UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d)
of
The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 21, 2023
FINNOVATE
ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-41012 |
|
N/A |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
The
White House,
20
Genesis Close, George Town
Grand
Cayman, Cayman Islands |
|
KY1
1208 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
+1
424-253-0908
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one Class A ordinary share and three-quarters of one redeemable warrant |
|
FNVTU |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| Class
A ordinary shares, par value $0.0001 per share |
|
FNVT |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| Redeemable
warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
FNVTW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry Into A Material Definitive Agreement.
BUSINESS
COMBINATION AGREEMENT
This
section describes the material provisions of the Business Combination Agreement (as defined below) but does not purport to describe all
of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Business Combination
Agreement, a copy of which is attached hereto as Exhibit 2.1. Unless otherwise defined herein, the capitalized terms used below are defined
in the Business Combination Agreement.
General
Description of the Business Combination Agreement
On
August 21, 2023, Finnovate Acquisition Corp., an exempted company incorporated with limited liability in the Cayman Islands (“Finnovate”
or the “Purchaser”), entered into a Business Combination Agreement (the “Business Combination Agreement”)
with Scage Future, an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”),
Hero 1, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (the “First
Merger Sub”), Hero 2, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned
subsidiary of Pubco (the “Second Merger Sub”), and Scage International Limited, an exempted company incorporated
with limited liability in the Cayman Islands (the “Company”).
Pursuant
to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated
by the Business Combination Agreement (the “Closing”), (a) the First Merger Sub will merge with and into the
Company (the “First Merger”), with the Company surviving the First Merger as a wholly-owned subsidiary of Pubco
and the outstanding securities of the Company being converted into the right to receive securities of Pubco; and (b) immediately following
the First Merger, the Second Merger Sub will merge with and into Finnovate (the “Second Merger”, and together
with the First Merger, the “Mergers”), with Finnovate surviving the Second Merger as a wholly-owned subsidiary
of Pubco and the outstanding securities of Finnovate being converted into the right to receive securities of Pubco (the Mergers together
with the other transactions contemplated by the Business Combination Agreement and other ancillary documents, the “Transactions”
or the “Business Combination”).
Consideration
Under
the Business Combination Agreement, the Aggregate Merger Consideration Amount to be paid to the shareholders of the Company is $1,000,000,000,
subject to adjustment for net debt, and will be paid entirely in newly issued ordinary shares of Pubco, with each share valued at the
Per Share Price.
On
the Closing Date and immediately prior to the First Merger Effective Time, each Company Preferred Share that is issued and outstanding
immediately prior to the First Merger Effective Time shall be canceled in exchange for the right to receive a number of Company Ordinary
Shares at the then effective conversion rate (the “Conversion”). As a result of the Mergers, (a) each of the
ordinary shares of the Company that are issued and outstanding immediately prior to the First Merger Effective Time and after the Conversion
shall be cancelled and converted into the right to receive 100% of such number of ordinary shares of Pubco equal to the Exchange Ratio;
(b) each of the convertible securities of the Company, to the extent then outstanding and unexercised immediately prior to the First
Merger Effective Time, shall automatically be assumed by Pubco and converted into a convertible security of Pubco; (c) each ordinary
share of Finnovate that is issued and outstanding immediately prior to the Effective Time shall be cancelled and converted automatically
into the right to receive one Pubco ordinary share; and (d) each outstanding Purchaser Public Warrant and Purchaser Private Warrant shall
be converted into one Pubco Public Warrant and one Pubco Private Warrant, respectively.
For
the purposes of the Business Combination Agreement, the following terms shall have the meanings set forth below:
“Aggregate
Merger Consideration Amount” means (a) One Billion U.S. Dollars ($1,000,000,000) minus (b) if Closing Net Debt is
a positive number, the amount of Closing Net Debt, plus (c) if Closing Net Debt is a negative number, the absolute value of the
amount of Closing Net Debt.
“Closing
Net Debt” means, as of the Reference Time, (i) the aggregate Indebtedness of the Target Companies, less (ii) the Closing
Company Cash, in each case of clauses (i) and (ii), on a consolidated basis and as determined in accordance with the Accounting Principles.
“Exchange
Ratio” means (i) the Company Merger Shares as of the First Merger Effective Time divided by (ii) the aggregate number of,
without duplication, Company Ordinary Shares that are (i) issued and outstanding, and (ii) issuable directly or indirectly upon, or subject
to, the conversion, exercise or settlement of any Company Preferred Shares and Company Convertible Securities.
“Company
Merger Shares” means a number of Pubco ordinary shares equal to the quotient determined by dividing (a) the Aggregate Merger
Consideration Amount by (b) the Per Share Price.
“Per
Share Price” means the Redemption Price, which shall be no less than the par value of ordinary shares of the Purchaser.
“Redemption
Price” means an amount equal to the price at which each Purchaser ordinary share is redeemed or converted pursuant to the
Redemption (as equitably adjusted for share sub-divisions, share dividends, consolidations, capitalizations, re-designations and the
like after the Closing).
Scage
Reorganization
Prior
to the execution and delivery of the Business Combination Agreement, Scage International Limited and Nanjing Scage Auto Tech Co., Ltd.
(南京司凯奇汽车科技有限公司), a company incorporated in
the PRC as a company with limited liability (“Nanjing Scage”), have entered into certain agreements (together
with all agreements, deeds, instruments or other documents as may be necessary or appropriate, the “Reorganization Documents”)
to implement and effect the reorganization, including the contribution by Nanjing Scage of the assets specified in the Reorganization
Documents to Scage International Limited pursuant to the terms and conditions of the Reorganization Documents (the “Reorganization”).
It is expected that the Reorganization will be competed prior to September 30, 2023.
Representations
and Warranties
The
Business Combination Agreement contains a number of representations and warranties made by the parties as of the date of such agreement
or other specific dates solely for the benefit of certain of the parties to the Business Combination Agreement, which in certain cases
are subject to specified exceptions and materiality, Material Adverse Effect (as defined below), knowledge and other qualifications contained
in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination
Agreement. “Material Adverse Effect” as used in the Business Combination Agreement means with respect to any
specified person or entity, any fact, event, occurrence, change or effect that has had or would reasonably be expected to have, individually
or in the aggregate, a material adverse effect on the business, assets, liabilities, results of operations or condition (financial or
otherwise) of such person and its subsidiaries, taken as a whole, or the ability of such person or any of its subsidiaries on a timely
basis to consummate the transactions contemplated by the Business Combination Agreement or the Ancillary Documents to which it is a party
or bound or to perform its obligations hereunder or thereunder, in each case subject to certain customary exceptions. The representations
and warranties made by the parties are customary for transactions similar to the Transactions.
In
the Business Combination Agreement, the Company made certain customary representations and warranties to Finnovate, including among others,
related to the following: (1) corporate matters, including due organization, existence and good standing; (2) authority and binding effect
relative to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) capitalization; (4) subsidiaries;
(5) governmental approvals; (6) non-contravention; (7) financial statements; (8) absence of certain changes; (9) compliance with laws;
(10) Company permits; (11) litigation; (12) material contracts; (13) intellectual property; (14) taxes and returns; (15) real property;
(16) personal property; (17) title to and sufficiency of assets; (18) employee matters; (19) benefit plans; (20) environmental matters;
(21) transactions with related persons; (22) insurance; (23) books and records; (24) top customer and suppliers; (25) certain business
practices; (26) Investment Company Act; (27) finders and brokers; (28) disclosure; (29) information supplied; (30) independent investigation;
and (31) exclusivity of representations and warranties. The Company also made certain representations and warranties to Finnovate with
respect to the Reorganization.
In
the Business Combination Agreement, Finnovate made certain customary representations and warranties to the Company and Pubco, including
among others, related to the following: (1) corporate matters, including due organization, existence and good standing; (2) authority
and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) governmental
approvals; (4) non-contravention; (5) capitalization; (6) the Securities and Exchange Commission (the “SEC”)
filings, Finnovate financials, and internal controls; (7) absence of certain changes; (8) compliance with laws; (9) actions, orders and
permits; (10) taxes and returns; (11) employees and employee benefit plans; (12) properties; (13) material contracts; (14) transactions
with affiliates; (15) Investment Company Act and the JOBS Act; (16) finders and brokers; (17) certain business practices; (18) insurance;
(19) information supplied; (20) independent investigation; (21) the trust account; (22) registration and listing; and (23) termination
of prior business combination agreements.
In
the Business Combination Agreement, Pubco, the First Merger Sub and the Second Merger Sub made customary representations and warranties
to Finnovate, including among others, related to the following: (1) organization and good standing; (2) authority and binding effect
relative to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) governmental approvals; (4)
non-contravention; (5) capitalization; (6) activities of Pubco, the First Merger Sub and the Second Merger Sub; (7) finders and brokers;
(8) Investment Company Act; (9) information supplied; (10) independent investigation; and (11) exclusivity of representations and warranties.
None
of the representations and warranties of the parties shall survive the Closing.
Covenants
of the Parties
Each
party agreed in the Business Combination Agreement to use its commercially reasonable efforts to effect the Closing. The Business Combination
Agreement contains certain customary covenants by each of the parties during the period between the signing of the Business Combination
Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, including
covenants regarding: (1) the provision of access to their properties, books and personnel; (2) the operation of their respective businesses
in the ordinary course of business; (3) provision of financial statements of Target Companies; (4) Finnovate’s public filings;
(5) “no shop” obligations; (6) no insider trading; (7) notifications of certain breaches, consent requirements or other matters;
(8) efforts to consummate the Closing and obtain third party and regulatory approvals and efforts to cause Pubco to maintain its status
as a “foreign private issuer” under the U.S. Securities Exchange Act of 1934 Rule 3b-4; (9) further assurances; (10) public
announcements; (11) confidentiality; (12) indemnification of directors and officers and tail insurance; (13) use of trust proceeds after
the Closing; (14) efforts to support a private placement or backstop arrangements, if sought; (15) intended tax treatment of the Mergers
and (16) use of trust account proceeds. The Company agreed to use commercially reasonable efforts to consummate the Reorganization by
September 30, 2023. The Company agreed to deliver the audited financial statements of the Company for the fiscal years ended June 30,
2022 and June 30, 2023 to Finnovate by September 30, 2023. The Company agreed to cause its subsidiaries to use commercially reasonable
efforts to ensure the sustainability of the collaboration with its cooperative manufacturers for its new energy road vehicles and off-road
vehicles manufacturing and enter into definitive contracts with its cooperative manufacturers as soon as practicable. Pubco shall be
responsible for paying the SPAC Transaction Expenses in an amount up to $9,000,000, subject to certain exclusions, if the Closing Date
occurs prior to February 29, 2024. The Company also agreed to cause all of the Company shareholders to each enter into a Lock-Up Agreement.
In
addition, the parties agreed to take all necessary actions to cause Pubco’s board of directors immediately after the Closing to
consist of seven directors, including: (i) two persons who are designated by Finnovate prior to the Closing as independent directors;
and (ii) five persons who are designated by the Company prior to the Closing.
The
Business Combination Agreement and the consummation of the Transaction require the approval of both Finnovate’s shareholders and
the Company Shareholders. Finnovate and Pubco also agreed to jointly prepare, and Pubco shall file with the SEC, a registration statement
on Form F-4 (as amended, the “Registration Statement”) in connection with the registration under the Securities
Act of 1933, as amended (the “Securities Act”) of the issuance of securities of Pubco to the holders of the
ordinary shares and warrants of Finnovate and the Company and containing a proxy statement/prospectus for the purpose of soliciting proxies
from the shareholders of Finnovate for the matters relating to the Transactions to be acted on at the special meeting of the shareholders
of Finnovate and providing such shareholders an opportunity to participate in the redemption of their public shares of Finnovate upon
the Closing (the “Redemption”). The Company agreed to call a meeting of its shareholders or cause a written
resolution to be passed, as promptly as practicable after the Registration Statement has become effective, in order to obtain the approval
of Company Shareholders for the approval of the Business Combination Agreement and the Transactions, and the Company agreed to use its
commercially reasonable efforts to solicit from the Company Shareholders proxies prior to such special meeting or written resolution,
and to take all other actions necessary or advisable to secure the approval of the Company Shareholders.
Conditions
to Closing
The
obligations of the parties to consummate the Transactions are subject to various conditions, including the following mutual conditions
of the parties unless waived: (1) the approval of the Business Combination Agreement and the Transactions and related matters by the
requisite vote of Finnovate’s and the Company’s shareholders; (2) obtaining material regulatory approvals; (3) receipt of
specified third party consents from any bank that has granted a valid credit facility to the Company or any notifications to be made
to any such bank; (4) no law or order preventing or prohibiting the Transactions; (5) Finnovate or Pubco shall have consolidated net
tangible assets of at least $5,000,001 (as calculated and determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) either
immediately prior to the Closing (after giving effect to the Redemption) or upon the Closing after giving effect to the Mergers (including
the Redemption), or Pubco otherwise is exempt from the provisions of Rule 419 promulgated under the Exchange Act (i.e. one of several
exclusions from the “penny stock” rules of the SEC applies and Finnovate relies on another exclusion); (6) amendment by the
shareholders of Pubco of Pubco’s memorandum and articles of association; (7) the effectiveness of the Registration Statement; (8)
appointment of the post-closing directors of Pubco; and (9) Nasdaq listing requirements having been fulfilled.
In
addition, unless waived by the Company, the obligations of the Company, Pubco, the First Merger Sub and the Second Merger Sub to consummate
the Transactions are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other
closing deliveries: (1) the representations and warranties of Finnovate being true and correct on and as of the Closing (subject to Material
Adverse Effect); (2) Finnovate having performed in all material respects its obligations and complied in all material respects with its
covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior the date
of the Closing; (3) absence of any Material Adverse Effect with respect to Finnovate since the date of the Business Combination Agreement
which is continuing and uncured; (4) the cash proceeds from the PIPE Investment shall be not less than an aggregate of $15,000,000; (5)
receipt by the Company and Pubco of the Amended and Restated Registration Rights Agreement; (6) each of the Sellers shall have received
from Pubco a registration rights agreement covering the merger consideration shares received by the Sellers duly executed by Pubco; and
(7) receipt by the Company and Pubco of employment agreements between certain management persons from the Company and the Company or
Finnovate, in each case effective as of Closing.
Unless
waived by Finnovate, the obligations of Finnovate to consummate the Transactions are subject to the satisfaction of the following Closing
conditions, in addition to customary certificates and other closing deliveries: (1) the representations and warranties of the Company,
Pubco, the First Merger Sub, and the Second Merger Sub being true and correct on and as of the Closing (subject to Material Adverse Effect
on the Target Companies, taken as a whole); (2) the Company, Pubco, the First Merger Sub, and the Second Merger Sub having performed
in all material respects the respective obligations and complied in all material respects with their respective covenants and agreements
under the Business Combination Agreement required to be performed or complied with on or prior the date of the Closing; (3) absence of
any Material Adverse Effect with respect to the Target Companies (taken as a whole) since the date of the Business Combination Agreement
which is continuing and uncured; (4) the Non-Competition Agreements, the Employment Agreements, the Amended and Restated Registration
Rights Agreement, each Key Seller Lock-Up Agreement and each Seller Lock-Up Agreement shall be in full force and effect from the Closing;
(5) resignation of the directors and officers of the Company as requested by Finnovate prior to the Closing; (6) the Reorganization having
been consummated by September 30, 2023; and (7) the Company and Nanjing Scage shall have reached a waiver, compromise, conciliation,
settlement or similar resolution of disputes with Shenzhen Deju Brothers Special II Corporate Management Partnership (Limited Partnership)
regarding the Company’s or Nanjing Scage’s equity, and the property preservation measures against Nanjing Scage (the equity
interest held by Nanjing Scage in Scage (Shanghai) Hydrogen Energy Technology Co., Ltd. has been judicially frozen) have been released.
Termination
The
Business Combination Agreement may be terminated at any time prior to the Closing by either Finnovate or the Company if the Closing does
not occur by February 29, 2024, or such other date as may be extended pursuant to the Business Combination Agreement.
The
Business Combination Agreement may also be terminated under certain other customary and limited circumstances at any time prior the Closing,
including, among other reasons: (1) by mutual written consent of Finnovate and the Company; (2) by either Finnovate or the Company if
a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining
or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable; (3) by the Company for
Finnovate’s uncured breach of the Business Combination Agreement, such that the related Closing condition would not be met; (4)
by Finnovate for the uncured breach of the Business Combination Agreement by the Company, Pubco, the First Merger Sub, or the Second
Merger Sub, such that the related Closing condition would not be met; (5) by Finnovate if the Company fails to deliver to Finnovate the
Audited Company Financials by September 30, 2023, or if the Company’s total assets as of June 30, 2023 calculated in accordance
with the Audited Financial Statements is more than five (5%) lower than the total assets as of the same date calculated in accordance
with the Company Financials; (6) by either Finnovate or the Company if Finnovate holds its shareholder meeting to approve the Business
Combination Agreement and the Transactions, and such approval is not obtained; (7) by either Finnovate or the Company if the Company
holds its shareholder meeting to approve the Business Combination Agreement and the Transactions, and such approval is not obtained;
and (8) by Finnovate if the Reorganization has not been completed by September 30, 2023.
If
the Business Combination Agreement is terminated, all further obligations of the parties under the Business Combination Agreement (except
for certain obligations related to confidentiality, effect of termination, fees and expenses, trust fund waiver, miscellaneous and definitions
to the foregoing) will terminate, no party to the Business Combination Agreement will have any further liability to any other party thereto
except for liability for fraud or for willful breach of the Business Combination Agreement prior to termination.
Trust
Account Waiver
The
Company, Pubco, the First Merger Sub and the Second Merger Sub have agreed that they and their affiliates will not have any right, title,
interest or claim of any kind in or to any monies in Finnovate’s trust account held for its public shareholders, and have agreed
not to, and waived any right to, make any claim against the trust account (including any distributions therefrom).
Related
Agreements and Documents
Lock-Up
Agreements
Simultaneously
with the execution of the Business Combination Agreement, Pubco, the Company, Finnovate and certain Key Company Shareholders, as shareholders
holding Company Shares sufficient to constitute the Required Company Shareholder Approval (either as the holder of record or the beneficial
owner within the meaning of Rule 135-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)),
each entered into Lock-Up Agreements (each, a “Key Seller Lock-Up Agreement”). It is a condition to the Closing
that all other Company Stockholders between signing and Closing enter into a lock-up agreement (each, a “Seller Lock-Up Agreement”).
Pursuant
to each Key Seller Lock-Up Agreement, each Key Company Shareholder agreed not to, during the period commencing from the Closing Date
and ending on (A) the 6-month anniversary of the Closing Date with respect to 40% of the restricted securities and (B) the 36-month anniversary
of the Closing Date with respect to the remaining 60% of the restricted securities, (i) lend, offer, pledge, 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 of a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section
16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder, or otherwise transfer or dispose of, directly
or indirectly, any restricted securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of the Lock-up Securities, whether any such transaction is to be settled by delivery of
such restricted securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing, whether any such
transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of restricted securities or other securities,
in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”)
(subject to early release if Pubco consummates a Change of Control).
Pursuant
to each Seller Lock-Up Agreement, the remaining Company Shareholders agreed not to make a Prohibited Transfer during the period commencing
from the Closing Date and ending on the 6-month anniversary of the Closing Date (subject to early release if Pubco consummates a Change
of Control).
Copies
of the forms of Key Seller Lock-Up Agreement and Seller Lock-Up Agreement are filed as Exhibits 10.1 and 10.2, respectively, and are
incorporated herein by reference, and the foregoing descriptions of the forms of Key Seller Lock-Up Agreement and Seller Lock-Up Agreement
are qualified in their entirety by reference thereto.
Shareholder
Support Agreement
Simultaneously
with the execution of the Business Combination Agreement, Finnovate, the Company, and Key Company Shareholders of the Company entered
into a Shareholder Support Agreement (the “Shareholder Support Agreement”), pursuant to which, among other
things, Key Company Shareholders have agreed (a) to support the adoption of the Business Combination Agreement and the approval of the
Transactions, subject to certain customary conditions, and (b) not to transfer any of their subject shares (or enter into any arrangement
with respect thereto), subject to certain customary conditions.
A
copy of the form of Shareholder Support Agreement is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated
herein by reference, and the foregoing description of the form Shareholder Support Agreement is qualified in its entirety by reference
thereto.
Sponsor
Support Agreement
Simultaneously
with the execution of the Business Combination Agreement, Finnovate, the Company, Pubco and Finnovate Sponsor L.P. (the “Sponsor”)
entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed
to vote all of its shares of Finnovate in favor of the Business Combination Agreement and the Transactions. The Sponsor Support Agreement
also prevents transfers of securities of Finnovate held by the Sponsor between the date of the Sponsor Support Agreement and the termination
of the Sponsor Support Agreement.
A
copy of the Sponsor Support Agreement is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference,
and the foregoing description of the form of Sponsor Support Agreement is qualified in its entirety by reference thereto.
Insider
Letter Amendment
Simultaneously
with the execution of the Business Combination Agreement, Finnovate, the Company, the Sponsor, Pubco, Calvin Kung, Wang Chiu Wong, Chunyi
Hao, Tiemei Li, and Sanjay Prasad entered into an amendment (the “Insider Letter Amendment”) to that certain
letter agreement, dated November 8, 2021 (the “Insider Letter”), by and among Finnovate, the Sponsor and the
directors, officers or other initial shareholders of Finnovate named therein, pursuant to which Pubco and the Company are added as Parties
to the Insider Letter.
A
copy of the Insider Letter Amendment is filed as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated herein by reference,
and the foregoing description of the form of Insider Letter Amendment is qualified in its entirety by reference thereto.
Non-Competition
and Non-Solicitation Agreement
Simultaneously
with the execution of the Business Combination Agreement, certain shareholders and officers (each, a “Subject Party”)
of the Company each entered into a non-competition and non-solicitation agreement with Finnovate, Pubco, the Company, and the Sponsor
(collectively, the “Non-Competition and Non-Solicitation Agreement”). Under the Non-Competition and Non-Solicitation
Agreement, the Subject Party agrees not to compete with Pubco, the Sponsor, Finnovate, the Company and their respective affiliates during
the three-year period following the Closing and, during such three-year restricted period, not to solicit employees or customers of such
entities. The Non-Competition and Non-Solicitation Agreement also contains customary confidentiality and non-disparagement provisions.
A
copy of the Non-Competition and Non-Solicitation Agreement is filed as Exhibit 10.6 to this Current Report on Form 8-K and is incorporated
herein by reference, and the foregoing description of the form of Non-Competition and Non-Solicitation Agreement is qualified in its
entirety by reference thereto.
Assignment,
Assumption and Amendment to Warrant Agreement
Prior
to the Closing, Finnovate, Pubco and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”)
will enter the Assignment, Assumption and Amendment to Warrant Agreement (the “Warrant Amendment”) which will
amend that certain Warrant Agreement, dated as of November 8, 2021, relating to the Finnovate warrants (the “Warrant Agreement”),
filed with the SEC on November 8, 2021. Pursuant to the Warrant Amendment: (i) Pubco will assume the obligations of Finnovate under the
Warrant Agreement, such that, among other things, Pubco will be added as a party thereto and (ii) references to Finnovate Class A ordinary
shares in the Warrant Agreement shall mean Pubco ordinary shares.
A
copy of the form of the Warrant Assignment, Assumption and Amendment Agreement is filed as Exhibit 10.7 to this Current Report on Form
8-K and is incorporated herein by reference, and the foregoing description of the form of Warrant Assignment, Assumption and Amendment
Agreement is qualified in its entirety by reference thereto.
The
Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of
the date of such agreement or other specific dates. The assertions embodied in those representations, warranties, covenants and agreements
were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed
to by the parties in connection with negotiating such agreement. The Business Combination Agreement has been filed to provide investors
with information regarding its terms, but it is not intended to provide any other factual information about Finnovate, the Company or
any other party to the Business Combination Agreement. In particular, the representations and warranties, covenants and agreements contained
in the Business Combination Agreement, which were made only for purposes of such agreement and as of specific dates, were solely for
the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties
(including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the
Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable
to the contracting parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should
not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual
state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants
and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information
concerning the subject matter of the representations and warranties and other terms may change after the date of the Business Combination
Agreement, which subsequent information may or may not be fully reflected in Finnovate’s public disclosures.
The
form of Key Seller Lock-Up Agreements, the form of Seller Lock-Up Agreement, the form of Shareholder Support Agreement, the executed
Sponsor Support Agreement, the executed Insider Letter Amendment, the form of Non-Competition and Non-Solicitation Agreement, and the
form of Warrant Assignment, Assumption and Amendment Agreement are filed with this Current Report on Form 8-K as Exhibits 10.1, 10.2,
10.3, 10.4, 10.5, 10.6, and 10.7 respectively, and are incorporated herein by reference, and the foregoing descriptions of the Key Seller
Lock-Up Agreements, the Seller Lock-Up Agreement, the Shareholder Support Agreement, the Sponsor Support Agreement, the Insider Letter
Amendment, the Non-Competition and Non-Solicitation Agreement, and the Warrant Assignment, Assumption and Amendment Agreement are qualified
in their entirety by reference thereto.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 2.1* |
|
Business Combination Agreement, dated as of August 21, 2023, by and among Finnovate Acquisition Corp., Scage Future, Hero 1, Hero 2 and Scage International Limited. |
| 10.1 |
|
Form of Key Seller Lock-Up Agreement, dated as of August 21, 2023, by and among Scage International Limited, Scage Future, Finnovate Acquisition Corp. and the Key Company Shareholders of Scage International Limited. |
| 10.2 |
|
Form of Seller Lock-Up Agreement, by and among Scage International Limited, Scage Future, Finnovate Acquisition Corp., and certain shareholders of Scage International Limited. |
| 10.3* |
|
Form of Shareholder Support Agreement, dated as of August 21, 2023, by and among Finnovate Acquisition Corp., Scage International Limited and the Key Company Shareholders of Scage International Limited. |
| 10.4 |
|
Sponsor Support Agreement, dated as of August 21, 2023, by and among Finnovate Sponsor L.P., Scage International Limited, Scage Future and Finnovate Acquisition Corp. |
| 10.5 |
|
Insider Letter Amendment, dated as of August 21, 2023, by and among Finnovate Acquisition Corp., Finnovate Sponsor L.P., Scage Future, Scage International Limited and the officers and directors of Finnovate Acquisition Corp.. |
| 10.6 |
|
Form of Non-Competition Agreement, dated as of August 21, 2023, by and among Scage Future, Finnovate Acquisition Corp., Scage International Limited, Finnovate Sponsor L.P., and certain shareholders of Scage International Limited. |
| 10.7 |
|
Form of Assignment, Assumption and Amendment to Warrant Agreement to be entered into by and among Finnovate Acquisition Corp., Scage Future and Continental Stock Transfer & Trust Company |
| * |
The
exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees
to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
Forward-Looking
Statements
The
information in this Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified
by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,”
“may,” “will,” “expect,” “continue,” “should,” “would,” “anticipate,”
“believe,” “seek,” “target,” “predict,” “potential,” “seem,”
“future,” “outlook” or other similar expressions that predict or indicate future events or trends or that are
not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking
statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics and projections
of market opportunity and market share; references with respect to the anticipated benefits of the proposed Business Combination and
the projected future financial performance of Finnovate and the Company’s operating companies following the proposed Business Combination;
changes in the market for the Company’s products and services and expansion plans and opportunities; the Company’s ability
to successfully execute its expansion plans and business initiatives; ability for the Company to raise funds to support its business;
the sources and uses of cash of the proposed Business Combination; the anticipated capitalization and enterprise value of the combined
company following the consummation of the proposed Business Combination; the projected technological developments of the Company and
its competitors; ability of the Company to control costs associated with operations; the ability to manufacture efficiently at scale;
anticipated investments in research and development and the effect of these investments and timing related to commercial product launches;
and expectations related to the terms and timing of the proposed Business Combination. These statements are based on various assumptions,
whether or not identified in this press release, and on the current expectations of the Company’s and Finnovate’s management
and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many
actual events and circumstances are beyond the control of the Company and Finnovate. These forward-looking statements are subject to
a number of risks and uncertainties, including the occurrence of any event, change or other circumstances that could give rise to the
termination of the Business Combination Agreement; the risk that the Business Combination disrupts current plans and operations as a
result of the announcement and consummation of the transactions described herein; the inability to recognize the anticipated benefits
of the Business Combination; the ability to obtain or maintain the listing of the Pubco’s securities on The Nasdaq Stock Market,
following the Business Combination, including having the requisite number of shareholders; costs related to the Business Combination;
changes in domestic and foreign business, market, financial, political and legal conditions; risks relating to the uncertainty of certain
projected financial information with respect to the Company; the Company’s ability to successfully and timely develop, manufacture,
sell and expand its technology and products, including implement its growth strategy; the Company’s ability to adequately manage
any supply chain risks, including the purchase of a sufficient supply of critical components incorporated into its product offerings;
risks relating to the Company’s operations and business, including information technology and cybersecurity risks, failure to adequately
forecast supply and demand, loss of key customers and deterioration in relationships between the Company and its employees; the Company’s
ability to successfully collaborate with business partners; demand for the Company’s current and future offerings; risks that orders
that have been placed for the Company’s products are cancelled or modified; risks related to increased competition; risks relating
to potential disruption in the transportation and shipping infrastructure, including trade policies and export controls; risks that the
Company is unable to secure or protect its intellectual property; risks of product liability or regulatory lawsuits relating to the Company
products and services; risks that the post-combination company experiences difficulties managing its growth and expanding operations;
the uncertain effects of the COVID-19 pandemic and certain geopolitical developments; the inability of the parties to successfully or
timely consummate the proposed Business Combination, including the risk that any required shareholder or regulatory approvals are not
obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits
of the proposed Business Combination; the outcome of any legal proceedings that may be instituted against the Company, Finnovate, Pubco
or others following announcement of the proposed Business Combination and transactions contemplated thereby; the ability of the Company
to execute its business model, including market acceptance of its planned products and services and achieving sufficient production volumes
at acceptable quality levels and prices; technological improvements by the Company’s peers and competitors; and those risk factors
discussed in documents of Pubco and Finnovate filed, or to be filed, with the SEC. If any of these risks materialize or our assumptions
prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional
risks that neither Finnovate nor the Company presently know or that Finnovate and the Company currently believe are immaterial that could
also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect
Finnovate’s, Pubco’s and the Company’s expectations, plans or forecasts of future events and views as of the date of
this press release. Finnovate, Pubco and the Company anticipate that subsequent events and developments will cause Finnovate’s,
Pubco’s and the Company’s assessments to change. However, while Finnovate, Pubco and the Company may elect to update these
forward-looking statements at some point in the future, Finnovate, Pubco and the Company specifically disclaim any obligation to do so.
Readers are referred to the most recent reports filed with the SEC by Finnovate. Readers are cautioned not to place undue reliance upon
any forward-looking statements, which speak only as of the date made, and we undertake no obligation to update or revise the forward-looking
statements, whether as a result of new information, future events or otherwise.
Additional
Information
Pubco
intends to file with the SEC a Registration Statement on Form F-4 (as may be amended, the “Registration Statement”),
which will include a preliminary proxy statement of Finnovate and a prospectus in connection with the proposed Business Combination involving
Finnovate, Pubco, Hero 1, Hero 2 and the Company pursuant to the Business Combination Agreement. The definitive proxy statement and other
relevant documents will be mailed to shareholders of Finnovate as of a record date to be established for voting on Finnovate’s
proposed Business Combination with the Company. SHAREHOLDERS OF FINNOVATE AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE,
THE PRELIMINARY PROXY STATEMENT, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT IN CONNECTION WITH FINNOVATE’S SOLICITATION
OF PROXIES FOR THE SPECIAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION BECAUSE THESE DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION ABOUT FINNOVATE, THE COMPANY, PUBCO AND THE BUSINESS COMBINATION. Shareholders will also be able to obtain copies
of the Registration Statement and the proxy statement/prospectus, without charge, once available, on the SEC’s website at www.sec.gov
or by directing a request to Finnovate by contacting its Chief Financial Officer, Wang Chiu (Tommy) Wong, c/o Finnovate Acquisition Corp.,
20 Genesis Close, George Town, The White House, Grand Cayman, KY1 1208, Cayman Islands, at +852 6290-1860 or at tomwg98@gmail.com.
Participants
in The Solicitation
The
Pubco, Finnovate, the Company, and their respective directors and executive officers may be deemed to be participants in the solicitation
of proxies from the shareholders of Finnovate in connection with the Business Combination. Information regarding the officers and directors
of Finnovate is set forth in Finnovate’s information statement on Schedule 14F-1, which was filed with the SEC on May 19, 2023.
Additional information regarding the interests of such potential participants will also be included in the Registration Statement on
Form F-4 (and will be included in the definitive proxy statement/prospectus for the Business Combination) and other relevant documents
to be filed with the SEC.
No
Offer Or Solicitation
This
Current Report on Form 8-K is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer
to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Finnovate
Acquisition Corp. |
| |
|
|
| Date:
August 25, 2023 |
By: |
/s/
Calvin Kung |
| |
Name: |
Calvin
Kung |
| |
Title: |
Chief
Executive Officer |
Exhibit
2.1
EXECUTION
VERSION
BUSINESS
COMBINATION AGREEMENT
by
and among
FINNOVATE
ACQUISITION CORP.,
as
Purchaser,
SCAGE
FUTURE,
as
Pubco,
HERO
1,
as
First Merger Sub,
HERO
2,
as
Second Merger Sub,
and
SCAGE
INTERNATIONAL LIMITED,
as
the Company
Dated
as of August 21, 2023
TABLE
OF CONTENTS
| ARTICLE
I MERGERS |
3 |
| 1.1 |
The
Mergers. |
3 |
| 1.2 |
Effective
Time. |
3 |
| 1.3 |
Effect
of the Merger. |
4 |
| 1.4 |
Organizational
Documents of Surviving Company. |
4 |
| 1.5 |
Directors,
Officers and Registered Agents. |
5 |
| |
|
|
| ARTICLE
II CONVERSION OF SECURITIES; EXCHANGE OF COMPANY SECURITIES |
5 |
| 2.1 |
Conversion
of Company Securities. |
5 |
| 2.2 |
Conversion
of Issued Securities of Purchaser. |
6 |
| 2.3 |
No
Liability |
8 |
| 2.4 |
Taking
of Necessary Action; Further Action. |
8 |
| 2.5 |
Surrender
of Company Securities and Disbursement of Company Share Consideration |
8 |
| 2.6 |
Fractional
Shares. |
9 |
| 2.7 |
Company Closing Statement. |
9 |
| 2.8 |
Dissenter’s Rights. |
9 |
| |
|
|
| ARTICLE
III CLOSING |
10 |
| 3.1 |
Closing. |
10 |
| |
|
|
| ARTICLE
IV REPRESENTATIONS AND WARRANTIES OF PURCHASER |
10 |
| 4.1 |
Organization
and Standing. |
10 |
| 4.2 |
Authorization;
Binding Agreement. |
11 |
| 4.3 |
Governmental
Approvals. |
11 |
| 4.4 |
Non-Contravention. |
11 |
| 4.5 |
Capitalization. |
12 |
| 4.6 |
SEC
Filings; Purchaser Financials; Internal Controls. |
13 |
| 4.7 |
Absence
of Certain Changes. |
15 |
| 4.8 |
Compliance
with Laws. |
15 |
| 4.9 |
Actions;
Orders; Permits. |
15 |
| 4.10 |
Taxes
and Returns. |
15 |
| 4.11 |
Employees
and Employee Benefit Plans. |
16 |
| 4.12 |
Properties. |
16 |
| 4.13 |
Material
Contracts. |
17 |
| 4.14 |
Transactions
with Affiliates. |
17 |
| 4.15 |
Investment
Company Act; JOBS Act. |
17 |
| 4.16 |
Finders
and Brokers. |
17 |
| 4.17 |
Certain
Business Practices. |
18 |
| 4.18 |
Insurance. |
18 |
| 4.19 |
Information
Supplied. |
18 |
| 4.20 |
Independent
Investigation. |
19 |
| 4.21 |
Trust
Account. |
19 |
| 4.22 |
Registration
and Listing. |
20 |
| 4.23 |
Termination
of Prior Merger Agreements. |
20 |
| |
|
|
| ARTICLE
V REPRESENTATIONS AND WARRANTIES OF PUBCO, FIRST MERGER SUB AND SECOND MERGER SUB |
20 |
| 5.1 |
Organization
and Standing. |
20 |
| 5.2 |
Authorization;
Binding Agreement. |
21 |
| 5.3 |
Governmental
Approvals. |
21 |
| 5.4 |
Non-Contravention. |
21 |
| 5.5 |
Capitalization. |
22 |
| 5.6 |
Activities
of Pubco, First Merger Sub and Second Merger Sub Activities. |
22 |
| 5.7 |
Finders
and Brokers. |
22 |
| 5.8 |
Investment
Company Act. |
22 |
| 5.9 |
Information
Supplied. |
22 |
| 5.10 |
Independent
Investigation. |
23 |
| 5.11 |
Exclusivity
of Representations and Warranties. |
23 |
| |
|
|
| ARTICLE
VI REPRESENTATIONS AND WARRANTIES OF THE COMPANY |
24 |
| 6.1 |
Organization
and Standing. |
24 |
| 6.2 |
Authorization;
Binding Agreement. |
24 |
| 6.3 |
Capitalization. |
25 |
| 6.4 |
Subsidiaries.. |
26 |
| 6.5 |
Governmental
Approvals. |
26 |
| 6.6 |
Non-Contravention. |
26 |
| 6.7 |
Financial
Statements. |
27 |
| 6.8 |
Absence
of Certain Changes. |
28 |
| 6.9 |
Compliance
with Laws. |
28 |
| 6.10 |
Company
Permits. |
28 |
| 6.11 |
Litigation. |
29 |
| 6.12 |
Material
Contracts. |
29 |
| 6.13 |
Intellectual
Property. |
31 |
| 6.14 |
Taxes
and Returns. |
33 |
| 6.15 |
Real
Property. |
35 |
| 6.16 |
Personal
Property. |
35 |
| 6.17 |
Title
to and Sufficiency of Assets. |
36 |
| 6.18 |
Employee
Matters. |
36 |
| 6.19 |
Benefit
Plans. |
38 |
| 6.20 |
Environmental
Matters. |
39 |
| 6.21 |
Transactions
with Related Persons. |
40 |
| 6.22 |
Insurance. |
40 |
| 6.23 |
Books
and Records. |
40 |
| 6.24 |
Top
Customers and Suppliers. |
41 |
| 6.25 |
Certain
Business Practices. |
41 |
| 6.26 |
Investment
Company Act. |
42 |
| 6.27 |
Finders
and Brokers. |
42 |
| 6.28 |
Disclosure. |
42 |
| 6.29 |
Information
Supplied. |
42 |
| 6.30 |
Independent Investigation. |
42 |
| 6.31 |
Exclusivity of Representations and Warranties. |
43 |
| |
|
|
| ARTICLE
VII CONVENANTS |
43 |
| 7.1 |
Access
and Information. |
43 |
| 7.2 |
Conduct
of Business of the Company, Pubco, First Merger Sub and Second Merger Sub. |
44 |
| 7.3 |
Conduct
of Business of Purchaser. |
46 |
| 7.4 |
Annual
and Interim Financial Statements. |
49 |
| 7.5 |
Purchaser
Public Filings. |
49 |
| 7.6 |
No
Solicitation. |
49 |
| 7.7 |
No
Trading. |
50 |
| 7.8 |
Notification
of Certain Matters. |
50 |
| 7.9 |
Efforts. |
51 |
| 7.10 |
Further
Assurances. |
52 |
| 7.11 |
The
Registration Statement. |
53 |
| 7.12 |
Company
Shareholder Meeting. |
55 |
| 7.13 |
Public
Announcements. |
55 |
| 7.14 |
Confidential
Information. |
56 |
| 7.15 |
Post-Closing
Board of Directors and Executive Officers |
57 |
| 7.16 |
Indemnification
of Directors and Officers; Tail Insurance. |
57 |
| 7.17 |
Trust
Account Proceeds. |
58 |
| 7.18 |
PIPE
Investment. |
58 |
| 7.19 |
Tax
Matters. |
58 |
| 7.20 |
Reorganization. |
59 |
| 7.21 |
Lock-up
Agreement. |
59 |
| 7.22 |
Operation Sustainability of the Company. |
59 |
| 7.23 |
Delivery of Audited Company Financial Statements. |
59 |
| 7.24 |
Indebtedness. |
59 |
| ARTICLE
VIII CLOSING CONDITIONS |
60 |
| 8.1 |
Conditions
to Each Party’s Obligations. |
60 |
| 8.2 |
Conditions
to Obligations of the Company, Pubco, First Merger Sub and Second Merger |
61 |
| 8.3 |
Conditions
to Obligations of Purchaser. |
62 |
| 8.4 |
Frustration
of Conditions. |
64 |
| |
|
|
| ARTICLE
X TERMINATION AND EXPENSES |
64 |
| 10.1 |
Termination. |
64 |
| 10.2 |
Effect
of Termination. |
66 |
| 10.3 |
Fees
and Expenses. |
66 |
| |
|
|
| ARTICLE
XI WAIVERS AND RELEASES |
67 |
| 11.1 |
Waiver
of Claims Against Trust. |
67 |
| |
|
|
| ARTICLE
XII MISCELLANEOUS |
68 |
| 12.1 |
Notices. |
68 |
| 12.2 |
Binding
Effect; Assignment. |
69 |
| 12.3 |
Third
Parties. |
70 |
| 12.4 |
Nonsurvival
of Representations, Warranties and Covenants.. |
70 |
| 12.5 |
Governing
Law; Jurisdiction. |
70 |
| 12.6 |
WAIVER
OF JURY TRIAL. |
71 |
| 12.7 |
Specific
Performance. |
71 |
| 12.8 |
Severability. |
71 |
| 12.9 |
Amendment. |
71 |
| 12.10 |
Waiver. |
71 |
| 12.11 |
Entire
Agreement. |
72 |
| 12.12 |
Interpretation. |
72 |
| 12.13 |
Counterparts. |
73 |
| 12.14 |
No
Recourse. |
73 |
| 12.15 |
Purchaser
Representative. |
73 |
| 12.16 |
Legal
Representation. |
73 |
| |
|
|
| ARTICLE
XIII DEFINITIONS |
74 |
| 13.1 |
Certain
Definitions. |
74 |
| 13.2 |
Section
References. |
85 |
INDEX
OF ANNEXES AND EXHIBITS
| Exhibit |
|
Description |
| Exhibit
A-1 |
|
Form
of Key Seller Lock-Up Agreement |
| Exhibit
A-2 |
|
Form
of Seller Lock-Up Agreement |
| Exhibit
B-1 |
|
Form
of Shareholder Support Agreement |
| Exhibit
B-2 |
|
Form
of Sponsor Support Agreement |
| Exhibit
C |
|
Form
of Insider Letter Amendment |
| Exhibit
D |
|
Form
of Non-Competition and Non-Solicitation Agreement |
| Exhibit
E |
|
Form
of Assignment, Assumption and Amendment to Warrant Agreement |
BUSINESS
COMBINATION AGREEMENT
This
Business Combination Agreement (this “Agreement”) is made and entered into as of August 21, 2023 by and among:
(i) Finnovate Acquisition Corp, an exempted company incorporated with limited liability in the Cayman Islands (the “Purchaser”),
(ii) Scage Future, an exempted company incorporated with limited liability in the Cayman Islands, (“Pubco”),
(iv) Hero 1, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“First
Merger Sub”); (iii) Hero 2, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned
subsidiary of Pubco (“Second Merger Sub”), and (iv) Scage International Limited, an exempted company
incorporated with limited liability in the Cayman Islands (the “Company”). Purchaser, Pubco First Merger Sub,
Second Merger Sub, and the Company are sometimes referred to herein individually as a “Party” and, collectively,
as the “Parties”.
