaser Ordinary Shares. At or prior to the Second Merger Effective Time,
Pubco shall (i) take all corporate actions necessary to reserve for future issuance and shall maintain such reservation for so long as
any of the Pubco Warrants remain outstanding, a sufficient number of Pubco Class A Ordinary Shares and Pubco ADSs for delivery upon the
exercise of such Pubco Warrants, and (ii) enter into an assignment, assumption and amendment agreement to the warrant agreement dated
February 15, 2023, by and between Purchaser and Continental Stock Transfer & Trust Company, in form reasonably satisfactory to the
Purchaser. From and after the Closing, upon the exercise of any Pubco Warrant, the holder thereof shall receive a Pubco ADS for each share
of Pubco Class A Ordinary Share which the holder thereof would otherwise have been entitled to receive thereunder, and upon the exercise
of such Pubco Warrant, Pubco will issue and deposit with the Depository Bank an additional Pubco Class A Ordinary Share for each Pubco
ADS so issued by the Depository Bank.”
(g)
Section 2.2(c) of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“(c) Purchaser Rights. At
the Second Merger Effective Time, each issued and outstanding Purchaser Right shall be automatically converted into such number of Pubco
Class A Ordinary Shares in the form of Pubco ADSs equal to the number of Purchaser Ordinary Shares that would have been received by the
holder thereof if such Purchaser Right had been converted upon the consummation of a Business Combination in accordance with the Purchaser
Charter and the IPO Prospectus into Purchaser Ordinary Shares, but for such purposes treating it as if such Business Combination had occurred
immediately prior to the Second Merger Effective Time and the Purchaser Ordinary Shares issued upon conversion of the Purchaser Rights
had then automatically been converted into Pubco Class A Ordinary Shares in the form of Pubco ADSs in accordance with Section 2.2(a)
above. At the Second Merger Effective Time, the Purchaser Rights shall cease to be outstanding and shall automatically be canceled and
retired and shall cease to exist. The holders of certificates previously evidencing Purchaser Rights outstanding immediately prior to
the Second Merger Effective Time shall cease to have any rights with respect to such Purchaser Rights, except as provided herein or by
Law. Each certificate formerly representing Purchaser Rights shall thereafter represent only the right to receive Pubco Class A Ordinary
Shares in the form of Pubco ADSs as set forth herein.”
(h)
Section 2.7 of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“2.7 Fractional Shares. Notwithstanding
anything to the contrary contained herein, no fraction of a Pubco Ordinary Share will be issued by Pubco by virtue of this Agreement or
the transactions contemplated hereby, and each Person who would otherwise be entitled to a fraction of a Pubco Ordinary Share (after aggregating
all fractional Pubco Ordinary Shares that would otherwise be received by such Person) shall instead have the number of Pubco Ordinary
Shares issued to such Person (or in the form of Pubco ADS to the extent applicable) rounded down in the aggregate to the nearest whole
Pubco Ordinary Share.”
(i)
Section 7.5 of the Original Agreement is hereby deleted and replaced with the following:
“7.5 Purchaser Public Filings. During
the Interim Period, Purchaser will (i) keep current and timely file all of its public filings with the SEC and otherwise comply in all
material respects with applicable securities Laws and shall use its best efforts prior to the Closing to maintain the listing of the Purchaser
Ordinary Shares, the Purchaser Rights and the Purchaser Public Warrants on Nasdaq; provided, that the Parties acknowledge and agree that
from and after the Closing, the Parties intend to list on Nasdaq only the Pubco ADSs and the Pubco Warrants, and (ii) cooperate with the
Company to cause the Pubco ADSs and the Pubco Warrants to be issued in connection with the Mergers to be approved for listing as of the
Closing Date on Nasdaq and to do such things as are necessary, proper or advisable which may be requested by Nasdaq in connection with
a listing pursued pursuant to this Section 7.5.”
(j)
Section 9.1(h) of the Original Agreement is hereby deleted and replaced with the following:
“(h) Nasdaq Listing Requirements.
The Pubco ADSs and Pubco Warrants contemplated to be listed pursuant to this Agreement shall have been approved for listing on Nasdaq
and shall be eligible for listing on Nasdaq immediately following the Closing, subject only to official notice of issuance thereof and
any applicable requirement to have a sufficient number of round lot holders.”
(k)
Section 9.2(e)(v) of the Original Agreement is hereby deleted and replaced with the following:
“(v) Founder Lock-up Agreement.
The Company and Pubco shall have received a copy of the Amended Founder Lock-up Agreement duly executed by the Sponsor, and the Amended
Founder Lock-up Agreement shall be in full force and effect in accordance with the terms thereof as of the Closing.”
(l)
Section 9.3(d) of the Original Agreement is hereby deleted and replaced with the following:
“(d) Certain Ancillary Documents.
The Non-Competition Agreement shall be in full force and effect in accordance with the terms thereof from the Closing.”
(m)
Section 9.3 (i) of the Original Agreement is hereby deleted and replaced with the following:
“(i) Lock-Up Agreements.
Purchaser shall have received the Amended Company Founder Lock-Up Agreement from Youtch Investment Co., Ltd., and an Amended Seller Lock-Up
Agreement from (i) each Person (other than Mr. Wang Yunlei) who is an executive officer or director of the Company, and (ii) each Seller.
Purchaser shall have received a copy of the Amended Founder Lock-up Agreement duly executed by Pubco and the Company, and the Amended
Founder Lock-up Agreement shall be in full force and effect in accordance with the terms thereof as of the Closing.”
(n)
Section 12.1 of the Original Agreement is hereby amended by replacing all references of the following address:
| “DLA Piper UK LLP |
| 20th Floor, South Tower, Beijing Kerry Center |
| 1 Guanghua Road |
| Chaoyang District, Beijing, China |
| Attn: |
Yang Ge, Esq. |
| |
James Chang, Esq. |
| Telephone No.: +86 10 8520 0600 |
| Facsimile No.: +86 10 8520 0700 |
| Email: |
yang.ge@dlapiper.com |
| |
james.chang@dlapiper.com” |
with the following address:
| “Wilson Sonsini Goodrich & Rosati, Professional Corporation |
| Unit 2901, 29F, Tower C, Beijing Yintai Centre |
| No. 2 Jianguomenwai Avenue, Chaoyang District, Beijing, China |
| Attn: Dan Ouyang, Esq. |
| K. Ronnie Li, Esq |
| Telephone No.: (86) 10-6529-8300 |
| Email: |
douyang@wsgr.com |
| |
keli@wsgr.com” |
(o)
Section 13.1 of the Original Agreement is hereby amended by adding the definition of “Pubco ADS”
as follows:
““Pubco ADS”
means an American depositary share of Pubco duly and validly issued against the deposit of one (1) underlying Pubco Class A Ordinary Share
deposited with the Depositary Bank in accordance with the Deposit Agreement.””
(p)
Section 13.1 of the Original Agreement is hereby amended by deleting the definition of “Pubco Class A Ordinary
Shares” and replacing it with the following:
““Pubco Class A Ordinary
Shares” means the class A ordinary shares, par value $0.0001 per share, of Pubco under the Amended Pubco Charter. Each holder
of Pubco Class A Ordinary Shares shall be entitled to one (1) vote for each Pubco Class A Ordinary Share held by such holder as of the
applicable record date. Pubco Class A Ordinary Shares are not convertible into Pubco Class B Ordinary Shares under any circumstances.