RECITALS:
WHEREAS,
prior to the execution and delivery of this Agreement, the Company and Nanjing Scage Auto Tech Co., Ltd. (南京司凯奇汽车科技有限公司),
a company incorporated in the PRC as a company with limited liability (“Nanjing Scage”), have entered into
those certain agreements (together with all agreements, deeds, instruments or other documents as may be necessary or appropriate, the
“Reorganization Documents”) to implement and effect the Reorganization in accordance with the reorganization
plan provided to the Purchaser;
WHEREAS,
prior to the First Effective Time, the Sellers have received the entire issued share capital of the Company pursuant to the Reorganization
such that the Sellers shall constitute and become the sole Company Shareholders as provided in the Reorganization Documents at the time
of such distribution;
WHEREAS,
Pubco is a newly incorporated Cayman Islands exempted company that is currently wholly owned by Mr. Chao Gao, whose ownership is in the
process of being transferred from Mr. Gao to One Strength Brother Limited, a company incorporated in the British Virgin Islands and wholly
owned by Mr. Gao;
WHEREAS,
First Merger Sub (a newly incorporated Cayman Islands exempted company) and Second Merger Sub (a newly incorporated Cayman Islands exempted
company) are both currently wholly owned by Mr. Chao Gao, whose ownership is in the process of being transferred from Mr. Chao Gao to
Pubco;
WHEREAS,
the Parties desire and intend to effect a business combination transaction whereby (a) on the Closing Date, 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 Company Securities being converted into the right to receive Pubco Securities (the Company, in
its capacity as the surviving company of the First Merger, is sometimes referred to herein as the “Surviving Company”);
(b) on the Closing Date and immediately following the First Merger, and as part of the same overall transaction as the First Merger,
Second Merger Sub will merge with and into the Purchaser (the “Second Merger”, and together with the First
Merger, the “Mergers”), with the Purchaser surviving the Second Merger as a wholly-owned subsidiary of Pubco
and the outstanding Purchaser Securities being converted into the right to receive Pubco Securities (the Purchaser, in its capacity as
the surviving entity of the Second Merger, is sometimes referred to herein as the “Surviving Entity”) (the
Mergers together with the other transactions contemplated by this Agreement and the Ancillary Documents (as defined below), the “Transactions”),
all upon the terms and subject to the conditions set forth in this Agreement and in accordance with the provisions of applicable law;
WHEREAS,
Pubco will assume all of the outstanding Purchaser Warrants and each Purchaser Warrant will become a warrant to purchase the same number
of Pubco Ordinary Shares at the same exercise price during the same exercise period and otherwise on the same terms as the Purchaser
Warrant being assumed pursuant to the terms of an assignment, assumption and amendment agreement substantially in the form attached hereto
as Exhibit E (the “Assignment, Assumption and Amendment to Warrant Agreement”) (such transactions,
the “Company Warrant Assumption”);
WHEREAS,
simultaneously with the execution and delivery of this Agreement, the Key Company Shareholders, as shareholders holding Company Shares
sufficient to constitute the Required Company Shareholder Approval (either as the holder of record or the beneficial owner within the
meaning of Rule 13d-3 under the Exchange Act) have each entered into (a) a Lock-Up Agreement with Pubco and Purchaser, the form of which
is attached as Exhibit A-1 hereto (each, a “Key Seller Lock-Up Agreement”), which will become effective
as of the Closing, subject to the written waiver by Purchaser; and (b) a Support Agreement with the Company and Purchaser, the form of
which is attached as Exhibit B-1 hereto (the “Shareholder Support Agreement”);
WHEREAS,
simultaneously with the execution and delivery of this Agreement, each of the Company, Purchaser, Pubco and the Insiders (as defined
thereunder) entered into an amendment to that certain letter agreement, dated November 8, 2021, by and among, Purchaser, Finnovate Sponsor
L.P. (the “Sponsor”) and the other directors and officers of Purchaser named therein, the form of which is
attached as Exhibit C hereto (the “Insider Letter Amendment”);
WHEREAS,
simultaneously with the execution and delivery of this Agreement, the Sponsor has executed and delivered to the Company a support agreement,
the form of which is attached as Exhibit B-2 hereto (the “Sponsor Support Agreement”), pursuant to which
the Sponsor has agreed to, among other things, vote to adopt and approve this Agreement, the Ancillary Agreement and the transactions
contemplated hereunder.
WHEREAS,
in connection with the consummation of the Merger, the Company, the Sponsor and Pubco will on or prior to the Closing enter into an amended
and restated Founder Registration Rights Agreement, in form and substance to be mutually agreed upon by Purchaser and the Company (the
“Amended and Restated Registration Rights Agreement”), which will become effective as of the Merger Effective
Time;
WHEREAS,
simultaneously with the execution and delivery of this Agreement, each of Chao Gao, Ziqian Guan and Yuanchi Guo has entered into a Non-Competition
and Non-Solicitation Agreement in favor of Purchaser and the Company, the form of which is attached as Exhibit D hereto (the “Non-Competition
Agreement”), which will become effective as of the Closing;
WHEREAS,
the boards of directors or similar governing bodies of each of Purchaser, Pubco, First Merger Sub, Second Merger Sub and the Company
have each (a) determined that the Transactions are fair, advisable and in the best commercial interests of their respective companies
and shareholders, and (b) approved this Agreement and the Transactions, upon the terms and subject to the conditions set forth herein
and in accordance with the Cayman Companies Act (each as defined herein); and
WHEREAS,
certain capitalized terms used herein are defined in ARTICLE XII hereof.
NOW,
THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below,
and the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby,
the Parties hereto agree as follows:
ARTICLE
I
MERGERS
1.1
The Mergers.
(a)
Upon the terms and subject to the conditions set forth in ARTICLE VIII, and in accordance with the Cayman Companies Act, on the Closing
Date, First Merger Sub shall be merged with and into the Company. As a result of the First Merger, the separate corporate existence of
First Merger Sub shall cease and the Company shall continue its corporate existence as the surviving company (within the meaning of the
Cayman Companies Act) of the First Merger pursuant to the provisions of the Cayman Companies Act.
(b)
Upon the terms and subject to the conditions set forth in ARTICLE VIII, and in accordance with the Cayman Companies Act, on the Closing
Date and immediately following the First Merger, Second Merger Sub shall be merged with and into the Purchaser. As a result of the Second
Merger, the separate corporate existence of the Second Merger Sub shall cease and the Purchaser shall continue as the surviving company
(within the meaning of the Cayman Companies Act) of the Second Merger.
1.2 Effective
Time. As promptly as practicable, but in no event later than three (3) Business Days, after the satisfaction or, if permissible,
waiver of the conditions set forth in ARTICLE VIII (other than those conditions that by their nature are to be satisfied at the
Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver
of such conditions at the Closing):
(a)
Pubco, First Merger Sub and the Company shall cause the First Merger to be consummated by executing a plan of merger (the “First
Merger Plan of Merger”), in such form as is required by, and executed in accordance with, the relevant provisions of the
Cayman Companies Act and mutually agreed by the parties, and filing the Plan of Merger and all such other documents (including, without
limitation, a director’s declaration by a director of each of the Company and First Merger Sub made in accordance with Section
233(9) of the Cayman Companies Act) required to effect the First Merger pursuant to the Cayman Companies Act with the Registrar of
Companies of the Cayman Islands (the “Cayman Registrar”) as provided in Section 233 of the Cayman Companies
Act (the “First Merger Documents”), and make such other filings or records and take such other actions as may
be required in accordance with the applicable provisions of the Cayman Companies Act to make the First Merger effective hereinafter (such
effective time being the “First Merger Effective Time”); and,
(b)
immediately following the First Merger Effective Time, Pubco, Second Merger Sub and the Purchaser shall cause the Second Merger to be
consummated by executing a plan of merger (the “Second Merger Plan of Merger”), in such form as is required
by, and executed in accordance with, the relevant provisions of the Cayman Companies Act and mutually agreed by the parties, and filing
the Second Merger Plan of Merger and all such other documents (including, without limitation, a director’s declaration by a director
of each of the Purchaser and Second Merger Sub made in accordance with Section 233(9) of the Cayman Companies Act) required to effect
the Second Merger pursuant to the Cayman Companies Act with the Cayman Registrar as provided in Section 233 of the Cayman Companies Act
(the “Second Merger Documents”, and, with the First Merger Documents, the “Merger Documents”),
and make such other filings or records and take such other actions as may be required in accordance with the applicable provisions of
the Cayman Companies Act to make the Second Merger effective hereinafter (such effective time being the “Effective Time”).
1.3
Effect of the Merger.
(a)
On the First Merger Effective Time, the effect of the First Merger shall be as provided in the applicable provisions of the Cayman Companies
Act. Without limiting the generality of the foregoing, and subject thereto, at the First Merger Effective Time, (i) all the rights, the
property of every description including choses in action, business, undertaking, goodwill, benefits, immunities and privileges of the
Company and First Merger Sub shall immediately vest in the Surviving Company, (ii) all Company Securities immediately prior to the First
Merger Effective Time shall be cancelled and converted into the right to receive Pubco Securities, as provided in Section 2.1,
(iii) all First Merger Sub Share(s) immediately prior to the First Merger Effective Time shall be cancelled and converted into the right
to receive the same class and number of shares of the Surviving Company, (iv) all the mortgages, charges or security interests, and all
contracts, obligations, claims, debts and liabilities of each of the Company and First Merger Sub shall become the mortgages, charges
or security interests, and all contracts, obligations, claims, debts and liabilities of the Surviving Company, and (v) the separate corporate
existence of First Merger Sub shall cease.
(b)
At the Effective Time, the effect of the Second Merger shall be as provided in this Agreement and the applicable provisions of the Cayman
Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the 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 outstanding shares of Purchaser Ordinary Shares
shall be converted into the right to receive Pubco Ordinary Shares, 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 Second Merger Sub Share(s) immediately prior
to the Second Merger Effective Time shall be cancelled and converted into the right to receive the same class and number of shares of
the Surviving Entity; (v) all the mortgages, charges or security interests, and all contracts, obligations, claims, debts and liabilities
of each of the Purchaser and Second Merger Sub shall become the mortgages, charges or security interests, and all contracts, obligations,
claims, debts and liabilities of the Surviving Entity and (vi) the separate corporate existence of Second Merger Sub shall cease.
1.4
Organizational Documents of Surviving Company and Surviving Entity.
(a)
At the First Merger Effective Time, the Surviving Company shall adopt the new memorandum and articles of association (the “Surviving
Company Charter”), which are substantially in the form of the memorandum and articles of association of First Merger Sub,
as in effect immediately prior to the First Merger Effective Time, as the memorandum and articles of association of the Surviving Company
and shall be filed with the Cayman Registrar and once filed, as so amended, will be the memorandum and articles of association of the
Surviving Company; provided, that at the First Merger Effective Time, references therein to the name of the Surviving Company shall be
amended to be such name as reasonably determined by the Company.
(b)
At the Effective Time, (i) an amended and restated version of the memorandum and articles of association of the Surviving Entity (the
“Surviving Entity Charter”), which will be substantially in the form of the memorandum and articles of association
of Second Merger Sub, as in effect immediately prior to the Effective Time, shall be filed with the Cayman Registrar and once filed,
as so amended, will be the memorandum and articles of association of the Surviving Entity; provided, that at the Effective Time, references
therein to the name of the Surviving Entity shall be amended to be such name as reasonably determined by the Purchaser, in addition,
the Purchaser confirms that, at or prior to Closing, the shareholders of Purchaser (the “Purchaser Shareholders”)
will have approved the amendment and restatement of the memorandum and articles of association and if required, the change of name referenced
in the immediately preceding sentences and agree that the Purchaser’s registered office is instructed to file a copy of the relevant
resolutions, together with the Second Merger Plan of Merger and the Second Merger Documents with the Cayman Registrar pursuant to the
Cayman Companies Act; and (ii) the Pubco Charter, as in effect immediately prior to the First Merger Effective Time, shall be amended
and restated in its entirety to be in the form of the Amended Pubco Charter.
1.5
Directors, Officers and Registered Agents.
(a)
At the First Merger Effective Time, the board of directors and executive officers of the Surviving Company shall be such directors and
officers as appointed by the Company as provided in the First Merger Plan of Merger, each to hold office in accordance with the provisions
of the Cayman Companies Act and the Surviving Company Charter until their respective successors are duly elected or appointed and qualified.
(b)
At the Effective Time, the board of directors and executive officers of the Surviving Entity shall be such directors and officers as
appointed by the Company or Pubco as provided in the Second Merger Plan of Merger, each to hold office in accordance with the provisions
of the Cayman Companies Act and the Surviving Entity Charter until their respective successors are duly elected or appointed and qualified.
(c)
At the Effective Time, the client of record of the registered office provider of the Surviving Entity shall be such named individual
or individuals as nominated by the Company or Pubco and the Purchaser shall have provided the registered officer provider of the Surviving
Entity with written instructions to recognize the authority of the new client(s) of record of the Surviving Entity on and from the Effective
Time.
ARTICLE
II
CONVERSION
OF SECURITIES; EXCHANGE OF COMPANY SECURITIES
2.1 Conversion
of Company Securities. At the First Merger Effective Time, by virtue of the First Merger and without any action on the part of
any Party or the holders of any of the following securities:
(a)
Company Preferred Shares. On the Closing Date and immediately prior to the First Merger Effective Time, each Company Preferred
Share that is issued and outstanding immediately prior to the First Merger Effective Time shall be canceled in exchange for the right
to receive a number of validly issued, fully paid and non-assessable Company Ordinary Shares at the then effective conversion rate as
calculated pursuant to the then effective amended and restated articles of associations of the Company (the “Conversion”).
After the Conversion, all of the Company Preferred Shares shall no longer be outstanding and shall cease to exist, and each holder of
Company Preferred Shares shall thereafter cease to have any rights with respect to such securities.
(b)
Company Ordinary Shares. Each Company Ordinary Share that is issued and outstanding immediately prior to the First Merger Effective
Time and after the Conversion shall, as of the First Merger Effective Time, be canceled by virtue of the First Merger and converted into
the right to receive 100% of such number of Pubco Ordinary Shares equal to the Exchange Ratio (the “Company Share Consideration”,
in accordance with Section 1.3. All of the Company Ordinary Shares converted into the right to receive Pubco Ordinary Shares shall
no longer be issued and outstanding and shall automatically be cancelled and shall cease to exist, the register of members of the Company
shall be updated promptly at the First Merger Effective Time to reflect such cancellation, and each holder of a share certificate of
the Company previously representing any such shares of Company Ordinary Shares shall thereafter cease to have any rights with respect
to such securities, except the right to receive the Pubco Ordinary Shares into which such Company Ordinary Shares shall have been converted
in the First Merger and as otherwise provided under the Cayman Companies Act.
(c)
[RESERVED]
(d)
First Merger Sub Ordinary Shares. Each share of First Merger Sub Ordinary Shares issued and outstanding immediately prior to the
First Merger Effective Time shall, as of the First Merger Effective Time, be converted into and exchanged for one validly issued, fully
paid and nonassessable ordinary share, par value $0.0001 per share, of the Surviving Company.
(e)
Company Convertible Securities. Any Company Convertible Security, , to the extent then outstanding and unexercised immediately
prior to the First Merger Effective Time, shall automatically, without any action on the part of the holder thereof, be assumed by the
Pubco and converted into a convertible security of Pubco, subject to the same terms and conditions as were applicable to the corresponding
former Company Convertible Securities immediately prior to the First Merger Effective Time, taking into account any changes thereto by
reason of the Agreement or the Transactions (the “Pubco Convertible Security”). Pubco shall take all corporate
action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Pubco Convertible Security
remain outstanding, a sufficient number of Pubco Ordinary Shares for delivery upon the exercise of such Pubco Convertible Security.
(f)
Cancellation of Pubco Ordinary Shares Owned by One Strength Brother Limited. At the First Merger Effective Time, every issued
and outstanding share(s) of Pubco owned by One Strength Brother Limited, being the only issued and outstanding share(s) in Pubco immediately
prior to the First Merger Effective Time, shall be canceled without any conversion thereof or payment therefor.
2.2 Conversion
of Issued Securities of Purchaser. At the Effective Time, by virtue of the Second Merger and without any action on the part of
any Party or the holders of any of the following securities:
(a)
Purchaser Units. At the Effective Time, each issued and outstanding Purchaser Public Unit shall be automatically detached and
the holder thereof shall be deemed to hold one Purchaser A Ordinary Share and three-quarters of one Purchaser Public Warrant, in each
case in accordance with the terms of the applicable Purchaser Unit, which underlying Purchaser Securities shall be converted in accordance
with the applicable terms of this Section 2.2 below.
(b)
Purchaser Ordinary Share. At the Effective Time, every issued and outstanding Purchaser Ordinary Share (other than those described
in Section 2.2(d) and Section 2.2(e) below) 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 Ordinary Share (such consideration, the “Purchaser
Merger Consideration”). All Purchaser Ordinary Shares shall cease to be issued and outstanding and shall automatically
be canceled and shall cease to exist, the register of members of the Purchaser shall be updated promptly at the Effective Time to reflect
such cancellation, and each holder of a share certificate of the Purchaser previously representing any such shares of Purchaser Ordinary
Shares shall thereafter cease to have any rights with respect to such shares, except the right to receive the Pubco Ordinary Shares into
which such Purchaser Ordinary Shares shall have been converted in the Second Merger and as otherwise provided under the Cayman Companies
Act.
(c)
Purchaser Warrants. Pursuant to the Assignment, Assumption and Amendment to Warrant Agreement, at the Effective Time, by virtue
of the Second Merger and without any action on the part of any holder, each outstanding Purchaser Public Warrant shall be converted into
one Pubco Public Warrant, and each outstanding Purchaser Private Warrant shall be converted into one Pubco Private Warrant, in accordance
with the terms of the Assignment, Assumption and Amendment to Warrant Agreement. At the 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 Ordinary Shares in lieu of Purchaser Ordinary Shares. At or
prior to the Effective Time, Pubco shall take all corporate actions necessary to reserve for future issuance and shall maintain such
reservation for so long as any of the Pubco Warrants remain outstanding, a sufficient number of Pubco Ordinary Shares for delivery upon
the exercise of such Pubco Warrants.
(d)
Cancellation of Shares Held by Purchaser. At the Effective Time, if there are any shares of Purchaser that are held by Purchaser
as treasury shares, such shares shall be canceled and extinguished without any conversion thereof or payment therefor.
(e)
Redeemed Shares. Each Purchaser Ordinary Share for which a holder has validly exercised its right of Redemption shall be surrendered
and cancelled and shall cease to exist and no consideration shall be delivered or deliverable in exchange therefor.
(f)
Second Merger Sub Ordinary Shares. Each share in Second Merger Sub issued and outstanding immediately prior to the Effective Time
shall be converted into and exchanged for one validly issued, fully paid and nonassessable share, par value $0.0001 per share, of the
Surviving Entity.
(g)
Transfers of Ownership. If any certificate for Purchaser Shares is to be issued in a name other than that in which the certificate
surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the certificate so surrendered will
be properly cancelled and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Purchaser
or any agent designated by it any transfer or other Taxes required by reason of the issuance of a certificate for securities of Purchaser
in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Purchaser
or any agent designated by it that such tax has been paid or is not payable.
(h)
Surrender of Purchaser Certificates. All securities issued upon the surrender of Purchaser Securities in accordance with the terms
hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such securities, provided that any restrictions
on the sale and transfer of Purchaser Securities shall also apply to the Pubco Securities so issued in exchange.
(i)
Lost, Stolen or Destroyed Purchaser Certificates. In the event any certificates shall have been lost, stolen or destroyed, Pubco
shall issue, in exchange for such lost, stolen or destroyed certificates, as the case may be, upon the making of an affidavit of that
fact by the holder thereof, such securities, as may be required pursuant to Section 2.2; provided, however, that the Surviving
Entity may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed
certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against the Surviving
Entity with respect to the certificates alleged to have been lost, stolen or destroyed.
2.3
No Liability. Notwithstanding anything to the
contrary in this ARTICLE II, none of the Surviving Company, Surviving Entity, Pubco or any other Party hereto shall be liable to any
Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
2.4 Taking
of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to
carry out the purposes of this Agreement and to vest the Surviving Company or the Surviving Entity with full right, title and
possession to all assets, property, rights, privileges, powers and franchises of Purchaser, the Company, First Merger Sub and Second
Merger Sub, the officers and directors of Purchaser, the Company, First Merger Sub and Second Merger Sub are fully authorized in the
name of their respective entities to take, and will take, all such lawful and necessary action, so long as such action is not
inconsistent with this Agreement.
2.5
Surrender of Company Securities and Disbursement of Company Share Consideration
(a)
At the Closing, Pubco shall cause the Company Share Consideration to be issued and delivered to the Sellers as converted from their Company
Securities in accordance with Section 2.1.
(b)
At the Closing, the Sellers will deliver to Pubco their collective Company Securities, including any certificates representing Company
Ordinary Shares (“Company Certificates”), along with applicable share power or transfer forms reasonably acceptable
to Pubco. In the event that any Company Certificate shall have been lost, stolen or destroyed, in lieu of delivery of a Company Certificate
to Pubco, the Sellers may instead deliver to Pubco an affidavit of lost certificate and indemnity of loss in form and substance reasonably
acceptable to Pubco (a “Lost Certificate Affidavit”), which at the reasonable discretion of Pubco may include
a requirement that the owner of such lost, stolen or destroyed Company Certificate deliver a bond in such sum as Pubco may reasonably
direct as indemnity against any claim that may be made against Pubco or the Company with respect to the Company Ordinary Shares represented
by such Company Certificate alleged to have been lost, stolen or destroyed.
2.6 Fractional
Shares. Notwithstanding anything to the contrary contained herein, no fraction of a Pubco Ordinary Share will be issued by Pubco
by virtue of this Agreement or the transactions contemplated hereby, and each Person who would otherwise be entitled to a fraction
of a Pubco Ordinary Share (after aggregating all fractional Pubco Ordinary Shares that would otherwise be received by such Person)
shall instead have the number of Pubco Ordinary Shares issued to such Person rounded down in the aggregate to the nearest whole
Pubco Ordinary Share.
2.7
Company Closing Statement. No later than five (5) Business Days prior to the Closing Date, the Company shall deliver to Purchaser
a statement prepared by the Company’s chief financial officer (the “Company Closing Statement”) setting
forth (a) an estimated consolidated balance sheet of the Target Companies as of the Reference Time, prepared in good faith and in accordance
with the Accounting Principles, (b) a good faith calculation of the Company’s estimate of the Closing Net Debt, as of the Reference
Time and along with reasonably detailed calculations, and (c) the resulting estimated Aggregate Merger Consideration Amount and Pubco
Common Shares to be issued by Pubco at the Closing using the formula in Section 13.1 based on such estimate of Closing Net Debt,
which Company Closing Statement shall be subject to the review and the reasonable approval by Purchaser. Promptly after delivering the
Company Closing Statement to Purchaser, the Company will meet with Purchaser to review and discuss the Company Closing Statement and
the Company will consider in good faith Purchaser’s comments to the Company Closing Statement and make any appropriate adjustments
to the Company Closing Statement prior to the Closing, as mutually approved by the Company and Purchaser both acting reasonably and in
good faith, which adjusted Company Closing Statement shall thereafter become the Company Closing Statement for all purposes of this Agreement.
The Company Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles
and otherwise in accordance with this Agreement.
2.8
Dissenters’ Rights.
(a)
Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Companies Act, Company Shares that
are outstanding immediately prior to the First Merger Effective Time and that are held by Persons who shall have demanded properly in
writing dissenters’ rights for such Company Shares in accordance with Section 238 of the Companies Act and otherwise complied with
all of the provisions of the Companies Act relevant to the exercise and perfection of dissenters’ rights shall not be converted
into, and such Company shareholders shall have no right to receive, the applicable Pubco Ordinary Shares unless and until such Company
shareholder fails to perfect or withdraws or otherwise loses his, her or its right to dissenters’ rights under the Companies Act.
The Company Shares owned by any shareholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his,
her or its dissenters’ rights pursuant to the Companies Act shall thereupon be deemed to have been converted into, and to have
become exchangeable for, as of the First Merger Effective Time, the right to receive the applicable Pubco Ordinary Shares, without any
interest thereon. Prior to the Closing, the Company shall give Purchaser prompt notice of any demands for dissenters’ rights received
by the Company and any withdrawals of such demands and the Company shall have complete control over all negotiations and proceedings
with respect to such dissenters’ rights (including the ability to make any payment with respect to any exercise by a shareholder
of its rights to dissent from the Mergers or any demands for appraisal or offer to settle or settle any such demands or approve any withdrawal
of any such dissenter rights or demands).
(b)
Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Companies Act, Purchaser Ordinary
Shares that are outstanding immediately prior to the Effective Time and that are held by Persons who shall have demanded properly in
writing dissenters’ rights for such Purchaser Ordinary Shares in accordance with Section 238 of the Companies Act and otherwise
complied with all of the provisions of the Companies Act relevant to the exercise and perfection of dissenters’ rights shall not
be converted into, and such Purchaser shareholders shall have no right to receive, the applicable Pubco Ordinary Shares unless and until
such shareholder fails to perfect or withdraws or otherwise loses his, her or its right to dissenters’ rights under the Companies
Act. The Purchaser Ordinary Shares owned by any shareholder of the Purchaser who fails to perfect or who effectively withdraws or otherwise
loses his, her or its dissenters’ rights pursuant to the Companies Act shall thereupon be deemed to have been converted into, and
to have become exchangeable for, as of the Effective Time, the right to receive the applicable Pubco Ordinary Shares, without any interest
thereon. Prior to the Closing, Purchaser shall give the Company prompt notice of any demands for dissenters’ rights received by
Purchaser and any withdrawals of such demands and Purchaser shall have complete control over all negotiations and proceedings with respect
to such dissenters’ rights (including the ability to make any payment with respect to any exercise by a shareholder of its rights
to dissent from the Mergers or any demands for appraisal or offer to settle or settle any such demands or approve any withdrawal of any
such dissenter rights or demands).
ARTICLE
III
CLOSING
3.1 Closing.
Subject to the satisfaction or waiver of the conditions set forth in ARTICLE VIII, the consummation of the transactions
contemplated by this Agreement (the “Closing”) shall take place at the offices of Ellenoff Grossman &
Schole, LLP (“EGS”), 1345 Avenue of the Americas, New York, NY 10105, or by electronic exchange of
documents and signatures, on a date and at a time to be agreed upon by Purchaser and the Company, which date shall be no later than
the third (3rd) Business Day after all the Closing conditions to this Agreement have been satisfied or waived (other than
those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such
conditions) at 10:00 a.m. local time, or at such other date, time or place (including remotely) as Purchaser, Pubco and the Company
may agree (the date and time at which the Closing is actually held being the “Closing Date”).
ARTICLE
IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Except
as set forth in (i) the disclosure schedules delivered by Purchaser to the Company and accepted by Pubco on the date hereof (the “Purchaser
Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement
to which they refer, or (ii) the SEC Reports that are available on the SEC’s website through EDGAR no later than 5:30 p.m. on the
day immediately before the date of this Agreement (to the extent the qualifying nature of such disclosure is readily apparent from the
content of such SEC Reports, but excluding disclosures referred to in “Forward-Looking Statements,” “Risk Factors”
and any other disclosures therein to the extent they are of a predictive or cautionary nature or related to forward-looking statements)
(it being acknowledged that nothing disclosed in such a SEC Report will be deemed to modify or qualify the representations and warranties
set forth in Section 4.1 (Corporate Organization), Section 4.2 (Authorization; Binding Agreement) and Section 4.5 (Capitalization)),
Purchaser represents and warrants to the Company and Pubco, as of the date hereof and as of the Closing, as follows:
4.1 Organization
and Standing. Purchaser is an exempted company duly incorporated, validly existing and in good standing under the Laws of the
Cayman Islands. Purchaser has all requisite corporate power and authority to own, lease and operate its properties and to carry on
its business as now being conducted. Purchaser is duly qualified or licensed and in good standing to do business in each
jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it
makes such qualification or licensing necessary. Purchaser has heretofore made available to the Company accurate and complete copies
of its Organizational Documents, each as currently in full force and effect. Purchaser is not in violation of any provision of its
Organizational Documents.
4.2 Authorization;
Binding Agreement. Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and each
Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions
contemplated hereby and thereby, subject to obtaining the Required Shareholder Approval. The execution and delivery of this
Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and
thereby (a) have been duly and validly authorized by the board of directors of Purchaser and (b) other than the Required Shareholder
Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of Purchaser are necessary
to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the
transactions contemplated hereby and thereby. Purchaser’s board of directors, either (A) at a duly called and held meeting or
(B) by way of written resolution, has unanimously (i) determined that this Agreement and the transactions contemplated hereby,
including the Second Merger, are advisable, fair to and in the best commercial interests of Purchaser and Purchaser’s
shareholders, (ii) approved and adopted this Agreement, (iii) resolved to recommend that Purchaser’s shareholders vote in
favor of the approval of this Agreement, the Second Merger, and the other Purchaser Shareholder Approval Matters in accordance with
the Companies Act (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the Purchaser
Shareholder Approval Matters be submitted to the Purchaser shareholders for their approval. This Agreement has been, and each
Ancillary Document to which Purchaser is a party shall be when delivered, duly and validly executed and delivered by Purchaser and,
assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto
and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Purchaser, enforceable against
Purchaser in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’
rights generally and subject to general principles of equity (collectively, the “Enforceability
Exceptions”).
4.3 Governmental
Approvals. Except as otherwise described in Schedule 4.3, no Consent of or with any Governmental Authority, on the part
of Purchaser is required to be obtained or made in connection with the execution, delivery or performance by Purchaser of this
Agreement and each Ancillary Document to which it is a party or the consummation by Purchaser of the transactions contemplated
hereby and thereby, other than (a) pursuant to Antitrust Laws, (b) such filings as contemplated by this Agreement, (c) any filings
required with Nasdaq or the SEC with respect to the Transactions, and (d) applicable requirements, if any, of the Securities Act,
the Exchange Act, and/ or any state “blue sky” securities Laws, and the rules and regulations thereunder.
4.4 Non-Contravention.
Except as otherwise described in Schedule 4.4, the execution and delivery by Purchaser of this Agreement and each Ancillary
Document to which it is a party, the consummation by Purchaser of the transactions contemplated hereby and thereby, and compliance
by Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of Purchaser’s
Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.3
hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having
been satisfied, conflict with or violate any Law, Order or Consent applicable to Purchaser or any of its properties or assets, or
(c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time
or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification
of, (iv) accelerate the performance required by Purchaser under, (v) result in a right of termination or acceleration under, (vi)
give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than a
Permitted Lien) upon any of the properties or assets of Purchaser under, (viii) give rise to any obligation to obtain any third
party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim
a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify
any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any Purchaser Material Contract,
except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material
Adverse Effect on Purchaser.
4.5
Capitalization.
(a)
The authorized share capital of the Purchaser is US$55,500 divided into (i) 500,000,000 Purchaser Class A Ordinary Shares, (ii) 50,000,000
Purchaser Class B Ordinary Shares, and (iii) 5,000,000 Purchaser Preference Shares. As of the date of this Agreement, the issued and
outstanding Purchaser Securities are set forth hereto in Schedule 4.5 (a). As of the date of this Agreement, there are no issued
or outstanding shares of Purchaser Preference Shares. All outstanding shares of Purchaser Securities (i) are duly authorized, validly
issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, right of first refusal, preemptive
right, subscription right or any similar right under any provision of the Companies Act, Purchaser’s Organizational Documents or
any Contract to which Purchaser is a party and (ii) except as set forth on Schedule 4.5(b), are free and clear of all Liens and
other restrictions (including any restriction on the right to vote, sell or otherwise dispose of such Purchaser Securities). None of
the outstanding Purchaser Securities has been issued in violation of any applicable securities Laws. Prior to giving effect to the transactions
contemplated by this Agreement, Purchaser does not have any Subsidiaries or own any equity interests in any other Person.
(b)
Except as set forth in Schedule 4.5 (a) or Schedule 4.5 (b) there are no (i) outstanding options, warrants, puts, calls,
convertible or exchangeable securities, “phantom” share rights, share appreciation rights, share-based units, preemptive
or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or exchangeable
into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements, Contracts or commitments of any
character (other than this Agreement and the Ancillary Documents), (A) relating to the issued or unissued securities of Purchaser or
(B) obligating Purchaser to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any options
or shares or securities convertible into or exchangeable for any capital shares, or (C) obligating Purchaser to grant, extend or enter
into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for such capital shares. Other
than the Redemption or as expressly set forth in this Agreement, there are no outstanding obligations of Purchaser to repurchase, redeem
or otherwise acquire any shares of Purchaser or to provide funds to make any investment (in the form of a loan, capital contribution
or otherwise) in any Person. Except as set forth on Schedule 4.5 (b), there are no shareholders agreements, voting trusts or other
agreements or understandings to which Purchaser is a party with respect to the voting or transfer of any shares of Purchaser.
(c)
As of the date hereof, Purchaser does not have any Indebtedness except as set forth in Schedule 4.5(c) I. No Indebtedness
of Purchaser contains any restriction upon: (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by Purchaser,
(iii) the ability of Purchaser to grant any Lien on its properties or assets, or (iv) the consummation of the Transactions contemplated
by this Agreement or the Ancillary Documents.
(d)
Since the date of incorporation of Purchaser, and except as contemplated by this Agreement, Purchaser has not declared or paid any distribution
or dividend in respect of its shares and has not repurchased, redeemed or otherwise acquired any of its shares, and Purchaser’s
board of directors has not authorized any of the foregoing.
4.6
SEC Filings; Purchaser Financials; Internal Controls.
(a)
Purchaser, since the IPO, has filed all forms, reports, schedules, statements, registration statements, prospectuses and other documents
required to be filed or furnished by Purchaser with the SEC under the Securities Act and/or the Exchange Act, together with any amendments,
restatements or supplements thereto, and will file all such forms, reports, schedules, statements and other documents required to be
filed subsequent to the date of this Agreement. Except to the extent available on the SEC’s web site through EDGAR, Purchaser has
delivered to the Company copies in the form filed with the SEC of all of the following: (i) Purchaser’s annual reports on Form
10-K for each fiscal year of Purchaser beginning with the first year Purchaser was required to file such a form, (ii) Purchaser’s
quarterly reports on Form 10-Q for each fiscal quarter that Purchaser filed such reports to disclose its quarterly financial results
in each of the fiscal years of Purchaser referred to in clause (i) above, (iii) all other forms, reports, registration statements, prospectuses
and other documents (other than preliminary materials) filed by Purchaser with the SEC since the beginning of the first fiscal year referred
to in clause (i) above (the forms, reports, registration statements, prospectuses and other documents referred to in clauses (i), (ii)
and (iii) above, to the extent publicly available through EDGAR, are, collectively, the “SEC Reports”) and
(iv) all certifications and statements required by (A) Rules 13a-14 or 15d-14 under the Exchange Act, and (B) 18 U.S.C. §1350 (Section
906 of SOX) with respect to any report referred to in clause (i) above (collectively, the “Public Certifications”).
Except for any changes (including any required revisions to or restatements of the Purchaser Financials (defined below) or the SEC Reports)
to (A) the Purchaser’s historical accounting of the Purchaser Warrants as equity rather than as liabilities that may be required
as a result of the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies
that was issued by the SEC on April 12, 2021, and related guidance by the SEC or (B) the Purchaser’s accounting or classification
of Purchaser’s outstanding redeemable shares as temporary, as opposed to permanent, equity that may be required as a result of
related statements by the SEC staff or recommendations or requirements of the Purchaser’s auditors (clauses (A) and (B), collectively,
“SEC SPAC Accounting Changes”), the SEC Reports (x) were prepared in all material respects in accordance with
the requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, as the case may be, and the rules and regulations
thereunder and (y) did not, as of their respective effective dates (in the case of SEC Reports that are registration statements filed
pursuant to the requirements of the Securities Act) and at the time they were filed with the SEC (in the case of all other SEC Reports)
contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order
to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Public Certifications
are each true as of their respective dates of filing. As used in this Section 4.6, the term “file” shall be broadly
construed to include any manner permitted by SEC rules and regulations in which a document or information is furnished, supplied or otherwise
made available to the SEC.
(b)
As of the date of this Agreement, (A) the Purchaser Units, the Purchaser Ordinary Shares and the Purchaser Public Warrants are listed
on Nasdaq, (B) Purchaser has not received any written deficiency notice from Nasdaq relating to the continued listing requirements of
such Purchaser Securities, and there are no Actions pending or, to the Knowledge of Purchaser, threatened against Purchaser by Nasdaq
or the SEC with respect to any intention by such entity to deregister or terminate the listing of such Purchaser Securities on Nasdaq,
and there are no circumstances known or knowable to Purchaser that would be reasonably expected to cause Nasdaq or the SEC to take any
Actions described in the immediately preceding clause, (C) there are no Actions pending or, to the Knowledge of Purchaser, threatened
against Purchaser by the Financial Industry Regulatory Authority with respect to any intention by such entity to suspend, prohibit or
terminate the quoting of such Purchaser Securities on Nasdaq, (D) such Purchaser Securities are in compliance with all of the applicable
corporate governance rules of Nasdaq, (E) except as set forth in Schedule 4.6, as of the date hereof, there are no outstanding
SEC comments from the SEC with respect to the SEC Reports, and (F) to the Knowledge of Purchaser, none of the SEC Reports filed on or
prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.
(c)
Except for the SEC SPAC Accounting Changes, the financial statements and notes of Purchaser contained or incorporated by reference in
the SEC Reports (the “Purchaser Financials”), fairly present in all material respects the financial position
and the results of operations, changes in shareholders’ equity, and cash flows of Purchaser at the respective dates of and for
the periods referred to in such financial statements, all in accordance with (i) GAAP methodologies applied on a consistent basis throughout
the periods involved and (ii) Regulation S-X or Regulation S-K, as applicable (except as may be indicated in the notes thereto and for
the omission of notes and audit adjustments in the case of unaudited quarterly financial statements to the extent permitted by Regulation
S-X or Regulation S-K, as applicable), and (iii) audited in accordance with PCAOB standards.
(d)
Except as and to the extent reflected or reserved against in the Purchaser Financials, Purchaser has not incurred and does not have any
Liabilities or obligations (whether determined, contingent or otherwise) that is not adequately reflected or reserved on or provided
for in the Purchaser Financials, other than Liabilities of the type required to be reflected on a balance sheet in accordance with GAAP
that have been incurred since Purchaser’s incorporation in the ordinary course of business. Purchaser does not maintain any “off-balance
sheet arrangement” within the meaning of Item 303 of Regulation S-K of the Securities Act. As of the date of this Agreement, no
financial statements other than those of Purchaser are required by GAAP to be included in the financial statements of Purchaser.
(e)
Except as set forth on Schedule 4.6(e), since the IPO, the Purchaser has not received from its independent auditors any written
notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Purchaser, (ii)
“material weakness” in the internal controls over financial reporting of the Purchaser or (iii) fraud, whether or not material,
that involves management or other employees of the Purchaser who have a significant role in the internal controls over financial reporting
of the Purchaser.
(f)
Except as not required in reliance on exemptions from various reporting requirements by virtue of the Purchaser’s status as an
“emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, since the IPO, (i) the Purchaser
has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under
the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Purchaser’s financial reporting and
the preparation of the Purchaser’s financial statements for external purposes in accordance with GAAP and (ii) the Purchaser has
established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed
to ensure that material information relating to the Purchaser is made known to the Purchaser’s principal executive officer and
principal financial officer by others within the Purchaser, particularly during the periods in which the periodic reports required under
the Exchange Act are being prepared.
(g)
There are no outstanding loans or other extensions of credit made by Purchaser to any executive officer (as defined in Rule 3b-7 under
the Exchange Act) or director of Purchaser and Purchaser has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.
4.7 Absence
of Certain Changes. As of the date of this Agreement, except as set forth in Schedule 4.7, Purchaser has, (a) since its
incorporation, conducted no business other than its incorporation, the public offering of its securities (and the related private
offerings), public reporting and its search for an initial Business Combination as described in the IPO Prospectus (including the
investigation of the Target Companies and the negotiation and execution of this Agreement) and related activities and (b) since
December 31, 2019, not been subject to a Material Adverse Effect on the Purchaser.
4.8 Compliance
with Laws. The Purchaser has since its incorporation been, in compliance with all Laws applicable to it and the conduct of its
business in all material respects. Since its incorporation date, (a) Purchaser has not been subjected to, or received written notice
alleging any material violation of applicable Law respect by Purchaser or any investigation by a Governmental Authority for actual
or alleged violation of any Applicable Law, and (b) Purchaser is not and has not been in conflict with, or in default, breach or
violation of any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or
obligation to which Purchaser is a party or by which Purchaser or any property or asset of Purchaser is bound.
4.9 Actions;
Orders; Permits. There is no pending or, to the Knowledge of Purchaser, threatened Action to which Purchaser is subject which
would or would reasonably be expected to have a Material Adverse Effect on Purchaser. There is no Action that Purchaser has pending
against any other Person. Purchaser is not subject to any Orders of any Governmental Authority, nor are any such Orders pending.
Purchaser holds all Permits necessary to lawfully conduct its business as presently conducted, and to own, lease and operate its
assets and properties, all of which are in full force and effect.
4.10
Taxes and Returns.
(a)
Purchaser has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns required
to be filed by it, which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld,
or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for
which adequate reserves in the Purchaser Financials have been established in accordance with GAAP. Schedule 4.10(a) sets forth
each jurisdiction where Purchaser files or is required to file a Tax Return. There is no Action currently pending or, to the Knowledge
of Purchaser, threatened against Purchaser by a Governmental Authority in a jurisdiction where Purchaser does not file Tax Returns that
it is or may be subject to taxation by that jurisdiction. To the Knowledge of Purchaser, there are no claims, assessments. audits, examinations,
investigations or other Actions pending against Purchaser in respect of any material Tax, and Purchaser has not been notified in writing
of any material proposed Tax claims or assessments against Purchaser (other than, in each case, claims or assessments for which adequate
reserves in the Purchaser Financials have been established in accordance with GAAP or are immaterial in amount). There are no Liens with
respect to any Taxes upon any of Purchaser’s assets, other than Permitted Liens. Purchaser has no outstanding waivers or extensions
of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by Purchaser for any
extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return.
(b)
Since the date of its incorporation, Purchaser has not (i) changed any Tax accounting methods, policies or procedures except as required
by a change in Law, (ii) made, revoked, or amended any material Tax election, (iii) filed any amended Tax Returns or claim for refund,
(iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax Liability or refund, or (v) received
a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes
following the Closing.
(c)
Purchaser has not participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in
U.S. Treasury Regulations Section 1.6011-4.
(d)
Purchaser does not have any Liability for the Taxes of another Person that are not adequately reflected in the Purchaser Financials (i)
under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise (excluding commercial agreements
entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). Purchaser is not a party to
or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice
(excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes)
with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental
Authority) that will be binding on Purchaser with respect to any period following the Closing Date.
(e)
Purchaser has not requested and is not the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement
or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.
(f)
Purchaser: (i) has not constituted either a “distributing corporation” or a “controlled corporation” (within
the meaning of Section 355(a)(1)(A) of the Code) in a distribution of securities (to any Person or entity that is not a member of the
consolidated group of which Purchaser is the common parent corporation) qualifying for, or intended to qualify for, Tax-free treatment
under Section 355 of the Code (A) within the two-year period ending on the date hereof or (B) in a distribution which could otherwise
constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the
Code) in conjunction with the transactions contemplated by this Agreement; and (ii) is not and has not ever been (A) a U.S. real property
holding corporation within the meaning of Section 897(c)(2) of the Code, or (B) a member of any consolidated, combined, unitary or affiliated
group of corporations for any Tax purposes other than a group of which Purchaser is or was the common parent corporation.
(g)
Purchaser is not aware of any fact or circumstance that would reasonably be expected to prevent the Mergers from together qualifying
as an exchange described in Section 351 of the Code.
4.11 Employees
and Employee Benefit Plans. Purchaser does not (a) have any paid employees or (b) maintain, sponsor, contribute to or otherwise
have any Liability under, any Benefit Plans. Purchaser has no unsatisfied liability with respect to any officer or director. Neither
the execution and delivery of this Agreement or the Ancillary Documents nor the consummation of the Transactions will (i) result in
any payment or benefit (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any
director, officer or employee of Purchaser; or (b) result in the acceleration of the time of payment or vesting of any such payment
or benefit.
4.12 Properties.
Purchaser does not own, license or otherwise have any right, title or interest in any material Intellectual Property. Purchaser does
not own or lease any material real property or Personal Property. To the Knowledge of Purchaser, it has not infringed,
misappropriated or violated any Intellectual Property of any other person.
4.13
Material Contracts.
(a)
Except as set forth on Schedule 4.13, other than this Agreement and the Ancillary Documents, there are no Contracts to which Purchaser
is a party or by which any of its properties or assets may be bound, subject or affected, which (i) creates or imposes a Liability greater
than $100,000, (ii) may not be cancelled by Purchaser on less than sixty (60) days’ prior notice without payment of a material
penalty or termination fee, (iii) prohibits, prevents, restricts or impairs in any material respect any business practice of Purchaser
as its business is currently conducted, any acquisition of material property by Purchaser, or restricts in any material respect the ability
of Purchaser from engaging in business as currently conducted by it or from competing with any other Person, or (iv) otherwise constitutes
a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (each, a “Purchaser
Material Contract”). All Purchaser Material Contracts have been made available to the Company other than those that are
exhibits to the SEC Reports.
(b)
With respect to each Purchaser Material Contract: (i) the Purchaser Material Contract was entered into at arms’ length and in the
ordinary course of business; (ii) the Purchaser Material Contract is legal, valid, binding and enforceable against Purchaser and, to
the Knowledge of Purchaser, the other parties thereto, and is in full force and effect (except, in each case, as such enforcement may
be limited by the Enforceability Exceptions); (iii) Purchaser is not in breach or default in any material respect, and no event has occurred
that with the passage of time or giving of notice or both would constitute such a breach or default in any material respect by Purchaser,
or permit termination or acceleration by the other party, under such Purchaser Material Contract; (iv) to the Knowledge of Purchaser,
no other party to any Purchaser Material Contract is in breach or default in any material respect, and no event has occurred that with
the passage of time or giving of notice or both would constitute such a breach or default by such other party, or permit termination
or acceleration by Purchaser under any Purchaser Material Contract; and (v) Purchaser has not received written notice from any other
party to any such Purchaser Material Contract that such party intends to terminate or not renew any such Purchaser Material Contract.
4.14
Transactions with Affiliates. Schedule 4.14 sets forth a true, correct and complete list of the Contracts and arrangements
that are in existence as of the date of this Agreement under which there are any existing or future Liabilities or obligations between
Purchaser, on the one hand, and any (a) present or former director, officer, or employee, or Affiliate of Purchaser, or any immediate
family member of any of the foregoing, or (b) record or beneficial owner of more than five percent (5%) of Purchaser’s outstanding
share as of the date hereof, on the other hand.
4.15 Investment
Company Act; JOBS Act. As of the date of this Agreement, Purchaser is not an “investment company” or a Person
directly or indirectly “controlled” by or acting on behalf of a person subject to registration and regulation as an
“investment company”, in each case within the meaning of the Investment Company Act. Purchaser constitutes an
“emerging growth company” within the meaning of the JOBS Act.
4.16 Finders
and Brokers. Except as set forth on Schedule 4.16 , no broker, finder or investment banker is entitled to any brokerage,
finder’s or other fee or commission from Purchaser or its Affiliates or, to the Knowledge of Purchaser, Pubco, the Target
Companies, or any of their respective Affiliates in connection with the transactions contemplated hereby based upon arrangements
made by or on behalf of Purchaser.
4.17
Certain Business Practices.
(a)
Neither Purchaser, nor any of its Representatives acting on its behalf, has (i) used any funds for unlawful contributions, gifts, entertainment
or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials
or employees, to foreign or domestic political parties or campaigns or violated any provision of the U.S. Foreign Corrupt Practices Act
of 1977 or any other local or foreign anti-corruption or bribery Law, (iii) made any other unlawful payment or (iv) since the incorporation
of Purchaser, directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer,
supplier, governmental employee or other Person who is or may be in a position to help or hinder Purchaser or assist it in connection
with any actual or proposed transaction.
(b)
The operations of Purchaser are and have been conducted at all times in compliance with money laundering statutes in all applicable jurisdictions,
the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by
any Governmental Authority, and no Action involving Purchaser with respect to the any of the foregoing is pending or, to the Knowledge
of Purchaser, threatened.
(c)
None of Purchaser or any of its directors or officers, or, to the Knowledge of Purchaser, any other Representative acting on behalf of
Purchaser is currently (i) identified on the specially designated nationals or other blocked person list or otherwise currently subject
to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”),
the U.S. Department of State, or other applicable Governmental Authority; (ii) organized, resident, or located in, or a national of a
comprehensively sanctioned country (currently, the Balkans, Belarus, Burma, Cote D’Ivoire (Ivory Coast), Cuba, Democratic Republic
of Congo, Iran, Iraq, Liberia, North Korea, Sudan, Syria, and Zimbabwe); or (iii) in the aggregate, fifty (50) percent or greater owned
directly or indirectly, or otherwise controlled, by a person identified in (i) or (ii); and Purchaser has not, directly or indirectly,
used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person,
in connection with any sales or operations in any other country sanctioned by OFAC or for the purpose of financing the activities of
any Person currently subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC or the U.S. Department of State
in the last five (5) fiscal years.
4.18
Insurance. Schedule 4.18 lists all
insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and type of policy) held by Purchaser
relating to Purchaser or its business, properties, assets, directors, officers and employees, copies of which have been provided to the
Company. All premiums due and payable under all such insurance policies have been timely paid and Purchaser is otherwise in compliance
with the terms of such insurance policies. All such insurance policies are in full force and effect, and to the Knowledge of Purchaser,
there is no threatened termination of, or material premium increase with respect to, any of such insurance policies. There have been
no insurance claims made by Purchaser. Purchaser has reported to its insurers all claims and pending circumstances that would reasonably
be expected to result in a claim, except where such failure to report such a claim would not be reasonably likely to have a Material
Adverse Effect on the Purchaser.
4.19 Information
Supplied. None of the information supplied or to be supplied by Purchaser expressly for inclusion or incorporation by reference:
(a) in any current report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with
any Governmental Authority (including the SEC) with respect to the transactions contemplated by this Agreement or any Ancillary
Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to Purchaser’s or Pubco’s
shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in
any amendment to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the
case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. None of
the information supplied or to be supplied by Purchaser expressly for inclusion or incorporation by reference in any of the Signing
Press Release, the Signing Filing, the Closing Filing and the Closing Press Release will, when filed or distributed, as applicable,
contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the
foregoing, Purchaser makes no representation, warranty or covenant with respect to any information supplied by or on behalf of
Pubco, the Target Companies or any of their respective Affiliates.
4.20 Independent
Investigation. Purchaser has conducted its own independent investigation, review and analysis of the business, results of
operations, condition (financial or otherwise) or assets of the Target Companies, Pubco, First Merger Sub and Second Merger Sub and
acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other
documents and data of the Target Companies, Pubco, First Merger Sub and Second Merger Sub for such purpose. Purchaser acknowledges
and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it
has relied solely upon its own investigation and the express representations and warranties of the Company, Pubco, First Merger Sub
and Second Merger Sub set forth in this Agreement (including the related portions of the Company Disclosure Schedules) and in any
certificate delivered to Purchaser pursuant hereto, and the information provided by or on behalf of the Company, Pubco, First Merger
Sub and Second Merger Sub for the Registration Statement; and (b) none of the Company and its respective Representatives have made
any representation or warranty as to the Target Companies, or this Agreement, except as expressly set forth in this Agreement
(including the related portions of the Company Disclosure Schedules) or in any certificate delivered to Purchaser pursuant
hereto.
4.21 Trust
Account. As of August 18, 2023, Purchaser had an amount of assets in the Trust Account of no less than $49,795,136. The funds
held in the Trust Account are invested in U.S. government securities or money market funds meeting certain conditions under Rule
2a-7 promulgated under the Investment Company Act and held in trust pursuant to the Trust Agreement. The Trust Agreement is in full
force and effect and is a legal, valid and binding obligation of Purchaser and the Trustee, enforceable in accordance with its
terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and no
such termination, repudiation, rescission, amendment, supplement or modification is contemplated. Purchaser has complied with the
terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement
any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by Purchaser or the
Trustee. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten,
express or implied) that would cause the description of the Trust Agreement in the SEC Reports to be inaccurate in any material
respect or, to the Knowledge of Purchaser, that would entitle any Person (other than (i) in respect of deferred underwriting
commissions set forth in Schedule 4.21 or Taxes, (ii) the holders of Purchaser Securities prior to the Effective Time who
shall have elected to redeem their Purchaser Ordinary Shares pursuant to the Purchaser’s Organizational Documents or in
connection with an amendment thereof to extend Purchaser’s deadline to consummate a Business Combination or (iii) if Purchaser
fails to complete a Business Combination within the allotted time period and liquidates the Trust Account, subject to the terms of
the Trust Agreement, Purchaser in limited amounts to permit Purchaser to pay the expenses of the Trust Account’s liquidation
and dissolution, and then Purchaser’s Public Shareholders) to any portion of the funds in the Trust Account. Prior to the
Closing, none of the funds held in the Trust Account have been released, except to pay Taxes from any interest income earned in the
Trust Account, and to redeem Purchaser Ordinary Shares pursuant to the Purchaser’s Organizational Documents, or in connection
with an amendment thereof to extend Purchaser’s deadline to consummate a Business Combination. As of the date of this
Agreement, there are no Actions pending or, to the Knowledge of Purchaser, threatened with respect to the Trust Account. Upon
consummation of the Mergers and notice thereof to the Trustee pursuant to the Trust Agreement, Purchaser shall cause the Trustee to,
and the Trustee shall thereupon be obligated to, release to Purchaser as promptly as practicable, the funds held in the Trust
Account in accordance with the Trust Agreement at which point the Trust Account shall terminate; provided, however, that the
liabilities and obligations of Purchaser due and owing or incurred at or prior to the Effective Time shall be paid as and when due,
including all amounts payable (a) to holders of Purchaser Public Units who exercises such holder’s redemption rights in
accordance with the Purchaser’s Organizational Documents with respect to its Purchaser Ordinary Shares in connection with the
Transactions contemplated hereby, (b) to the Trustee for fees and costs incurred in accordance with the Trust Agreement and (c) with
respect to filings, applications and/or other actions taken pursuant to this Agreement or required under Law.
4.22 Registration
and Listing. The issued and outstanding Purchaser Public Units are registered pursuant to Section 12(b) of the Exchange Act and
are listed for trading on the Nasdaq under the symbol “FNVTU.” The issued and outstanding shares of Purchaser Ordinary
Shares that were included as part of the Purchaser Public Units are registered pursuant to Section 12(b) of the Exchange Act and are
listed for trading on the Nasdaq under the symbol “FNVT.” The issued and outstanding Purchaser Public Warrants that were
included as part of the Purchaser Units are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on
the Nasdaq under the symbol “FNVTW.” As of the date of this Agreement, Purchaser has not received notice from Nasdaq
that it is not currently in compliance with applicable continued listing requirements related to the Purchaser Securities. None of
Purchaser or any of its Affiliates has taken any action in an attempt to terminate the registration of the Purchaser Units, the
Purchaser Ordinary Shares or the Purchaser Public Warrants under the Exchange Act.
4.23 Termination
of Prior Merger Agreements. As of the date of this Agreement, other than this Agreement, Purchaser is not a party to, or subject
to, or has any obligations or Liabilities under, or otherwise bound by, any Contract related to merger, consolidation, acquisition
of equity interests or assets, or any other form of business combination (each such Contract, a “Prior Merger
Agreement”), or any amendment of any such Prior Merger Agreement from time to time, or any ancillary documents entered
into by the Purchaser in connection with the transactions contemplated under the foregoing.
ARTICLE
V
REPRESENTATIONS
AND WARRANTIES OF PUBCO, FIRST MERGER SUB AND SECOND MERGER SUB
Pubco
hereby, and each of First Merger Sub and Second Merger Sub represent and warrant to Purchaser, as of the date hereof and as of the Closing,
as follows:
5.1 Organization
and Standing. Each of Pubco, First Merger Sub and Second Merger Sub is an exempted company duly incorporated, validly existing
and in good standing under the laws of the jurisdiction of its incorporation or organization. Each of Pubco, First Merger Sub and
Second Merger Sub has all requisite corporate power and authority to own, lease and operate its properties and to carry on its
business as now being conducted. Each of Pubco, First Merger Sub and Second Merger Sub is duly qualified or licensed and in good
standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of
the business conducted by it makes such qualification or licensing necessary. Pubco, First Merger Sub and Second Merger Sub have
heretofore made available to Purchaser and the Company accurate and complete copies of the Organizational Documents of Pubco, First
Merger Sub and Second Merger Sub, each as currently in effect. None of Pubco, First Merger Sub or Second Merger Sub is in violation
of any provision of its Organizational Documents in any material respect.
5.2 Authorization;
Binding Agreement. Subject to the filing of the Amended Pubco Charter, each of Pubco, First Merger Sub and Second Merger Sub has
all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a
party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The
execution and delivery of this Agreement and each Ancillary Document to which each of Pubco, First Merger Sub and Second Merger Sub
is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all
necessary corporate actions and no other corporate proceedings, other than as expressly set forth elsewhere in the Agreement
(including the filing of the Amended Pubco Charter), on the part of Pubco, First Merger Sub or Second Merger Sub are necessary to
authorize the execution and delivery of this Agreement and each Ancillary Document to which each of Pubco, First Merger Sub and
Second Merger Sub is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each
Ancillary Document to which Pubco, First Merger Sub or Second Merger Sub is a party has been or shall be when delivered, duly and
validly executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Agreement and such
Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding
obligation of such Party, enforceable against such Party in accordance with its terms, subject to the Enforceability
Exceptions.
5.3 Governmental
Approvals. No Consent of or with any Governmental Authority, on the part of Pubco, First Merger Sub or Second Merger Sub is
required to be obtained or made in connection with the execution, delivery or performance by such Party of this Agreement and each
Ancillary Document to which it is a party or the consummation by such Party of the transactions contemplated hereby and thereby,
other than (a) pursuant to Antitrust Laws, (b) such filings as are expressly contemplated by this Agreement, including the Amended
Pubco Charter, (c) any filings required with Nasdaq or the SEC with respect to the transactions contemplated by this Agreement, (d)
applicable requirements, if any, of the Securities Act, the Exchange Act, and/ or any state “blue sky” securities Laws,
and the rules and regulations thereunder, and (e) where the failure to obtain or make such Consents or to make such filings or
notifications, would not reasonably be expected to have a Material Adverse Effect on Pubco.
5.4 Non-Contravention.
The execution and delivery by Pubco, First Merger Sub and Second Merger Sub of this Agreement and each Ancillary Document to which
it is a party, the consummation by such Party of the transactions contemplated hereby and thereby, and compliance by such Party with
any of the provisions hereof and thereof, will not (a) subject to the filing of the Amended Pubco Charter, conflict with or violate
any provision of such Party’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities
referred to in Section 5.4 hereof, and the waiting periods referred to therein having expired, and any condition precedent to
such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to such Party or any of
its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which,
with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension,
cancellation or modification of, (iv) accelerate the performance required by such Party under, (v) result in a right of termination
or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation
of any Lien (other than a Permitted Lien) upon any of the properties or assets of such Party under, (viii) give rise to any
obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a
default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or
performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or
provisions of, any material Contract of such Party, except for any deviations from any of the foregoing clauses (a), (b) or (c) that
would not reasonably be expected to have a Material Adverse Effect on Pubco.
5.5 Capitalization.
As of the date hereof, (i) the authorized share capital of Pubco is US$50,000 divided into 500,000,000 Pubco Ordinary Shares, of
which one (1) Pubco Ordinary Share is issued and outstanding, and held by the Company, (ii) the authorized share capital of First
Merger Sub is US$50,000 divided into 500,000,000 ordinary shares of First Merger Sub, of which one (1) share is issued and
outstanding and held by Pubco, and (iii) the authorized share capital of Second Merger Sub is US$50,000 divided into 500,000,000
shares of one class of Second Merger Sub, of which one (1) ordinary share is issued and outstanding and held by Pubco. Prior to
giving effect to the transactions contemplated by this Agreement, other than First Merger Sub and Second Merger Sub, Pubco does not
have any Subsidiaries or own any equity interests in any other Person.
5.6 Activities
of Pubco, First Merger Sub and Second Merger Sub Activities. Since their formation or incorporation (as applicable), Pubco,
First Merger Sub and Second Merger Sub have not engaged in any business activities other than as contemplated by this Agreement, do
not own directly or indirectly any ownership, equity, profits or voting interest in any Person (other than Pubco’s 100%
ownership of First Merger Sub and Second Merger Sub) and have no assets or Liabilities except those incurred in connection with this
Agreement and the Ancillary Documents to which they are a party and the Transactions, and, other than their respective
Organizational Documents, this Agreement and the Ancillary Documents to which they are a party, Pubco, First Merger Sub and Second
Merger Sub are not party to or bound by any Contract.
5.7 Finders
and Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from
Purchaser, Pubco, the Target Companies or any of their respective Affiliates in connection with the transactions contemplated hereby
based upon arrangements made by or on behalf of Pubco, First Merger Sub or Second Merger Sub.
5.8 Investment
Company Act. Pubco is not an “investment company” or, a Person directly or indirectly controlled by or acting on
behalf of a person subject to registration and regulation as an “investment company”, in each case within the meanings
of the Investment Company Act.
5.9 Information
Supplied. None of the information supplied or to be supplied by Pubco, First Merger Sub or Second Merger Sub expressly for
inclusion or incorporation by reference: (a) in any Current Report on Form 8-K or 6-K, and any exhibits thereto or any other report,
form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the transactions
contemplated by this Agreement or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other
distributions to Purchaser’s or Pubco’s shareholders and/or prospective investors with respect to the consummation of
the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) through (c), will, when
filed, made available, mailed or distributed, as the case may be, contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they are made, not misleading. None of the information supplied or to be supplied by Pubco, First Merger Sub or Second
Merger Sub expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the
Closing Filing and the Closing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein,
in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, none of Pubco, First Merger
Sub or Second Merger Sub makes any representation, warranty or covenant with respect to any information supplied by or on behalf of
Purchaser, the Target Companies or any of their respective Affiliates.
5.10 Independent
Investigation. Each of Pubco, First Merger Sub and Second Merger Sub has conducted its own independent investigation, review and
analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies and Purchaser
and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and
other documents and data of the Target Companies and Purchaser for such purpose. Each of Pubco, First Merger Sub and Second Merger
Sub acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions
contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company
and Purchaser set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the Purchaser
Disclosure Schedules) and in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub pursuant hereto, and the
information provided by or on behalf of the Company or Purchaser for the Registration Statement; and (b) none of the Company,
Purchaser or their respective Representatives have made any representation or warranty as to the Target Companies, Purchaser or this
Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and
the Purchaser Disclosure Schedules) or in any certificate delivered to Pubco, First Merger Sub or Second Merger Sub pursuant
hereto.
5.11 Exclusivity
of Representations and Warranties. Except as otherwise expressly provided in this Article V, Pubco, First Merger Sub and Second
Merger Sub hereby expressly disclaim and negate any other express or implied representation or warranty whatsoever (whether at Law
or in equity) with respect to Pubco, First Merger Sub and Second Merger Sub, and any matter relating to any of them, including their
affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect
to the accuracy or completeness of any other information made available to the Purchaser, its Affiliates or any of their respective
Representatives by, or on behalf of, Pubco, First Merger Sub or Second Merger Sub, and any such representations or warranties are
expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of
PubCo, First Merger Sub or Second Merger Sub nor any other person on behalf of PubCo, First Merger Sub or Second Merger Sub has made
or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or
budgets made available to the Purchaser, its Affiliates or any of their respective Representatives of future revenues, future
results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of
PubCo, First Merger Sub or Second Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing),
whether or not included in any management presentation or in any other information made available to the Purchaser, its Affiliates
or any of their respective Representatives or any other Person, and any such representations or warranties are expressly
disclaimed.
ARTICLE
VI
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Except
as set forth in the disclosure schedules delivered by the Company to, and accepted by, Purchaser on the date hereof (the “Company
Disclosure Schedules”), each of which qualifies (a) the correspondingly numbered representation, warranty or covenant specified
therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes
of) such other representation, warranty or covenant is reasonably apparent on its face or cross-referenced, the Company hereby represents
and warrants to Purchaser as of the date hereof and as of the Closing, as follows:
6.1 Organization
and Standing. The Company is an exempted company duly organized, validly existing and in good standing under the Laws of the
Cayman Islands and has all requisite corporate or other entity power and authority to own, lease and operate its properties and to
carry on its business as now being conducted. Each other Target Company is a corporation or other entity duly formed, validly
existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate or other entity
power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each Target
Company is duly qualified or licensed and in good standing in the jurisdiction in which it is incorporated or registered and in each
other jurisdiction where it does business or operates to the extent that the character of the property owned, or leased or operated
by it or the nature of the business conducted by it makes such qualification or licensing necessary, except for such failures to be
so qualified or licensed and in good standing that would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect on the Company. Schedule 6.1 lists all jurisdictions in which each Target Company is qualified to
conduct business and all names other than its legal name under which any Target Company does business. The Company has provided to
Purchaser accurate and complete copies of the Organizational Documents of each Target Company, each as amended to date and as
currently in effect. No Target Company is in violation of any provision of its Organizational Documents in any material
respect.
6.2 Authorization;
Binding Agreement. The Company has all requisite corporate power and authority to execute and deliver this Agreement and each
Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder
and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Shareholder Approval.
The execution and delivery of this Agreement and each Ancillary Document to which the Company is or is required to be a party and
the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the board of
directors and/or shareholders of the Company (if applicable) in accordance with the Company’s Organizational Documents, the
Cayman Companies Act, any other applicable Law or any Contract to which the Company or any of its shareholders is a party or by
which it or its securities are bound, subject to obtaining the Required Company Shareholder Approval, and (b) other than the
Required Company Shareholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize the
execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions
contemplated hereby and thereby (other than the filing and recordation of appropriate merger documents as required by the Cayman
Companies Act). This Agreement has been, and each Ancillary Document to which the Company is or is required to be a party shall be
when delivered, duly and validly executed and delivered by the Company and assuming the due authorization, execution and delivery of
this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall
constitute, the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms,
subject to the Enforceability Exceptions. The Company’s board of directors, either (A) at a duly called and held meeting or
(B) by way of written resolution, has unanimously (i) determined that this Agreement and the Merger and the other transactions
contemplated hereby are advisable, fair to, and in the best commercial interests of, the Company and its shareholders, (ii) approved
this Agreement and the Merger and the other transactions contemplated by this Agreement, upon the terms and subject to the
conditions set forth herein and in accordance with the Cayman Companies Act, (iii) directed that this Agreement be submitted to the
Company’s shareholders for adoption and (iv) resolved to recommend that the Company shareholders adopt this
Agreement.
6.3
Capitalization.
(a)
As of the date hereof, the authorized share capital of the Company is $50,000 divided into 5,000,000,000 ordinary shares, par value $0.00001.
Immediately following the Reorganization, the authorized share capital of the Company will be $US$50,000 divided into (i) 4,968,808,414
ordinary shares, par value US$0.00001 per share (the “Company Ordinary Shares”), (ii) 13,613,762 Series Angel
preferred shares, par value US$0.00001 per share, (iii) 12,495,711 Series Pre-A preferred shares, par value US$0.00001 per share, and
(iv) 5,082,112 Series A preferred shares, par value US$0.0001 per share (collectively, the “Company Preferred Shares”),
as provided in the Reorganization Documents. Prior to giving effect to the transactions contemplated by this Agreement, all of the issued
and outstanding Company Ordinary Shares and other equity interests of the Company are set forth on Schedule 6.3(a)(i), along with
the beneficial and record owners thereof, all of which shares and other equity interests are owned free and clear of any Liens other
than those imposed under the Company Organizational Documents and applicable securities Laws. All of the issued and outstanding Company
Ordinary Shares and other equity interests of the Company immediately following the Reorganization are set forth on Schedule 6.3(a)(ii),
along with the beneficial and record owners thereof. As of the date of this Agreement, there are no issued or outstanding Company Preferred
Shares. Except as set forth on Schedule 6.3(a), all outstanding shares of Company Securities (i) are duly authorized, validly issued,
fully paid and non-assessable and not subject to or issued in violation of any purchase option, right of first refusal, preemptive right,
subscription right or any similar right under any provision of the Companies Act, Company’s Organizational Documents or any Contract
to which Company is a party and (ii) are free and clear of all Liens and other restrictions (including any restriction on the right to
vote, sell or otherwise dispose of such Company Securities). None of the outstanding Company Securities has been issued in violation
of any applicable securities Laws. Except as set forth on Schedule 6.3, prior to giving effect to the transactions contemplated
by this Agreement, the Company does not have any Subsidiaries or own any equity interests in any other Person. After giving effect to
the First Merger, Pubco shall own all of the issued and outstanding equity interests of the Company free and clear of any Liens other
than those imposed under the Company Organizational Documents and applicable securities Laws. The Company does not, directly or indirectly,
hold any of its shares or other equity interests in treasury.
(b)
As of the date hereof, except as set forth on Schedule 6.3 (b), there are no Company Convertible Securities or preemptive rights
or rights of first refusal or first offer, nor are there any Contracts, commitments, arrangements or restrictions to which the Company
is a party or bound relating to any equity securities of the Company, whether or not outstanding. There are no outstanding or authorized
equity appreciation, phantom equity or similar rights with respect to the Company. Except as set forth on Schedule 6.3 (b), to
the knowledge of the Company, there are no voting trusts, proxies, shareholder agreements or any other written agreements or understandings
with respect to the voting of the Company’s equity interests. Except as set forth in the Company’s Organizational Documents,
there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any of its equity interests
or securities, nor has the Company granted any registration rights to any Person with respect to its equity securities. All of the issued
and outstanding securities of the Company have been granted, offered, sold and issued in compliance with all applicable securities Laws.
As a result of the consummation of the transactions contemplated by this Agreement, no equity interests of the Company are issuable and
no rights in connection with any interests, warrants, rights, options or other securities of the Company accelerate or otherwise become
triggered (whether as to vesting, exercisability, convertibility or otherwise).
(c)
Except as disclosed in the Company Financials or the transactions contemplated by the Reorganization Documents or as set forth on Schedule
6.3 (c), since its inception, the Company has not declared or paid any distribution or dividend in respect of its equity interests
and has not repurchased, redeemed or otherwise acquired any equity interests of the Company, and the board of directors of the Company
has not authorized any of the foregoing.
6.4
Subsidiaries. Schedule 6.4 sets forth the corporate structure chart specifying all Subsidiaries of the Company, and
with respect to each Subsidiary (a) its jurisdiction of organization, and (b) its authorized shares or other equity interests (if applicable),
(c) the number of issued and outstanding shares or other equity interests and the record holders and (d) its Tax election to be treated
as a corporate or a disregarded entity under the Code and any state or applicable non-U.S. Tax laws, if any. All of the outstanding equity
securities of each Subsidiary of the Company are duly authorized and validly issued, fully paid and non-assessable (if applicable), and
were offered, sold and delivered in compliance with all applicable securities Laws, and owned by one or more of the Target Companies
free and clear of all Liens (other than those, if any, imposed by such Subsidiary’s Organizational Documents). There are no Contracts
to which the Company or any of its Affiliates is a party or bound with respect to the voting (including voting trusts or proxies) of
the equity interests of any Subsidiary of the Company other than the Organizational Documents of any such Subsidiary. There are no outstanding
or authorized options, warrants, rights, agreements, subscriptions, convertible securities or commitments to which any Subsidiary of
the Company is a party or which are binding upon any Subsidiary of the Company providing for the issuance or redemption of any equity
interests of any Subsidiary of the Company. There are no outstanding equity appreciation, phantom equity, profit participation or similar
rights granted by any Subsidiary of the Company. No Subsidiary of the Company has any limitation, whether by Contract, Order or applicable
Law, on its ability to make any distributions or dividends to its equity holders or repay any debt owed to another Target Company. Except
for the equity interests of the Subsidiaries listed on Schedule 6.4, the Company does not own or have any rights to acquire, directly
or indirectly, any equity interests of, or otherwise Control, any Person. No Target Company is a participant in any joint venture, partnership
or similar arrangement. There are no outstanding contractual obligations of a Target Company to provide funds to, or make any investment
(in the form of a loan, capital contribution or otherwise) in, to any other Person.