Each Pubco Class A Ordinary Share (including Pubco Class B Ordinary Shares that are converted into Pubco Class A Ordinary Shares) may
be deposited with the Depository Bank in exchange for a Pubco ADS to be issued by the Depository Bank in accordance with the Deposit Agreement.””
(q)
Section 13.1 of the Original Agreement is hereby amended by deleting the definition of “Pubco Class B Ordinary
Shares” and replacing it with the following:
““Pubco Class B Ordinary
Shares” means the class B ordinary shares, par value $0.0001 per share, of Pubco under the Amended Pubco Charter. Each holder
of Pubco Class B Ordinary Shares shall be entitled to twenty (20) votes for each Pubco Class B Ordinary Share held by such holder as of
the applicable record date. Each Pubco Class B Ordinary Share is convertible into one (1) Pubco Class A Ordinary Share at any time by
the holder thereof .””
(r)
Section 13.1 of the Original Agreement is hereby amended by deleting the definition of “Pubco Private Warrant”
and replacing it with the following:
““Pubco Private Warrant”
means one whole warrant that was included as part of each Purchaser Public Unit entitling the holder thereof to purchase one (1) Pubco
Class A Ordinary Share in the form of one (1) Pubco ADS at a price of $11.50 per share.””
(s)
Section 13.1 of the Original Agreement is hereby amended by deleting the definition of “Pubco Public Warrant”
and replacing it with the following:
““Pubco Public Warrant”
means one whole warrant that was included as part of each Purchaser Private Unit entitling the holder thereof to purchase one (1) Pubco
Class A Ordinary Share in the form of one (1) Pubco ADS at a price of $11.50 per share.””
(t)
Section 13.1 of the Original Agreement is hereby amended by deleting the definition of “Pubco Securities”
and replacing it with the following:
““Pubco Securities”
means the Pubco Ordinary Shares, the Pubco Warrants and the Pubco ADSs, collectively.””
(u)
Section 13.1 of the Original Agreement is hereby amended by deleting the definition of “Trading Day”
in its entirety.
2.
Miscellaneous. Except as expressly provided in this First Amendment, all of the terms and
provisions in the Original Agreement and the Ancillary Documents are and shall remain unchanged and in full force and effect, on the terms
and subject to the conditions set forth therein. This First Amendment does not constitute, directly or by implication, an amendment or
waiver of any provision of the Original Agreement or any Ancillary Document, or any other right, remedy, power or privilege of any party,
except as expressly set forth herein. Any reference to the Business Combination Agreement in the Business Combination Agreement or any
other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Original
Agreement, as amended by this First Amendment (or as the Business Combination Agreement may be further amended or modified after the date
hereof in accordance with the terms thereof). The Original Agreement, as amended by this First Amendment, and the documents or instruments
attached hereto or thereto or referenced herein or therein, constitutes the entire agreement between the parties with respect to the subject
matter of the Business Combination Agreement, and supersedes all prior agreements and understandings, both oral and written, between the
parties with respect to its subject matter. If any provision of the Original Agreement is materially different from or inconsistent with
any provision of this First Amendment, the provision of this First Amendment shall control, and the provision of the Original Agreement
shall, to the extent of such difference or inconsistency, be disregarded. Sections 12.1 through 12.10, and 12.12 through 12.15 of the
Original Agreement are hereby incorporated herein by reference as if fully set forth herein, and such provisions apply to this First Amendment
as if all references to the “Agreement” contained therein were instead references to this First Amendment.
[Remainder of Page Intentionally Left Blank;
Signature Pages Follow]
IN WITNESS WHEREOF, each party
hereto has caused this First Amendment to be signed and delivered by its respective duly authorized officer as of the date first written
above.
| |
|
Purchaser: |
| |
|
|
| |
|
DISTOKEN ACQUISITION CORPORATION |
| |
|
|
| |
|
By: /s/ Jian Zhang |
| |
|
Name: Jian Zhang
Title: CEO |
| |
|
|
| |
|
Sponsor: |
| |
|
|
| |
|
XIAOSEN SPONSOR LLC |
| |
|
|
| |
|
By: /s/ Jian Zhang |
| |
|
Name: Jian Zhang
Title: Manager |
IN WITNESS WHEREOF, each party
hereto has caused this First Amendment to be signed and delivered as of the date first written above.
| |
|
Pubco: |
| |
|
|
| |
|
YOULIFE GROUP INC. |
| |
|
|
| |
|
By: /s/ WANG Yunlei |
| |
|
Name: WANG Yunlei |
| |
|
Title: Director |
| |
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|
| |
|
First Merger Sub: |
| |
|
|
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|
YOULIFE I LIMITED |
| |
|
|
| |
|
By: /s/ WANG Yunlei |
| |
|
Name: WANG Yunlei |
| |
|
Title: Director |
| |
|
Second Merger Sub: |
| |
|
|
| |
|
YOULIFE II LIMITED |
| |
|
|
| |
|
By: /s/ WANG Yunlei |
| |
|
Name: WANG Yunlei |
| |
|
Title: Director |
| |
|
|
| |
|
The Company: |
| |
|
YOULIFE INTERNATIONAL HOLDINGS INC. |
| |
|
|
| |
|
By: /s/ WANG Yunlei |
| |
|
Name: WANG Yunlei |
| |
|
Title: Director |
Exhibit A-1
Form of Amended Company Founder Lock-Up Agreement
See attachment.
Exhibit A-2
Form of Amended Seller Lock-Up Agreement
See attachment.
Exhibit A-3
Form of Amended Founder Lock-Up Agreement
See attachment.
Exhibit 10.1
FORM OF
AMENDED FOUNDER LOCK-UP AGREEMENT
THIS AMENDED AND RESTATED
LOCK-UP AGREEMENT (this “Agreement”) is being executed and delivered as of [●], by Xiaosen Sponsor LLC,
a Cayman Islands limited liability company (the “Holder”) in favor of and for the benefit of Youlife Group Inc.,
a Cayman Islands exempted company (“Pubco”), Distoken Acquisition Corporation, a Cayman Islands exempted company
(together with its successors, including the Surviving Entity (as defined in the Business Combination Agreement), the “Purchaser”),
Youlife International Holdings Inc., a Cayman Islands exempted company (the “Company”), and each of Pubco’s,
Purchaser’s and/or the Company’s present and future Affiliates, successors and direct and indirect Subsidiaries (including
the Company) (collectively with Pubco, Purchaser and the Company, the “Covered Parties”). Any capitalized term
used, but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined
below).