6.5 Governmental
Approvals. Except as otherwise described on Schedule 6.5, as the date hereof, no Consent of or filing with any
Governmental Authority on the part of any Target Company is required to be obtained or made in connection with the execution,
delivery or performance by the Company of this Agreement or any Ancillary Documents or the consummation by the Company of the
transactions contemplated hereby or thereby other than (a) such filings as expressly contemplated by this Agreement or otherwise in
accordance with the Cayman Companies Act, (b) any filings required with Nasdaq or the SEC with respect to the Transactions, (c)
applicable requirements, if any, of the Securities Act, the Exchange Act, and/ or any state “blue sky” securities Laws,
and the rules and regulations thereunder, (d) the filings required with the China Securities Regulatory Commission (the
“CSRC”) with respect to the Transactions, and (e) those Consents, the failure of which to obtain prior to the
Closing, would not individually or in the aggregate reasonably be expected to be material to the Target Companies, taken as a whole,
or the ability of the Company to perform its obligations under this Agreement or the Ancillary Documents to which it is or required
to be a party or otherwise bound.
6.6 Non-Contravention.
Except as otherwise described in Schedule 6.6, the execution and delivery by the Company (or any other Target Company, as
applicable) of this Agreement and each Ancillary Document to which any Target Company is or is required to be a party or otherwise
bound, and the consummation by any Target Company of the transactions contemplated hereby and thereby and compliance by any Target
Company with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Target
Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section
6.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having
been satisfied, conflict with or violate any Law, Order or Consent applicable to any Target Company or any of its properties or
assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or
lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or
modification of, (iv) accelerate the performance required by any Target Company under, (v) result in a right of termination or
acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of
any Lien (other than a Permitted Lien) upon any of the properties or assets of any Target Company under, (viii) give rise to any
obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a
default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or
performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or
provisions of any Company Material Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would
not reasonably be expected to have a Material Adverse Effect.
6.7
Financial Statements.
(a)
As used herein, the term “Company Financials” means the unaudited consolidated financial statements of the
Target Companies (which do not contain notes) consisting of the consolidated balance sheets of the Target Companies as of June 30, 2023
(the “Balance Sheet Date”) and June 30, 2022 and the related consolidated income statements, changes in shareholder
equity and statements of cash flows for the fiscal years then ended. True and correct copies of the Company Financials have been provided
to Purchaser. The Company Financials (i) accurately reflect the books and records of the Target Companies as of the times and for the
periods referred to therein in all material respects, (ii) were prepared in accordance with GAAP, consistently applied throughout and
among the periods involved (except that the unaudited statements exclude the footnote disclosures and other presentation items required
for GAAP and exclude year-end adjustments which will not be material in amount), (iii) comply with all applicable accounting requirements
under the Securities Act and the rules and regulations of the SEC thereunder and (iv) fairly present in all material respects the consolidated
financial position of the Target Companies as of the respective dates thereof and the consolidated results of the operations and cash
flows of the Target Companies for the periods indicated. No Target Company has ever been subject to the reporting requirements of Sections
13(a) and 15(d) of the Exchange Act.
(b)
Each Target Company maintains accurate books and records reflecting its assets and Liabilities and maintains proper and adequate internal
accounting controls that provide reasonable assurance that (i) such Target Company does not maintain any off-the-book accounts and that
such Target Company’s assets are used only in accordance with such Target Company’s management directives, (ii) transactions
are executed with management’s authorization, (iii) transactions are recorded as necessary to permit preparation of the financial
statements of such Target Company and to maintain accountability for such Target Company’s assets, (iv) access to such Target Company’s
assets is permitted only in accordance with management’s authorization, (v) the reporting of such Target Company’s assets
is compared with existing assets at regular intervals and verified for actual amounts, (vi) accounts, notes and other receivables and
inventory are recorded accurately and proper and adequate procedures are implemented to effect the collection of accounts, notes and
other receivables on a current and timely basis. All of the financial books and records of the Target Companies are complete and accurate
in all material respects and have been maintained in the ordinary course consistent with past practice and in accordance with applicable
Laws. No Target Company has been subject to or involved in any material fraud that involves management or other employees who have a
significant role in the internal controls over financial reporting of any Target Company. For the past two (2) years, no Target Company
or its Representatives has received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices,
procedures, methodologies or methods of any Target Company or its internal accounting controls, including any material written complaint,
allegation, assertion or claim that any Target Company has engaged in questionable accounting or auditing practices.
(c)
Except as and to the extent set forth in the Company Financials, the Target Companies do not have any Indebtedness required to be reflected
on a balance sheet prepared in accordance with GAAP, except for: (i) liabilities that were incurred in the ordinary course of business
of the Target Companies and each Target Company, as applicable, since the Balance Sheet Date (ii) obligations for future performance
under any contract to which any Target Company is a party, or (iii) such other liabilities and obligations which would not, individually
or in the aggregate, be material and adverse to the Target Companies taken as a whole. Except as disclosed on Schedule 6.7 (c),
no Indebtedness of any Target Company contains any restriction upon (i) the prepayment of any of such Indebtedness, (ii) the incurrence
of Indebtedness by any Target Company, or (iii) the ability of the Target Companies to grant any Lien on their respective properties
or assets.
(d)
Except as set forth in the Company Financials, no Target Company is subject to any Liabilities or obligations (whether or not required
to be reflected on a balance sheet prepared in accordance with GAAP), including any off-balance sheet obligations or any “variable
interest entities” (within the meaning Accounting Standards Codification 810), except for those that are either (i) adequately
reflected or reserved on or provided for in the consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet
Date contained in the Company Financials or (ii) not material and that were incurred after the Balance Sheet Date in the ordinary course
of business consistent with past practice (other than Liabilities for breach of any Contract or violation of any Law).
(e)
All financial projections with respect to the Target Companies that were delivered by or on behalf of the Company to the Purchaser or
its Representatives were prepared in good faith using assumptions specified therein that the Company believes to be reasonable.
(f)
All accounts, notes and other receivables, whether or not accrued, and whether or not billed, of the Target Companies (the “Accounts
Receivable”) arose from sales actually made or services actually performed in the ordinary course of business and represent
valid obligations to a Target Company arising from its business. None of the Accounts Receivable are subject to any right of recourse,
defense, deduction, return of goods, counterclaim, offset, or set off on the part of the obligor in excess of any amounts reserved therefore
on the Company Financials that could reasonably result in a Material Adverse Effect.
6.8 Absence
of Certain Changes. Except as set forth on Schedule 6.8 or for actions expressly contemplated by this Agreement or as
contemplated by the Reorganization, since June 30, 2023, each Target Company: (a) has conducted its business only in the ordinary
course of business consistent with past practice, (b) has not been subject to a Material Adverse Effect and (c) has not taken any
action or committed or agreed to take any action that would be prohibited by Section 7.2(b) (without giving effect to Schedule
7.2) if such action were taken on or after the date hereof without the consent of the Purchaser.
6.9 Compliance
with Laws. Except as set forth on Schedule 6.9, no Target Company is or has been in material conflict or material
non-compliance with, or in material default or violation of, nor has any Target Company received, since their respective inception,
any written or, to the Knowledge of the Company, oral notice of any material conflict or non-compliance with, or material default or
violation of, any applicable Laws by which it is or any of its properties, assets, employee, businesses or operations are or were
bound or affected. There are no any existing PRC laws, regulations or policies that have a Material Adverse Effect on the continuity
of the business operation of the Target Companies.
6.10 Company
Permits. Each Target Company (and its employees who are legally required to be licensed by a Governmental Authority in order to
perform his or her duties with respect to his or her employment with any Target Company) holds all Permits necessary to lawfully
conduct in all material respects its business as presently conducted, and to own, lease and operate its assets and properties
(collectively, the “Company Permits”). The Company has made available to Purchaser true, correct and
complete copies of all material Company Permits, all of which material Company Permits are listed on Schedule 6.10. All of
the Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permits is pending or, to
the Company’s Knowledge, threatened in writing. No Target Company is in violation in any material respect of the terms of any
Company Permit, and no Target Company has received any written or, to the Knowledge of the Company, oral notice of any Actions
relating to the revocation or modification of any Company Permit.
6.11 Litigation.
Except as described on Schedule 6.11, since Nanjing Scage’s inception, there is no (a) Action of any nature currently
pending or, to the Company’s Knowledge, threatened, nor is there any reasonable basis for any such Action to be made, and no
such Action has been brought or, to the Company’s Knowledge, threatened; or (b) Order now pending or outstanding or that was
rendered by a Governmental Authority, in either case of (a) or (b) by or against any Target Company, its current or former
directors, officers or equity holders (provided, that any litigation involving the directors, officers or equity holders of a Target
Company must be related to the Target Company’s business, equity securities or assets), its business, equity securities or
assets. The items listed on Schedule 6.11, if finally determined adversely to the Target Companies, will not have, either
individually or in the aggregate, a Material Adverse Effect upon any Target Company. Since Nanjing Scage’s inception, to the
knowledge of the Company, none of the current or former officers, senior management or directors of any Target Company have been
charged with, indicted for, arrested for, or convicted of any felony or any crime involving fraud.
6.12
Material Contracts.
(a)
Schedule 6.12(a) sets forth a true, correct and complete list of, and the Company has made available to Purchaser (including written
summaries of oral Contracts), true, correct and complete copies of each Contract (subject to redactions only to the extent necessary
to avoid disclosure of any confidential and proprietary information of the Target Companies) currently in effect to which any Target
Company is a party or by which any Target Company, or any of its properties or assets are bound or affected (each Contract required to
be set forth on Schedule 6.12(a), a “Company Material Contract”) that:
(i)
contains covenants that limit the ability of any Target Company (A) to compete in any line of business or with any Person or in any geographic
area or to sell, or provide any service or product or solicit any Person, including any non-competition covenants, employee and customer
non-solicit covenants, exclusivity restrictions, rights of first refusal or most-favored pricing clauses or (B) to purchase or acquire
an interest in any other Person;
(ii)
relates to the formation, creation, operation, management or control of any joint venture, profit-sharing, partnership, limited liability
company or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership
or joint venture;
(iii)
involves any exchange traded, over the counter or other swap, cap, floor, collar, futures contract, forward contract, option or other
derivative financial instrument or Contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature
whatsoever, whether tangible or intangible, including currencies, interest rates, foreign currency and indices other than those entered
into in the ordinary course of business of the Target Companies on behalf of a customers or any ordinary course transactions;
(iv)
evidences Indebtedness (whether incurred, assumed, guaranteed or secured by any asset) of any Target Company having an outstanding principal
amount in excess of $300,000;
(v)
involves the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets with an aggregate value in excess
of $1,500,000 (other than in the ordinary course of business consistent with past practice) or shares or other equity interests of any
Target Company or another Person;
(vi)
relates to any merger, consolidation or other business combination with any other Person or the acquisition or disposition of any other
entity or its business or material assets or the sale of any Target Company, its business or material assets;
(vii)
by its terms, individually or with all related Contracts, calls for aggregate payments or receipts by the Target Companies under such
Contract or Contracts of at least $300,000 per year or $1,500,000 in the aggregate;
(viii)
is with any Top Customer or Top Supplier;
(ix)
obligates the Target Companies to provide continuing indemnification or a guarantee of obligations of a third party after the Effective
Time in excess of $100,000;
(x)
is between any (A) Target Company and (B) any directors, officers or employees of a Target Company (other than at will employment, arrangements
with employees entered into in the ordinary course of business consistent with past practice), including all non-competition, severance
and indemnification agreements, or any Related Person;
(xi)
obligates the Target Companies to make any capital commitment or expenditure in excess of $250,000 (including pursuant to any joint venture);
(xii)
relates to a settlement of any Action for an amount greater than $100,000 entered into within three (3) years prior to the date of this
Agreement or under which any Target Company has outstanding obligations (other than customary confidentiality obligations);
(xiii)
provides another Person (other than another Target Company or any manager, director or officer of any Target Company) with a power of
attorney;
(xiv)
relates to the development, ownership, licensing or use of any Intellectual Property by, to or from any Target Company, other than (A)
Off the Shelf Software, (B) non-exclusive licenses granted to Company’s customers in the ordinary course, (C) non-disclosure agreements
entered into in the ordinary course, or (D) non-exclusive licenses that are merely incidental to the transaction contemplated in such
license, including contracts that include an incidental license to use the trademarks of the Company for marketing or advertising purposes;
(xv)
that will be required to be filed with the Registration Statement under applicable SEC requirements or would otherwise be required to
be filed by the Company as an exhibit for a Form S-1 pursuant to Items 601(b)(1), (2), (4), (9) or (10) of Regulation S-K under the Securities
Act as if the Company was the registrant; or
(xvi)
is otherwise material to any Target Company and not described in clauses (i) through (xv) above.
(b)
Except as disclosed in Schedule 6.12(b), with respect to each Company Material Contract: (i) such Company Material Contract is
valid and binding and enforceable in all material respects against the Target Company and, to the Knowledge of the Company, each other
party thereto, and is in full force and effect (except, in each case, as such enforcement may be limited by the Enforceability Exceptions);
(ii) the consummation of the transactions contemplated by this Agreement will not affect the validity or enforceability of any Company
Material Contract; (iii) no Target Company is in material breach or default in any material respect, no event has occurred that with
the passage of time or giving of notice or both would constitute a material breach or default by any Target Company, or permit termination
or acceleration by the other party thereto, under such Company Material Contract; (iv) to the Knowledge of the Company, no other party
to such Company Material Contract is in material breach or default in any material respect, and no event has occurred that with the passage
of time or giving of notice or both would constitute such a material breach or default by such other party, or permit termination or
acceleration by any Target Company, under such Company Material Contract; (v) no Target Company has received written or, to the Knowledge
of the Company, oral notice of an intention by any party to any such Company Material Contract that provides for a continuing obligation
by any party thereto to terminate such Company Material Contract or materially amend the terms thereof, other than modifications in the
ordinary course of business that do not adversely affect the Target Companies, taken as a whole, in any material respect; and (vi) no
Target Company has waived any rights under any such Company Material Contract.
(c)
The Target Companies have entered into valid and enforceable contracts with their cooperative manufacturers to ensure the continuity
of the manufacturing of the new energy road and off-road vehicles.
6.13
Intellectual Property.
(a)
Schedule 6.13(a) sets forth: as the date hereof, (i) all U.S. and foreign registered Patents, Trademarks, Copyrights and Internet
Assets and applications owned or licensed by a Target Company or otherwise used or held for use by a Target Company in which a Target
Company is the owner, applicant or assignee (“Company Registered IP”), specifying as to each item, as applicable:
(A) the nature of the item, including the title, (B) the owner of the item, (C) the jurisdictions in which the item is issued or registered
or in which an application for issuance or registration has been filed and (D) the issuance, registration or application numbers and
dates; and (ii) all material unregistered Intellectual Property owned or purported to be owned by a Target Company. Schedule 6.13(a)(ii)
sets forth all Intellectual Property licenses, sublicenses and other agreements or permissions (“Company IP Licenses”)
(other than (i) “shrink wrap,” “click wrap,” and “off the shelf” software agreements and other agreements
for Software commercially available to the public generally (collectively, “Off-the-Shelf Software”) and (ii)
licenses, sublicenses and other agreements or permissions for any Target Company to use Intellectual Property owned by any third party
specified in commercial agreements (including supply agreements) entered into in the ordinary course of business of the Target Companies,
which are not required to be listed, although such licenses are “Company IP Licenses” as that term is used herein), under
which a Target Company is a licensee or otherwise is authorized to use or practice any material Intellectual Property. Each Target Company
owns, free and clear of all Liens (other than Permitted Liens), has valid and enforceable rights in, and has valid and enforceable rights
to use, sell, license, transfer or assign, all material Intellectual Property currently used, licensed or held for use by such Target
Company, except for the Intellectual Property that is the subject of the Company IP Licenses. No item of Company Registered IP that consists
of a pending Patent application fails to identify all pertinent inventors, and for each Patent and Patent application in the Company
Registered IP, the Target Companies have obtained valid assignments of inventions from each inventor. Except as set forth on Schedule
6.13(a)(iii), all Company Registered IP is owned exclusively by the applicable Target Company without obligation to pay royalties,
licensing fees or other fees, or otherwise account to any third party with respect to such Company Registered IP, and such Target Company
has recorded assignments of all Company Registered IP.
(b)
Each Target Company has a valid and enforceable license to use all material Intellectual Property that is the subject of the Company
IP Licenses applicable to such Target Company. The Company IP Licenses include all of the material licenses, sublicenses and other agreements
or permissions for material Intellectual Property necessary to operate the Target Companies as presently conducted. Each Target Company
has performed all material obligations imposed on it in the applicable Company IP Licenses, has made all payments required to date, and
such Target Company is not, nor, to the Knowledge of the Company, is any other party thereto, in material breach or default thereunder,
nor has any event occurred that with notice or lapse of time or both would constitute a material default thereunder. The continued use
by the Target Companies of the material Intellectual Property that is the subject of the Company IP Licenses in the same manner that
it is currently being used is not restricted by any applicable license of any Target Company. All registrations for material Copyrights,
Patents, Trademarks and Internet Assets that are owned by or exclusively licensed to any Target Company are valid, in force and in good
standing with all required fees and maintenance fees having been paid with no Actions pending, and all applications to register any material
Copyrights, Patents and Trademarks are pending and in good standing. No Target Company is party to any Contract that requires a Target
Company to assign to any Person all of its rights in any Intellectual Property developed by a Target Company under such Contract.
(c)
Schedule 6.13(c) sets forth all licenses, sublicenses and other agreements or permissions under which a Target Company is the
licensor (each, an “Outbound IP License”). Each Target Company has performed all material obligations imposed
on it in the Outbound IP Licenses, and such Target Company is not, nor, to the Knowledge of the Company, is any other party thereto,
in material breach or default thereunder, nor has any event occurred that with notice or lapse of time or both would constitute a material
default thereunder.
(d)
No Action is pending or, to the Company’s Knowledge, threatened against a Target Company that challenges the validity, enforceability,
ownership, or right to use, sell, license or sublicense, or that otherwise relates to, any material Intellectual Property currently owned,
licensed, used or held for use by the Target Companies for the Target Companies’ main businesses as currently conducted, nor, to
the Knowledge of the Company, is there any reasonable basis for any such Action. During the past two (2) years, no Target Company has
received any written or, to the Knowledge of the Company, oral notice or claim asserting or suggesting that any infringement, misappropriation,
violation, dilution or unauthorized use of the Intellectual Property of any other Person is or may be occurring or has or may have occurred,
as a consequence of the business activities of any Target Company, nor to the Knowledge of the Company is there a reasonable basis therefor.
There are no Orders to which any Target Company is a party or is otherwise bound that (i) restrict the rights of a Target Company to
use, transfer, license or enforce any material Intellectual Property owned by a Target Company, (ii) restrict the conduct of the business
of a Target Company in any material respects in order to accommodate a third Person’s Intellectual Property, or (iii) other than
the Outbound IP Licenses, grant any third Person any right with respect to any Intellectual Property owned by a Target Company. No Target
Company is currently infringing, or has, in the past two (2) years, infringed, misappropriated or violated any Intellectual Property
of any other Person in any material respect in connection with the ownership, use or license of any material Intellectual Property owned
or purported to be owned by a Target Company or, to the Knowledge of the Company, otherwise in connection with the conduct of the respective
businesses of the Target Companies. To the Company’s Knowledge, no third party is currently, or in the past two (2) years has been,
infringing upon, misappropriating or otherwise violating any Intellectual Property owned, licensed by, licensed to, or otherwise used
or held for use by any Target Company and material to the Target Companies’ businesses as currently conducted (“Company
IP”) in any material respect.
(e)
All officers, directors, employees and independent contractors of a Target Company (and each of their respective Affiliates) have assigned
to the Target Companies all material Intellectual Property arising from the services performed for a Target Company by such Persons,
and all such assignments have been recorded. To the Knowledge of the Company, no current or former officers, employees or independent
contractors of a Target Company have claimed in writing any ownership interest in any material Intellectual Property owned by a Target
Company. To the Knowledge of the Company, there has been no material violation of a Target Company’s policies or practices related
to protection of Company IP or any confidentiality or nondisclosure Contract relating to the Intellectual Property owned by a Target
Company. The Company has made available to the Purchaser true and complete copies of all written Contracts referenced in subsections
under which employees and independent contractors assigned the material Intellectual Property developed for a Target Company to a Target
Company. To the Company’s Knowledge, none of the employees of any Target Company is obligated under any Contract, or subject to
any Order, that would materially interfere with the use of such employee’s commercially reasonable efforts to promote the interests
of the Target Companies, or that would materially conflict with the businesses of the Target Companies taken as a whole as presently
conducted. Each Target Company has taken commercially reasonable security measures in order to protect the secrecy, confidentiality and
value of the material Company IP.
(f)
To the Knowledge of the Company, during the past two (2) years, no Person has obtained unauthorized access in any material respect to
third party information and data (including personally identifiable information) in the possession of a Target Company, nor has there
been any other material compromise of the security, confidentiality or integrity of such information or data, and no written or, to the
Knowledge of the Company, oral complaint relating to an improper use or disclosure of, or a breach in the security of, any such information
or data has been received by a Target Company. Each Target Company has complied in all material respects with all applicable Laws and
Contract requirements relating to privacy, personal data protection, and the collection, processing and use of personal information and
its own privacy policies and guidelines. The operation of the business of the Target Companies has not and does not violate any right
to privacy or publicity of any third person in any material respects, or constitute unfair competition or trade practices under applicable
Law.
(g)
To the Knowledge of the Company, the consummation of any of the transactions contemplated by this Agreement will not result in the material
breach, material modification, cancellation, termination, suspension of, or acceleration of any payments with respect to, or release
of source code because of (i) any Contract providing for the license or other use of material Intellectual Property owned by a Target
Company, or (ii) any Company IP License. Following the Closing, the Company shall be permitted to exercise, directly or indirectly through
its Subsidiaries, all of the Target Companies’ material rights under such Contracts or Company IP Licenses to the same or similar
extent that the Target Companies would have been able to exercise had the transactions contemplated by this Agreement not occurred, without
the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Target Companies would
otherwise be required to pay in the absence of such transactions.
6.14
Taxes and Returns.
(a)
Each Target Company has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns
required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete
in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required
to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established.
Each Target Company has complied in all material respects with all applicable Laws relating to Tax.
(b)
There is no Action currently pending or, to the Knowledge of the Company, threatened against a Target Company by a Governmental Authority
in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.
(c)
No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by
any Tax authority that any such audit is contemplated or pending. To the Knowledge of the Company, there are no claims, assessments,
audits, examinations, investigations or other Actions pending against a Target Company in respect of any material Tax, and no Target
Company has been notified in writing of any material proposed Tax claims or assessments against it (other than, in each case, claims
or assessments for which adequate reserves in the Company Financials have been established or are immaterial in amount).
(d)
There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens.
(e)
Each Target Company has collected or withheld all material Taxes currently required to be collected or withheld by it, and all such Taxes
have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due.
(f)
No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of
Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within
which to pay any Taxes shown to be due on any Tax Return.
(g)
No Target Company has made any change in Tax accounting method (except as required by a change in Law) or received a ruling from, or
signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the
Closing.
(h)
No Target Company has participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined
in U.S. Treasury Regulation section 1.6011-4.
(i)
No Target Company has any Liability for the Taxes of another Person (other than another Target Company) that are not adequately reflected
in the Company Financials (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise
(excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes).
No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar
agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose
of which is not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement
relating to Taxes with any Governmental Authority) that will be binding on any Target Company with respect to any period following the
Closing Date.
(j)
No Target Company has requested, or is it the subject of or bound by any private letter ruling, technical advice memorandum, closing
agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any material Taxes, nor is any such
request outstanding.
(k)
No Target Company: (i) has constituted either a “distributing corporation” or a “controlled corporation” (within
the meaning of Section 355(a)(1)(A) of the Code) in a distribution of securities (to any Person or entity that is not a member of the
consolidated group of which the Company is the common parent corporation) qualifying for, or intended to qualify for, Tax-free treatment
under Section 355 of the Code (A) within the two-year period ending on the date hereof or (B) in a distribution which could otherwise
constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the
Code) in conjunction with the transactions contemplated by this Agreement; or (ii) is or has ever been (A) a U.S. real property holding
corporation within the meaning of Section 897(c)(2) of the Code, or (B) a member of any consolidated, combined, unitary or affiliated
group of corporations for any Tax purposes other than a group of which the Company is or was the common parent corporation.
(l)
No Target Company is aware of any fact or circumstance that would reasonably be expected to prevent the Mergers from together qualifying
as an exchange described in Section 351 of the Code.
6.15
Real Property. Schedule 6.15 contains
a complete and accurate list of all premises currently leased or subleased or otherwise used or occupied by a Target Company for the
operation of the business of a Target Company, and of all current leases, lease guarantees, agreements and documents related thereto,
including all amendments, terminations and modifications thereof or waivers thereto (collectively, the “Company Real Property
Leases”), as well as the current annual rent and term under each Company Real Property Lease. The Company has provided
to the Purchaser a true and complete copy of each of the Company Real Property Leases, and in the case of any oral Company Real Property
Lease, a written summary of the material terms of such Company Real Property Lease. The Company Real Property Leases are valid, binding
and enforceable in accordance with their terms and are in full force and effect (except, in each case, as such enforcement may be limited
by the Enforceability Exceptions). To the Knowledge of the Company, no event has occurred which (whether with or without notice, lapse
of time or both or the happening or occurrence of any other event) would constitute a material default on the part of a Target Company
or any other party under any of the Company Real Property Leases, and no Target Company has received notice of any such condition. No
Target Company owns or has ever owned any real property or any interest in real property (other than the leasehold interests in the Company
Real Property Leases).
6.16 Personal
Property. Each item of Personal Property which is currently owned, used or leased by a Target Company with a book value or fair
market value of greater than Fifty Thousand Dollars ($50,000) is set forth on Schedule 6.16, along with, to the extent
applicable, a list of lease agreements, lease guarantees, security agreements and other agreements related thereto, including all
amendments, terminations and modifications thereof or waivers thereto (“Company Personal Property
Leases”). Except as set forth in Schedule 6.16, all such items of Personal Property are in good operating
condition and repair (reasonable wear and tear excepted consistent with the age of such items), and are suitable for their intended
use in the business of the Target Companies. The operation of each Target Company’s business as it is now conducted is not in
any material respect dependent upon the right to use the Personal Property of Persons other than a Target Company, except for such
Personal Property that is owned, leased or licensed by or otherwise contracted to a Target Company. The Company has provided to the
Purchaser a true and complete copy of each of the Company Personal Property Leases, and in the case of any oral Company Personal
Property Lease, a written summary of the material terms of such Company Personal Property Lease. The Company Personal Property
Leases are valid, binding and enforceable in accordance with their terms and are in full force and effect. To the Knowledge of the
Company, no event has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any
other event) would constitute a material default on the part of a Target Company or any other party under any of the Company
Personal Property Leases, and no Target Company has received notice of any such condition.
6.17 Title
to and Sufficiency of Assets. Each Target Company has good and marketable title to, or a valid leasehold interest in or
right to use, all of its assets, free and clear of all Liens other than (a) Permitted Liens, (b) the rights of lessors under
leasehold interests, (c) Liens specifically identified on the balance sheet as of the Balance Sheet Date included in the Company
Financials and (d) Liens set forth on Schedule 6.17, except for where the failure to have such good title or valid leasehold
interests would not be material to the Target Companies, taken as a whole. The assets (including Intellectual Property rights and
contractual rights) of the Target Companies constitute all of the assets, rights and properties that are used in the operation of
the businesses of the Target Companies as it is now conducted or that are used or held by the Target Companies for use in the
operation of the businesses of the Target Companies, and taken together, are adequate and sufficient for the operation of the
businesses of the Target Companies as currently conducted.
6.18
Employee Matters.
(a)
Except as set forth in Schedule 6.18(a), no Target Company is a party to any collective bargaining agreement or other Contract
covering any group of employees, labor organization or other representative of any of the employees of any Target Company and the Company
has no Knowledge of any activities or proceedings of any labor union or other party to organize or represent such employees. There has
not occurred or, to the Knowledge of the Company, been threatened any strike, slow-down, picketing, work-stoppage, or other similar labor
activity with respect to any such employees. Schedule 6.18(a) sets forth all unresolved labor controversies (including unresolved
grievances and age or other discrimination claims), if any, that are pending or, to the Knowledge of the Company, threatened between
any Target Company and Persons employed by or providing services as independent contractors to a Target Company. No current officer or
employee of a Target Company has provided any Target Company written notice or, to the Knowledge of the Company, oral notice of his or
her plan to terminate his or her employment with any Target Company.
(b)
Except as set forth in Schedule 6.18 (b), each Target Company (i) is and has been in compliance in all material respects with
all material applicable Laws respecting employment and employment practices, terms and conditions of employment, health and safety and
wages and hours, and other Laws relating to discrimination, disability, labor relations, hours of work, payment of wages and overtime
wages, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health, family
and medical leave, and employee terminations, and has not received written or, to the Knowledge of the Company, oral notice that there
is any pending Action involving unfair labor practices against a Target Company, (ii) is not liable for any material past due arrears
of wages or any material penalty for failure to comply with any of the foregoing, and (iii) is not liable for any material payment to
any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for employees,
independent contractors or consultants (other than routine payments to be made in the ordinary course of business and consistent with
past practice). There are no Actions pending or, to the Knowledge of the Company, threatened against a Target Company brought by or on
behalf of any applicant for employment, any current or former employee, any Person alleging to be a current or former employee, or any
Governmental Authority, relating to any such Law or regulation, or alleging breach of any express or implied contract of employment,
wrongful termination of employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment
relationship.
(c)
Schedule 6.18(c) hereto sets forth a complete and accurate list as of the date hereof of all employees of the Target Companies
showing for each as of such date (i) the employee’s name, job title or description, employer, location, salary level (including
any bonus, commission, deferred compensation or other remuneration payable (other than any such arrangements under which payments are
at the discretion of the Target Companies)), (ii) any bonus, commission or other remuneration other than salary paid during the fiscal
year ended June 30, 2022 and (iii) any wages, salary, bonus, commission or other compensation due and owing to all employees during or
for the fiscal year ended June 30, 2023. Except as set forth on Schedule 6.18(c), (A) no employee is a party to a written employment
Contract with a Target Company and each is employed “at will”, and (B) the Target Companies have paid in full to all their
employees all wages, salaries, commission, bonuses and other compensation due to their employees, including overtime compensation, and
no Target Company has any obligation or Liability (whether or not contingent) with respect to severance payments to any such employees
under the terms of any written or, to the Company’s Knowledge, oral agreement, or commitment or any applicable Law, custom, trade
or practice. Except as set forth on Schedule 6.18(c), each Target Company employee has entered into the Company’s standard
form of employee non-disclosure, inventions and restrictive covenants agreement with a Target Company (whether pursuant to a separate
agreement or incorporated as part of such employee’s overall employment agreement), a copy of which has been made available to
the Purchaser by the Company.
(d)
Schedule 6.18 (d) contains a list of all independent contractors (including consultants) currently engaged by any Target Company,
along with the position, the entity engaging such Person, date of retention and rate of remuneration. Except as set forth on Schedule
6.18 (d), all of such independent contractors are a party to a written Contract with a Target Company. Except as set forth on Schedule
6.18 (d), each such independent contractor has entered into customary covenants regarding confidentiality, non-competition and assignment
of inventions and copyrights in such Person’s agreement with a Target Company, a copy of template of which has been provided to
Purchaser by the Company. For the purposes of applicable Law, including the Code, all independent contractors who are currently, or within
the last six (6) years have been, engaged by a Target Company are bona fide independent contractors and not employees of a Target Company.
Each independent contractor is terminable on fewer than thirty (30) days’ notice, without any obligation of any Target Company
to pay severance or a termination fee. For the purpose of this section, “independent contractors” mean the individuals who
are currently engaged by any Target Company to provide services and who are not full-time employees of any Target Company.
(e)
None of the senior management or key employees of the Target Companies are subject to any contracts or any other obligations which prohibit,
restrict or otherwise adversely affect the involvement of such senior management or key employees in the business operation of the Target
Companies, and there is no dispute among the senior management, key employees, and their former employers.
6.19
Benefit Plans.
(a)
Set forth on Schedule 6.19(a) is a true and complete list of each Foreign Plan of a Target Company (each, a “Company
Benefit Plan”). No Target Company has maintained or contributed to (or had an obligation to contribute to) or has any Liability
with respect to any Benefit Plan which is not a Foreign Plan.
(b)
With respect to each Company Benefit Plan which covers any current or former officer, director, consultant or employee (or beneficiary
thereof) of a Target Company, the Company has provided to Purchaser accurate and complete copies, if applicable, of: (i) the current
plan documents and related trust agreements or annuity Contracts (including any amendments, modifications or supplements thereto), and
written descriptions of any material Company Benefit Plans which are not in writing; (ii) the most recent annual and periodic accounting
of plan assets; (iii) the most recent actuarial valuation; and (iv) all material communications in the past two (2) years with any Governmental
Authority concerning any matter that is still pending or for which a Target Company has any outstanding material Liability.
(c)
With respect to each Company Benefit Plan: (i) such Company Benefit Plan has been administered and enforced in all material respects
in accordance with its terms and the requirements of all applicable Laws, and has been maintained, where required, in good standing in
all material respects with applicable regulatory authorities and Governmental Authorities; (ii) no breach of fiduciary duty that would
result in material Liability to any Target Company has occurred; (iii) no Action is pending, or to the Company’s Knowledge, threatened
(other than routine claims for benefits arising in the ordinary course of administration); (iv) all contributions and premiums required
to be made with respect to a Company Benefit have been timely made or have been fully accrued in all material respects on the Company
Financials; and (v) to the extent applicable, the present value of the accrued benefit Liabilities (whether or not vested) under each
Company Benefit Plan, determined as of the end of the Company’s most recently-ended fiscal year on the basis of reasonable actuarial
assumptions, did not exceed the current value of the assets of such Company Benefit Plan allocable to such benefit liabilities or have
been accrued in all material respects on the Company Financials.
(d)
The consummation of the transactions contemplated by this Agreement and the Ancillary Documents will not: (i) entitle any individual
to severance pay, unemployment compensation or other benefits or compensation; or (ii) accelerate the time of payment or vesting, or
increase the amount of any compensation due, or in respect of, any individual of a Target Company.
(e)
Except to the extent required by applicable Law, no Target Company provides health or welfare benefits to any former or retired employee
or is obligated to provide such benefits to any active employee following such employee’s retirement or other termination of employment
or service.
(f)
All Company Benefit Plans can be terminated at any time as of or after the Closing Date without resulting in any Liability to the Pubco
or Purchaser or their respective Affiliates for any additional contributions, penalties, premiums, fees, fines, excise taxes or any other
charges or liabilities.
6.20
Environmental Matters. Except as set forth in Schedule 6.20:
(a)
Each Target Company is and has been in compliance in all material respects with all applicable Environmental Laws, including obtaining,
maintaining in good standing, and complying in all material respects with all Permits required for its business and operations by Environmental
Laws (“Environmental Permits”), no Action is pending or, to the Company’s Knowledge, threatened to revoke,
modify, or terminate any such Environmental Permit, and, to the Company’s Knowledge, no facts, circumstances, or conditions currently
exist that could adversely affect such continued compliance with Environmental Laws and Environmental Permits or require capital expenditures
to achieve or maintain such continued compliance with Environmental Laws and Environmental Permits.
(b)
No Target Company is the subject of any outstanding Order or Contract with any Governmental Authority or other Person in respect of any
(i) Environmental Laws, (ii) Remedial Action, or (iii) Release or threatened Release of a Hazardous Material, in each case that would
reasonably be expected to give rise to any material Liability. No Target Company has assumed, contractually or by operation of Law, any
Liabilities or obligations under any Environmental Laws.
(c)
No Action has been made or is pending, or to the Company’s Knowledge, threatened against any Target Company or any assets of a
Target Company alleging either or both that a Target Company may be in material violation of any Environmental Law or Environmental Permit
or may have any material Liability under any Environmental Law.
(d)
No Target Company has manufactured, treated, stored, disposed of, arranged for or permitted the disposal of, generated, handled or Released
any Hazardous Material, or owned or operated any property or facility, in a manner that has given or would reasonably be expected to
give rise to any material Liability or obligation under applicable Environmental Laws. No fact, circumstance, or condition exists in
respect of any Target Company or any property currently or formerly owned, operated, or leased by any Target Company or any property
to which a Target Company arranged for the disposal or treatment of Hazardous Materials that could reasonably be expected to result in
a Target Company incurring any material Environmental Liabilities.
(e)
There is no investigation of the business, operations, or currently owned, operated, or leased property of a Target Company or, to the
Company’s Knowledge, previously owned, operated, or leased property of a Target Company pending or, to the Company’s Knowledge,
threatened that could lead to the imposition of any Liens under any Environmental Law or material Environmental Liabilities.
(f)
To the Knowledge of the Company, there is not located at any of the properties of a Target Company any (i) underground storage tanks,
(ii) asbestos-containing material, or (iii) equipment containing polychlorinated biphenyls.
(g)
The Company has provided to the Purchaser all environmentally related site assessments, audits, studies, reports, analysis and results
of investigations that have been performed in respect of the currently owned, leased, or operated properties of any Target Company.
6.21 Transactions
with Related Persons. Except as (i) set forth on Schedule 6.21, and (ii) any Company Benefit Plan, no Target Company nor
any of its Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of a Target Company or any of its
Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such
Person) (each of the foregoing, a “Related Person”) is presently, or in the past three (3) years or since
their respective inception (whichever is shorter), has been, a party to any transaction with a Target Company, including any
Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the
Target Company), (b) providing for the rental of real property or Personal Property from or (c) otherwise requiring payments to
(other than for services or expenses as directors, officers or employees of the Target Company in the ordinary course of business
consistent with past practice) any Related Person or any Person in which any Related Person has an interest as an owner, officer,
manager, or director, trustee or partner or in which any Related Person has any direct or indirect interest (other than the
ownership of securities representing no more than five percent (5%) of the outstanding voting power or economic interest of a
publicly traded company), other than any Ancillary Document. Except as set forth on Schedule 6.21, or as contemplated by or
provided for in any Ancillary Document, no Target Company has outstanding any Contract or other arrangement or commitment with any
Related Person, and no Related Person owns any real property or Personal Property, or right, tangible or intangible (including
Intellectual Property) which is used in the business of any Target Company. Except as set forth on Schedule 6.21, the assets
of the Target Companies do not include any receivable or other obligation from a Related Person, and the liabilities of the Target
Companies do not include any payable or other obligation or commitment to any Related Person.
6.22
Insurance.
(a)
Schedule 6.22(a) lists all insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and
type of policy) held by a Target Company relating to a Target Company or its business, properties, assets, directors, officers and employees,
copies of which have been provided to Purchaser. All premiums due and payable under all such insurance policies have been timely paid
and the Target Companies are otherwise in material compliance with the terms of such insurance policies. Except as would not be expected
to result in a Material Adverse Effect on the Target Companies taken as a whole, each such insurance policy (i) is legal, valid, binding,
enforceable and in full force and effect and (ii) will continue to be legal, valid, binding, enforceable, and in full force and effect
on identical terms following the Closing. No Target Company has any self-insurance or co-insurance programs. Since their respective inception,
no Target Company has received any notice from, or on behalf of, any insurance carrier relating to or involving any adverse change or
any change other than in the ordinary course of business, in the conditions of insurance, any refusal to issue an insurance policy or
non-renewal of a policy.
(b)
Schedule 6.22(b) identifies each individual insurance claim in excess of $50,000 made by a Target Company for the past two (2)
years. Each Target Company has reported to its insurers all claims and pending circumstances that would reasonably be expected to result
in a claim, except where such failure to report such a claim would not be reasonably likely to be material to the Target Companies, taken
as a whole. To the Knowledge of the Company, no event has occurred, and no condition or circumstance exists, that would reasonably be
expected to (with or without notice or lapse of time) give rise to or serve as a basis for the denial of any such insurance claim. No
Target Company has made any claim against an insurance policy as to which the insurer is denying coverage.
6.23
Books and Records. All of the financial books and records of the Target Companies are complete and accurate in all material respects
and have been maintained in the ordinary course consistent with past practice and in accordance with applicable Laws.
6.24
Top Customers and Suppliers. Schedule
6.24 lists, by dollar volume received or paid, as applicable, for (a) the twelve (12) months ended on June 30, 2023 and (b) the twelve
(12) months ended on June 30, 2022, the ten (10) largest customers of the Target Companies (the “Top Customers”)
and the ten largest suppliers of goods or services to the Target Companies (the “Top Suppliers”), along with
the amounts of such dollar volumes. The relationships of each Target Company with such suppliers and customers are good commercial working
relationships and (i) no Top Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or, to
the Company’s Knowledge, intends to cancel or otherwise terminate, any material relationships of such Person with a Target Company,
(ii) no Top Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge,
threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with a Target Company or
intends to stop, decrease or limit materially its products or services to any Target Company or its usage or purchase of the products
or services of any Target Company, (iii) to the Company’s Knowledge, no Top Supplier or Top Customer intends to refuse to pay any
amount due to any Target Company or seek to exercise any remedy against any Target Company, (iv) no Target Company has within the past
two (2) years been engaged in any material dispute with any Top Supplier or Top Customer, and (v) to the Company’s Knowledge, the
consummation of the transactions contemplated in this Agreement and the Ancillary Documents will not adversely affect the relationship
of any Target Company with any Top Supplier or Top Customer.
6.25
Certain Business Practices.
(a)
No Target Company, nor any of their respective Representatives acting on their behalf has (i) used any funds for unlawful contributions,
gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic
government officials or employees, to foreign or domestic political parties or campaigns or violated any provision of the U.S. Foreign
Corrupt Practices Act of 1977 or any other local or foreign anti-corruption or bribery Law or (iii) made any other unlawful payment.
No Target Company, nor any of their respective Representatives acting on their behalf has directly or indirectly, given or agreed to
give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who
is or may be in a position to help or hinder any Target Company or assist any Target Company in connection with any actual or proposed
transaction.
(b)
The operations of each Target Company are and have been conducted at all times in compliance with money laundering statutes in all applicable
jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered
or enforced by any Governmental Authority, and no Action involving a Target Company with respect to any of the foregoing is pending or,
to the Knowledge of the Company, threatened.
(c)
No Target Company or any of their respective directors or officers, or, to the Knowledge of the Company, any other Representative acting
on behalf of a Target Company is currently (i) identified on the specially designated nationals or other blocked person list or otherwise
currently subject to any U.S. sanctions administered by OFAC, the U.S. Department of State, or other applicable Governmental Authority;
(ii) organized, resident, or located in, or a national of a comprehensively sanctioned country (currently, the Balkans, Belarus, Burma,
Cote D’Ivoire (Ivory Coast), Cuba, Democratic Republic of Congo, Iran, Iraq, Liberia, North Korea, Sudan, Syria, the Crimea region
of Ukraine and Zimbabwe); or (iii) in the aggregate, fifty (50) percent or greater owned, directly or indirectly, or otherwise controlled,
by a person identified in (i) or (ii); and no Target Company has, directly or, indirectly, used any funds, or loaned, contributed or
otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations
in Cuba, Iran, Syria, or any other country sanctioned by OFAC or for the purpose of financing the activities of any Person currently
subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC or the U.S. Department of State in the last five (5)
fiscal years.
6.26 Investment
Company Act. The Company is an “investment company” or a Person directly or indirectly “controlled” by
or acting on behalf of an “investment company”, or required to register as an “investment company”, in each
case within the meaning of the Investment Company Act.
6.27 Finders
and Brokers. Except as set forth in Schedule 6.26, no Target Company has incurred or will incur any Liability for any
brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby.
6.28 Disclosure.
No representations or warranties by the Company in this Agreement (as modified by the Company Disclosure Schedules) or the Ancillary
Documents, (a) contains or will contain any untrue statement of a material fact, or (b) omits or will omit to state, when read in
conjunction with all of the information contained in this Agreement, the Company Disclosure Schedules and the Ancillary Documents,
any fact necessary to make the statements or facts contained therein no materially misleading.
6.29 Information
Supplied. None of the information supplied or to be supplied by the Company expressly for inclusion or incorporation by
reference: (a) in any current report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing
made with any Governmental Authority or stock exchange (including the SEC) with respect to the transactions contemplated by this
Agreement or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to
Purchaser’s shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by
this Agreement or in any amendment to any of documents identified in (a) through (c), will, when filed, made available, mailed or
distributed, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not
misleading. None of the information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference
in any of the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing will, when filed or
distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not
misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information
supplied by or on behalf of the Company or its Affiliates.
6.30 Independent
Investigation. The Company has conducted its own independent investigation, review and analysis of the business, results of
operations, condition (financial or otherwise) or assets of Purchaser, Pubco, First Merger Sub and Second Merger Sub and
acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other
documents and data of Purchaser, Pubco, First Merger Sub and Second Merger Sub for such purpose. The Company acknowledges and agrees
that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied
solely upon its own investigation and the express representations and warranties of Purchaser, Pubco, First Merger Sub and Second
Merger Sub set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules) and in any certificate
delivered to the Company pursuant hereto, and the information provided by or on behalf of Purchaser, Pubco, First Merger Sub or
Second Merger Sub for the Registration Statement; and (b) none of Purchaser, Pubco, First Merger Sub or Second Merger Sub or their
respective Representatives have made any representation or warranty as to Purchaser, Pubco, First Merger Sub or Second Merger Sub or
this Agreement, except as expressly set forth in this Agreement (including the related portions of the Purchaser Disclosure
Schedules) or in any certificate delivered to Company pursuant hereto.
6.31
Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this ARTICLE VI, the Company has
not made or does not make any representation or warranty, whether express or implied. Without limiting the generality of the foregoing,
except as expressly set forth in this Agreement, the Company has not made and does not make any representation or warranty, whether express
or implied, with respect to any projections, forecasts, estimates or budgets made available to the Purchaser, its Affiliates or any of
their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future
financial condition (or any component thereof) of the Company or any other Target Companies (including the reasonableness of the assumptions
underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to
the Purchaser, its Affiliates or any of their respective Representatives or any other Person, and any such representations or warranties
are expressly disclaimed.
ARTICLE
VII
COVENANTS
7.1
Access and Information.
(a)
During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance
with Section 10.1 or the Closing (the “Interim Period”), subject to Section 7.13, each of the
Company, Pubco, First Merger Sub and Second Merger Sub shall give, and shall cause its Representatives to give, Purchaser and its Representatives,
at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to
all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and
operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service
agreements), of or pertaining to the Target Companies, Pubco, First Merger Sub and Second Merger Sub as Purchaser or its Representatives
may reasonably request regarding the Target Companies, Pubco or Merger Sub and their respective businesses, assets, Liabilities, financial
condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including
a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or
received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’
work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Representatives
of the Company, Pubco, First Merger Sub and Second Merger Sub to reasonably cooperate with Purchaser and its Representatives in their
investigation; provided, however, that Purchaser and its Representatives shall conduct any such activities in such a manner as not to
unreasonably interfere with the business or operations of the Target Companies, Pubco, First Merger Sub or Second Merger Sub.
(b)
During the Interim Period, subject to Section 7.13, Purchaser shall give, and shall cause its Representatives to give, the Company,
Pubco, First Merger Sub or Second Merger Sub and their respective Representatives, at reasonable times during normal business hours and
at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees,
properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax
Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Purchaser, as
the Company, Pubco, First Merger Sub and Second Merger Sub or their respective Representatives may reasonably request regarding Purchaser
and its businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including
unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material
report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities
Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants,
if any) and cause each of Purchaser’s Representatives to reasonably cooperate with the Company, Pubco, First Merger Sub, and Second
Merger Sub and their respective Representatives in their investigation; provided, however, that the Company and its Representatives shall
conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Purchaser.
7.2 Conduct
of Business of the Company, Pubco, First Merger Sub and Second Merger Sub. Unless Purchaser shall otherwise consent
in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period, except as expressly
contemplated, permitted or required by this Agreement, the Reorganization Documents or any Ancillary Document or as set forth on Schedule
7.2 of the Company Disclosure Schedules, or as required by applicable Law, the Company, Pubco, First Merger Sub and Second
Merger Sub shall, and shall cause their respective Subsidiaries to, (i) conduct their respective businesses, in all material
respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to the Target
Companies, Pubco, First Merger Sub and Second Merger Sub and their respective businesses, assets and employees, and (iii) take all
commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business
organizations, to keep available the services of their respective managers, directors officers, employees and consultants, and to
preserve the possession, control and condition of their respective material assets, all as consistent with past practice.
(b)
Without limiting the generality of Section 7.2 (a) and except as contemplated by the terms of this Agreement or the Ancillary
Document (including in connection with any PIPE Investment), as set forth on Schedule 7.2, or as required by applicable Law, during the
Interim Period, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed),
none of the Company, Pubco, First Merger Sub or Second Merger Sub shall, and each shall cause its Subsidiaries to not:
(i)
Terminate, amend, restate, waive or otherwise change, in any respect, its Organizational Documents;
(ii)
authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its shares,
equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its shares, equity
securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities
or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to
such securities; provided that the (1) the issuance of Company Ordinary Shares (or other class of equity security of the Company,
as applicable) pursuant to the terms of the Company Preferred Shares (as provided in Section 2.1) and other Company Convertible
Securities, and (2) the issuance of any Company Securities pursuant to the Permitted Equity Financing, in each case, shall not require
the consent of the Purchaser;
(iii)
sub-divide, consolidate, capitalize or re-designate any of its shares or other equity interests or issue any other securities in respect
thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect
of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities, provided
that any intra-group transfer of equity interests or securities of the Target Companies shall not require the consent of the Purchaser;
(iv)
incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $250,000
individually or $1,000,000 in the aggregate, make a loan or advance to any third party (other than advancement of expenses to employees
or payments to suppliers in the ordinary course of business), or guarantee or endorse any Indebtedness, Liability or obligation of any
Person in excess of $300,000 individually or $1,500,000 in the aggregate;
(v)
except as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent
with past practice, increase the wages, salaries or compensation of its employees, or make or commit to make any bonus payment (whether
in cash, property or securities) to any employees, or materially increase other benefits of employees generally, or enter into, establish,
materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager, director
or employee;
(vi)
make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation,
audit or controversy relating to material Taxes, file any amended material Tax Return or claim for refund, or make any material change
in its Tax accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with IFRS or
GAAP or PRC GAAP;
(vii)
transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any material Company
Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement
any Trade Secrets;
(viii)
terminate, or waive or assign any material right under, any Company Material Contract or enter into any Contract that would be a Company
Material Contract, in any case outside of the ordinary course of business consistent with past practice;
(ix)
fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;
(x)
establish any Subsidiary or enter into any new line of business;
(xi)
fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance
coverage with respect to its assets, operations and activities in such amount and scope of coverage substantially similar to that which
is currently in effect;
(xii)
revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to
comply with IFRS or GAAP or PRC GAAP and after consulting with such Party’s outside auditors;
(xiii)
waive, release, assign, settle or compromise any claim or Action (including any Action relating to this Agreement or the transactions
contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary
damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Target Company, Pubco, First Merger Sub,
Second Merger Sub or their respective Affiliates) not in excess of $250,000 individually or $1,000,000 in the aggregate, or otherwise
pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials, as
applicable;
(xiv)
[reserved];
(xv)
acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any
corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets,
outside the ordinary course of business consistent with past practice;
(xvi)
make any capital expenditures in excess of $250,000 (individually for any project (or set of related projects) or $1,000,000 in the aggregate);
(xvii)
adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;
(xviii)
voluntarily incur any Liabilities or obligation (whether absolute, accrued, contingent or otherwise) in excess of $300,000 individually
or $1,500,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan;
(xix)
sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise
dispose of any material portion of its properties, assets or rights;
(xx)
enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company;
(xxi)
take any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents or any Governmental
Authority (if required) to be obtained in connection with this Agreement;
(xxii)
issue or propose to issue any Company Convertible Securities, except that pursuant to the Permitted Equity Financing;
(xxiii)
authorize or agree to do any of the foregoing actions.
7.3
Conduct of Business of Purchaser.
(a)
Unless the Company and Pubco shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed),
during the Interim Period, except as expressly contemplated by this Agreement or the Ancillary Documents or, as set forth on Schedule
7.3, Purchaser shall, (i) conduct its businesses, in all material respects, in the ordinary course of business consistent with past
practice, (ii) comply with all Laws applicable to Purchaser and its businesses, assets and employees, and (iii) take all commercially
reasonable efforts to preserve intact, in all material respects, their respective business organizations, to keep available the services
of its managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of its material
assets, all as consistent with past practice. Notwithstanding anything to the contrary in this Section 7.3, nothing in this Agreement
shall prohibit or restrict Purchaser from extending one or more times, in accordance with the Purchaser Charter Documents and IPO Prospectus,
or by amendment to the Purchaser Charter Documents, the deadline by which it must complete its initial Business Combination (each, an
“Extension”), and no consent of any other Party shall be required in connection therewith.
(b)
Without limiting the generality of Section 7.3 (a) and except as contemplated by the terms of this Agreement (including as contemplated
by any PIPE Investment) or any Ancillary Document or as set forth on Schedule 7.3, or as required by applicable Law, during the
Interim Period, without the prior written consent of the Company and Pubco (such consent not to be unreasonably withheld, conditioned
or delayed), Purchaser shall not:
(i)
amend, waive or otherwise change, in any respect, its Organizational Documents;
(ii)
authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity
securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities,
or other securities, including any securities convertible into or exchangeable for any of its equity securities or other security interests
of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities;
(iii)
sub-divide, consolidate, capitalize or re-designate any of its shares or other equity interests or issue any other securities in respect
thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect
of its shares or other equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its
securities;
(iv)
incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $100,000
individually or $250,000 in the aggregate, make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness,
Liability or obligation of any Person (provided, that this Section 5.3(b)(iv) shall not prevent the Purchaser from borrowing funds necessary
to finance its ordinary course administrative costs and expenses and Expenses incurred in connection with the consummation of the Mergers
and the other transactions contemplated by this Agreement (including any PIPE Investment and the costs and expenses necessary for an
Extension (such expenses, “Extension Expenses”), up to aggregate additional Indebtedness during the Interim
Period of $2,500,000 (the “Interim Cap”), provided, that if any of the conditions to the Closing set forth
in Article VIII have not been satisfied or waived by the Outside Date, Purchaser can increase the Interim Cap to an aggregate
amount of Indebtedness to be mutually agreed upon between Purchaser and the Company);
(v)
make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation,
audit or controversy relating to material Taxes, file any amended material Tax Return or claim for refund, or make any material change
in its Tax accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP;
(vi)
amend, waive or otherwise change the Trust Agreement in any manner adverse to Purchaser;
(vii)
terminate, waive or assign any material right under any Purchaser Material Contract;
(viii)
fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;
(ix)
establish any Subsidiary or enter into any new line of business;
(x)
fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance
coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect;
(xi)
revalue any of its assets or make any change in accounting methods, principles or practices, except to the extent required to comply
with GAAP and after consulting Purchaser’s outside auditors;
(xii)
waive, release, assign, settle or compromise any claim or Action (including any Action relating to this Agreement or the transactions
contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary
damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, Purchaser) not in excess of $100,000 (individually
or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved
in the Purchaser Financials;
(xiii)
acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any
corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets
outside the ordinary course of business;
(xiv)
make capital expenditures in excess of $100,000 individually for any project (or set of related projects) or $250,000 in the aggregate
(excluding for the avoidance of doubt, incurring any SPAC Transaction Expenses);
(xv)
adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization
(other than with respect to the Merger);
(xvi)
voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually
or $250,000 in the aggregate (excluding the incurrence of any SPAC Transaction Expenses), other than pursuant to the terms of a Contract
in existence as of the date of this Agreement or entered into in the ordinary course of business or in accordance with the terms of this
Section 7.3 during the Interim Period;
(xvii)
sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise
dispose of any material portion of its properties, assets or rights;
(xviii)
enter into any agreement, understanding or arrangement with respect to the voting of Purchaser Securities;
(xix)
take any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental
Authority to be obtained in connection with this Agreement; or
(xx)
authorize or agree to do any of the foregoing actions.
7.4 Annual
and Interim Financial Statements. During the Interim Period, within twenty (20) calendar days following the end of each calendar
month, the Company shall deliver to the Purchaser an unaudited consolidated income statement for such calendar month and an
unaudited consolidated balance sheet as of such calendar month end of the Target Companies, in each case accompanied by a
certificate of the Chief Financial Officer of the Company to the effect that all such financial statements fairly present the
consolidated financial position and results of operations of the Target Companies as of the date or for the periods indicated, in
accordance with GAAP, subject to year-end audit adjustments and excluding footnotes. From the date hereof through the Closing Date,
the Company will also promptly deliver to the Purchaser copies of any audited consolidated financial statements of the Target
Companies that the Target Companies’ certified public accountants may issue.
7.5 Purchaser
Public Filings. During the Interim Period, Purchaser will (i) keep current and timely file all of its public filings with the
SEC and otherwise comply in all material respects with applicable securities Laws and shall use its commercially reasonable efforts
prior to the Closing to maintain the listing of the Purchaser Public Units, the Purchaser Ordinary Shares 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 Ordinary Shares and the Pubco Warrants, and (ii) cooperate with the Company to cause the Pubco Ordinary Shares
and the Pubco Warrants to be issued in connection with the Mergers to be approved for listing as of the Closing Date on Nasdaq and
to do such things as are necessary, proper or advisable which may be requested by Nasdaq in connection with a listing pursued
pursuant to this Section 7.5.
7.6
No Solicitation.
(a)
For purposes of this Agreement, (i) an “Acquisition Proposal” means any inquiry, proposal or offer, or any
indication of interest in making an offer or proposal, from any Person or group at any time relating to an Alternative Transaction, and
(ii) an “Alternative Transaction” means (A) with respect to the Company, Pubco, First Merger Sub and Second
Merger Sub and their respective Affiliates, a transaction (other than the transactions contemplated by this Agreement) concerning the
sale of (x) all or any material part of the business or assets of the Target Companies (other than in the ordinary course of business
consistent with past practice) or (y) any of the shares or other equity interests of the Target Companies, in any case, whether such
transaction takes the form of a sale of shares or other equity interests, assets, merger, consolidation, issuance of debt securities,
management Contract, joint venture or partnership, or otherwise and (B) with respect to Purchaser and its Affiliates, a transaction (other
than the transactions contemplated by this Agreement) concerning a Business Combination for Purchaser.
(b)
During the Interim Period, in order to induce the other Parties to continue to commit to expend management time and financial resources
in furtherance of the transactions contemplated hereby, each Party shall not, and shall cause its Representatives not to, without the
prior written consent of the Company and Purchaser, directly or indirectly, (i) solicit, assist, initiate or knowingly facilitate the
making, submission or announcement of, or intentionally encourage, any Acquisition Proposal, (ii) furnish any non-public information
regarding such Party or its Affiliates or its or their respective businesses, operations, assets, Liabilities, financial condition, prospects
or employees to any Person or group (other than a Party to this Agreement or their respective Representatives) in connection with or
in response to an Acquisition Proposal, (iii) engage or participate in discussions or negotiations with any Person or group with respect
to, or that could reasonably be expected to lead to, an Acquisition Proposal, (iv) approve, endorse or recommend, or publicly propose
to approve, endorse or recommend, any Acquisition Proposal, (v) negotiate or enter into any letter of intent, agreement in principle,
acquisition agreement or other similar agreement related to any Acquisition Proposal, or
(vi) release any third Person from, or waive any provision of, any confidentiality agreement to which such Party is a party. Each Party
shall notify the others as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any
of its Representatives of (i) any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations
regarding or constituting any Acquisition Proposal or any bona fide inquiries, proposals or offers, requests for information or requests
for discussions or negotiations that could be expected to result in an Acquisition Proposal, and (ii) any request for non-public information
relating to such Party or its Affiliates in connection with any Acquisition Proposal, specifying in each case, the material terms and
conditions thereof (including a copy thereof if in writing or a written summary thereof if oral) and the identity of the party making
such inquiry, proposal, offer or request for information. Each Party shall keep the others promptly informed of the status of any such
inquiries, proposals, offers or requests for information. During the Interim Period, each Party shall, and shall cause its Representatives
to, immediately cease and cause to be terminated any solicitations, discussions or negotiations with any Person with respect to any Acquisition
Proposal and shall, and shall direct its Representatives to, cease and terminate any such solicitations, discussions or negotiations.
(c)
For the avoidance of doubt, nothing in this Section 7.6 shall affect the right of the Company, Pubco, First Merger Sub or Second Merger
Sub under Section 7.2.
7.7 No
Trading. The Company, Pubco, First Merger Sub and Second Merger Sub each acknowledges and agrees that it is aware, and that the
Company’s Affiliates are aware (and each of their respective Representatives is aware or, upon receipt of any material
nonpublic information of Purchaser, will be advised) of the restrictions imposed by U.S. federal securities laws and the rules and
regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”) and
other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company.
The Company, Pubco, First Merger Sub and Second Merger Sub each hereby agree that, while it is in possession of any material
nonpublic information of Purchaser, it shall not purchase or sell any securities of Purchaser (other than to engage in the Mergers
in accordance with Article I), communicate such information to any third party, take any other action with respect to the
Purchaser in violation of such Laws or cause or encourage any third party to do any of the foregoing.
7.8 Notification
of Certain Matters. During the Interim Period, each Party shall give prompt notice to the other Parties if such Party or its
Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its
Affiliates hereunder in any material respect; (b) receives any notice or other communication in writing from any third party
(including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with
the transactions contemplated by this Agreement or (ii) any material non-compliance with any Law by such Party or its Affiliates;
(c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by
this Agreement; (d) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event the
occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions to the Closing set
forth in ARTICLE VIII not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes
aware of the commencement or threat, in writing, of any Action against such Party, or any of its Affiliates, or any of their
respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her
or its capacity as such, of such Party or of its Affiliates with respect to the consummation of the transactions contemplated by
this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether
or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations,
warranties or covenants contained in this Agreement have been breached.
7.9
Efforts.
(a)
Subject to the terms and conditions of this Agreement, each Party shall use its commercially reasonable efforts, and shall cooperate
fully with the other Parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary,
proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement (including the
receipt of all applicable Consents of Governmental Authorities) and to comply as promptly as practicable with all requirements of Governmental
Authorities applicable to the transactions contemplated by this Agreement.
(b)
In furtherance and not in limitation of Section 7.9(a), to the extent required under any Laws that are designed to prohibit, restrict
or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”),
each Party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, at such Party’s sole cost
and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable
any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other
actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust
Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each
Party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by
this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other Party
or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any
proceeding initiated by a private Person; (ii) keep the other Parties reasonably informed of any communication received by such Party
or its Representatives from, or given by such Party or its Representatives to, any Governmental Authority and of any communication received
or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement;
(iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and
consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding
by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative
or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event
a Party’s Representative is prohibited from participating in or attending any meetings or conferences, the other Parties shall
keep such Party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the
filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions
contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental
Authority.
(c)
As soon as reasonably practicable following the date of this Agreement, the Parties shall reasonably cooperate with each other and use
(and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to prepare and file with Governmental
Authorities requests for approval of the transactions contemplated by this Agreement and shall use all commercially reasonable efforts
to have such Governmental Authorities approve the transactions contemplated by this Agreement. Each Party shall give prompt written notice
to the other Parties if such Party or any of its Representatives or with respect to the Company, any Seller receives any notice from
such Governmental Authorities in connection with the transactions contemplated by this Agreement, and shall promptly furnish the other
Parties with a copy of such Governmental Authority notice. If any Governmental Authority requires that a hearing or meeting be held in
connection with its approval of the transactions contemplated hereby, whether prior to the Closing or after the Closing, each Party shall
arrange for Representatives of such Party to be present for such hearing or meeting. No party to this Agreement shall agree to participate
in any meeting, video or telephone conference, or other communications with any Governmental Authority in respect of any filings, investigation
or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives
the other parties the opportunity to attend and participate at such meeting, conference or other communications unless it consults with
the other Parties in advance, and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to
attend and participate at such meeting, conference or other communications. If any objections are asserted with respect to the transactions
contemplated by this Agreement under any applicable Law or if any Action is instituted (or threatened to be instituted) by any applicable
Governmental Authority or any private Person challenging any of the transactions contemplated by this Agreement or any Ancillary Document
as violative of any applicable Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions
contemplated hereby or thereby, the Parties shall use their commercially reasonable efforts to resolve any such objections or Actions
so as to timely permit consummation of the transactions contemplated by this Agreement and the Ancillary Documents, including in order
to resolve such objections or Actions which, in any case if not resolved, could reasonably be expected to prevent, materially impede
or materially delay the consummation of the transactions contemplated hereby or thereby. In the event any Action is instituted (or threatened
to be instituted) by a Governmental Authority or private Person challenging the transactions contemplated by this Agreement, or any Ancillary
Document, the Parties shall, and shall cause their respective Representatives to, reasonably cooperate with each other and use their
respective commercially reasonable efforts to contest and resist any such Action and to have vacated, lifted, reversed or overturned
any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the
transactions contemplated by this Agreement or the Ancillary Documents.
(d)
The Company shall use (and shall cause its Affiliates to use) its commercially reasonable efforts to fulfill the filing procedure with
the CSRC and report relevant information in a timely manner per the requirements of the Trial Administrative Measures of Overseas Securities
Offering and Listing by Domestic Companies, promulgated by the CSRC on February 17, 2023 (the “Overseas Listing Trial Measures”)
and the supporting guidelines of the Overseas Listing Trial Measures.
(e)
Prior to the Closing, each Party shall use its commercially reasonable efforts to obtain any Consents of Governmental Authorities or
other third Persons as may be necessary for the consummation by such Party or its Affiliates of the transactions contemplated by this
Agreement or required as a result of the execution or performance of, or consummation of the transactions contemplated by, this Agreement
by such Party or its Affiliates, and the other Parties shall provide reasonable cooperation in connection with such efforts.
(f)
With respect to Pubco, during the Interim Period, the Company, Pubco, First Merger Sub and Second Merger Sub shall use commercially reasonable
efforts to cause Pubco to maintain its status as a “foreign private issuer” as such term is defined under Exchange Act Rule
3b-4 and through the Closing.
7.10 Further
Assurances. The Parties hereto shall further cooperate with each other and use their respective commercially reasonable efforts
to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part under
this Agreement and applicable Laws to consummate the Reorganization, the transactions contemplated by this Agreement as soon as
reasonably practicable, including preparing and filing as soon as practicable all documentation to effect all necessary notices,
reports and other filings.
7.11
The Registration Statement.
(a)
As promptly as practicable after the date hereof, Purchaser and Pubco shall prepare with the reasonable assistance of the Company, and
file with the SEC a registration statement on Form S-4 or F-4 (as amended or supplemented from time to time, and including the Proxy
Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities
Act of the Pubco Securities to be issued under this Agreement to the shareholders and warrantholders of the Company and the Purchaser,
which Registration Statement will also contain a proxy statement of Purchaser (as amended, and supplemented from time to time, the “Proxy
Statement”) for the purpose of soliciting proxies from Purchaser shareholders for the matters to be acted upon at the Special
Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with Purchaser’s Organizational Documents
and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with
the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose
of soliciting proxies from Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called
and held for such purpose (the “Special Shareholder Meeting”), in favor of resolutions approving (A) the adoption
and approval of this Agreement and the Transactions (including, to the extent required, the issuance of the Company Share Consideration
and the issuance of any shares in connection with the PIPE Investment), by the holders of Purchaser Ordinary Shares in accordance with
Purchaser’s Organizational Documents, the Companies Act and the rules and regulations of the SEC and Nasdaq, (B) the authorization
and approval of the Second Plan of Merger and associated documents by way of special resolution pursuant to the Cayman Companies Act,
(C) adoption of an amendment to the Purchaser Charter, effective immediately prior to the Closing, to remove the “Redemption Limitation”
requirements set forth in Sections 49.2(b), 49.4 and 49.5 thereof in connection with the transactions contemplated by this Agreement,
(D) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 7.15 hereof, (E) to
the extent required by the Federal Securities Laws, the Companies Act, the adoption of the Amended Pubco Charter, and (F) such other
matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions
(the approvals described in foregoing clauses (A) through (F), collectively, the “Purchaser Shareholder Approval Matters”),
and (G) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. If
on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies representing a sufficient number
of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive
postponements or adjournments of the Purchaser Special Meeting. In connection with the Registration Statement, Purchaser will file with
the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable
proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents, the Companies Act and
the rules and regulations of the SEC and Nasdaq.
(b)
Pubco, the Purchaser and the Company each shall use their commercially reasonable efforts to (i) cause the Proxy Statement and Registration
Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as
promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration
Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable, (iv)
to keep the Registration Statement effective as long as is necessary to consummate the Mergers, and (v) to satisfy the requirements of
the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder
Meeting and the Redemption. No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made
by the Purchaser or Pubco without the approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed).
Each of the Purchaser and the Company shall promptly furnish all information concerning it as may reasonably be requested by the other
party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement, provided, however, that
neither the Purchaser nor the Company shall use any such information for any purposes other than those contemplated by this Agreement.
All documents that the Purchaser, Pubco and the Company is responsible for filing with the SEC in connection with the transactions contemplated
by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act
and the Exchange Act. In the event that the SEC requires an opinion of counsel with respect to the U.S. federal income tax consequences
of the Mergers to the holders of Purchaser Securities, Purchaser shall use commercially reasonable efforts to cause EGS (or such other
counsel retained by Purchaser) to render such opinion.
(c)
Each of the Purchaser and the Company represents to the other party that the information supplied by it for inclusion in the Registration
Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material
fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they
were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any
amendment thereof or supplement thereto) is first mailed to the shareholders of the Purchaser, (iii) the time of the Special Shareholder
Meeting of the Purchaser, and (iv) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating
to the Purchaser (with respect to the Purchaser), or relating to the Company, Pubco, First Merger Sub or Second Merger Sub (with respect
to the Company, Pubco, First Merger Sub, or Second Merger Sub, as applicable), or their respective officers or directors, should be discovered
by the Purchaser or the Company (as applicable) which should be set forth in an amendment or a supplement to the Registration Statement
or the Proxy Statement, the Purchaser or the Company (as applicable) shall promptly inform the other. Each Party shall promptly correct
any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information
is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser and Pubco
shall amend or supplement the Registration Statement and, subject to Section 7.11(b), Purchaser and Pubco shall file with the
SEC and disseminate to Purchaser’s shareholders the Registration Statement, as so amended or supplemented, in each case as and
to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organizational
Documents.
(d)
Purchaser, Pubco and the Company each will advise the other, promptly after they receive notice thereof, of any request by the SEC for
amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional
information, and shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any
response to comments of the SEC with respect to the Proxy Statement. Purchaser and Pubco shall provide the Company with copies of any
written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco or their respective Representatives
receive from the SEC or its staff with respect to the Registration Statement, the Special Shareholder Meeting and the Redemption promptly
after the receipt of such comments.
(e)
As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser
and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser shall call the Special Shareholder
Meeting in accordance with the Purchaser’s Organizational Documents and the Companies Act as promptly as practicable thereafter
and for a date no later than thirty (30) days following the effectiveness of the Registration Statement. Purchaser, acting through its
board of directors (or a committee thereof), shall (i) make the Purchaser Recommendation and include such Purchaser Recommendation in
the Proxy Statement and (ii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of the
approval of the Purchaser Shareholder Approval Matters, and (iii) take all other action necessary or advisable to secure the approval
of the Purchaser Shareholder Approval Matters. If on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not
received proxies and votes representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum
is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting for up to 30 days
in the aggregate upon the good faith determination by the board of directors of the Purchaser that such postponement or adjournment is
necessary to solicit additional proxies and votes to obtain approval of the Purchaser Shareholder Approval Matters or otherwise take
actions consistent with the Purchaser’s obligations pursuant to Section 7.9, or for such additional periods of time that
may be mutually agreed upon between the Purchaser and the Company. The Purchaser shall use its commercially reasonable efforts to obtain
the approval of the Purchaser Shareholder Approval Matters, including by soliciting from its shareholders proxies as promptly as possible
in favor of the Purchaser Shareholder Approval Matters, and shall take all other action necessary or advisable to secure the required
vote or consent of its shareholders.
7.12
Company Shareholder Meeting. As promptly as practicable after the Registration Statement has become effective, the Company will
call a meeting of its shareholders (the “Company Special Meeting”) or cause a written resolution to be passed
(the “Company Written Resolution”) in order to obtain the Required Company Shareholder Approval, and the Company
shall use its commercially reasonable efforts to solicit from the Company Shareholders proxies in favor of the Required Company Shareholder
Approval prior to such Company Special Meeting or Company Written Resolution, and to take all other actions necessary or advisable to
secure the Required Company Shareholder Approval.
7.13
Public Announcements.
(a)
The Parties agree that, during the Interim Period, no public release, filing or announcement concerning this Agreement or the Ancillary
Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior
written consent of the Purchaser, Pubco and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except
as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case
the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange
for any required filing with respect to, such release or announcement in advance of such issuance.
(b)
As promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), the Parties
shall mutually agree upon and issue a press release announcing the execution of this Agreement (the “Signing Press Release”)
and the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release
and a description of this Agreement as required by Federal Securities Laws, which the Company shall have approved prior to filing. The
Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter),
issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press
Release”). Promptly after the issuance of the Closing Press Release, Pubco shall file a current report on Form 8-K (the
“Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities
Laws which Purchaser shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed)
prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing
Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority
or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish
the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters
as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement,
filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with
the transactions contemplated hereby. Furthermore, nothing contained in this Section7.13 shall prevent the Purchaser or the Company
or its respective Affiliates from furnishing customary or other reasonable information concerning the Transactions to their investors
and prospective investors that is substantively consistent with public statements previously consented to by the other party in accordance
with this Section 7.13.
7.14
Confidential Information.
(a)
The Company, Pubco, First Merger Sub and Second Merger Sub agree that during the Interim Period and, in the event this Agreement is terminated
in accordance with ARTICLE XI, for a period of two (2) years after such termination, they shall, and shall cause their respective
Representatives to: (i) treat and hold in strict confidence any Purchaser Confidential Information that is provided to such Person or
its Representatives, and will not use for any purpose (except in connection with the consummation of the transactions contemplated by
this Agreement or the Ancillary Documents, performing their obligations hereunder or thereunder or enforcing their rights hereunder or
thereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any
of the Purchaser Confidential Information without Purchaser’s prior written consent; and (ii) in the event that the Company, Pubco,
First Merger Sub and Second Merger Sub or any of their respective Representatives, during the Interim Period or, in the event that this
Agreement is terminated in accordance with ARTICLE X, for a period of two (2) years after such termination, becomes legally compelled
to disclose any Purchaser Confidential Information, (A) provide Purchaser to the extent legally permitted with prompt written notice
of such requirement so that Purchaser or an Affiliate thereof may seek, at Purchaser’s sole expense, a protective Order or other
remedy or waive compliance with this Section 7.14 (a), and (B) in the event that such protective Order or other remedy is not
obtained, or Purchaser waives compliance with this Section 7.14 (a), furnish only that portion of such Purchaser Confidential
Information which is legally required to be provided as advised in writing by outside counsel and to exercise its commercially reasonable
efforts to obtain assurances that confidential treatment will be accorded such Purchaser Confidential Information. In the event that
this Agreement is terminated and the transactions contemplated hereby are not consummated, the Company, Pubco, First Merger Sub and Second
Merger Sub shall, and shall cause their respective Representatives to, promptly deliver to Purchaser or destroy (at Purchaser’s
election) any and all copies (in whatever form or medium) of Purchaser Confidential Information and destroy all notes, memoranda, summaries,
analyses, compilations and other writings related thereto or based thereon; provided, however, that the Company, Pubco, First Merger
Sub and Second Merger Sub and their respective Representatives shall be entitled to keep any records required by applicable Law or bona
fide record retention policies; and provided, further, that any Purchaser Confidential Information that is not returned or destroyed
shall remain subject to the confidentiality obligations set forth in this Agreement. Notwithstanding the foregoing, Pubco and its Representatives
shall be permitted to disclose any and all Company Confidential Information to the extent required by the Federal Securities Laws.
(b)
Purchaser hereby agrees that during the Interim Period and, in the event that this Agreement is terminated in accordance with ARTICLE
X, for a period of two (2) years after such termination, it shall, and shall cause its Representatives to: (i) treat and hold in
strict confidence any Company Confidential Information and will not use for any purpose (except in connection with the consummation of
the transactions contemplated by this Agreement or the Ancillary Documents, performing its obligations hereunder or thereunder or enforcing
its rights hereunder or thereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available
to any third party any of the Company Confidential Information without the Company’s prior written consent; and (ii) in the event
that Purchaser or any of its Representatives, during the Interim Period or, in the event that this Agreement is terminated in accordance
with ARTICLE X, for a period of two (2) years after such termination, becomes legally compelled to disclose any Company Confidential
Information, (A) provide the Company to the extent legally permitted with prompt written notice of such requirement so that the Company
may seek, at the Company’s sole expense, a protective Order or other remedy or waive compliance with this Section 7.13 (b)
and (B) in the event that such protective Order or other remedy is not obtained, or the Company waives compliance with this Section
7.13 (b), furnish only that portion of such Company Confidential Information which is legally required to be provided as advised
in writing by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will
be accorded such Company Confidential Information. In the event that this Agreement is terminated and the transactions contemplated hereby
are not consummated, Purchaser shall, and shall cause its Representatives to, promptly deliver to the Company or destroy (at Purchaser’s
election) any and all copies (in whatever form or medium) of Company Confidential Information and destroy all notes, memoranda, summaries,
analyses, compilations and other writings related thereto or based thereon; provided, however, that the Purchaser and its Representatives
shall be entitled to keep any records required by applicable Law or bona fide record retention policies; and provided, further, that
any Company Confidential Information that is not returned or destroyed shall remain subject to the confidentiality obligations set forth
in this Agreement. Notwithstanding the foregoing, Purchaser and its Representatives shall be permitted to disclose any and all Company
Confidential Information to the extent required by the Federal Securities Laws.