WHEREAS, on May 17,
2024, (i) Purchaser, (ii) Holder, (iii) Pubco, (iv) Youlife I Limited, a Cayman Islands exempted company and a wholly-owned subsidiary
of Pubco (“First Merger Sub”), (v) Youlife II Limited, a Cayman Islands exempted company and a wholly-owned
subsidiary of Pubco (“Second Merger Sub”), and (vi) the Company entered into that certain Business Combination
Agreement (as amended from time to time in accordance with the terms thereof, including by the First BCA Amendment (as defined below),
the “Business Combination Agreement”), pursuant to which, subject to the terms and conditions thereof, among
other matters, (a) First Merger Sub will merge with and into the Company (the “First Merger”), with the Company
surviving the First Merger as a wholly-owned subsidiary of Pubco and the outstanding shares of the Company being converted into the right
to receive shares of Pubco, and (b) one business day following, and as part of the same overall transaction as the First Merger, Second
Merger Sub will merge with and into Purchaser (the “Second Merger”), with Purchaser surviving the Second Merger
as a wholly-owned subsidiary of Pubco and with the holders of Purchaser’s securities receiving securities of Pubco, all upon the
terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the provisions of applicable
law;
WHEREAS, on November
[13], 2024, Purchaser, the Sponsor, Pubco, First Merger Sub, Second Merger Sub and the Company entered into the first amendment to the
Business Combination Agreement (the “First BCA Amendment”) to, among others (i) adopt an American depository
share facility, (ii) revise the scope and terms of the lock-up provisions, and (iii) clarify certain matters related to the dual-class
share structure of Pubco following the Closing;
WHEREAS, Holder is
the holder of Founder Shares;
WHEREAS, Holder is
a party to that certain Lock-Up Agreement, dated as May 17, 2024 (the “Original Agreement”), by and among Holder,
Pubco, Purchaser and the Company. Each of Holder, Pubco, Purchaser and the Company intends for this Agreement to amend and restate such
Original Agreement in its entirety;
WHEREAS, Holder is
also a party to that certain Insider Letter (as defined in the Business Combination Agreement), and this Agreement is intended to replace
the transfer restrictions on the Founder Shares set forth in Section 6 of the Insider Letter for periods from and after the Closing; 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 the share consideration to be issued to Holder with respect to the Founder Shares held
by Holder (all such Pubco Securities, together with any securities paid as dividends or distributions with respect to such Pubco Securities
or into which such Pubco Securities are exchanged or converted (including, for the avoidance of doubt, Pubco ADSs issued by the Depository
Bank in exchange for Pubco Class A Ordinary Share that are deposited with the Depository Bank in accordance with the Deposit Agreement),
and irrespective of their actual date of issuance, the “Restricted Securities”) shall become subject to limitations
on disposition as set forth herein.
NOW, THEREFORE, in
consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to
be legally bound hereby, the parties hereby agree as follows:
1.
Lock-Up Provisions.
(a)
Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Second Merger
Effective Time and ending on the earlier of (i) one-year after the completion of the Closing or (ii) subsequent to the Closing, with respect
to 50% of the Restricted Securities, if the last reported sale price of the Pubco ADSs equals or exceeds $12.50 per share (as adjusted
for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period commencing at least 150 days after the Closing: (A) lend, offer, pledge (except as provided herein
below), hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of or agree
to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call
equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
any Restricted Securities, (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of the Restricted Securities, or (C) publicly disclose the intention to do any of the foregoing, whether any
such transaction described in clauses (A), (B) or (C) above is to be settled by delivery of Restricted Securities or other securities,
in cash or otherwise (any of the foregoing described in clauses (A), (B) or (C), a “Prohibited Transfer”); provided,
that at any time subsequent to the Closing Date, the Lock-Up Period shall end on the date on which Pubco completes a liquidation, merger,
capital stock exchange, reorganization, bankruptcy or other similar transaction that results in all of the outstanding Pubco Class A Ordinary
Shares (including those underlying the Pubco ADSs) being converted into cash, securities or other property.
(b)
The foregoing Section 1(a) shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (i)
by gift, will or intestate succession, virtue of laws of descent and distribution upon the death of Holder, (ii) to any Permitted Transferee
(defined below), (iii) pursuant to a qualified domestic relations order, divorce settlement, divorce decree, settlement agreement, or
other court order related to the distribution of assets in connection with the dissolution of marriage or civil union, (iv) to Pubco to
satisfy tax withholding obligations pursuant to Pubco’s equity incentive plans or arrangements, (v) to Pubco pursuant to any contractual
arrangement in effect at the Closing that provides for the repurchase by Pubco or forfeiture of the Restricted Securities, (vi) which
was acquired in open market transactions after the Closing, or (vii) in connection with any legal, regulatory or other order; provided,
however, that in any of cases (i), (ii) or (iii) it shall be a condition to such transfer that the transferee executes and delivers
to Pubco an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this
Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement.
(c)
As used in this Agreement, the term “Permitted Transferee” shall mean: (i) the members of Holder’s
immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural
person, any of the following: such person’s spouse, domestic partner, the siblings of such person and his or her spouse, and the
direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses and siblings),
(ii) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (iii) if Holder is a trust, to the trustor
or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if Holder is an entity, as a distribution to limited
partners, shareholders, members of, or owners of similar equity interests in Holder by virtue of the laws of the jurisdiction of the Holder’s
organization and the Holder’s organizational documents upon the liquidation and dissolution of Holder or (v) to any affiliate (as
defined in Rule 405 under the Securities Act of 1933, as amended) of Holder. Holder further agrees to execute such agreements as may be
reasonably requested by Pubco that are consistent with the foregoing or that are necessary to give further effect thereto. Notwithstanding
the foregoing, a Holder may pledge its Restricted Securities to a third party during the Lock-Up Period, provided, that the party
to whom the Restricted Securities are pledged acknowledges and agrees in writing that the Restricted Securities are subject to this Agreement
and that such third party shall not be entitled to enforce its rights and remedies with respect to the Restricted Securities, including,
without limitation, the right to vote, sell or take ownership of such Restricted Securities, until after the Lock-Up Period.
(d)
If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer
shall be null and void ab initio, and Pubco shall refuse to recognize any such purported transferee of the Restricted Securities as one
of its equity holders for any purpose. In order to enforce this Section 1, Pubco may impose stop-transfer instructions with respect
to the Restricted Securities of Holder (and Permitted Transferees and assigns thereof) until the end of the Lock-Up Period.
(e)
During the Lock-Up Period, each certificate evidencing any Restricted Securities shall be stamped or otherwise imprinted with a
legend in substantially the following form, in addition to any other applicable legends:
“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN AMENDED AND RESTATED LOCK-UP AGREEMENT, DATED AS OF [●], BY
AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A
COPY OF SUCH AMENDED AND RESTATED LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
(f)
For the avoidance of any doubt, Holder shall retain all of its rights as a shareholder of Pubco with respect to the Restricted
Securities during the Lock-Up Period, including the right to vote any Restricted Securities, but subject to the obligations under the
Business Combination Agreement.
2.
Miscellaneous.
(a)
Termination of Business Combination Agreement. This Agreement shall be binding upon Holder upon Holder’s execution
and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary
contained herein, in the event that the Business Combination Agreement is terminated in accordance with its terms prior to the Closing,
this Agreement shall automatically terminate and become null and void, and the parties shall not have any rights or obligations hereunder.
(b)
Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit
of the parties hereto and their respective permitted successors and assigns. This Agreement and all obligations of Holder and Purchaser
are personal to Holder and Purchaser, as applicable, and may not be transferred or delegated by Holder or Purchaser at any time. Pubco
may freely assign any or all of its rights under this Agreement, in whole or in part, to any successor entity (whether by merger, consolidation,
equity sale, asset sale or otherwise) without obtaining the consent or approval of Holder.
(c)
Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection
with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person
or entity that is not a party hereto or thereto or a successor or permitted assign of such a party.
(d)
Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement
shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles
thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court
located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto
hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this
Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in
any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt
or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper,
or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that
a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other
action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery
of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d)
shall affect the right of any party to serve legal process in any other manner permitted by applicable law.
(e)
WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (II) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION 2(e).
(f)
Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in
construing or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include
the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without
limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words
“without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words
of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section
or other subdivision of this Agreement; and (iv) the term “or” means “and/or”. The parties have participated jointly
in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises,
this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring
or disfavoring any party by virtue of the authorship of any provision of this Agreement.
(g)
Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have
been duly given when delivered (i) in person, (ii) by electronic means (including email), with affirmative confirmation of receipt, (iii)
one (1) Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business
Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable
party at the following addresses (or at such other address for a party as shall be specified by like notice):
|
If to Pubco, or to Purchaser after the Closing,
to:
c/o Youlife International Holdings Inc.
Unit C431, Changjiang Software Park
180 South Changjiang Road
Baoshan District, Shanghai, China
Attn: Gou Xiaolin
Telephone No.: +86 13822262173
E-mail: gouxiaolin@youlanw.com
|
with a copy (which will not constitute notice)
to:
Wilson Sonsini Goodrich & Rosati, Professional
Corporation
Unit 2901, 29F, Tower C, Beijing Yintai Centre
No. 2 Jianguomenwai Avenue, Chaoyang District, Beijing, China
Attn: Dan Ouyang, Esq.; K. Ronnie Li, Esq
Telephone No.: (86) 10-6529-8300
Email: douyang@wsgr.com; keli@wsgr.com
|
|
If to the Company, to:
Youlife International Holdings Inc.
Unit C431, Changjiang Software Park
180 South Changjiang Road
Baoshan District, Shanghai, China
Attn: Gou Xiaolin
Telephone No.: +86 13822262173
E-mail: gouxiaolin@youlanw.com
|
With a copy to (which shall not constitute notice):
Wilson Sonsini Goodrich & Rosati, Professional
Corporation
Unit 2901, 29F, Tower C, Beijing Yintai Centre
No. 2 Jianguomenwai Avenue, Chaoyang District, Beijing, China
Attn: Dan Ouyang, Esq.; K. Ronnie Li, Esq
Telephone No.: (86) 10-6529-8300
Email: douyang@wsgr.com; keli@wsgr.com
|
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If to Purchaser at or prior to the Closing, to:
Distoken Acquisition Corporation
Unit 1006, Block C, Jinshangjun Park
No. 2 Xiaoba Road, Panlong District
Kunming, Yunnan, China
Attn: Zhang Jian, Chief Executive Officer
Telephone No.: +86 871 63624579
E-mail: zhangjian@distoken.net
|
With a copy to (which shall not constitute notice):
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105, U.S.A.
Attn: Richard I. Anslow, Esq.
Facsimile No.: (212) 370-7889
Telephone No.: (212) 370-1300
E-mail: ranslow@egsllp.com
|
|
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:
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105, U.S.A.
Attn: Richard I. Anslow, Esq.
Facsimile No.: (212) 370-7889
Telephone No.: (212) 370-1300
E-mail: ranslow@egsllp.com
|
(h)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be
waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of Pubco,
the Company, the Purchaser and Holder. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof.
No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be
or construed as a further or continuing waiver of any such term, condition, or provision.
(i)
Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction,
such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal
and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or
impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon
such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties will substitute for
any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and
enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.
(j)
Specific Performance. Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that
in the event of a breach of this Agreement by Holder, money damages will be inadequate and Pubco will have no adequate remedy at law,
and agrees that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by Holder
in accordance with their specific terms or were otherwise breached. Accordingly, each of Pubco, the Company and Purchaser shall be entitled
to an injunction or restraining order to prevent breaches of this Agreement by Holder and to enforce specifically the terms and provisions
hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition
to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity.
(k)
Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with respect
to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties
is expressly canceled; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties
under the Business Combination Agreement or any Ancillary Document. This Agreement amends and restates and supersedes the Original Agreement
in its entirety, and upon the effectiveness of this Agreement, the Original Agreement shall no longer have any force or effect. The parties
further acknowledge and agree that (i) this Agreement supersedes the provisions of Section 6 of the Insider Letter with respect to the
Restricted Securities as it relates to periods from and after the Closing, and the provisions of Section 6 of the Insider Letter will
not apply to the Restricted Securities from and after the Closing, and (ii) the Pubco Securities to be issued in exchange for the Private
Units (as defined in the Insider Letter) or Working Capital Units (as defined in the Insider Letter), including the Private Shares (as
defined in the Insider Letter), Private Warrants (as defined in the Insider Letter) and any other Purchaser securities underlying the
Private Units or Working Capital Units, and any securities paid as dividends or distributions with respect to such Pubco Securities or
into which such Pubco Securities are exchanged or converted (including, for the avoidance of doubt, Pubco ADSs issued by the Depository
Bank in exchange for Pubco Class A Ordinary Share that are deposited with the Depository Bank in accordance with the Deposit Agreement),
will not be Restricted Securities under this Agreement and instead will be subject to the restrictions on transfer set forth in Section
6 of the Insider Letter. Subject to the foregoing, nothing in this Agreement shall limit any of the rights or remedies of Pubco, the Company
and Purchaser or any of the obligations of Holder under any other agreement between Holder and Pubco, the Company or Purchaser or any
certificate or instrument executed by Holder in favor of Pubco, the Company or Purchaser, and nothing in any other agreement, certificate
or instrument shall limit any of the rights or remedies of Pubco, the Company or Purchaser or any of the obligations of Holder under this
Agreement.
(l)
Further Assurances. From time to time, at another party’s request and without further consideration (but at the requesting
party’s reasonable cost and expense), each party shall execute and deliver such additional documents and take all such further action
as may be reasonably necessary to consummate the transactions contemplated by this Agreement.
(m)
Counterparts; Electronic Delivery. This Agreement may also be executed and delivered by email in portable document format
in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
{Remainder of Page Intentionally Left Blank;
Signature Pages Follow}
IN WITNESS WHEREOF, the parties have executed
this Amended and Restated Lock-Up Agreement as of the date first written above.
| Pubco: |
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YOULIFE GROUP INC. |
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By: |
| Name: |
| Title: |
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Company: |
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YOULIFE INTERNATIONAL HOLDINGS INC. |
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By: |
| Name: |
| Title: |
{Additional Signatures on the Following Pages}
IN WITNESS WHEREOF, the parties have executed
this Amended and Restated Lock-Up Agreement as of the date first written above.
| Purchaser: |
| |
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DISTOKEN ACQUISITION CORPORATION |
| |
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By: |
| Name: |
| Title: |
| |
{Additional Signatures on the Following Pages}
IN WITNESS WHEREOF, the parties have executed
this Amended and Restated Lock-Up Agreement as of the date first written above.
| Holder: |
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| |
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| XIAOSEN SPONSOR LLC |
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| |
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| By: |
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Name:
Title: |
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| |
|
| Address for Notice: |
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| |
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| Address: |
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Exhibit 10.2
FORM OF
AMENDED COMPANY FOUNDER LOCK-UP AGREEMENT
THIS AMENDED AND RESTATED
LOCK-UP AGREEMENT (this “Agreement”) is being executed and delivered as of [●], by the undersigned security
holder of the Company (as defined below) (the “Holder”) in favor of and for the benefit of Youlife Group Inc.,
a Cayman Islands exempted company (“Pubco”), Distoken Acquisition Corporation, a Cayman Islands exempted company
(together with its successors, including the Surviving Entity (as defined in the Business Combination Agreement), the “Purchaser”),
Youlife International Holdings Inc., a Cayman Islands exempted company (the “Company”), and each of Pubco’s,
Purchaser’s and/or the Company’s present and future Affiliates, successors and direct and indirect Subsidiaries (including
the Company) (collectively with Pubco, Purchaser and the Company, the “Covered Parties”). Any capitalized term
used, but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined
below).