(c)
If there is any inconsistency between this Agreement and the terms and conditions of a confidentiality agreement between the Company
and the Purchaser, then the terms and conditions of this Section 7.14 shall govern in all respects.
7.15
Post-Closing Board of Directors and Executive Officers.
(a)
The Parties shall take all necessary action, including causing the directors of the Pubco to resign, so that effective immediately after
the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of seven (7) individuals,
which shall include (i) two (2) persons that are designated by Purchaser prior to the Closing and approved by the Company in its reasonable
judgment (the “Purchaser Directors”) as independent directors, both of whom shall qualify as independent directors
under Nasdaq rules and shall initially serve a one (1) year term unless removed or resign in accordance with the Amended Pubco Charter,
such term effective from the Closing, and (ii) five (5) persons that are designated by the Company prior to the Closing and approved
by the Purchaser in its reasonable judgment (the “Company Directors”) and shall include such number of independent
directors to the effect that the board composition of Pubco will be compliant with Nasdaq rules. At or prior to the Closing, Pubco will
provide each Purchaser Director and Company director with a customary director indemnification agreement, in form and substance reasonably
acceptable to such Purchaser Director or Company Director.
(b)
The Parties shall take all action necessary, including causing the executive officers of Pubco to resign, so that the individuals serving
as the chief executive officer and chief financial officer, respectively, of Pubco immediately after the Closing will be the same individuals
(in the same office) as that of the Company immediately prior to the Closing (unless, at its sole discretion, the Company desires to
appoint another qualified person to either such role, in which case, such other person identified by the Company shall serve in such
role).
7.16
Indemnification of Directors and Officers; Tail Insurance.
(a)
The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former
directors and officers of each Target Company and Purchaser (the “D&O Indemnified Persons”) as provided
in their Organizational Documents, or under any indemnification, employment or other similar agreements between any D&O Indemnified
Person and the applicable Party, in each case as in effect on the date of this Agreement, shall survive the Closing and continue in full
force and effect in accordance with their respective terms to the extent permitted by applicable Law. For a period of six (6) years after
the Effective Time, Pubco shall cause the Organizational Documents of the Surviving Entity and Pubco to contain provisions no less favorable
with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of
the date of this Agreement in the Organizational Documents of the applicable Party to the extent permitted by applicable Law. The provisions
of this Section 7.16 shall survive the Closing and are intended to be for the benefit of, and shall be enforceable by, each of
the D&O Indemnified Persons and their respective heirs and representatives.
(b)
For the benefit of Purchaser’s directors and officers, Purchaser shall be permitted prior to the Effective Time to obtain and fully
pay the premium for a “tail” insurance policy that provides coverage for up to a six-year period from and after the Effective
Time for events occurring prior to the Effective Time (the “D&O Tail Insurance”), except that in no event
shall Pubco be required to pay an annual premium for such insurance in excess of $750,000. If obtained, Pubco shall, for a period of
six years after the Effective Time, maintain the D&O Tail Insurance in full force and effect, and continue to honor the obligations
thereunder, and Pubco shall timely pay or cause to be paid all premiums with respect to the D&O Tail Insurance.
7.17 Trust
Account Proceeds. Upon satisfaction or waiver of the conditions set forth in ARTICLE VIII and provisions of notice thereof to
the Trustee (which notice the Purchaser shall provide to the Trustee in accordance with the terms of the Trust Agreement, (a) in
accordance with and pursuant to the Trust Agreement, at the Closing, Purchaser (i) shall cause any documents, and notices required
to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (ii) shall cause the Trustee to, and the
Trustee shall thereupon be obligated to pay as and when due all amounts payable to former shareholders of the Purchaser pursuant to
the Redemptions. The Parties agree that after the Closing, the funds in the Trust Account, after taking into account payments for
the Redemption, and any proceeds received by Pubco or Purchaser from any PIPE Investment that was procured through the efforts led
by Purchaser, shall first be used to pay (i) the unpaid SPAC Transaction Expenses and the Company Transaction Expenses, subject to
the upper limits of the SPAC Fee Cap and Fee Cap, as applicable, as provided in Section 10.3 of this Agreement and (ii) thereafter
be transferred to a Target Company or Pubco and used for working capital and general corporate purposes.
7.18 PIPE
Investment. Without limiting anything to the contrary contained herein, during the Interim Period, Purchaser may, but shall not
be required to enter into and consummate subscription agreements with investors relating to a private equity investment in
Purchaser, Pubco or the Company to purchase shares of Purchaser, Pubco or the Company in connection with a private placement, and/or
enter into backstop or other alternative financing arrangements with potential investors (a “PIPE
Investment”). If Purchaser elects to seek a PIPE Investment, Purchaser and the Company shall, and shall cause their
respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE
Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the
Company’s senior management participate in any investor meetings and roadshows as reasonably requested by
Purchaser).
7.19
Tax Matters. The Parties hereby agree and acknowledge that for U.S. federal income Tax purposes, the Mergers together are intended
to qualify as an exchange described in Section 351 of the Code (the “Intended Tax Treatment”). Each of the
Parties acknowledge and agree that each is responsible for paying its own Taxes, including any adverse Tax consequences that may result
if the Transactions do not qualify under Section 351 of the Code. Warrant Agreement. Immediately prior to the Effective Time, Purchaser
shall assign to PubCo and PubCo shall assume all of Purchaser’s rights, interests, and obligations in and under the Warrant Agreement,
and the Parties shall, to the extent required by the Warrant Agreement, cause the agent of the SPAC Warrants to enter into an assignment
and assumption agreement reflecting such assignment and assumption of the SPAC Warrants by PubCo and other amendments to the Warrant
Agreement as agreed between the Parties, the form of which is attached hereto as Exhibit E (the Warrant Agreement, as assigned,
assumed, and amended, the “Assumed Warrant Agreement”).
7.20 Reorganization.
Each of the Company and Nanjing Scage shall use commercially reasonable efforts to, and shall cause its Affiliates to, take
or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable in order to consummate the
Reorganization in accordance with applicable Laws as contemplated by the Reorganization Documents as soon as reasonably practicable
and in any event no later than September 30, 2023 (the “Completion Date of Reorganization”) and deliver
all documents that evidence the completion of the Reorganization to the Purchaser, including a certificate signed by an executive
officer of the Company in such capacity, dated the Completion Date of Reorganization, certifying as to the completion of the
Reorganization in accordance with applicable Laws and the Reorganization Documents in all material respects.
7.21
Lock-up Agreement. On or prior to the Closing, in addition to the Key Seller Lock-Up Agreements that would be entered into by
the Key Company Shareholders simultaneously with the execution and delivery of this Agreement, the Company shall cause all other
shareholders of the Company to each enter into a Lock-Up Agreement with Pubco and Purchaser, the form of which is attached as Exhibit
A-2 (the “Seller Lock-up Agreement”), which will become effective as of the Closing, subject to the written
waiver by Purchaser.
7.22
Operation Sustainability of the Company. During the Interim Period and after Closing, each Target Company shall, and the Company
shall cause each Target Company to, (i) comply with all applicable Laws in all material respects, including but not limited to applicable
Laws and regulations in connection with the operations of the Target Companies; (ii) use commercially reasonable efforts to ensure the
sustainability of the collaboration with its cooperative manufacturers for its new energy road vehicles and off-road vehicles manufacturing;
(iii) take proper measures to ensure the continuity of its business operations if PRC government implements any laws or policies that
have a Material Adverse Effect on the Target Companies; and (iv) enter into definitive contracts with its cooperative manufacturers as
soon as practicable, explicitly addressing important matters arising from the collaboration such as the ownership of Intellectual Property,
Trademark usage, vehicle certification, and product liability.
7.23
Delivery of Audited Company Financial Statements. As soon as reasonably practicable following the date of this Agreement but no
later than September 30, 2023, the Company shall deliver to Purchaser the Audited Company Financials; provided, that upon delivery
of such Audited Company Financials as and when such Audited Company Financials have been signed by the Company’s independent auditors
in connection with the filing of the Registration Statement, the representations and warranties set forth in Section 6.7(a) shall
be deemed to apply to the Audited Company Financials with the same force and effect as if made as of the date of this Agreement. “Audited
Company Financial Statements” means the audited financial statements of the Target Companies (including, in each case,
any related notes thereto), consisting of the consolidated balance sheets of the Company as of June 30, 2022 and June 30, 2023, and the
related consolidated income statements and statements of cash flow for the fiscal years then ended, each audited by PCAOB-qualified auditors
in accordance with GAAP and PCAOB standards.
7.24
Indebtedness. If the Closing Date occurs prior to the original Outside Date as provided in Section 10.1, unless otherwise agreed
by the Company in writing, the total Indebtedness of Purchaser (including all SPAC Transaction Expenses incurred in connection with this
Agreement and the Transactions) shall not exceed the SPAC Fee Cap pursuant to Section 10.3.
ARTICLE
VIII
CLOSING CONDITIONS
8.1 Conditions
to Each Party’s Obligations. The obligations of each Party to consummate the Transactions described herein shall be
subject to the satisfaction or written waiver (where permissible) by the Company and Purchaser of the following
conditions:
(a)
Required Purchaser Shareholder Approval. The Purchaser Shareholder Approval Matters that are submitted to the vote of the shareholders
of Purchaser at the Special Shareholder Meeting in accordance with the Proxy Statement shall have been approved by the requisite vote
of the shareholders of Purchaser at the Special Shareholder Meeting in accordance with Purchaser’s Organizational Documents, applicable
Law and the Proxy Statement (the “Required Shareholder Approval”).
(b)
Required Company Shareholder Approval. The Company Special Meeting or Company Written Resolution shall have been held or passed
in accordance with the Companies Act and the Company’s Organizational Documents, and at such meeting, the requisite vote of the
Company Shareholders (including any separate class or series vote that is required, whether pursuant to the Company’s Organizational
Documents, any shareholder agreement or otherwise) shall have authorized, approved and consented to, the execution, delivery and performance
of this Agreement and each of the Ancillary Documents to which the Company is or is required to be a party or bound, and the consummation
of the transactions contemplated hereby and thereby, including the Merger (the “Required Company Shareholder Approval”).
(c)
Antitrust Laws. Any waiting period (and any extension thereof) applicable to the consummation of this Agreement under any Antitrust
Laws shall have expired or been terminated.
(d)
Requisite Regulatory Approvals. All Consents required to be obtained from or made with any Governmental Authority in order to
consummate the transactions contemplated by this Agreement shall have been obtained or made, including but not limited to the CSRC filing.
(e)
Requisite Consents. The Consents required to be obtained from or made with any bank that has granted a valid credit facility to
the Company or any notifications to be made to any such bank in order to consummate the transactions contemplated by this Agreement shall
have each been obtained or made.
(f)
No Adverse Law or Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether
temporary, preliminary or permanent) or Order that is then in effect and which has the effect of making the transactions or agreements
contemplated by this Agreement illegal or which otherwise prevents or prohibits consummation of the transactions contemplated by this
Agreement.
(g)
Amended Pubco Charter. At or prior to the Closing, the shareholder(s) of Pubco shall have adopted the Amended Pubco Charter which
shall be in a form prepared by the Company.
(h)
Registration Statement. The Registration Statement shall have been declared effective by the SEC and shall remain effective as
of the Closing.
(i)
Appointment to the Board. The members of the Post-Closing Pubco Board shall have been elected or appointed as of the Closing with
effect from the Closing consistent with the requirements of Section 7.15.
(j)
Nasdaq Listing Requirements. The Pubco Ordinary Shares and Pubco Warrants contemplated to be listed pursuant to this Agreement
shall have been approved for listing on Nasdaq and shall be eligible for listing on Nasdaq immediately following the Closing, subject
only to official notice of issuance thereof and any applicable requirement to have a sufficient number of round lot holders.
(k)
Net Tangible Asset. The Purchaser or Pubco shall have consolidated net tangible assets of at least $5,000,001 (as calculated and
determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) either immediately prior to the Closing (after giving effect to
the Redemption) or upon the Closing after giving effect to the Mergers (including the Redemption), or Pubco otherwise is exempt from
the provisions of Rule 419 promulgated under the Exchange Act (i.e. one of several exclusions from the “penny stock” rules
of the SEC applies and the Purchaser relies on another exclusion).
8.2 Conditions
to Obligations of the Company, Pubco, First Merger Sub and Second Merger Sub. In addition to the conditions specified in Section
8.1, the obligations of the Company, Pubco, First Merger Sub and Second Merger Sub to consummate the Transactions are subject to
the satisfaction or written waiver (by the Company) of the following conditions:
(a)
Representations and Warranties. All of the representations and warranties of Purchaser set forth in this Agreement and in any
certificate delivered by or on behalf of Purchaser pursuant hereto, shall be true and correct on and as of the date of this Agreement
and on and as of the Closing Date as if made on the Closing Date, except for (i) those representations and warranties that address matters
only as of a particular date (which representations and warranties shall have been accurate as of such date), (ii) any failures to be
true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually
or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, Purchaser.
(b)
Agreements and Covenants. Purchaser shall have performed in all material respects all of its obligations and complied in all material
respects with all of its agreements and covenants under this Agreement to be performed or complied with by it on or prior to the Closing
Date.
(c)
No Purchaser Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to Purchaser since the date
of this Agreement which is continuing and uncured.
(d)
PIPE Investment. The cash proceeds from the PIPE Investment shall be no less than an aggregated of $15,000,000.
(e)
Closing Deliveries.
(i)
Director Certificate. Purchaser shall have delivered to the Company and Pubco a certificate, dated the Closing Date, signed by
an executive officer of Purchaser in such capacity, certifying as to the satisfaction of the conditions specified in Sections 8.2
(a), 8.2(b) and 8.2(c) with respect to Purchaser.
(ii)
Secretary Certificate. Purchaser shall have delivered to the Company and Pubco a certificate from its secretary or other executive
officer certifying as to, and attaching, (A) copies of Purchaser’s Organizational Documents as in effect as of the Closing Date,
(B) the resolutions of Purchaser’s board of directors authorizing and approving the execution, delivery and performance of this
Agreement and each of the Ancillary Documents to which it is a party or by which it is bound, and the consummation of the transactions
contemplated hereby and thereby, (C) evidence that the Required Shareholder Approval has been obtained and (D) the incumbency of officers
authorized to execute this Agreement or any Ancillary Document to which Purchaser is or is required to be a party or otherwise bound.
(iii)
Good Standing. Purchaser shall have delivered to the Company and Pubco a good standing certificate (or similar documents applicable
for such jurisdictions) for Purchaser certified as of a date no earlier than thirty (30) days prior to the Closing Date from the proper
Governmental Authority of Purchaser’s jurisdiction of incorporation and from each other jurisdiction in which Purchaser is qualified
to do business as a foreign entity as of the Closing, in each case to the extent that good standing certificates or similar documents
are generally available in such jurisdictions.
(iv)
Amended and Restated Registration Rights Agreement. The Company and Pubco shall have received a copy of the Amended and Restated
Registration Rights Agreement to, among other matters, have Pubco assume the registration obligations of Purchaser under the Founder
Registration Rights Agreement and have such rights apply to the Pubco Securities, in the form to be mutually agreed by Purchaser and
the Company, duly executed by Purchaser and the holders of a majority of the “Registrable Securities” thereunder.
(v)
Seller Registration Rights Agreement. The Sellers shall have received from Pubco a registration rights agreement covering the
Company Share Consideration received by the Sellers, in the form to be mutually agreed by Purchaser and the Company (the “Seller
Registration Rights Agreement”), duly executed by Pubco.
(vi)
Employment Agreements. The Company and Pubco shall have received employment agreements (the “Employment Agreements”),
in each case effective as of the Closing, in form and substance reasonably acceptable to the Company and the Purchaser, between each
of the persons set forth Schedule 8.3(e)(iv) hereto and the applicable Target Company or the Purchaser, as noted in Schedule
8.3(e)(iv), each such employment agreement duly executed by the parties thereto.
8.3 Conditions
to Obligations of Purchaser. In addition to the conditions specified in Section 8.1, the obligations of Purchaser to
consummate the Transactions are subject to the satisfaction or written waiver (by Purchaser) of the following conditions:
(a)
Representations and Warranties. All of the representations and warranties of the Company, Pubco, First Merger Sub and Second Merger
Sub set forth in this Agreement and in any certificate delivered by or on behalf of the Company, Pubco, First Merger Sub or Second Merger
Sub pursuant hereto shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date as if made on
the Closing Date, except for (i) those representations and warranties that address matters only as of a particular date (which representations
and warranties shall have been accurate as of such date), and (ii) any failures to be true and correct that (without giving effect to
any qualifications or limitations as to materiality or Material Adverse Effect), individually or in the aggregate, have not had and would
not reasonably be expected to have a Material Adverse Effect on the Target Companies, taken as a whole.
(b)
Agreements and Covenants. The Company, Pubco, First Merger Sub and Second Merger Sub shall have performed in all material respects
all of their respective obligations and complied in all material respects with all of their respective agreements and covenants under
this Agreement to be performed or complied with by them on or prior to the Closing Date.
(c)
No Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to the Target Companies, taken as a whole,
since the date of this Agreement which is continuing and uncured.
(d)
Certain Ancillary Documents. The Non-Competition Agreements, the Employment Agreements, the Amended and Restated Registration
Rights Agreement, and, subject to the written waiver by Purchaser, each Key Seller Lock-Up Agreement and each Seller Lock-Up Agreement
shall be in full force and effect in accordance with the terms thereof from the Closing.
(e)
Resignation of Directors and Officers. Subject to the requirements of Section 7.15, the Purchaser shall have received written
resignations, effective as of the Closing, of each of the directors and officers of the Company as requested by the Purchaser prior to
the Closing.
(f)
Termination of Certain Contracts. The Purchaser shall have received evidence reasonably acceptable to the Purchaser that the Contracts
involving the Target Companies and/or Company Security Holders or other Related Persons set forth on Schedule 8.3(f) shall have
been terminated with no further obligation or Liability of the Target Companies thereunder.
(g)
Reorganization. The Reorganization shall have been consummated by the Completion Date of Reorganization pursuant to the Reorganization
Documents.
(h)
[Reserved]
(i)
Equity Dispute. The Company and Nanjing Scage shall have reached a waiver, compromise, conciliation, settlement or similar resolution
of disputes with Shenzhen Deju Brothers Special II Corporate Management Partnership (Limited Partnership)（深圳德聚兄弟专项贰号企业管理合伙企业（有限合伙））regarding
the Company’s or Nanjing Scage’s equity, and the property preservation measures against Nanjing Scage (the equity interest
held by Nanjing Scage in Scage (Shanghai) Hydrogen Energy Technology Co., Ltd. (司凯奇（上海）氢能科技有限公司)
has been judicially frozen) have been released.
(j)
Closing Deliveries.
(i)
Officer Certificate. Purchaser shall have received a certificate from the Company, dated as the Closing Date, signed by an executive
officer of the Company in such capacity, certifying as to the satisfaction of the conditions specified in Sections 8.3 (a), 8.3
(b) and 8.3 (c). Pubco shall have delivered to Purchaser a certificate, dated the Closing Date, signed by an executive officer
of Pubco in such capacity, certifying as to the satisfaction of the conditions specified in Sections 8.3 (a), 8.3 (b) and
8.3 (c) with respect to Pubco, First Merger Sub and Second Merger Sub, as applicable.
(ii)
Secretary Certificates. The Company and Pubco shall each have delivered to Purchaser a certificate from its secretary or other
executive officer certifying as to the validity and effectiveness of, and attaching, (A) copies of its Organizational Documents as in
effect as of the Closing Date (immediately prior to the Effective Time), (B) the requisite resolutions of its board of directors authorizing
and approving the execution, delivery and performance of this Agreement and each Ancillary Document to which it is a party or bound,
and the consummation of the Transactions, and the adoption of the Amended Pubco Charter and recommending the approval and adoption of
the same by the Company Shareholders at a duly called meeting of shareholders, (C) evidence that the Required Company Shareholder Approval
has been obtained, and (D) the incumbency of its officers authorized to execute this Agreement or any Ancillary Document to which it
is or is required to be a party or otherwise bound.
(iii)
Good Standing. The Company shall have delivered to Purchaser good standing certificates (or similar documents applicable for such
jurisdictions) for each Target Company certified as of a date no earlier than thirty (30) days prior to the Closing Date from the proper
Governmental Authority of the Target Company’s jurisdiction of organization and from each other jurisdiction in which the Target
Company is qualified to do business as a foreign corporation or other entity as of the Closing, in each case to the extent that good
standing certificates or similar documents are generally available in such jurisdictions. Pubco shall have delivered to Purchaser good
standing certificates (or similar documents applicable for such jurisdictions) for each of Pubco, First Merger Sub and Second Merger
Sub certified as of a date no earlier than thirty (30) days prior to the Closing Date from the proper Governmental Authority of Pubco’s,
First Merger Sub’s and Second Merger Sub’s jurisdiction of organization and from each other jurisdiction in which Pubco or
Merger Sub is qualified to do business as a foreign corporation or other entity as of the Closing, in each case to the extent that good
standing certificates or similar documents are generally available in such jurisdictions.
(iv)
Employment Agreements. The Purchaser shall have received employment agreements, in each case effective as of the Closing, in form
and substance reasonably acceptable to the Company and the Purchaser, between each of the persons set forth Schedule 8.3(e)(iv)
hereto and the applicable Target Company or the Purchaser, as noted in Schedule 8.3(e)(iv), each such employment agreement duly
executed by the parties thereto.
8.4 Frustration
of Conditions. Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any condition set
forth in this ARTICLE VIII to be satisfied if such failure was caused by the failure of such Party or its Affiliates (or with
respect to the Company, any Target Company, Pubco, First Merger Sub or Second Merger Sub) to comply with or perform any of its
covenants or obligations set forth in this Agreement.
ARTICLE
X
TERMINATION
AND EXPENSES
10.1 Termination.
This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing as
follows:
(a)
by mutual written consent of Purchaser and the Company;
(b)
by written notice by either Purchaser or the Company if any of the conditions to the Closing set forth in ARTICLE VIII have not
been satisfied or waived by February 29, 2024 (the “Outside Date”); provided, that if Purchaser seeks
and receives an Extension, Purchaser may provide a written notice thereof to the Company to obtain, and the Company may in its sole discretion
to grant, the Company’s approval to extend the Outside Date by an additional period equal to the shortest of (A) three additional
months, (B) the period ending on the last day by which Purchaser must consummate its initial Business Combination pursuant to such Extension
and (C) such period as mutually agreed upon by the Parties; provided, however, that the right to terminate this Agreement
under this Section 10.1 (b) shall not be available to a Party if the breach or violation by such Party or its Affiliates (or with
respect to the Company, Pubco, First Merger Sub or Second Merger Sub) of any representation, warranty, covenant or obligation under this
Agreement was a material and proximate cause of, or materially and proximately resulted in, the failure of the Closing to occur on or
before the Outside Date.
(c)
by written notice by either Purchaser or the Company if a Governmental Authority of competent jurisdiction shall have issued an Order
or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement,
and such Order or other action has become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant
to this Section 10.1 (c) shall not be available to a Party if the failure by such Party or its Affiliates (or with respect to
the Company, any Seller, Pubco, First Merger Sub, or Second Merger Sub) to comply with any provision of this Agreement has been a material
cause of, or materially resulted in, such action by such Governmental Authority;
(d)
by written notice by the Company to Purchaser, if (i) there has been a material breach by the Purchaser of any of its representations,
warranties, covenants or agreements contained in this Agreement, or if any representation or warranty of the Purchaser shall have become
untrue or materially inaccurate, in any case, which would result in a failure of a condition set forth in Section 8.2 (a) or Section
8.2 (b) to be satisfied (treating the Closing Date for such purposes as the date of this Agreement or, if later, the date of such
breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after
written notice of such breach or inaccuracy is provided to Purchaser by the Company or (B) the Outside Date; provided, that the Company
shall not have the right to terminate this Agreement pursuant to this Section 10.1 (d) if at such time the Company, Pubco, First
Merger Sub or Second Merger Sub is in material uncured breach of this Agreement;
(e)
by written notice by the Company to Purchaser if the Purchaser Board or any committee thereof has withheld, withdrawn, qualified, amended
or modified, or publicly proposed or resolved to withhold, withdraw, qualify, amend or modify, the Purchaser Recommendation;
(f)
by written notice by the Company to the Purchaser, if there shall have been a Material Adverse Effect on the Purchaser following the
date of this Agreement which is uncured and continuing;
(g)
by written notice by the Purchaser to the Company, if (i) there has been a breach by the Company of any of its covenants or agreements
contained in Section 7.23, or (ii) if the Company’s total assets as of June 30, 2023 calculated in accordance with the Audited
Financial Statements is more than five (5%) lower than the total assets as of the same date calculated in accordance with the Company
Financials.
(h)
by written notice by the Purchaser to the Company, if there shall have been a Material Adverse Effect on the Target Companies taken as
a whole following the date of this Agreement which is uncured and continuing;
(i)
by written notice by Purchaser to the Company, if (i) there has been a breach by the Company, Pubco, First Merger Sub or Second Merger
Sub of any of their respective representations, warranties, covenants or agreements contained in this Agreement, or if any representation
or warranty of such Parties shall have become untrue or inaccurate, in any case, which would result in a failure of a condition set forth
in Section 8.3 (a) or Section 8.3 (b) to be satisfied (treating the Closing Date for such purposes as the date of this
Agreement or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within
the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided to the Company by Purchaser or (B)
the Outside Date; provided, that Purchaser shall not have the right to terminate this Agreement pursuant to this Section 10.1(f) if
at such time Purchaser is in material uncured breach of this Agreement;
(j)
by written notice by either Purchaser or the Company to the other if the Special Shareholders Meeting is held (including any adjournment
or postponement thereof) and has concluded, Purchaser’s shareholders have duly voted, and the Required Shareholders Approval was
not obtained; provided that the right to terminate this Agreement under this Section 10.1 (j) shall not be available to
a Party if the material breach or violation by such Party of any representation, warranty, covenant or obligation under this Agreement
was a direct cause of the failure to obtain the Required Shareholders Approval;
(k)
by written notice by either the Purchaser or the Company to the other, if the Company Special Meeting is held (including any adjournment
or postponement thereof) and has concluded, the Company Shareholders have duly voted, and the Required Company Shareholder Approval was
obtained; provided that the right to terminate this Agreement under this Section 10.1(j) shall not be available to a Party if
the material breach or violation by such Party of any representation, warranty, covenant or obligation under this Agreement was a direct
cause of the failure to obtain the Required Company Shareholder Approval; and
(l)
by written notice by Purchaser to the Company, if the Reorganization has not been completed by the Completion Date of Reorganization.
10.2 Effect
of Termination. This Agreement may only be terminated in the circumstances described in Section 10.1 and pursuant to a
written notice delivered by the applicable Party to the other applicable Parties, which sets forth the basis for such termination,
including the provision of Section 10.1 under which such termination is made. In the event of the valid termination of this
Agreement pursuant to Section 10.1, this Agreement shall forthwith become void, and there shall be no Liability on the part
of any Party or any of their respective Representatives, and all rights and obligations of each Party shall cease, except: (i) Section
7.14 (Confidential Information), this Section 10.2 (Effect of Termination), Section 10.3 (Fees and Expenses), Section
11.1 (Waiver of Claims Against Trust), ARTICLE XI (Miscellaneous), and any definitions to the foregoing under ARTICLE
XII shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any Party from Liability for any
willful breach of any representation, warranty, covenant or obligation under this Agreement or any Fraud Claim against such Party,
in either case, prior to termination of this Agreement (in each case of clauses (i) and (ii) above, subject to Section Article
VI11.1). Without limiting the foregoing, and except as provided in Sections 9.3 and this Section 9.2 (but subject
to Section 10.1) and subject to the right to seek injunctions, specific performance or other equitable relief in accordance
with Section 11.7, the Parties’ sole right prior to the Closing with respect to any breach of any representation,
warranty, covenant or other agreement contained in this Agreement by another Party or with respect to the transactions contemplated
by this Agreement shall be the right, if applicable, to terminate this Agreement pursuant to Section 9.1.
10.3
Fees and Expenses.
(a)
Except as otherwise provided in this Agreement, all expenses incurred in connection with this Agreement and the Transactions contemplated
hereby shall be paid by the Party incurring such expenses, whether or not the Closing has occurred in accordance with this Agreement;
provided that Purchaser and the Company shall each pay one half of the filing fee for any notification and report forms filed
under any Antitrust Laws, if any, and one half of all registration fees or filing fees payable to the SEC, Nasdaq or any other Governmental
Entity, in each case of the foregoing in connection with the Transactions; provided, further, that if the Closing is consummated
prior to the Outside Date, Pubco shall be responsible for paying (i) the SPAC Transaction Expenses in an amount of up to US$9,000,000
(the “SPAC Fee Cap”); provided, however, that those SPAC Transaction Expenses set forth on Schedule 10.3(a)(i)
shall be excluded from the SPAC Fee Cap and (ii) the SPAC Transaction Expenses and the Company Transaction Expenses, in an aggregate
amount, shall not exceed US$15,000,000 (the “Fee Cap”); provided further, however, that those SPAC Transaction
Expenses set forth on Schedule 10.3(a)(i) shall be excluded from the Fee Cap. Attached as Schedule 10.3(a) is an estimate as of
the date of this Agreement of the SPAC Transaction Expenses for illustrative purposes, and shall not be binding on any Party.
(b)
Subject to Section 4.6 (d) and Section 7.3 (b), the Company and Purchaser agree that during the Interim Period each Party’s
discretionary expenses, such as fees and expenses related to travel and communication, shall not without the prior written consent of
the other Party, exceed One Hundred Thousand U.S. Dollars ($100,000) in aggregate.
ARTICLE
XI
WAIVERS AND RELEASES
11.1 Waiver
of Claims Against Trust. Reference is made to the IPO Prospectus. The Company, Pubco, First Merger Sub and Second Merger Sub
hereby represents and warrants that it has read the IPO Prospectus and understands that Purchaser has established the Trust Account
containing the proceeds of the IPO and the overallotment shares acquired by Purchaser’s underwriters and from certain private
placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of
Purchaser’s public shareholders (including overallotment shares acquired by Purchaser’s underwriters) (the
“Public Shareholders”) and that, except as otherwise described in the IPO Prospectus, Purchaser may
disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their shares of
Purchaser Ordinary Shares (or Pubco Ordinary Shares upon the Merger) in connection with the consummation of its initial business
combination (as such term is used in the IPO Prospectus) (the “Business Combination”) or in connection
with an amendment to Purchaser’s Organizational documents to extend Purchaser’s deadline to consummate a Business
Combination, (b) to the Public Shareholders if Purchaser fails to consummate a Business Combination within 30 months after the
closing of the IPO, subject to further extension by amendment to Purchaser’s Organizational Documents, (c) with respect to any
interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise or income taxes, and (d) to
Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of Purchaser entering into
this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of
the Company, Pubco, First Merger Sub and Second Merger Sub hereby agree on behalf of itself and its Affiliates that, notwithstanding
anything to the contrary in this Agreement, none of the Company, Pubco, First Merger Sub, Second Merger Sub nor any of their
respective Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies
in the Trust Account or distributions therefrom prior to the Closing, or make any claim against the Trust Account (including any
distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this
Agreement or any proposed or actual business relationship between Purchaser or any of its Representatives, on the one hand, and the
Company, Pubco, First Merger Sub and Second Merger, or any Seller or any of their respective Representatives, on the other hand, or
any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability
(collectively, the “Released Claims”). Each of the Company, Pubco, First Merger Sub and Second Merger Sub
on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims that any such Party or any of its Affiliates
may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of,
any negotiations, contracts or agreements with Purchaser or its Representatives and will not seek recourse against the Trust Account
(including any Public Shareholder Distributions) for any reason whatsoever (including for an alleged breach of this Agreement or any
other agreement with Purchaser or its Affiliates); provided, however, that, for the avoidance of doubt, the foregoing waiver will
not limit or prohibit the Company from pursuing a claim against the Purchaser or any other person (other than Public Shareholders
with respect to funds released from the Trust Account pursuant to the Redemption), in each case for (i) legal relief against monies
or other assets of the Purchaser held outside of the Trust Account (and any assets that have been purchased or acquired with any
such funds other than distributions therefrom to its public shareholders); (ii) specific performance or other equitable relief in
connection with the Transactions, provided that (x) such claim is permitted pursuant to Section 12.7 and (y) the Company shall not
be entitled to seek specific performance to enforce the release or other distribution of funds from the Trust Account. The Company,
Pubco, First Merger Sub and Second Merger Sub each agree and acknowledge that such irrevocable waiver is material to this Agreement
and specifically relied upon by Purchaser and its Affiliates to induce Purchaser to enter in this Agreement, and each of the
Company, Pubco, First Merger Sub and Second Merger Sub further intends and understands such waiver to be valid, binding and
enforceable against such Party and each of its Affiliates under applicable Law. To the extent the Company, Pubco, First Merger Sub
and Second Merger Sub or any of their respective Affiliates commences any action or proceeding based upon, in connection with,
relating to or arising out of any matter relating to Purchaser or its Representatives, which proceeding seeks, in whole or in part,
monetary relief against Purchaser or its Representatives, each of the Company, Pubco, First Merger Sub and Second Merger Sub hereby
acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and
that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of
them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the
event that the Company, Pubco, First Merger Sub and Second Merger Sub any of their respective Affiliates commences Action based
upon, in connection with, relating to or arising out of any matter relating to Purchaser or its Representatives which proceeding
seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders,
whether in the form of money damages or injunctive relief, Purchaser and its Representatives, as applicable, shall be entitled to
recover from the Company, Pubco, First Merger Sub and Second Merger Sub or any of their respective Affiliates, as applicable, the
associated legal fees and costs in connection with any such Action, in the event Purchaser or its Representatives, as applicable,
prevails in such Action. This Section 11.1 shall survive termination of this Agreement for any reason.
ARTICLE
XII
MISCELLANEOUS
12.1 Notices.
All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given
when delivered (i) in person, (ii) by facsimile or other electronic means (including email), with affirmative confirmation of
receipt, (iii) one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv)
three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each
case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified by like
notice):
If
to Purchaser at or prior to the Closing, to:
Finnovate
Acquisition Corp.
The
White House
20
Genesis Close, George Town
Grand
Cayman, Cayman Islands KY1 1208
Attn:
Calvin Kung, Chief Executive Officer
Telephone
No.: +86 131-2230-7009
Email:
calvin@estonecapital.com |
|
with
a copy (which will not constitute notice) to:
Ellenoff
Grossman & Schole LLP
1345
Avenue of the Americas, 11th Floor
New
York, New York 10105, USA
Attn:
Barry I. Grossman, Esq.
Jonathan
P. Cramer, Esq.
Facsimile
No.: (212) 370-7889
Telephone
No.: (212) 370-1300
Email:
bigrossman@egsllp.com
jcramer@egsllp.com |
| |
|
|
If
to the Company at or prior to the Closing, to:
Scage
International Limited
2F,
Building 6, No. 6 Fengxin Road, Yuhuatai District, Nanjing City, Jiangsu Province, China
Attn:
An Jimin
Telephone
No.: +86 13956222991
Email:
scagepr@scagefd.com |
|
with
a copy (which will not constitute notice) to:
Wilson
Sonsini Goodrich & Rosati PC
Unit
2901, 29F, Tower C, Beijing Yintai Centre
No.
2 Jianguomenwai Avenue
Chaoyang
District, Beijing
Facsimile
+86 10 65298399
Telephone No.: +86 10 6529 8300
Email:
projectsparta@wsgr.com
and
a copy to:
Jingtian
& Gongcheng
34th
Floor, Tower 3, China Central Place, 77 Jianguo Road, Chaoyang District, Beijing
Facsimile
No.: +86 10 58091100
Telephone No.: +86 10 58091000 |
If
to Pubco, First Merger Sub or Second Merger Sub at or prior to the Closing, to:
Scage
International Limited
2F,
Building 6, No. 6 Fengxin Road, Yuhuatai District, Nanjing City, Jiangsu Province, China
Attn:
An Jimin
Telephone
No.: +86 13956222991
Email:
scagepr@scagefd.com |
|
with
a copy (which will not constitute notice) to:
Wilson
Sonsini Goodrich & Rosati PC
Unit
2901, 29F, Tower C, Beijing Yintai Centre
No.
2 Jianguomenwai Avenue
Chaoyang
District, Beijing
Facsimile:
+86 10 65298399
Telephone
No.: +86 10 6529 8300
Email:
projectsparta@wsgr.com
and
a copy to:
Jingtian
& Gongcheng
34th
Floor, Tower 3, China Central Place, 77 Jianguo Road, Chaoyang District, Beijing
Facsimile
No.: +86 10 58091100
Telephone
No.: +86 10 58091000 |
| |
|
|
If
to Pubco, Purchaser, or the Company after the Closing, to:
Scage
Future
2F,
Building 6, No. 6 Fengxin Road, Yuhuatai District, Nanjing City, Jiangsu Province, China
Attn: An Jimin
Telephone No.: +86 13956222991
Email: scagepr@scagefd.com |
|
with
a copy (which will not constitute notice) to:
Wilson
Sonsini Goodrich & Rosati PC
Unit
2901, 29F, Tower C, Beijing Yintai Centre
No.
2 Jianguomenwai Avenue
Chaoyang
District, Beijing
Facsimile:
+86 10 65298399
Telephone No.: +86 10 6529 8300
Email:
projectsparta@wsgr.com
and
a copy to:
Jingtian
& Gongcheng
34th
Floor, Tower 3, China Central Place, 77 Jianguo Road, Chaoyang District, Beijing
Facsimile
No.: +86 10 58091100
Telephone No.: +86 10 58091000 |
12.2 Binding
Effect; Assignment. Subject to Section 12.3, this Agreement and all of the provisions hereof shall be binding upon and
inure solely to the benefit of the Parties hereto and their respective successors and permitted assigns. This Agreement shall not be
assigned by operation of Law or otherwise without the prior written consent of Purchaser, Pubco and the Company, and any assignment
without such consent shall be null and void; provided that no such assignment shall relieve the assigning Party of its obligations
hereunder.
12.3 Third
Parties. Except for the rights of the D&O Indemnified Persons set forth in Section 7.16, which the Parties
acknowledge and agree are express third-party beneficiaries of this Agreement, nothing contained in this Agreement or in any
instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or
be deemed to have been executed for the benefit of, any Person that is not a Party hereto or thereto or a successor or permitted
assign of such a Party.
12.4
Nonsurvival of Representations, Warranties and Covenants. Without prejudice to Section 9.2, none of the representations, warranties
or covenants or agreements that contemplate the performance prior to the Closing in this Agreement or in any document or instrument delivered
pursuant to this Agreement shall survive the Closing and all rights, claims and causes of action (whether in contract or in tort or otherwise,
or whether at law or in equity) with respect thereto shall terminate at the Closing. Notwithstanding the foregoing, neither this Section
12.4 nor anything else in this Agreement to the contrary shall limit the survival of any covenant or agreement of the Parties which
by its terms is required to be performed or complied with in whole or in part at, as of or after the Closing, which covenants and agreements
shall survive the Closing in accordance with their respective terms.