WHEREAS, on May 17,
2024, (i) Purchaser, (ii) Xiaosen Sponsor LLC, a Cayman Islands limited liability company, (iii) Pubco, (iv) Youlife I Limited, a Cayman
Islands exempted company and a wholly-owned subsidiary of Pubco (“First Merger Sub”), (v) Youlife II Limited,
a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Second Merger Sub”), and (vi) the
Company entered into that certain Business Combination Agreement (as amended from time to time in accordance with the terms thereof, including
by the First BCA Amendment (as defined below), the “Business Combination Agreement”), pursuant to which, subject
to the terms and conditions thereof, among other matters, (a) First Merger Sub will merge with and into the Company (the “First
Merger”), with the Company surviving the First Merger as a wholly-owned subsidiary of Pubco and the outstanding shares of
the Company being converted into the right to receive shares of Pubco, and (b) one business day following, and as part of the same overall
transaction as the First Merger, Second Merger Sub will merge with and into Purchaser (the “Second Merger”),
with Purchaser surviving the Second Merger as a wholly-owned subsidiary of Pubco and with the holders of Purchaser’s securities
receiving securities of Pubco, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in
accordance with the provisions of applicable law;
WHEREAS, on November
[13], 2024, Purchaser, the Sponsor, Pubco, First Merger Sub, Second Merger Sub and the Company entered into the first amendment to the
Business Combination Agreement (the “First BCA Amendment”) to, among others (i) adopt an American depository
share facility, (ii) revise the scope and terms of the lock-up provisions, and (iii) clarify certain matters related to the dual-class
share structure of Pubco following the Closing;
WHEREAS, Holder is
a party to that certain Lock-Up Agreement, dated as May 17, 2024 (the “Original Agreement”), by and among Holder,
Pubco, Purchaser and the Company. Each of Holder, Pubco, Purchaser and the Company intends for this Agreement to amend and restate such
Original Agreement in its entirety;
WHEREAS, at the closing
of the transactions contemplated by the Business Combination Agreement (the “Closing”), the Holder will become
a holder of a certain number of Pubco Class B Ordinary Shares;
WHEREAS, the Holder
is (i) is an executive officer or director of the Company or (ii) owns such number of Company Securities as set forth in its signature
page to this Agreement; 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 Pubco Securities, together
with any securities paid as dividends or distributions with respect to such Pubco Securities or into which such Pubco Securities are exchanged
or converted (including, for the avoidance of doubt, Pubco Class A Ordinary Shares issuable upon the conversion from Pubco Class B Ordinary
Shares, Pubco ADSs issued by the Depository Bank in exchange for Pubco Class A Ordinary Share that are deposited with the Depository Bank
in accordance with the Deposit Agreement, and Pubco Class B Ordinary Shares), and irrespective of their actual date of issuance, the “Restricted
Securities”) shall become subject to limitations on disposition as set forth herein.
NOW, THEREFORE, in
consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to
be legally bound hereby, the parties hereby agree as follows:
1.
Lock-Up Provisions.
(a)
Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the First Merger
Effective Time and ending on the earlier of (i) one-year after the completion of the Closing or (ii) subsequent to the Closing, with respect
to 50% of the Restricted Securities, if the last reported sale price of the Pubco ADSs equals or exceeds $12.50 per share (as adjusted
for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period commencing at least 150 days after the Closing: (A) lend, offer, pledge (except as provided herein
below), hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of or agree
to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call
equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
any Restricted Securities, (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of the Restricted Securities, or (C) publicly disclose the intention to do any of the foregoing, whether any
such transaction described in clauses (A), (B) or (C) above is to be settled by delivery of Restricted Securities or other securities,
in cash or otherwise (any of the foregoing described in clauses (A), (B) or (C), a “Prohibited Transfer”); provided,
that at any time subsequent to the Closing Date, the Lock-Up Period shall end on the date on which Pubco completes a liquidation, merger,
capital stock exchange, reorganization, bankruptcy or other similar transaction that results in all of the outstanding Pubco Class A Ordinary
Shares (including those underlying the Pubco ADSs) being converted into cash, securities or other property.
(b)
The foregoing Section 1(a) shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (i)
by gift, will or intestate succession, virtue of laws of descent and distribution upon the death of Holder, (ii) to any Permitted Transferee
(defined below), (iii) pursuant to a qualified domestic relations order, divorce settlement, divorce decree, settlement agreement, or
other court order related to the distribution of assets in connection with the dissolution of marriage or civil union, (iv) to Pubco to
satisfy tax withholding obligations pursuant to Pubco’s equity incentive plans or arrangements, (v) to Pubco pursuant to any contractual
arrangement in effect at the Closing that provides for the repurchase by Pubco or forfeiture of the Restricted Securities, (vi) which
was acquired in open market transactions after the Closing, or (vii) in connection with any legal, regulatory or other order; provided,
however, that in any of cases (i), (ii) or (iii) it shall be a condition to such transfer that the transferee executes and delivers
to Pubco an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this
Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement.
(c)
As used in this Agreement, the term “Permitted Transferee” shall mean: (i) the members of Holder’s
immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural
person, any of the following: such person’s spouse, domestic partner, the siblings of such person and his or her spouse, and the
direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses and siblings),
(ii) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (iii) if Holder is a trust, to the trustor
or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if Holder is an entity, as a distribution to limited
partners, shareholders, members of, or owners of similar equity interests in Holder by virtue of the laws of the jurisdiction of the Holder’s
organization and the Holder’s organizational documents upon the liquidation and dissolution of Holder or (v) to any affiliate (as
defined in Rule 405 under the Securities Act of 1933, as amended) of Holder. Holder further agrees to execute such agreements as may be
reasonably requested by Pubco that are consistent with the foregoing or that are necessary to give further effect thereto. Notwithstanding
the foregoing, a Holder may pledge its Restricted Securities to a third party during the Lock-Up Period, provided, that the party
to whom the Restricted Securities are pledged acknowledges and agrees in writing that the Restricted Securities are subject to this Agreement
and that such third party shall not be entitled to enforce its rights and remedies with respect to the Restricted Securities, including,
without limitation, the right to vote, sell or take ownership of such Restricted Securities, until after the Lock-Up Period.
(d)
If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer
shall be null and void ab initio, and Pubco shall refuse to recognize any such purported transferee of the Restricted Securities as one
of its equity holders for any purpose. In order to enforce this Section 1, Pubco may impose stop-transfer instructions with respect
to the Restricted Securities of Holder (and Permitted Transferees and assigns thereof) until the end of the Lock-Up Period.
(e)
During the Lock-Up Period, each certificate evidencing any Restricted Securities shall be stamped or otherwise imprinted with a
legend in substantially the following form, in addition to any other applicable legends:
“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN AMENDED AND RESTATED LOCK-UP AGREEMENT DATED AS OF [●], BY AND
AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY
OF SUCH AMENDED AND RESTATED LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
(f)
For the avoidance of any doubt, Holder shall retain all of its rights as a shareholder of Pubco with respect to the Restricted
Securities during the Lock-Up Period, including the right to vote any Restricted Securities, but subject to the obligations under the
Business Combination Agreement.
2.
Miscellaneous.
(a)
Termination of Business Combination Agreement. This Agreement shall be binding upon Holder upon Holder’s execution
and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary
contained herein, in the event that the Business Combination Agreement is terminated in accordance with its terms prior to the Closing,
this Agreement shall automatically terminate and become null and void, and the parties shall not have any rights or obligations hereunder.
(b)
Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit
of the parties hereto and their respective permitted successors and assigns. This Agreement and all obligations of Holder and Purchaser
are personal to Holder and Purchaser, as applicable, and may not be transferred or delegated by Holder or Purchaser at any time. Pubco
may freely assign any or all of its rights under this Agreement, in whole or in part, to any successor entity (whether by merger, consolidation,
equity sale, asset sale or otherwise) without obtaining the consent or approval of Holder.
(c)
Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection
with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person
or entity that is not a party hereto or thereto or a successor or permitted assign of such a party.
(d)
Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement
shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles
thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court
located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto
hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this
Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in
any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt
or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper,
or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that
a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other
action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery
of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d)
shall affect the right of any party to serve legal process in any other manner permitted by applicable law.
(e)
WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (II) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION 2(e).
(f)
Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in
construing or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include
the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without
limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words
“without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words
of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section
or other subdivision of this Agreement; and (iv) the term “or” means “and/or”. The parties have participated jointly
in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises,
this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring
or disfavoring any party by virtue of the authorship of any provision of this Agreement.
(g)
Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have
been duly given when delivered (i) in person, (ii) by electronic means (including email), with affirmative confirmation of receipt, (iii)
one (1) Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business
Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable
party at the following addresses (or at such other address for a party as shall be specified by like notice):
|
If to Pubco, or to Purchaser after the Closing,
to:
c/o Youlife International Holdings Inc.
Unit C431, Changjiang Software Park
180 South Changjiang Road
Baoshan District, Shanghai, China
Attn: Gou Xiaolin
Telephone No.: +86 13822262173
E-mail: gouxiaolin@youlanw.com
|
with a copy (which will not constitute notice)
to:
Wilson Sonsini Goodrich & Rosati, Professional
Corporation
Unit 2901, 29F, Tower C, Beijing Yintai Centre
No. 2 Jianguomenwai Avenue, Chaoyang District, Beijing, China
Attn: Dan Ouyang, Esq.; K. Ronnie Li, Esq
Telephone No.: (86) 10-6529-8300
Email: douyang@wsgr.com; keli@wsgr.com
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If to the Company, to:
Youlife International Holdings Inc.
Unit C431, Changjiang Software Park
180 South Changjiang Road
Baoshan District, Shanghai, China
Attn: Gou Xiaolin
Telephone No.: +86 13822262173
E-mail: gouxiaolin@youlanw.com
|
With a copy to (which shall not constitute notice):
Wilson Sonsini Goodrich & Rosati, Professional
Corporation
Unit 2901, 29F, Tower C, Beijing Yintai Centre
No. 2 Jianguomenwai Avenue, Chaoyang District, Beijing, China
Attn: Dan Ouyang, Esq.; K. Ronnie Li, Esq
Telephone No.: (86) 10-6529-8300
Email: douyang@wsgr.com; keli@wsgr.com
|
|
If to Purchaser at or prior to the Closing, to:
Distoken Acquisition Corporation
Unit 1006, Block C, Jinshangjun Park
No. 2 Xiaoba Road, Panlong District
Kunming, Yunnan, China
Attn: Zhang Jian, Chief Executive Officer
Telephone No.: +86 871 63624579
E-mail: zhangjian@distoken.net
|
With a copy to (which shall not constitute notice):
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105, U.S.A.
Attn: Richard I. Anslow, Esq.
Facsimile No.: (212) 370-7889
Telephone No.: (212) 370-1300
E-mail: ranslow@egsllp.com
|
|
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:
Wilson Sonsini Goodrich & Rosati, Professional
Corporation
Unit 2901, 29F, Tower C, Beijing Yintai Centre
No. 2 Jianguomenwai Avenue, Chaoyang District, Beijing, China
Attn: Dan Ouyang, Esq.; K. Ronnie Li, Esq
Telephone No.: (86) 10-6529-8300
Email: douyang@wsgr.com; keli@wsgr.com
|
(h)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be
waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of Pubco,
the Company, the Purchaser and Holder. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof.
No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be
or construed as a further or continuing waiver of any such term, condition, or provision.
(i)
Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction,
such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal
and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or
impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon
such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties will substitute for
any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and
enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.
(j)
Specific Performance. Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that
in the event of a breach of this Agreement by Holder, money damages will be inadequate and Pubco will have no adequate remedy at law,
and agrees that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by Holder
in accordance with their specific terms or were otherwise breached. Accordingly, each of Pubco, the Company and Purchaser shall be entitled
to an injunction or restraining order to prevent breaches of this Agreement by Holder and to enforce specifically the terms and provisions
hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition
to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity.
(k)
Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with respect
to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties
is expressly canceled; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties
under the Business Combination Agreement or any Ancillary Document. This Agreement amends and restates and supersedes the Original Agreement
in its entirety, and upon the effectiveness of this Agreement, the Original Agreement shall no longer have any force or effect. Notwithstanding
the foregoing, nothing in this Agreement shall limit any of the rights or remedies of Pubco, the Company and Purchaser or any of the obligations
of Holder under any other agreement between Holder and Pubco, the Company or Purchaser or any certificate or instrument executed by Holder
in favor of Pubco, the Company or Purchaser, and nothing in any other agreement, certificate or instrument shall limit any of the rights
or remedies of Pubco, the Company or Purchaser or any of the obligations of Holder under this Agreement.
(l)
Further Assurances. From time to time, at another party’s request and without further consideration (but at the requesting
party’s reasonable cost and expense), each party shall execute and deliver such additional documents and take all such further action
as may be reasonably necessary to consummate the transactions contemplated by this Agreement.
(m)
Counterparts; Electronic Delivery. This Agreement may also be executed and delivered by email in portable document format
in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
{Remainder of Page Intentionally Left Blank;
Signature Pages Follow}
IN WITNESS WHEREOF, the parties have executed
this Amended and Restated Lock-Up Agreement as of the date first written above.
| Pubco: |
|
YOULIFE GROUP INC. |
|
By: |
| Name: |
| Title: |
| |
|
Company: |
|
YOULIFE INTERNATIONAL HOLDINGS INC. |
|
By: |
| Name: |
| Title: |
{Additional Signatures on the Following Pages}
IN WITNESS WHEREOF, the parties have executed
this Amended and Restated Lock-Up Agreement as of the date first written above.
| Purchaser: |
| |
|
DISTOKEN ACQUISITION CORPORATION |
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By: |
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{Additional Signatures on the Following Pages}
IN WITNESS WHEREOF, the parties have executed
this Amended and Restated Lock-Up Agreement as of the date first written above.
| Holder: |
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| Youtch Investment Co., Ltd. |
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| By: |
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Name:
Title: |
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| Address for Notice: |
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| Address: |
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Number and Type of Company Securities held
by Holder:
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Exhibit 10.3
FORM OF
[AMENDED] SELLER LOCK-UP AGREEMENT
THIS [AMENDED AND RESTATED]
LOCK-UP AGREEMENT (this “Agreement”) is being executed and delivered as of [●], by the undersigned security
holder of the Company (as defined below) (the “Holder”) in favor of and for the benefit of Youlife Group Inc.,
a Cayman Islands exempted company (“Pubco”), Distoken Acquisition Corporation, a Cayman Islands exempted company
(together with its successors, including the Surviving Entity (as defined in the Business Combination Agreement), the “Purchaser”),
Youlife International Holdings Inc., a Cayman Islands exempted company (the “Company”), and each of Pubco’s,
Purchaser’s and/or the Company’s present and future Affiliates, successors and direct and indirect Subsidiaries (including
the Company) (collectively with Pubco, Purchaser and the Company, the “Covered Parties”). Any capitalized term
used, but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined
below).