12.5 Governing
Law; Jurisdiction. This Agreement and all Actions (whether in contract, tort or otherwise) that may be based upon, arise out of
or relate to this Agreement or the negotiation, execution or performance hereof (including any claim or cause of action based upon,
arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to
enter into this Agreement) shall be governed by, construed and enforced in accordance with the Laws (both substantive and
procedural) of the State of New York. Notwithstanding the foregoing, (i) the following matters arising out of or relating to this
Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the
Parties hereby irrevocable submit it to the non-exclusive jurisdiction of the courts of the Cayman Islands: (a) the First Merger and
(b) following the First Merger, (x) the vesting of the rights and the property of every description including choses in action,
business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of First
Merger Sub and the Company in the Surviving Company and (y) the cancellation of the shares, the rights provided in Section 238 of
the Cayman Companies Act, the fiduciary or other duties of the board of directors of the Company and the board of directors of First
Merger Sub and the internal corporate affairs of the Company, First Merger Sub and the Surviving Company; (ii) the following matters
arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman
Islands in respect of which the Parties hereby irrevocable submit it to the non-exclusive jurisdiction of the courts of the Cayman
Islands: (a) the Second Merger and (b) following the Second Merger, (x) the vesting of the rights and the property of every
description including choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts,
obligations, claims, debts and liabilities of Second Merger Sub and Purchaser in the Surviving Entity and (y) the cancellation of
the shares, the rights provided in Section 238 of the Companies Act, the fiduciary or other duties of the board of directors of
Purchaser and the board of directors of Second Merger Sub and the internal corporate affairs of Purchaser and Second Merger Sub. All
Actions arising out of or relating to this Agreement shall be heard and determined exclusively in the federal courts of the State of
New York sitting in New York, New York or any appellate courts thereof (collectively, the “Specified
Courts”). Each Party hereto hereby (a) submits to the exclusive personal and subject matter jurisdiction of any
Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any Party hereto and (b)
irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not
subject to the personal or subject matter jurisdiction of the above-named courts, that its property is exempt or immune from
attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this
Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each Party agrees that a final
judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner
provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other
Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of
copies of such process to such Party at the applicable address set forth in Section 12.1. Nothing in this Section 12.5
shall affect the right of any Party to serve legal process in any other manner permitted by Law.
12.6 WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO
HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION
DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH
CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
12.6.
12.7 Specific
Performance. Each Party acknowledges that the rights of each Party to consummate the transactions contemplated hereby are
unique, recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the
non-breaching Parties may have not adequate remedy at law, and agree that irreparable damage may occur in the event that any of the
provisions of this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise
breached. Accordingly, each Party shall be entitled to seek an injunction, restraining order or other equitable remedy to prevent or
remedy any breach of this Agreement and to seek to enforce specifically the terms and provisions hereof, in each case, without the
requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any
other right or remedy to which such Party may be entitled under this Agreement, at law or in equity.
12.8 Severability.
In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be
modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable,
and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired
thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon
such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute
for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid,
legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.
12.9 Amendment.
This Agreement may be amended, supplemented or modified only by execution of a written instrument signed by each of the Parties
hereto.
12.10 Waiver.
Each of Purchaser, Pubco and the Company on behalf of itself and its Affiliates, may in its sole discretion (i) extend the time for
the performance of any obligation or other act of any other non-Affiliated Party hereto, (ii) waive any inaccuracy in the
representations and warranties by such other non-Affiliated Party contained herein or in any document delivered pursuant hereto and
(iii) waive compliance by such other non-Affiliated Party with any covenant or condition contained herein. Any such extension or
waiver shall be valid only if set forth in an instrument in writing signed by the Party or Parties to be bound thereby.
Notwithstanding the foregoing, no failure or delay by a Party in exercising any right hereunder shall operate as a waiver thereof
nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.
12.11 Entire
Agreement. This Agreement and the documents or instruments referred to herein, including any exhibits, annexes and schedules
attached hereto, which exhibits, annexes and schedules are incorporated herein by reference, together with the Ancillary Documents,
embody the entire agreement and understanding of the Parties hereto in respect of the subject matter contained herein. There are no
restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to
herein or the documents or instruments referred to herein, which collectively supersede all prior agreements and the understandings
among the Parties with respect to the subject matter contained herein.
12.12 Interpretation.
The table of contents and the Article and Section headings contained in this Agreement are solely for the purpose of reference, are
not party of the agreement of the Parties and shall not in any way affect the meaning or interpretation of this Agreement. In this
Agreement, unless the context otherwise requires: (a) any pronoun used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and words in the singular, including any defined terms, include the plural and vice versa; (b) reference
to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are
permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) any
accounting term used and not otherwise defined in this Agreement or any Ancillary Document has the meaning assigned to such term in
accordance with GAAP, based on the accounting principles used by the applicable Person, provided that any accounting term with
respect to any Target Company shall be interpreted in accordance with the Accounting Principles; (d) “including” (and
with correlative meaning “include”) means including without limiting the generality of any description preceding or
succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (e) the words
“herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be
deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement;
(f) the word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the
phrase “and only if”; (g) the term “or” means “and/or”; (h) the word “day” means
calendar day unless Business Day is expressly specified;(i) any reference to the term “ordinary course” or
“ordinary course of business” shall be deemed in each case to be followed by the words “consistent with past
practice”; (j) any agreement, instrument, insurance policy, Law or Order defined or referred to herein or in any agreement or
instrument that is referred to herein means such agreement, instrument, insurance policy, Law or Order as from time to time amended,
modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes,
regulations, rules or orders) by succession of comparable successor statutes, regulations, rules or orders and references to all
attachments thereto and instruments incorporated therein; (k) except as otherwise indicated, all references in this Agreement to the
words “Section,” “Article”, “Schedule”, “Annex” and “Exhibit” are
intended to refer to Sections, Articles, Schedules, Annexes and Exhibits to this Agreement; and (l) the term “Dollars”
or “$” means United States dollars. Any reference in this Agreement to a Person’s directors shall include any
member of such Person’s governing body and any reference in this Agreement to a Person’s officers shall include any
Person filling a substantially similar position for such Person. Any reference in this Agreement or any Ancillary Document to a
Person’s shareholders or stockholders shall include any applicable owners of the equity interests of such Person, in whatever
form. The Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an
ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties
hereto, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any
provision of this Agreement. To the extent that any Contract, document, certificate or instrument is represented and warranted to by
the Company to be given, delivered, provided or made available by the Company, in order for such Contract, document, certificate or
instrument to have been deemed to have been given, delivered, provided and made available to Purchaser or its Representatives, such
Contract, document, certificate or instrument shall have been posted to the electronic data site maintained on behalf of the Company
for the benefit of Purchaser and its Representatives and Purchaser and its Representatives have been given access to the electronic
folders containing such information, or such information or documentation was made available or otherwise provided to Purchaser, its
Affiliates or any of their Representatives in-person or by email.
12.13 Counterparts.
This Agreement may be executed and delivered (including by facsimile, email or other electronic transmission) in one or more
counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and the same agreement.
12.14 No
Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, this Agreement may only be enforced
against, and any Legal Proceeding for breach of this Agreement may only be made against, the entities that are expressly identified
herein as Parties to this Agreement, and no related party of a Party shall have any liability for any liabilities or obligations of
the Parties for any Legal Proceeding (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any oral
representations made or alleged to be made in connection herewith. No Party shall have any right of recovery in respect hereof
against any related party of a Party and no personal liability shall attach to any related party of a Party through such Party,
whether by or through attempted piercing of the corporate veil, by the enforcement of any judgment, fine or penalty or by virtue of
any Applicable Law or otherwise. The provisions of this Section 12.14 shall survive the Closing and expressly are intended to
benefit, and are enforceable by, each related party of a Party, each of whom is an intended third-party beneficiary of this Section
12.14.
12.15 Legal
Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented
Purchaser and the Sponsor in connection with this Agreement, the Ancillary Documents and the Transactions, and has also represented
Purchaser, Sponsor and/or their respective Affiliates in connection with matters other than the transaction that is the subject of
this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor or its Affiliates in connection with
matters in which such Persons are adverse to Pubco, Purchaser or any of their respective Affiliates, including any disputes arising
out of, or related to, this Agreement. The Company, Pubco, First Merger Sub and Second Merger Sub, who are or have the right to be
represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to
waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection
with EGS’s future representation of one or more of the Sponsor or its Affiliates in which the interests of such Person are
adverse to the interests of Pubco, First Merger Sub and Second Merger Sub, Purchaser, the Company or any of their respective
Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any
prior representation by EGS of the Sponsor, Purchaser or any of their respective Affiliates. The Parties acknowledge and agree that,
for the purposes of the attorney-client privilege, the Sponsor shall be deemed the client of EGS with respect to the negotiation,
execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the
Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor, shall be
controlled by the Sponsor and shall not pass to or be claimed by Pubco, Purchaser; provided, further, that nothing contained herein
shall be deemed to be a waiver by Pubco, Purchaser or any of their respective Affiliates of any applicable privileges or protections
that can or may be asserted to prevent disclosure of any such communications to any third party.
ARTICLE
XIII
DEFINITIONS
13.1
Certain Definitions. For purpose of this Agreement, the following capitalized terms have the following meanings:
“Accounting
Principles” means in accordance with GAAP, as in effect at the date of the financial statement to which it refers or if
there is no such financial statement, then as of the Closing Date, using and applying the same accounting principles, practices, procedures,
policies and methods (with consistent classifications, judgments, elections, inclusions, exclusions and valuation and estimation methodologies)
used and applied by the Company and/or the Target Companies in the preparation of the latest audited Company Financials (if any).
“Action”
means any notice of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit, settlement, complaint,
stipulation, assessment or arbitration, or any request (including any request for information), inquiry, hearing, proceeding or investigation,
by or before any Governmental Authority.
“Affiliate”
means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such
Person. For the avoidance of doubt, Sponsor shall be deemed to be an Affiliate of Purchaser prior to the Closing.
“Aggregate
Merger Consideration Amount” means (a) One Billion U.S. Dollars ($1,000,000,000) minus (b) if Closing Net Debt is
a positive number, the amount of Closing Net Debt, plus (c) if Closing Net Debt is a negative number, the absolute value of the
amount of Closing Net Debt.
“Amended
Pubco Charter” means an amended and restated memorandum and articles of association of the Pubco in a customary form to
be determined by the Company and agreed by the Purchaser (which agreement shall not be unreasonably withheld), which will become effective
immediately prior to the completion of the First Merger.
“Ancillary
Documents” means each agreement, instrument or document including the Key Seller Lock-Up Agreements, the Assumed Warrant
Agreement, the Non-Competition Agreements, Seller Lock-Up Agreements, the Sponsor Support Agreement, the Shareholder Support Agreement,
the Insider Letter Amendment, the Amended and Restated Registration Rights Agreement, the Seller Registration Rights Agreement, the Amended
Pubco Charter, the Employment Agreements, and other agreements, certificates and instruments to be executed or delivered by any of the
Parties hereto in connection with or pursuant to this Agreement.
“Benefit
Plans” of any Person means any and all deferred compensation, executive compensation, incentive compensation, equity purchase
or other equity-based compensation plan, employment or consulting, severance or termination pay, holiday, vacation or other bonus plan
or practice, hospitalization or other medical, life, or welfare benefit or other insurance, supplemental unemployment benefits, profit
sharing, pension, or retirement plan, program, agreement, commitment or arrangement, and each other employee benefit plan, program, agreement
or arrangement, including each “employee benefit plan” as such term is defined under Section 3(3) of ERISA, maintained or
contributed to or required to be contributed to by a Person for the benefit of any employee or terminated employee of such Person, or
with respect to which such Person has any Liability.
“Business
Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York,
China or the Cayman Islands are authorized to close for business, excluding as a result of “stay at home”, “shelter-in-place”,
“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the
direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially
banking institutions in the foregoing locations are generally open for use by customers on such day.
“Cayman
Companies Act” means the Companies Act (As Revised) of the Cayman Islands, as amended.
“China”
means PRC, the People’s Republic of China.
“Closing
Company Cash” means, as of the Reference Time, the aggregate cash and cash equivalents of the Target Companies on hand
or in bank accounts, including deposits in transit, minus the aggregate amount of outstanding and unpaid checks issued by or on behalf
of the Target Companies as of such time.
“Closing
Net Debt” means, as of the Reference Time, (i) the aggregate Indebtedness of the Target Companies, less (ii) the Closing
Company Cash, in each case of clauses (i) and (ii), on a consolidated basis and as determined in accordance with the Accounting Principles.
“Code”
means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as amended. Reference to a specific section of
the Code shall include such section and any valid treasury regulation promulgated thereunder.
“Company
Confidential Information” means all confidential or proprietary documents and information concerning the Target Companies,
Pubco, First Merger Sub or Second Merger Sub or any of their respective Representatives, furnished in connection with this Agreement
or the transactions contemplated hereby; provided, however, that Company Confidential Information shall not include any
information which, (i) at the time of disclosure by Purchaser or its Representatives, is generally available publicly and was not disclosed
in breach of this Agreement or (ii) at the time of the disclosure by the Company, Pubco, First Merger Sub, Second Merger Sub or their
respective Representatives to Purchaser or its Representatives was previously known by such receiving party without violation of Law
or any confidentiality obligation by the Person receiving such Company Confidential Information.
“Company
Convertible Securities” means, collectively, any options, warrants or rights to subscribe for or purchase any share capital
of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any share
capital of the Company.
“Company
Merger Shares” means a number of Pubco Ordinary Shares equal to the quotient determined by dividing (i) the Aggregate Merger
Consideration Amount by (ii) Per Share Price.
“Company
Ordinary Shares” means, upon and after completion of the Reorganization, the ordinary shares, $0.00001 par value per share,
of the Company.
“Company
Preferred Shares” means, upon and after completion of the Reorganization, the preferred shares, par value $0.00001 per
share, of the Company.
“Company
Shares” means, collectively, the Company Ordinary Shares and the Company Preferred Shares.
“Company
Securities” means, collectively, the Company Shares and any other Company Convertible Securities.
“Company
Security Holders” means, collectively, the holders of Company Securities.
“Company
Shareholders” means, collectively, the holders of Company Shares.
“Company
Transaction Expenses” means all reasonable and documented out-of-pocket fees and expenses payable by any Target Company
(whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation or consummation of this Agreement
or any Ancillary Document or the Transactions, including (a) all fees, costs, expenses, brokerage fees, commissions, finders’ fees
and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service
providers, including consultants and public relations firms, as appointed by the Company, and (b) subject to Section 10.3, any and all
filing fees payable by any Target Company or any of their respective Affiliates to the Governmental Authorities in connection with the
Transactions. All Company Transaction Expenses shall be supported with formal bills or invoices setting out in reasonable detail the
scope of services that have been provided if such Company Transactions shall be borne by Pubco pursuant to Section 10.3.
“Consent”
means any consent, approval, waiver, authorization or Permit of, or notice to or declaration or filing with any Governmental Authority
or any other Person.
“Contracts”
means all contracts, agreements, binding arrangements, bonds, notes, indentures, mortgages, debt instruments, purchase order, licenses
(and all other contracts, agreements or binding arrangements concerning Intellectual Property), franchises, leases and other instruments
or obligations of any kind, written or oral (including any amendments and other modifications thereto).
“Control”
of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
of such Person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled”, “Controlling”
and “under common Control with” have correlative meanings. Without limiting the foregoing, a Person (the “Controlled
Person”) shall be deemed Controlled by (a) any other Person (i) owning beneficially, as meant in Rule 13d-3 under the Exchange
Act, securities entitling such Person to cast ten percent (10%) or more of the votes for election of directors or equivalent governing
authority of the Controlled Person or (ii) entitled to be allocated or receive ten percent (10%) or more of the profits, losses, or distributions
of the Controlled Person; (b) an officer, director, general partner, partner (other than a limited partner), manager, or member (other
than a member having no management authority that is not a Person described in clause (a) above) of the Controlled Person; or (c) a spouse,
parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law of an
Affiliate of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person or of which an Affiliate of the
Controlled Person is a trustee.
“Copyrights”
means any works of authorship, mask works and all copyrights therein, including all renewals and extensions, copyright registrations
and applications for registration and renewal, and non-registered copyrights.
“CSRC”
means the China Securities Regulatory Commission.
“Environmental
Law” means any Law any way relating to (a) the protection of human health and safety, (b) the protection, preservation
or restoration of the environment and natural resources (including air, water vapor, surface water, groundwater, drinking water supply,
surface land, subsurface land, plant and animal life or any other natural resource), or (c) the exposure to, or the use, storage, recycling,
treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Hazardous Materials, including
the Comprehensive Environmental Response, Compensation and Liability Act, 42 USC. Section 9601 et. seq., the Resource Conservation and
Recovery Act, 42 USC. Section 6901 et. seq., the Toxic Substances Control Act, 15 USC. Section 2601 et. seq., the Federal Water Pollution
Control Act, 33 USC. Section 1151 et seq., the Clean Air Act, 42 USC. Section 7401 et seq., the Federal Insecticide, Fungicide and Rodenticide
Act, 7 USC. Section 111 et. seq., Occupational Safety and Health Act, 29 USC. Section 651 et. seq. (to the extent it relates to exposure
to Hazardous Substances), the Asbestos Hazard Emergency Response Act, 15 USC. Section 2601 et. seq., the Safe Drinking Water Act, 42
USC. Section 300f et. seq., the Oil Pollution Act of 1990 and analogous state acts.
“Environmental
Liabilities” means, in respect of any Person, all Liabilities, obligations, responsibilities, Remedial Actions, Actions,
Orders, losses, damages, costs, and expenses (including all reasonable fees, disbursements, and expenses of counsel, experts, and consultants
and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand
by any other Person or in response to any violation of Environmental Law, whether known or unknown, accrued or contingent, whether based
in contract, tort, implied or express warranty, strict liability, criminal or civil statute, to the extent based upon, related to, or
arising under or pursuant to any Environmental Law, Environmental Permit, Order, or Contract with any Governmental Authority or other
Person, that relates to any environmental, health or safety condition, violation of Environmental Law, or a Release or threatened Release
of Hazardous Materials.
“Equity
Securities” means any share, share capital, capital stock, partnership, membership, any other ownership interest or similar
interest in any Person (including any share appreciation, phantom stock, profit participation or similar rights), and any direct or indirect
option, warrant, right, security (including debt securities) convertible, exchangeable or exercisable, directly or indirectly, therefor.
“ERISA”
means the U.S. Employee Retirement Income Security Act of 1974, as amended.
“Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended.
“Exchange
Ratio” means (i) the Company Merger Shares as of the First Merger Effective Time divided by (ii) the aggregate number of,
without duplication, Company Ordinary Shares that are (i) issued and outstanding, and (ii) issuable directly or indirectly upon, or subject
to, the conversion, exercise or settlement of any Company Preferred Shares and Company Convertible Securities.
“First
Merger Sub Ordinary Shares” means the ordinary shares, of the First Merger Sub.
“Foreign
Plan” means any plan, fund (including any superannuation fund) or other similar program or arrangement established or maintained
outside the United States by the Company or any one or more of its Subsidiaries primarily for the benefit of employees of the Company
or such Subsidiaries residing outside the United States, which plan, fund or other similar program or arrangement provides, or results
in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and
which plan is not subject to ERISA or the Code.
“Founder
Registration Rights Agreement” means the Registration Rights Agreement, dated as of November 8, 2021, by and among Purchaser,
Sponsor and the other “Holders” named therein.
“Founder
Shares” means an aggregate of 4,312,500 Purchaser Ordinary Shares which were issued to the initial shareholders of Purchaser
in a private placement transaction.
“Fraud
Claim” means any claim based in whole or in part upon fraud, willful misconduct or intentional misrepresentation.
“GAAP”
means generally accepted accounting principles as in effect in the United States of America.
“Governmental
Authority” means any federal, state, local, foreign or other governmental, quasi-governmental or administrative body, instrumentality,
department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving
panel or body.
“Hazardous
Material” means any waste, gas, liquid or other substance or material that is defined, listed or designated as a “hazardous
substance”, “pollutant”, “contaminant”, “hazardous waste”, “regulated substance”,
“hazardous chemical”, or “toxic chemical” (or by any similar term) under any Environmental Law, or any other
material regulated, or that could result in the imposition of Liability or responsibility, under any Environmental Law, including petroleum
and its by-products, asbestos, polychlorinated biphenyls, radon, mold, and urea formaldehyde insulation.
“Indebtedness”
of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money (including the outstanding principal
and accrued but unpaid interest), (b) all obligations for the deferred purchase price of property or services (other than trade payables
incurred in the ordinary course of business), (c) any other indebtedness of such Person that is evidenced by a note, bond, debenture,
credit agreement or similar instrument, (d) all obligations of such Person under leases that should be classified as capital leases in
accordance with GAAP (as applicable to such Person), (e) all obligations of such Person for the reimbursement of any obligor on any line
or letter of credit, banker’s acceptance, guarantee or similar credit transaction, in each case, that has been drawn or claimed
against and not settled, (f) all obligations of such Person in respect of acceptances issued or created, (g) all interest rate and currency
swaps, caps, collars and similar agreements or hedging devices under which payments are obligated to be made by such Person, whether
periodically or upon the happening of a contingency, (h) all obligations secured by an Lien on any property of such Person, (i) any premiums,
prepayment fees or other penalties, fees, costs or expenses associated with payment of any Indebtedness of such Person and (j) all obligation
described in clauses (a) through (i) above of any other Person which is directly or indirectly guaranteed by such Person or which such
Person has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which it has otherwise assured a creditor
against loss.
“Insider
Letter” means the letter agreement, dated as of November 8, 2021, by and among Purchaser, Sponsor, and certain other directors,
officers or advisors of Purchaser party thereto.
“Intellectual
Property” means all of the following as they exist in any jurisdiction throughout the world: Patents, Trademarks, Copyrights,
Trade Secrets, Internet Assets, Software and other intellectual property, and all licenses, sublicenses and other agreements or permissions
related to the preceding property.
“Internet
Assets” means any and all domain name registrations, web sites and web addresses and related rights, items and documentation
related thereto, and applications for registration therefor.
“Investment
Company Act” means the U.S. Investment Company Act of 1940, as amended.
“IPO”
means the initial public offering of Purchaser Units pursuant to the IPO Prospectus.
“IPO
Prospectus” means the final prospectus of Purchaser, dated as of November 3, 2021, and filed with the SEC on November 4,
2021 (File No. 333-260261).
“IPO
Underwriter” means EarlyBirdCapital, Inc.
“JOBS
Act” means the Jumpstart Our Business Startups Act of 2012.
“Key
Company Shareholders” means the persons and entities listed on Schedule 13.1.
“Knowledge”
means, with respect to (i) the Company, the actual knowledge of the executive officers or directors of the Company and any Target Companies,
after reasonable inquiry, or (ii) any other Party, (A) if an entity, the actual knowledge of its directors and executive officers, after
reasonable inquiry, or (B) if a natural person, the actual knowledge of such Party after reasonable inquiry.
“Law”
means any federal, state, local, municipal, foreign or other law, statute, legislation, principle of common law, ordinance, code, edict,
decree, proclamation, treaty, convention, rule, regulation, directive, requirement, writ, injunction, settlement, Order or Consent that
is or has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the
authority of any Governmental Authority.
“Liabilities”
means any and all liabilities, Indebtedness, Actions or obligations of any nature (whether absolute, accrued, contingent or otherwise,
whether known or unknown, whether direct or indirect, whether matured or unmatured, whether due or to become due and whether or not required
to be recorded or reflected on a balance sheet under GAAP or other applicable accounting standards), including Tax liabilities due or
to become due.
“Lien”
means any mortgage, pledge, security interest, attachment, right of first refusal, option, proxy, voting trust, encumbrance, lien or
charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof), restriction (whether
on voting, sale, transfer, disposition or otherwise), any subordination arrangement in favor of another Person, or any filing or agreement
to file a financing statement as debtor under the Uniform Commercial Code or any similar Law.
“Material
Adverse Effect” means, with respect to any specified Person, any fact, event, occurrence, change or effect that has had,
or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the business, assets, Liabilities,
results of operations, prospectus or condition (financial or otherwise) of such Person and its Subsidiaries, taken as a whole, or (b)
the ability of such Person or any of its Subsidiaries on a timely basis to consummate the transactions contemplated by this Agreement
or the Ancillary Documents to which it is a party or bound or to perform its obligations hereunder or thereunder; provided, however,
that for the purposes of clause (a) above, any fact, event, event, occurrence, change or effect directly or indirectly attributable to,
resulting from, relating to or arising out of the following (by themselves or when aggregated with any other, facts, events, occurrences,
changes or effects) shall not be deemed to be, constitute, or be taken into account when determining whether there has or may, would
or could have occurred a Material Adverse Effect: (i) general changes in the financial or securities markets or general economic or political
conditions in any country or region in which such Person or any of its Subsidiaries does business; (ii) changes, conditions or effects
that generally affect any industry or geographic area in which such Person or any of its Subsidiaries principally operate; (iii) changes
or proposed change in the interpretation of any Law (including the Exchange Act or the Securities Act or any rules promulgated thereunder)
or in GAAP or other applicable accounting principles or mandatory changes in the regulatory accounting requirements applicable to any
industry in which such Person and its Subsidiaries principally operate, or any regulatory guidance, policies or interpretations of the
foregoing; (iv) conditions caused by acts of God, epidemic, pandemics or other outbreak of public health events (including COVID-19),
cyberterrorism or terrorism, war (whether or not declared) (including the Russian invasion of the Ukraine or any surrounding countries),
military action, civil unrest, earthquakes, volcanic activity, hurricanes, tsunamis, tornadoes, floods, mudslides, wildfire, or other
natural disaster and any other force majeure events (including any escalation or general worsening of any of the foregoing); (v) any
failure in and of itself by such Person and its Subsidiaries to meet any internal or published budgets, projections, forecasts or predictions
of financial performance for any period (provided that the underlying cause of any such failure may be considered in determining whether
a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not excluded by another exception herein);
(vi) with respect to Purchaser, the consummation and effects of the Redemption (or any redemption in connection with the Extension);
and (vii) the announcement or the execution of this Agreement or the Ancillary Documents, the pendency or consummation of the Transactions
or the performance of this Agreement or the Ancillary Documents (or the obligations hereunder), including the impact thereof on relationships
with Governmental Authority, partners, customers, suppliers or employees; provided further, however, that any event, occurrence,
fact, condition, or change referred to in clauses (i) - (iv) immediately above shall be taken into account in determining whether a Material
Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition, or change
has a disproportionate effect on such Person or any of its Subsidiaries compared to other participants in the industries and geographic
location in which such Person or any of its Subsidiaries primarily conducts its businesses. Notwithstanding the foregoing, with respect
to Purchaser, the amount of the Redemption (or any redemption in connection with the Extension, if any) or the failure to obtain the
Required Shareholder Approval shall not deemed to be a Material Adverse Effect on or with respect to Purchaser.
“Nasdaq”
means the Nasdaq Capital Market.
“Non-Competition
Agreement” means a non-competition and non-solicitation Agreement in favor of Pubco, Purchaser and the Company to be entered
into by senior executives of the Company and in such customary form as reasonably determined by the Company.
“Order”
means any order, decree, ruling, judgment, injunction, writ, determination, binding decision, verdict, judicial award or other Action
that is or has been entered, rendered, or otherwise put into effect by or under the authority of any Governmental Authority.
“Organizational
Documents” means, with respect to any Person that is an entity, its articles of incorporation and bylaws, memorandum and
articles of association or similar organizational documents, in each case, as amended.
“Overseas
Listing Trial Measures” means the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic
Companies, promulgated by the CSRC on February 17, 2023.
“Patents”
means any patents, patent applications and the inventions, designs and improvements described and claimed therein, patentable inventions,
and other patent rights (including any divisionals, provisionals, continuations, continuations-in-part, substitutions, or reissues thereof,
whether or not patents are issued on any such applications and whether or not any such applications are amended, modified, withdrawn,
or refiled).
“PCAOB”
means the U.S. Public Company Accounting Oversight Board (or any successor thereto).
“Per
Share Price” means the Redemption Price, which shall be no less than the par value of Purchaser Ordinary Shares.
“Permits”
means all federal, state, local or foreign or other third-party permits, grants, easements, consents, approvals, authorizations, exemptions,
licenses, franchises, concessions, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations,
ratings, registrations, qualifications or orders of any Governmental Authority or any other Person.
“Permitted
Equity Financing” means an investment of up to US$10 million worth of Company Securities individually and $50 million in
the aggregate prior to the Closing pursuant to written investment agreement(s) entered into by the Company and investor(s) after the
date hereof.
“Permitted
Liens” means (a) Liens for Taxes or assessments and similar governmental charges or levies, which either are (i) not delinquent
or (ii) being contested in good faith and by appropriate proceedings, and for which adequate reserves have been established with respect
thereto, (b) other Liens imposed by operation of Law arising in the ordinary course of business for amounts which are not due and payable
and as would not in the aggregate materially and adversely affect the value of, or materially and adversely interfere with the use of,
the property subject thereto, (c) Liens incurred or deposits made in the ordinary course of business in connection with social security,
(d) Liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the ordinary course of business,
or (e) Liens arising under this Agreement or any Ancillary Document.
“Person”
means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership),
limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political
subdivision thereof, or an agency or instrumentality thereof.
“Personal
Property” means any machinery, equipment, tools, vehicles, furniture, leasehold improvements, office equipment, plant,
parts and other tangible personal property.
“PRC”
means the People’s Republic of China.
“Pubco
Charter” means the memorandum and articles of association of Pubco, as amended and in effect under the Cayman Companies
Act.
“Pubco
Convertible Securities” means, collectively, any options, warrants or rights to subscribe for or purchase any share capital
of Pubco or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any share capital
of Pubco, including but not limited to the Pubco Warrants.
“Pubco
Ordinary Shares” means, the ordinary shares, par value $0.0001 per share, of Pubco.
“Pubco
Private Warrant” means one whole warrant entitling the holder thereof to purchase one Pubco Ordinary Share at a purchase
price of $11.50 per full share.
“Pubco
Public Warrant” means one whole warrant entitling the holder thereof to purchase one Pubco Ordinary Share at a purchase
price of $11.50 per full share.
“Pubco
Securities” means the Pubco Ordinary Shares and the Pubco Convertible Securities, collectively.
“Pubco
Warrants” means the Pubco Private Warrants and Pubco Public Warrants, collectively.
“Purchaser
Charter” means the amended and restated memorandum and articles of association of Purchaser, as may be amended and restated
from time to time and in effect under the Cayman Companies Act.
“Purchaser
Class A Ordinary Shares” means the Class A ordinary shares, par value $0.0001 per share, of Purchaser.
“Purchaser
Class B Ordinary Shares” means the Class B ordinary shares, par value $0.0001 per share, of Purchaser.
“Purchaser
Confidential Information” means all confidential or proprietary documents and information concerning Purchaser or any of
its Representatives; provided, however, that Purchaser Confidential Information shall not include any information which,
(i) at the time of disclosure by the Company or any of its Representatives, is generally available publicly and was not disclosed in
breach of this Agreement or (ii) at the time of the disclosure by Purchaser or its Representatives to the Company, Pubco, First Merger
Sub, Second Merger Sub any of their respective Representatives, was previously known by such receiving party without violation of Law
or any confidentiality obligation by the Person receiving such Purchaser Confidential Information. For the avoidance of doubt, from and
after the Closing, Purchaser Confidential Information will include the confidential or proprietary information of the Target Companies.
“Purchaser
Ordinary Shares” means the Purchaser Class A Ordinary Shares and Purchaser Class B Ordinary Shares.
“Purchaser
Preference Shares” means the preference shares, par value $0.0001, of Purchaser.
“Purchaser
Private Warrant” means one whole warrant that was issued by Purchaser in a private placement to the Sponsor and the IPO
Underwriter at the time of the consummation of the IPO entitling the holder thereof to purchase one (1) Purchaser Ordinary Share at a
price of $11.50 per full Purchaser Ordinary Share.
“Purchaser
Public Unit” means a unit issued in the IPO consisting of one (1) Purchaser Ordinary Share and three-quarters (3/4) of
one (1) Purchaser Public Warrant.
“Purchaser
Public Warrant” means one whole warrant that was included as part of each Purchaser Public Unit entitling the holder thereof
to purchase one (1) Purchaser Ordinary Share at a price of $11.50 per full Purchaser Ordinary Share.
“Purchaser
Securities” means Purchaser Units, Purchaser Ordinary Shares, Purchaser Preference Shares and the Purchaser Warrants, collectively.
“Purchaser
Units” means the Purchaser Public Units.
“Purchaser
Warrants” means the Purchaser Private Warrants and Purchaser Public Warrants, collectively.
“Redemption
Price” means an amount equal to the price at which each Purchaser Ordinary Share is redeemed or converted pursuant to the
Redemption (as equitably adjusted for share sub-divisions, share dividends, consolidations, capitalizations, re-designations and the
like after the Closing).
“Reference
Time” means the close of business of the Company on the Closing Date (but without giving effect to the transactions contemplated
by this Agreement, including any payments by Purchaser and Pubco hereunder to occur at the Closing, but treating any obligations in respect
of Indebtedness or other liabilities that are contingent upon the consummation of the Closing as currently due and owing without contingency
as of the Reference Time).
“Release”
means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, or leaching into the indoor
or outdoor environment, or into or out of any property.
“Remedial
Action” means all actions to (i) clean up, remove, treat, or in any other way address any Hazardous Material, (ii) prevent
the Release of any Hazardous Material so it does not endanger or threaten to endanger public health or welfare or the environment, (iii)
perform pre-remedial studies and investigations or post-remedial monitoring and care, or (iv) correct a condition of noncompliance with
Environmental Laws.
“Reorganization”
means the reorganization as contemplated under the Reorganization Documents.
“Representatives”
means, as to any Person, such Person’s Affiliates and the respective managers, directors, officers, employees, independent contractors,
consultants, advisors (including financial advisors, counsel and accountants), agents and other legal representatives of such Person
or its Affiliates.
“SEC”
means the U.S. Securities and Exchange Commission (or any successor Governmental Authority).
“Securities
Act” means the U.S. Securities Act of 1933, as amended.
“Sellers”
means each of the holders of the Company’s capital shares, and a “Seller” means any one of the Sellers.
“Second
Merger Sub Ordinary Shares” means the ordinary shares, of the Second Merger Sub.
“Software”
means any computer software programs, including all source code and object code, and documentation related thereto and all software modules,
tools and databases.
“SOX”
means the U.S. Sarbanes-Oxley Act of 2002, as amended.
“SPAC
Transaction Expenses” means all reasonable and documented fees and expenses that have been incurred by, or are otherwise
payable by, Purchaser or any of its controlled Affiliates prior to or as of the Closing (whether or not billed), in each case, as a result
of or in connection with the negotiation, documentation or consummation of this Agreement or any Ancillary Document or the Transactions,
including (a) all documented fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors,
investment banks, data room administrators, attorneys, accountants and other advisors and service providers, as appointed by Purchaser
and Sponsor, and (b) any Indebtedness of Purchaser owed to any of Purchaser’s officers, directors or Sponsor, or the IPO Underwriter,
or their respective shareholders or Affiliates, or any other party. All SPAC Transaction Expenses shall be supported with formal bills
or invoices setting out in reasonable detail the scope of services that have been provided if such SPAC Transaction Expenses shall be
borne by Pubco pursuant to Section 10.3.
“Sponsor”
means Finnovate Sponsor L.P., a Delaware limited partnership.
“Subsidiary”
means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation,
a majority of the total voting power of capital shares entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one
or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity,
a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly,
by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons will be deemed
to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons will be allocated
a majority of partnership, association or other business entity gains or losses or will be or control the managing director, managing
member, general partner or other managing Person of such partnership, association or other business entity. A Subsidiary of a Person
will also include any variable interest entity which is consolidated with such Person under applicable accounting rules.
“Target
Company” and “Target Companies” means each of the Company and its direct and indirect Subsidiaries
(excluding Pubco and First Merger Sub and Second Merger Sub).
“Tax
Return” means any return, declaration, report, claim for refund, information return or other documents (including any related
or supporting schedules, statements or information) filed or required to be filed in connection with the determination, assessment or
collection of any Taxes or the administration of any Laws or administrative requirements relating to any Taxes.
“Taxes”
means (a) all direct or indirect federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, value-added,
ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, social security and
related contributions due in relation to the payment of compensation to employees, excise, severance, stamp, occupation, premium, property,
windfall profits, alternative minimum, estimated, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever,
together with any interest and any penalties, additions to tax or additional amounts with respect thereto, (b) any Liability for payment
of amounts described in clause (a) whether as a result of being a member of an affiliated, consolidated, combined or unitary group for
any period or otherwise through operation of law and (c) any Liability for the payment of amounts described in clauses (a) or (b) as
a result of any tax sharing, tax group, tax indemnity or tax allocation agreement with, or any other express or implied agreement to
indemnify, any other Person.
“Trade
Secrets” means any trade secrets, confidential business information, concepts, ideas, designs, research or development
information, processes, procedures, techniques, technical information, specifications, operating and maintenance manuals, engineering
drawings, methods, know-how, data, mask works, discoveries, inventions, modifications, extensions, improvements, and other proprietary
rights (whether or not patentable or subject to copyright, trademark, or trade secret protection).
“Trademarks”
means any trademarks, service marks, trade dress, trade names, brand names, internet domain names, designs, logos, or corporate names
(including, in each case, the goodwill associated therewith), whether registered or unregistered, and all registrations and applications
for registration and renewal thereof.
“Trust
Account” means the trust account established by Purchaser with the proceeds from the IPO pursuant to the Trust Agreement
in accordance with the IPO Prospectus.
“Trust
Agreement” means that certain Investment Management Trust Agreement, dated as of November 8, 2021, as it may be amended,
by and between Purchaser and the Trustee.
“Trustee”
means Continental Stock Transfer & Trust Company, in its capacity as trustee under the Trust Agreement.
“Warrant
Agreement” shall mean the Warrant Agreement, dated as of November 8, 2021, between Stock Transfer & Trust Company,
a New York corporation and Purchaser.