WHEREAS, on May 17,
2024, (i) Purchaser, (ii) Xiaosen Sponsor LLC, a Cayman Islands limited liability company, (iii) Pubco, (iv) Youlife I Limited, a Cayman
Islands exempted company and a wholly-owned subsidiary of Pubco (“First Merger Sub”), (v) Youlife II Limited,
a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Second Merger Sub”), and (vi) the
Company entered into that certain Business Combination Agreement (as amended from time to time in accordance with the terms thereof, including
by the First BCA Amendment (as defined below), the “Business Combination Agreement”), pursuant to which, subject
to the terms and conditions thereof, among other matters, (a) First Merger Sub will merge with and into the Company (the “First
Merger”), with the Company surviving the First Merger as a wholly-owned subsidiary of Pubco and the outstanding shares of
the Company being converted into the right to receive shares of Pubco, and (b) one business day following, and as part of the same overall
transaction as the First Merger, Second Merger Sub will merge with and into Purchaser (the “Second Merger”),
with Purchaser surviving the Second Merger as a wholly-owned subsidiary of Pubco and with the holders of Purchaser’s securities
receiving securities of Pubco, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in
accordance with the provisions of applicable law;
WHEREAS, on November
[13], 2024, Purchaser, the Sponsor, Pubco, First Merger Sub, Second Merger Sub and the Company entered into the first amendment to the
Business Combination Agreement (the “First BCA Amendment”) to, among others (i) adopt an American depository
share facility, (ii) revise the scope and terms of the lock-up provisions, and (iii) clarify certain matters related to the dual-class
share structure of Pubco following the Closing;
[WHEREAS, Holder is
a party to that certain Lock-Up Agreement, dated as May 17, 2024 (the “Original Agreement”), by and among Holder,
Pubco, Purchaser and the Company. Each of Holder, Pubco, Purchaser and the Company intends for this Agreement to amend and restate such
Original Agreement in its entirety;][1]
WHEREAS, at the closing
of the transactions contemplated by the Business Combination Agreement (the “Closing”), the Holder will become
a holder of a certain number of Pubco Class A Ordinary Shares in the form of Pubco ADSs;
WHEREAS, the Holder
is (i) is an executive officer or director of the Company or (ii) owns such number of Company Securities as set forth in its signature
page to this Agreement; 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 Pubco Securities, together
with any securities paid as dividends or distributions with respect to such Pubco Securities or into which such Pubco Securities are exchanged
or converted (including, for the avoidance of doubt, Pubco ADSs issued by the Depository Bank in exchange for Pubco Class A Ordinary Share
that are deposited with the Depository Bank in accordance with the Deposit Agreement), and irrespective of their actual date of issuance,
the “Restricted Securities”) shall become subject to limitations on disposition as set forth herein.
1
Only applicable to those Holders that signed the lock-up letter on May 17, 2024.
NOW, THEREFORE, in
consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to
be legally bound hereby, the parties hereby agree as follows:
1.
Lock-Up Provisions.
(a)
Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the First Merger
Effective Time and ending on the earlier of (i) 180 calendar days after the completion of the Closing or (ii) subsequent to the Closing,
with respect to 50% of the Restricted Securities, if the last reported sale price of the Pubco ADSs equals or exceeds $12.50 per share
(as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any
20 trading days within any 30-trading day period commencing at least 90 days after the Closing: (A) lend, offer, pledge (except as provided
herein below), hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of or agree
to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call
equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
any Restricted Securities, (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of the Restricted Securities, or (C) publicly disclose the intention to do any of the foregoing, whether any
such transaction described in clauses (A), (B) or (C) above is to be settled by delivery of Restricted Securities or other securities,
in cash or otherwise (any of the foregoing described in clauses (A), (B) or (C), a “Prohibited Transfer”); provided,
that at any time subsequent to the Closing Date, the Lock-Up Period shall end on the date on which Pubco completes a liquidation, merger,
capital stock exchange, reorganization, bankruptcy or other similar transaction that results in all of the outstanding Pubco Class A Ordinary
Shares (including those underlying the Pubco ADSs) being converted into cash, securities or other property.
(b)
The foregoing Section 1(a) shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (i)
by gift, will or intestate succession, virtue of laws of descent and distribution upon the death of Holder, (ii) to any Permitted Transferee
(defined below), (iii) pursuant to a qualified domestic relations order, divorce settlement, divorce decree, settlement agreement, or
other court order related to the distribution of assets in connection with the dissolution of marriage or civil union, (iv) to Pubco to
satisfy tax withholding obligations pursuant to Pubco’s equity incentive plans or arrangements, (v) to Pubco pursuant to any contractual
arrangement in effect at the Closing that provides for the repurchase by Pubco or forfeiture of the Restricted Securities, (vi) which
was acquired in open market transactions after the Closing, or (vii) in connection with any legal, regulatory or other order; provided,
however, that in any of cases (i), (ii) or (iii) it shall be a condition to such transfer that the transferee executes and delivers
to Pubco an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this
Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement.
(c)
As used in this Agreement, the term “Permitted Transferee” shall mean: (i) the members of Holder’s
immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural
person, any of the following: such person’s spouse, domestic partner, the siblings of such person and his or her spouse, and the
direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses and siblings),
(ii) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (iii) if Holder is a trust, to the trustor
or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if Holder is an entity, as a distribution to limited
partners, shareholders, members of, or owners of similar equity interests in Holder by virtue of the laws of the jurisdiction of the Holder’s
organization and the Holder’s organizational documents upon the liquidation and dissolution of Holder or (v) to any affiliate (as
defined in Rule 405 under the Securities Act of 1933, as amended) of Holder. Holder further agrees to execute such agreements as may be
reasonably requested by Pubco that are consistent with the foregoing or that are necessary to give further effect thereto. Notwithstanding
the foregoing, a Holder may pledge its Restricted Securities to a third party during the Lock-Up Period, provided, that the party
to whom the Restricted Securities are pledged acknowledges and agrees in writing that the Restricted Securities are subject to this Agreement
and that such third party shall not be entitled to enforce its rights and remedies with respect to the Restricted Securities, including,
without limitation, the right to vote, sell or take ownership of such Restricted Securities, until after the Lock-Up Period.
(d)
If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer
shall be null and void ab initio, and Pubco shall refuse to recognize any such purported transferee of the Restricted Securities as one
of its equity holders for any purpose. In order to enforce this Section 1, Pubco may impose stop-transfer instructions with respect
to the Restricted Securities of Holder (and Permitted Transferees and assigns thereof) until the end of the Lock-Up Period.
(e)
During the Lock-Up Period, each certificate evidencing any Restricted Securities shall be stamped or otherwise imprinted with a
legend in substantially the following form, in addition to any other applicable legends:
“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN [A][AN AMENDED AND RESTATED] LOCK-UP AGREEMENT, DATED AS OF [●],
BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED.
A COPY OF SUCH [AMENDED AND RESTATED] LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN
REQUEST.”
(f)
For the avoidance of any doubt, Holder shall retain all of its rights as a shareholder of Pubco with respect to the Restricted
Securities during the Lock-Up Period, including the right to vote any Restricted Securities, but subject to the obligations under the
Business Combination Agreement.
2.
Miscellaneous.
(a)
Termination of Business Combination Agreement. This Agreement shall be binding upon Holder upon Holder’s execution
and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary
contained herein, in the event that the Business Combination Agreement is terminated in accordance with its terms prior to the Closing,
this Agreement shall automatically terminate and become null and void, and the parties shall not have any rights or obligations hereunder.
(b)
Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit
of the parties hereto and their respective permitted successors and assigns. This Agreement and all obligations of Holder and Purchaser
are personal to Holder and Purchaser, as applicable, and may not be transferred or delegated by Holder or Purchaser at any time. Pubco
may freely assign any or all of its rights under this Agreement, in whole or in part, to any successor entity (whether by merger, consolidation,
equity sale, asset sale or otherwise) without obtaining the consent or approval of Holder.
(c)
Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection
with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person
or entity that is not a party hereto or thereto or a successor or permitted assign of such a party.
(d)
Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement
shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles
thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court
located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto
hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this
Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in
any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt
or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper,
or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that
a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other
action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery
of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d)
shall affect the right of any party to serve legal process in any other manner permitted by applicable law.
(e)
WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (II) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION 2(e).
(f)
Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in
construing or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include
the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without
limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words
“without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words
of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section
or other subdivision of this Agreement; and (iv) the term “or” means “and/or”. The parties have participated jointly
in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises,
this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring
or disfavoring any party by virtue of the authorship of any provision of this Agreement.
(g)
Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have
been duly given when delivered (i) in person, (ii) by electronic means (including email), with affirmative confirmation of receipt, (iii)
one (1) Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business
Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable
party at the following addresses (or at such other address for a party as shall be specified by like notice):
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If to Pubco, or to Purchaser after the Closing,
to:
c/o Youlife International Holdings Inc.
Unit C431, Changjiang Software Park
180 South Changjiang Road
Baoshan District, Shanghai, China
Attn: Gou Xiaolin
Telephone No.: +86 13822262173
E-mail: gouxiaolin@youlanw.com
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with a copy (which will not constitute notice)
to:
Wilson Sonsini Goodrich & Rosati, Professional
Corporation
Unit 2901, 29F, Tower C, Beijing Yintai Centre
No. 2 Jianguomenwai Avenue, Chaoyang District, Beijing, China
Attn: Dan Ouyang, Esq.; K. Ronnie Li, Esq
Telephone No.: (86) 10-6529-8300
Email: douyang@wsgr.com; keli@wsgr.com |
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If to the Company, to:
Youlife International Holdings Inc.
Unit C431, Changjiang Software Park
180 South Changjiang Road
Baoshan District, Shanghai, China
Attn: Gou Xiaolin
Telephone No.: +86 13822262173
E-mail: gouxiaolin@youlanw.com
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With a copy to (which shall not constitute notice):
Wilson Sonsini Goodrich & Rosati, Professional
Corporation
Unit 2901, 29F, Tower C, Beijing Yintai Centre
No. 2 Jianguomenwai Avenue, Chaoyang District, Beijing, China
Attn: Dan Ouyang, Esq.; K. Ronnie Li, Esq
Telephone No.: (86) 10-6529-8300
Email: douyang@wsgr.com; keli@wsgr.com
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If to Purchaser at or prior to the Closing, to:
Distoken Acquisition Corporation
Unit 1006, Block C, Jinshangjun Park
No. 2 Xiaoba Road, Panlong District
Kunming, Yunnan, China
Attn: Zhang Jian, Chief Executive Officer
Telephone No.: +86 871 63624579
E-mail: zhangjian@distoken.net
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With a copy to (which shall not constitute notice):
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105, U.S.A.
Attn: Richard I. Anslow, Esq.
Facsimile No.: (212) 370-7889
Telephone No.: (212) 370-1300
E-mail: ranslow@egsllp.com
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If to Holder, to:
the address set forth below Holder’s name on
the signature page to this Agreement
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with a copy (which will not constitute notice)
to:
Wilson Sonsini Goodrich & Rosati, Professional
Corporation
Unit 2901, 29F, Tower C, Beijing Yintai Centre
No. 2 Jianguomenwai Avenue, Chaoyang District, Beijing, China
Attn: Dan Ouyang, Esq.; K. Ronnie Li, Esq
Telephone No.: (86) 10-6529-8300
Email: douyang@wsgr.com; keli@wsgr.com
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(h)
Amendments and Waivers. This Agreement may be amended or modified only with the written consent of Pubco, the Company, the
Purchaser and Holder. The observance of any term of this Agreement may be waived (either generally or in a particular instance, and either
retroactively or prospectively) only in a writing signed by the party against whom enforcement of such waiver is sought. 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. Without limiting anything to the contrary contained in this Agreement, without prior notice to
or consent of Holder, Pubco, the Company and Purchaser may terminate this Agreement prior to the Closing in a writing signed by Pubco,
the Company and Purchaser, and release Holder from all of its obligations hereunder.
(i)
Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction,
such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal
and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or
impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon
such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties will substitute for
any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and
enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.
(j)
Specific Performance. Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that
in the event of a breach of this Agreement by Holder, money damages will be inadequate and Pubco will have no adequate remedy at law,
and agrees that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by Holder
in accordance with their specific terms or were otherwise breached. Accordingly, each of Pubco, the Company and Purchaser shall be entitled
to an injunction or restraining order to prevent breaches of this Agreement by Holder and to enforce specifically the terms and provisions
hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition
to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity.
(k)
Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with respect
to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties
is expressly canceled; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties
under the Business Combination Agreement or any Ancillary Document. [This Agreement amends and restates and supersedes the Original Agreement
in its entirety, and upon the effectiveness of this Agreement, the Original Agreement shall no longer have any force or effect.] Notwithstanding
the foregoing, nothing in this Agreement shall limit any of the rights or remedies of Pubco, the Company and Purchaser or any of the obligations
of Holder under any other agreement between Holder and Pubco, the Company or Purchaser or any certificate or instrument executed by Holder
in favor of Pubco, the Company or Purchaser, and nothing in any other agreement, certificate or instrument shall limit any of the rights
or remedies of Pubco, the Company or Purchaser or any of the obligations of Holder under this Agreement.
(l)
Further Assurances. From time to time, at another party’s request and without further consideration (but at the requesting
party’s reasonable cost and expense), each party shall execute and deliver such additional documents and take all such further action
as may be reasonably necessary to consummate the transactions contemplated by this Agreement.
(m)
Counterparts; Electronic Delivery. This Agreement may also be executed and delivered by email in portable document format
in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
{Remainder of Page Intentionally Left Blank;
Signature Pages Follow}
IN WITNESS WHEREOF, the parties have executed
this [Amended and Restated] Lock-Up Agreement as of the date first written above.
| Pubco: |
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YOULIFE GROUP INC. |
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By: |
| Name: |
| Title: |
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Company: |
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YOULIFE INTERNATIONAL HOLDINGS INC. |
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By: |
| Name: |
| Title: |
{Additional Signatures on the Following Pages}
IN WITNESS WHEREOF, the parties have executed
this [Amended and Restated] Lock-Up Agreement as of the date first written above.
| Purchaser: |
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DISTOKEN ACQUISITION CORPORATION |
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By: |
| Name: |
| Title: |
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{Additional Signatures on the Following Pages}
IN WITNESS WHEREOF, the parties have executed
this [Amended and Restated] Lock-Up Agreement as of the date first written above.
| Holder: |
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| [HOLDER] |
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| By: |
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Name:
Title: |
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| Address for Notice: |
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| Address: |
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[Number and Type of Company Securities held
by Holder:
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