13.2 Section
References. The following capitalized terms, as used in this Agreement, have the respective meanings given to them in the
Section as set forth below adjacent to such terms:
| Term |
|
Section |
|
Term |
|
Section |
| Accounts
Receivable |
|
6.7(f) |
|
Company Real Property Leases |
|
6.15 |
| Acquisition
Proposal |
|
7.6(a) |
|
Company Registered IP |
|
6.13(a) |
| Agreement |
|
Preamble |
|
Company Share Consideration |
|
2.1 (b) |
| Alternative
Transaction |
|
7.6(a) |
|
Company Special Meeting |
|
7.12 |
| Amended
and Restated Registration Rights Agreement |
|
Recitals |
|
Company Warrant Assumption |
|
Recitals |
| Antitrust
Laws |
|
7.9(b) |
|
Company Written Resolution |
|
7.12 |
| Assignment,
Assumption and Amendment to Warrant Agreement |
|
Recitals |
|
Completion Date of Reorganization |
|
7.20 |
| Assumed
Warrant Agreement |
|
7.19 |
|
Conversion |
|
2.1(a) |
| Audited
Company Financials |
|
7.23 |
|
CSRC |
|
6.5 |
| Balance
Sheet Date |
|
6.7(a) |
|
D&O Indemnified Person |
|
7.16(a) |
| Business
Combination |
|
11.1 |
|
D&O Tail Insurance |
|
7.16(b) |
| |
|
|
|
Effective Time |
|
1.2(b) |
| Cayman
Registrar |
|
1.2(a) |
|
EGS |
|
3.1 |
| Closing |
|
3.1 |
|
Employment Agreements |
|
8.2(d)(vi) |
| Closing
Date |
|
3.1 |
|
Enforceability Exceptions |
|
4.2 |
| Closing
Filing |
|
7.12(b) |
|
Environmental Permits |
|
6.20(a) |
| Closing
Press Release |
|
7.12(b) |
|
Extension |
|
7.3(a) |
| Company |
|
Preamble |
|
Extension Expenses |
|
7.3(b)(iv) |
| Company
Benefit Plan |
|
6.19(a) |
|
Federal Securities Laws |
|
7.7 |
| Company
Certificates |
|
2.5(b) |
|
Fee Cap |
|
10.3(a) |
| Company
Closing Statement |
|
2.7 |
|
First Merger |
|
Recitals |
| Company
Directors |
|
7.15(a) |
|
First Merger Documents |
|
1.2(a) |
| Company
Disclosure Schedules |
|
ARTICLE
VI |
|
First Merger Effective Time |
|
1.2(a) |
| Company
Financials |
|
6.7(a) |
|
First Merger Plan of Merger |
|
1.2(a) |
| Company
IP |
|
6.13(d) |
|
First Merger Sub |
|
Preamble |
| Company
IP Licenses |
|
6.13(a) |
|
Insider Letter Amendment |
|
Recitals |
| Company
Material Contract |
|
6.12(a) |
|
Intended Tax Treatment |
|
7.19 |
| Company
Ordinary Shares |
|
6.3(a) |
|
Interim Cap |
|
7.3(b)(iv) |
| Company
Permits |
|
6.10 |
|
Interim Period |
|
7.1(a) |
| Company
Personal Property Leases |
|
6.16 |
|
Key Seller Lock-Up Agreement |
|
Recitals |
| Company
Preferred Shares |
|
6.3(a) |
|
Lost Certificate Affidavit |
|
2.5(b) |
| |
|
|
|
Merger Documents |
|
1.2(b) |
| |
|
|
|
Mergers |
|
Recitals |
| Term |
|
Section |
|
Term |
|
Section |
| Nanjing
Scage |
|
Recitals |
|
Required Company Shareholder
Approval |
|
8.1(b) |
| Non-Competition
Agreement |
|
Preamble |
|
Required Shareholder
Approval |
|
8.1(a) |
| OFAC |
|
4.17(c) |
|
SEC Reports |
|
4.6(a) |
| Off-the-Shelf
Software |
|
6.13(a) |
|
SEC SPAC Accounting Changes |
|
4.6(a) |
| Outbound
IP Licenses |
|
6.13(c) |
|
Second Merger |
|
Recitals |
| Outside Date |
|
10.1(b) |
|
Second Merger Documents |
|
1.2(b) |
| Overseas Listing Trial
Measures |
|
7.9(d) |
|
Second Merger Plan of Merger |
|
1.2(b) |
| Party(ies) |
|
Preamble |
|
Second Merger Sub |
|
Preamble |
| PIPE
Investment |
|
7.18 |
|
Seller Lock-Up Agreement |
|
7.21 |
| Post-Closing
Pubco Board |
|
7.15(a) |
|
Seller Registration Rights Agreement |
|
8.2(e)(v) |
| Prior
Merger Agreement |
|
4.23 |
|
Shareholder Support Agreement |
|
Recitals |
| Proxy
Statement |
|
7.11(a) |
|
Signing Filing |
|
7.13(b) |
| Pubco |
|
Preamble |
|
Signing Press Release |
|
7.13(b) |
| Pubco
Convertible Security |
|
2.1(e) |
|
SPAC Fee Cap |
|
10.3(a) |
| Public
Certifications |
|
4.6(a) |
|
Special Shareholder Meeting |
|
7.11(a) |
| Public
Shareholders |
|
11.1 |
|
Specified Courts |
|
12.5 |
| Purchaser |
|
Preamble |
|
Sponsor |
|
Recitals |
| Purchaser
Directors |
|
7.15(a) |
|
Sponsor Support Agreement |
|
Recitals |
| Purchaser
Disclosure Schedules |
|
ARTICLE
IV |
|
Surviving Company |
|
Recitals |
| Purchaser Financials |
|
4.6(c) |
|
Surviving Company Charter |
|
1.4(a) |
| Purchaser
Material Contract |
|
4.13(a) |
|
Surviving Entity |
|
Recitals |
| Purchaser
Merger Consideration |
|
2.2(b) |
|
Surviving Entity Charter |
|
1.4(b) |
| Purchaser Recommendation |
|
4.2 |
|
Top Customer |
|
6.24 |
| Purchaser Shareholders |
|
1.4(b) |
|
Top Suppliers |
|
6.24 |
| Purchaser
Shareholders Approval Matters |
|
7.11(a) |
|
Transactions |
|
Recitals |
| Redemption |
|
7.11(a) |
|
|
|
|
| Registration
Statement |
|
7.11(a) |
|
|
|
|
| Related
Person |
|
6.21 |
|
|
|
|
| Released
Claims |
|
11.1 |
|
|
|
|
| Reorganization
Documents |
|
Recitals |
|
|
|
|
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]
IN
WITNESS WHEREOF, each Party hereto has caused this Agreement to be signed and delivered by its respective duly authorized officer as
of the date first written above.
| |
Purchaser: |
| |
|
|
| |
FINNOVATE
ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/
Calvin Kung |
| |
Name: |
Calvin
Kung |
| |
Title: |
Chief
Executive Officer |
[Signature
Page to Business Combination Agreement]
IN
WITNESS WHEREOF, each Party hereto has caused this Agreement to be signed and delivered by its respective duly authorized officer as
of the date first written above
| |
Pubco: |
| |
|
|
| |
SCAGE
FUTURE |
| |
|
|
| |
By: |
/s/
Chao Gao |
| |
Name: |
Chao
Gao |
| |
Title: |
Director |
| |
|
|
| |
First
Merger Sub: |
| |
|
|
| |
HERO
1 |
| |
|
|
| |
By: |
/s/
Chao Gao |
| |
Name: |
Chao
Gao |
| |
Title: |
Director |
| |
|
|
| |
Second
Merger Sub: |
| |
|
| |
HERO
2 |
| |
|
|
| |
By: |
/s/
Chao Gao |
| |
Name: |
Chao
Gao |
| |
Title: |
Director |
| |
|
|
| |
The
Company: |
| |
|
| |
SCAGE
INTERNATIONAL LIMITED |
| |
|
|
| |
By: |
/s/
Chao Gao |
| |
Name: |
Chao
Gao |
| |
Title: |
Director |
[Signature
Page to Business Combination Agreement]
Exhibit
10.1
EXECUTION
VERSION
FORM
OF LOCK-UP AGREEMENT
THIS
LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of August 21, 2023, by and between (i) Scage
International Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”),
(ii) Scage Future, an exempted company incorporated with limited liability in the Cayman Islands, (“Pubco”),
(iii) Finnovate Acquisition Corp, an exempted company incorporated with limited liability in the Cayman Islands (the “Purchaser”)
and (iv) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have
the meaning ascribed to such term in the Business Combination Agreement, as hereinafter defined.
WHEREAS,
on or about the date hereof, (i) Purchaser, (ii) the Company, (iii) Pubco, (iv) Hero 1, an exempted company incorporated with
limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“First Merger Sub”), and (v)
Hero 2, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“Second
Merger Sub”), entered into that certain Business Combination Agreement (as amended from time to time in accordance with
the terms thereof, the “Business Combination Agreement”), pursuant to which, subject to the terms and conditions
thereof, among other matters: (A) on the Closing Date, 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 securities
of the Company being converted into the right to receive Pubco securities; (B) on the Closing Date and immediately following the First
Merger, and as part of the same overall transaction as the First Merger, Second Merger Sub will merge with and into the Purchaser (the
“Second Merger”, and together with the First Merger, the “Mergers”), with the Purchaser
surviving the Second Merger as a wholly-owned subsidiary of Pubco and the outstanding securities of the Purchaser being converted into
the right to receive securities of Pubco; and, in connection therewith, (C) each outstanding warrant of the Purchaser shall be assumed
by Pubco and become a warrant to purchase the same number of ordinary shares of Pubco at the same exercise price during the same exercise
period and otherwise on the same terms as the warrants of the Purchaser being assumed 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,
pursuant to the Business Combination Agreement, and in view of the valuable consideration or benefits to be received by Holder by virtue
thereof or thereunder, the parties desire to enter into this Agreement, certain share consideration to be issued to Holder, 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 Closing and ending
on the earlier of (x) with respect to (A) two-fifths (2/5th) of the Lock-up Securities (as defined below), the date six (6)
months following the Closing and (B) the remaining three-fifths (3/5th) of the Lock-up Securities, the date thirty-six (36)
months following the date of the Closing and (y) the date on which Pubco will consummate a “Change-of-Control” transaction:
(i) lend, offer, pledge, 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 of 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”) and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or otherwise transfer
or dispose of, directly or indirectly, any Lock-up Securities, (ii) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of the Lock-up Securities, whether any such transaction is to be settled
by delivery of such Lock-up Securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing, whether
any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Lock-up Securities or other securities,
in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”).
For purposes of this Agreement, the number of PubCo Securities into which the Company Securities currently beneficially owned by the
Holder will convert upon Closing as specified on the signature page hereto, together with any securities paid as dividends or distributions
with respect to such securities, are referred to as the “Lock-up Securities.”
A
“Change of Control” transaction shall mean: (A) the sale of all or substantially all of the consolidated assets
of Pubco and its subsidiaries to a third-party purchaser; (B) a sale resulting in no less than a majority of the voting power of Pubco
being held by person that did not own a majority of the voting power prior to such sale; or (C) a merger, consolidation, recapitalization
or reorganization of the Pubco with or into a third-party purchaser that results in the inability of the pre-transaction equity holders
to designate or elect a majority of the board of directors (or its equivalent) of the resulting entity or its parent company.
(b)
The foregoing Section 1(a) shall not apply to the transfer of any or all of the Lock-up Securities owned by Holder (I) by gift, will
or intestate succession, or by virtue of laws of descent and distribution upon the death of Holder, (II) to any Permitted Transferee
(as defined below), (III) pursuant to a qualified domestic relations order, divorce settlement, divorce or decree or settlement agreement
related to the distribution of assets in connection with the dissolution of marriage or civil union or pursuant to a domestic relations
order, (IV) to Pubco in accordance with the requirements of the Business Combination Agreement, or (V) required by virtue of the laws
of the Cayman Islands; provided, however, that in any of the cases of clauses (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 Lock-up Securities
subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Lock-up Securities except
in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (A)
the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect
to any natural person, any of the following: such person’s spouse, domestic partner, the siblings of such person and his or her
spouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses
and siblings), (B) any trust or charitable organization for the direct or indirect benefit of Holder or the immediate family of Holder,
(C) if Holder is a trust, the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (D) if Holder is
an entity, as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder by virtue
of the laws of the jurisdiction of the Holder’s organization and the Holder’s organizational documents upon the liquidation
and dissolution of Holder or, (E) to any affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) of Holder. Holder
further agrees to execute such agreements as may be reasonably requested by Pubco that are consistent with the foregoing or that are
necessary to give further effect thereto.
(c)
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 Lock-up 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 Lock-up Securities of Holder (and Permitted Transferees and assigns thereof) until the end of the Lock-Up Period.
(d)
During the Lock-Up Period, each certificate evidencing any Lock-up Securities shall be stamped or otherwise imprinted with a legend in
substantially the following form, in addition to any other applicable legends:
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF AUGUST
21, 2023, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”), A CERTAIN REPRESENTATIVE OF THE ISSUER NAMED THEREIN
AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY
THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
(e)
Pubco shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Holder or its Permitted
Transferee, for the Lock-up Securities in such amounts as specified from time to time by the Holder or its Permitted Transferee to Pubco
upon the expiration of the Lock-Up Period (the “Irrevocable Transfer Agent Instructions”). In the event that
Pubco proposes to replace its transfer agent, Pubco shall provide, prior to the effective date of such replacement, a fully executed
Irrevocable Transfer Agent Instructions signed by the successor transfer agent to Pubco. Pubco warrants that: (i) no instruction other
than the Irrevocable Transfer Agent Instructions and stop transfer instructions to give effect to Section 1(d) hereof, will be given
by Pubco to its transfer agent and that the Lock-up Securities shall otherwise be freely transferable on the books and records of Pubco
as and to the extent provided in this Agreement and the Business Combination Agreement; (ii) it will not direct its transfer agent not
to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing) any certificate for the Lock-up Securities
as and when required by this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs,
delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect
thereof) on any certificate for any Lock-up Securities issued to Pubco pursuant as and when required by this Agreement. Pubco acknowledges
that a breach by it of its obligations hereunder will cause irreparable harm to the Holder. Accordingly, Pubco acknowledges, that the
Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate
transfer, without the necessity of showing economic loss and without any bond or other security being required.
(f)
For the avoidance of any doubt, Holder shall retain all of its rights as a shareholder of Pubco with respect to the Lock-up Securities
during the Lock-Up Period, including the right to vote any Lock-up 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 are personal to
Holder and may not be transferred or delegated by Holder at any time, except as expressly permitted under Section 1 above. 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 conflicts 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
shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement;
and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting
of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue
of the authorship of any provision of this Agreement.
(g)
Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii)
two (2) Business Days after being sent, if sent by reputable, internationally recognized overnight courier service or (iv) four (4) 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 the Company or Pubco prior to the Closing, to: |
with
a copy (which will not constitute notice) to: |
| |
|
| Scage
International Limited |
Wilson
Sonsini Goodrich & Rosati PC |
| 2F,
Building 6, No. 6 Fengxin Road, Yuhuatai |
Unit
2901, 29F, Tower C, Beijing Yintai Centre |
| District,
Nanjing City, Jiangsu Province, China |
No.
2 Jianguomenwai Avenue |
| Attn:
An Jimin |
Chaoyang
District, Beijing |
| Telephone
No.: +86 13956222991 |
Facsimile
+86 10 65298399 |
| Email:
scagepr@scagefd.com |
Telephone
No.: +86 10 6529 8300 |
| |
Email:
projectsparta@wsgr.com |
| |
|
| |
and
a copy to: |
| |
|
| |
Jingtian
& Gongcheng |
| |
34th
Floor, Tower 3, China Central Place, 77 Jianguo |
| |
Road,
Chaoyang District, Beijing |
| |
Facsimile
No.: +86 10 58091100 |
| |
Telephone
No.: +86 10 58091000 |
| If
to Purchaser at or prior to the Closing, to: |
with
a copy (which will not constitute notice) to: |
| |
|
| Finnovate
Acquisition Corp. |
Ellenoff
Grossman & Schole LLP |
| The
White House |
1345
Avenue of the Americas, 11th Floor |
| 20
Genesis Close, George Town |
New
York, New York 10105, USA |
| Grand
Cayman, Cayman Islands KY1 1208 |
Attn:
Barry I. Grossman, Esq. |
| Attn:
Calvin Kung, Chief Executive Officer |
Jonathan
P. Cramer, Esq. |
| Telephone
No.: +86 131-2230-7009 |
Facsimile
No.: (212) 370-7889 |
| Email:
calvin@estonecapital.com |
Telephone
No.: (212) 370-1300 |
| |
Email:
bigrossman@egsllp.com |
| |
jcramer@egsllp.com |
If
to Pubco, Purchaser or the Company after the Closing, to:
|
with
copies (which will not constitute notice) to: |
| |
|
| |
Wilson
Sonsini Goodrich & Rosati PC |
| Scage
Future |
Unit
2901, 29F, Tower C, Beijing Yintai Centre |
| 2F,
Building 6, No. 6 Fengxin Road, Yuhuatai District, |
No.
2 Jianguomenwai Avenue |
| Nanjing
City, Jiangsu Province, China |
Chaoyang
District, Beijing |
| Attn:
An Jimin |
Facsimile
+86 10 65298399 |
| Telephone
No.: +86 13956222991 |
Telephone
No.: +86 10 6529 8300 |
| Email:
scagepr@scagefd.com |
Email:
projectsparta@wsgr.com |
| |
|
| |
and
a copy to: |
| |
|
| |
Jingtian
& Gongcheng |
| |
34th
Floor, Tower 3, China Central Place, 77 Jianguo |
| |
Road,
Chaoyang District, Beijing |
| |
Facsimile
No.: +86 10 58091100 |
| |
Telephone
No.: +86 10 58091000 |
If
to Holder, to: the address set forth below Holder’s name on the signature page to this Agreement.
(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 neither Pubco, the Company or Purchaser will
have an adequate remedy at law, and agrees that irreparable damage would occur in the event that any of the provisions of this Agreement
were not performed by Holder in accordance with their specific terms or were otherwise breached. Accordingly, each of Pubco, the Company
and Purchaser shall be entitled to an injunction or restraining order to prevent breaches of this Agreement by Holder and to enforce
specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages
would be inadequate, this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at
law or in equity.
(k)
Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with respect to
the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties
is expressly canceled; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of
the parties under the Business Combination Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing in this Agreement
shall limit any of the rights or remedies of Pubco, the Company and the Purchaser or any of the obligations of Holder under any other
agreement between Holder and Pubco, the Company or the Purchaser or any certificate or instrument executed by Holder in favor of Pubco,
the Company or the Purchaser, and nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies
of Pubco, the Company or the 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; Facsimile. This Agreement may also be executed and delivered by facsimile signature or by email in portable document
format in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.
{Remainder
of Page Intentionally Left Blank; Signature Pages Follow}
IN
WITNESS WHEREOF, the parties have executed this Lock-Up Agreement as of the date first written above.
| |
Pubco: |
| |
|
|
| |
SCAGE
FUTURE |
| |
|
|
| |
By: |
|
| |
Name: |
|
| |
Title: |
|
| |
The
Company: |
| |
|
|
| |
SCAGE
INTERNATIONAL LIMITED |
| |
|
|
| |
By: |
|
| |
Name: |
|
| |
Title: |
|
| |
Purchaser: |
| |
|
|
| |
FINNOVATE
ACQUISITION CORP. |
| |
|
|
| |
By: |
|
| |
Name: |
Calvin
Kung |
| |
Title: |
Chief
Executive Officer |
{Additional
Signature on the Following Page}
IN
WITNESS WHEREOF, the parties have executed this Lock-Up Agreement as of the date first written above.
Holder:
Name
of Holder: __________________________
| Number
and Type of Shares of Company Ordinary Shares: |
|
| |
|
|
Company
Ordinary Shares: |
|
|
| |
|
|
|
Company
Convertible Securities: |
|
|
| Facsimile No.: |
|
|
| |
|
|
| Telephone No.: |
|
|
| |
|
|
| Email: |
|
: |
Exhibit
10.2
EXECUTION
VERSION
FORM
OF LOCK-UP AGREEMENT
THIS
LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [ ], by and between (i) Scage International
Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”),
(ii) Scage Future, an exempted company incorporated with limited liability in the Cayman Islands, (“Pubco”),
(iii) Finnovate Acquisition Corp, an exempted company incorporated with limited liability in the Cayman Islands (the “Purchaser”)
and (iv) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have
the meaning ascribed to such term in the Business Combination Agreement, as hereinafter defined.
WHEREAS,
on or about the date hereof, (i) Purchaser, (ii) the Company, (iii) Pubco, (iv) Hero 1, an exempted company incorporated with
limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“First Merger Sub”), and (v)
Hero 2, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“Second
Merger Sub”), entered into that certain Business Combination Agreement (as amended from time to time in accordance with
the terms thereof, the “Business Combination Agreement”), pursuant to which, subject to the terms and conditions
thereof, among other matters: (A) on the Closing Date, 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 securities
of the Company being converted into the right to receive Pubco securities; (B) on the Closing Date and immediately following the First
Merger, and as part of the same overall transaction as the First Merger, Second Merger Sub will merge with and into the Purchaser (the
“Second Merger”, and together with the First Merger, the “Mergers”), with the Purchaser
surviving the Second Merger as a wholly-owned subsidiary of Pubco and the outstanding securities of the Purchaser being converted into
the right to receive securities of Pubco; and, in connection therewith, (C) each outstanding warrant of the Purchaser shall be assumed
by Pubco and become a warrant to purchase the same number of ordinary shares of Pubco at the same exercise price during the same exercise
period and otherwise on the same terms as the warrants of the Purchaser being assumed 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,
pursuant to the Business Combination Agreement, and in view of the valuable consideration or benefits to be received by Holder by virtue
thereof or thereunder, the parties desire to enter into this Agreement, certain share consideration to be issued to Holder, 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 Closing and ending
on the earlier of (x) the date six (6) months following the date of the Closing and (y) the date on which Pubco will consummate a “Change-of-Control”
transaction: (i) lend, offer, pledge, 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 of 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”) and the rules and regulations of the Securities and Exchange Commission promulgated thereunder,
or otherwise transfer or dispose of, directly or indirectly, any Lock-up Securities (as defined below), (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up Securities,
whether any such transaction is to be settled by delivery of such Lock-up Securities, in cash or otherwise, or (iii) publicly disclose
the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled
by delivery of Lock-up Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii),
a “Prohibited Transfer”). For purposes of this Agreement, the number of PubCo Securities into which the Company
Securities currently beneficially owned by the Holder are converted or exchanged upon Closing as specified on the signature page hereto,
together with any securities paid as dividends or distributions with respect to such securities, are referred to as the “Lock-up
Securities.”
A
“Change of Control” transaction shall mean: (A) the sale of all or substantially all of the consolidated assets
of Pubco and its subsidiaries to a third-party purchaser; (B) a sale resulting in no less than a majority of the voting power of Pubco
being held by person that did not own a majority of the voting power prior to such sale; or (C) a merger, consolidation, recapitalization
or reorganization of the Pubco with or into a third-party purchaser that results in the inability of the pre-transaction equity holders
to designate or elect a majority of the board of directors (or its equivalent) of the resulting entity or its parent company.
(b)
The foregoing Section 1(a) shall not apply to the transfer of any or all of the Lock-up Securities owned by Holder (I) by gift, will
or intestate succession, or by virtue of laws of descent and distribution upon the death of Holder, (II) to any Permitted Transferee
(as defined below), (III) pursuant to a qualified domestic relations order, divorce settlement, divorce or decree or settlement agreement
related to the distribution of assets in connection with the dissolution of marriage or civil union or pursuant to a domestic relations
order, (IV) to Pubco in accordance with the requirements of the Business Combination Agreement, or (V) required by virtue of the laws
of the Cayman Islands; provided, however, that in any of the cases of clauses (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 Lock-up Securities
subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Lock-up Securities except
in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (A)
the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect
to any natural person, any of the following: such person’s spouse, domestic partner, the siblings of such person and his or her
spouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses
and siblings), (B) any trust or charitable organization for the direct or indirect benefit of Holder or the immediate family of Holder,
(C) if Holder is a trust, the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (D) if Holder is
an entity, as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder by virtue
of the laws of the jurisdiction of the Holder’s organization and the Holder’s organizational documents upon the liquidation
and dissolution of Holder or, (E) to any affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) of Holder. Holder
further agrees to execute such agreements as may be reasonably requested by Pubco that are consistent with the foregoing or that are
necessary to give further effect thereto.
(c)
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 Lock-up 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 Lock-up Securities of Holder (and Permitted Transferees and assigns thereof) until the end of the Lock-Up Period.
(d)
During the Lock-Up Period, each certificate evidencing any Lock-up Securities shall be stamped or otherwise imprinted with a legend in
substantially the following form, in addition to any other applicable legends:
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [ ],
BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”), A CERTAIN REPRESENTATIVE OF THE ISSUER NAMED THEREIN AND THE ISSUER’S
SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER
HEREOF UPON WRITTEN REQUEST.”
(e)
Pubco shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Holder or its Permitted
Transferee, for the Lock-up Securities in such amounts as specified from time to time by the Holder or its Permitted Transferee to Pubco
upon the expiration of the Lock-Up Period (the “Irrevocable Transfer Agent Instructions”). In the event that
Pubco proposes to replace its transfer agent, Pubco shall provide, prior to the effective date of such replacement, a fully executed
Irrevocable Transfer Agent Instructions signed by the successor transfer agent to Pubco. Pubco warrants that: (i) no instruction other
than the Irrevocable Transfer Agent Instructions and stop transfer instructions to give effect to Section 1(d) hereof, will be given
by Pubco to its transfer agent and that the Lock-up Securities shall otherwise be freely transferable on the books and records of Pubco
as and to the extent provided in this Agreement and the Business Combination Agreement; (ii) it will not direct its transfer agent not
to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing) any certificate for the Lock-up Securities
as and when required by this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs,
delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect
thereof) on any certificate for any Lock-up Securities issued to Pubco pursuant as and when required by this Agreement. Pubco acknowledges
that a breach by it of its obligations hereunder will cause irreparable harm to the Holder. Accordingly, Pubco acknowledges, that the
Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate
transfer, without the necessity of showing economic loss and without any bond or other security being required.
(f)
For the avoidance of any doubt, Holder shall retain all of its rights as a shareholder of Pubco with respect to the Lock-up Securities
during the Lock-Up Period, including the right to vote any Lock-up 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 are personal to
Holder and may not be transferred or delegated by Holder at any time, except as expressly permitted under Section 1 above. 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 conflicts 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
shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement;
and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting
of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue
of the authorship of any provision of this Agreement.
(g)
Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii)
two (2) Business Days after being sent, if sent by reputable, internationally recognized overnight courier service or (iv) four (4) 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 the Company or Pubco prior to the Closing, to:
Scage
International Limited
2F,
Building 6, No. 6 Fengxin Road, Yuhuatai District,
Nanjing City, Jiangsu Province, China
Attn:
An Jimin
Telephone
No.: +86 13956222991
Email:
scagepr@scagefd.com |
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with
a copy (which will not constitute notice) to:
Wilson
Sonsini Goodrich & Rosati PC
Unit
2901, 29F, Tower C, Beijing Yintai Centre
No.
2 Jianguomenwai Avenue
Chaoyang
District, Beijing
Facsimile
+86 10 65298399
Telephone
No.: +86 10 6529 8300
Email:
projectsparta@wsgr.com
and
a copy to:
Jingtian
& Gongcheng
34th
Floor, Tower 3, China Central Place, 77 Jianguo Road, Chaoyang District, Beijing
Facsimile
No.: +86 10 58091100
Telephone
No.: +86 10 58091000 |
If
to Purchaser at or prior to the Closing, to:
Finnovate
Acquisition Corp.
The
White House
20
Genesis Close, George Town
Grand
Cayman, Cayman Islands KY1 1208
Attn:
Calvin Kung, Chief Executive Officer
Telephone
No.: +86 131-2230-7009
Email:
calvin@estonecapital.com |
|
with
a copy (which will not constitute notice) to:
Ellenoff
Grossman & Schole LLP
1345
Avenue of the Americas, 11th Floor
New
York, New York 10105, USA
Attn:
Barry I. Grossman, Esq.
Jonathan
P. Cramer, Esq.
Facsimile
No.: (212) 370-7889
Telephone
No.: (212) 370-1300
Email:
bigrossman@egsllp.com
jcramer@egsllp.com |
If
to Pubco, Purchaser or the Company after the Closing, to:
Scage
Future
2F,
Building 6, No. 6 Fengxin Road, Yuhuatai District,
Nanjing
City, Jiangsu Province, China
Attn:
An Jimin
Telephone
No.: +86 13956222991
Email:
scagepr@scagefd.com |
|
with
copies (which will not constitute notice) to:
Wilson
Sonsini Goodrich & Rosati PC
Unit
2901, 29F, Tower C, Beijing Yintai Centre
No.
2 Jianguomenwai Avenue
Chaoyang
District, Beijing
Facsimile
+86 10 65298399
Telephone
No.: +86 10 6529 8300
Email:
projectsparta@wsgr.com
and
a copy to:
Jingtian
& Gongcheng
34th
Floor, Tower 3, China Central Place, 77 Jianguo Road,
Chaoyang
District, Beijing
Facsimile
No.: +86 10 58091100
Telephone
No.: +86 10 58091000 |
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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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(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 neither Pubco, the Company or Purchaser will
have an adequate remedy at law, and agrees that irreparable damage would occur in the event that any of the provisions of this Agreement
were not performed by Holder in accordance with their specific terms or were otherwise breached. Accordingly, each of Pubco, the Company
and Purchaser shall be entitled to an injunction or restraining order to prevent breaches of this Agreement by Holder and to enforce
specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages
would be inadequate, this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at
law or in equity.
(k)
Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with respect to
the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties
is expressly canceled; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of
the parties under the Business Combination Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing in this Agreement
shall limit any of the rights or remedies of Pubco, the Company and the Purchaser or any of the obligations of Holder under any other
agreement between Holder and Pubco, the Company or the Purchaser or any certificate or instrument executed by Holder in favor of Pubco,
the Company or the Purchaser, and nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies
of Pubco, the Company or the 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; Facsimile. This Agreement may also be executed and delivered by facsimile signature or by email in portable document
format in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.
{Remainder
of Page Intentionally Left Blank; Signature Pages Follow}
IN
WITNESS WHEREOF, the parties have executed this Lock-Up Agreement as of the date first written above.
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Pubco: |
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SCAGE
FUTURE |
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By: |
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Name: |
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Title: |
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The
Company: |
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SCAGE
INTERNATIONAL LIMITED |
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By: |
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Name: |
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Purchaser: |
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FINNOVATE
ACQUISITION CORP. |
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By: |
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Name: |
Calvin
Kung |
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Title: |
Chief
Executive Officer |
{Additional
Signature on the Following Page}
IN
WITNESS WHEREOF, the parties have executed this Lock-Up Agreement as of the date first written above.
Holder:
Name
of Holder: __________________________
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and Type of Shares of Company Ordinary Shares: |
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Ordinary Shares: |
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Convertible Securities: |
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Address
for Notice:
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Exhibit
10.3
EXECUTION
VERSION
SHAREHOLDER
SUPPORT AGREEMENT
This
Shareholder Support Agreement (this “Agreement”) is made and entered into as of August 21, 2023, by and among
Finnovate Acquisition Corp., an exempted company incorporated with limited liability in the Cayman Islands (“Purchaser”),
Scage International Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”)
and the individuals whose names appear on the signature pages hereto who are or hereafter may become shareholders of the Company (each
such shareholder, a “Requisite Shareholder” and, collectively, the “Requisite Shareholders”).
The Purchaser, Company and the Requisite Shareholders are sometimes referred to herein as a “Party” and collectively
as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Business Combination Agreement (as defined below).
RECITALS
A.
On August 21, 2023, (i) the Purchaser, (ii) the Company, (iii) Pubco, (iv) Hero 1, an exempted company incorporated with limited liability
in the Cayman Islands and a wholly-owned subsidiary of Pubco (“First Merger Sub”); and (v) Hero 2, an exempted
company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“Second Merger
Sub”), entered into that certain Business Combination Agreement (as amended from time to time in accordance with the terms
thereof, the “Business Combination Agreement”), pursuant to which, subject to the terms and conditions thereof,
among other matters, (i) on the Closing Date, 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 securities of the Company being
converted into the right to receive Pubco securities; (ii) on the Closing Date and immediately following the First Merger, and as part
of the same overall transaction as the First Merger, Second Merger Sub will merge with and into the Purchaser (the “Second
Merger”, and together with the First Merger, the “Mergers”), with the Purchaser surviving the
Second Merger as a wholly-owned subsidiary of Pubco and the outstanding securities of the Purchaser being converted into the right to
receive securities of Pubco; and, in connection therewith (iii) each outstanding warrant of the Purchaser shall be assumed by Pubco and
become a warrant to purchase the same number of ordinary shares of Pubco at the same exercise price during the same exercise period and
otherwise on the same terms as the warrants of the Purchaser being assumed 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 (the Mergers together with the other transactions
contemplated by the Business Combination Agreement, the “Transactions”).
B.
The Requisite Shareholders agree to enter into this Agreement with respect to all Company Securities of which the Requisite Shareholders
now or hereafter have beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act) and/or record ownership.
C.
As of the date hereof, the Requisite Shareholders are the owners of, and/or have voting power (including, without limitation, by proxy
or power of attorney) over, such number and class of Company Securities as are indicated opposite each of their names on Schedule
A attached hereto (all such Company Securities, together with any shares in the Company of which beneficial and/or record ownership
and/or the power to vote (including, without limitation, by proxy or power of attorney) is hereafter acquired by any such Requisite Shareholder
(or any securities convertible into or exercisable or exchangeable for Company Securities) during the period from the date hereof through
the Expiration Time (as defined below) are collectively referred to herein as the “Subject Shares”).
D. As a condition to the willingness
of the Purchaser to enter into the Business Combination Agreement and as an inducement and in consideration therefor, the Requisite Shareholders
have agreed to enter into this Agreement.
E.
Each of the Purchaser and each Requisite Shareholder has determined that it is in its best interest to enter into this Agreement.
NOW,
THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending
to be legally bound, do hereby agree as follows:
1.
Definitions. When used in this Agreement, the following
terms in all of their tenses, cases and correlative forms shall have the meanings assigned to them in this Section 1 or elsewhere in
this Agreement.
“Expiration
Time” shall mean the earlier to occur of (a) the Effective Time, (b) such date and time as the Business Combination Agreement shall
be terminated in accordance with Section 10.1 thereof and (c) as to any Requisite Shareholder, the mutual written agreement of the Purchaser,
the Company and such Requisite Shareholder.
“Transfer”
shall mean any (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange
Act of 1934, as amended, (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder
with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in
cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b), excluding entry
into this Agreement and the Business Combination Agreement and the consummation of the transactions contemplated hereby and thereby.
2.
Agreement to Retain the Subject Shares.
2.1
No Transfer of Subject Shares. Until the Expiration Time, each Requisite Shareholder agrees not to (a) Transfer any Subject Shares or
(b) deposit any Subject Shares into a voting trust or enter into a voting agreement with respect to any Subject Shares or grant any proxy
(except as otherwise provided herein), consent or power of attorney with respect thereto (other than pursuant to this Agreement, the
Acting-in-Concert Agreement or the Business Combination Agreement). Notwithstanding the foregoing (a) if a Requisite Shareholder is an
individual, such Requisite Shareholder may Transfer any such Subject Shares (i) to any member of such Requisite Shareholder’s immediate
family, or to a trust for the benefit of such Requisite Shareholder or any member of such Requisite Shareholder’s immediate family,
the sole trustees of which are such Requisite Shareholder or any member of such Requisite Shareholder’s immediate family, (ii)
by will, other testamentary document or under the laws of intestacy upon the death of such Requisite Shareholder, (iii) pursuant to a
qualified domestic relations order or (iv) pursuant to a charitable gift or contribution, (b) if a Requisite Shareholder is an entity,
such Requisite Shareholder may Transfer any Subject Shares to any partner, member, or affiliate of such Requisite Shareholder in accordance
with the terms of the Organizational Documents of the Company, and (c) a Requisite Shareholder may Transfer any Subject Shares upon the
consent of the Company; provided, that in each case such transferee of such Subject Shares evidences in a writing, in form and substance
reasonably satisfactory to the Purchaser and the Company, such transferee’s agreement to be bound by and subject to all of the
terms and provisions hereof with the same force and effect as such transferring Requisite Shareholder, prior and as a condition to the
occurrence of such Transfer.
2.2 Additional Purchases. Until
the Expiration Time, each Requisite Shareholder agrees that any Subject Shares that such Requisite Shareholder purchases, that are issued
to such Requisite Shareholder by the Company, that are otherwise hereinafter acquired by such Requisite Shareholder or with respect to
which such Requisite Shareholder otherwise acquires sole or shared voting power (including by proxy or power of attorney) after the execution
of this Agreement and prior to the Expiration Time, shall in each case be subject to the terms and conditions of this Agreement to the
same extent as if they were Subject Shares owned by such Requisite Shareholder as of the date hereof. Each of the Requisite Shareholders
agrees, while this Agreement is in effect, to notify the Purchaser and the Company promptly in writing (including by e-mail) of the number
of any additional Subject Shares acquired, or over which voting power is acquired, by such Requisite Shareholder, if any, after the date
hereof.
2.3
Unpermitted Transfers. Any Transfer or attempted Transfer of any Subject Shares in violation of this Section 2 shall, to the fullest
extent permitted by applicable Law, be null and void ab initio.
3.
Voting of Subject Shares.
3.1
Voting of Subject Shares. Hereafter until the Expiration Time, each Requisite Shareholder hereby unconditionally and irrevocably agrees
that, at any meeting of the shareholders of the Company (or any adjournment or postponement thereof), and in any action by written consent
of the shareholders of the Company requested by the Organizational Documents of the Company or otherwise undertaken as contemplated by
the Transactions (which written consent shall be delivered promptly, and in any event not later than two (2) Business Days, after the
Company, as applicable, requests such delivery), such Requisite Shareholder shall: if a meeting is held, attend and appear at the meeting,
in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum,
and such Requisite Shareholder shall vote all of the Subject Shares to which such Requisite Shareholder has sole or shared voting power
and is entitled to vote; and/or if a written consent or approval is requested, duly and promptly execute and provide such written consent
or approval (or cause to be voted or so consented or approved), in person or by proxy, in respect of all of its Subject Shares: (i) in
in favor of (a) the First Merger, the Business Combination Agreement, the Ancillary Documents, any required amendments to the Company’s
Organizational Documents, and all of the other Transactions (and any actions required in furtherance thereof), (b) in favor of the other
matters set forth in the Business Combination Agreement (clauses (a) and (b) collectively, the “Shareholder Approval Matters”),
or if there are insufficient votes in favor of granting the approval of the Shareholder Approval Matters, in favor of the adjournment
or postponement of such meeting of the shareholders of the Company to a later date, (ii) in opposition to, other than as contemplated
by the Business Combination Agreement, any material change in (x) the present capitalization of the Company or any amendment of the Company’s
Organizational Documents or (y) the Company’s corporate structure or business; and (iii) in any other circumstances upon which
a vote, consent or other approval with respect to the Shareholder Approval Matters is sought, to vote, consent or approve (or cause to
be voted, consented or approved) all of such Requisite Shareholder’s Subject Shares held at such time in favor of the foregoing;
provided, however, that such Requisite Shareholder shall not be required to vote or provide consent or take any other action, in each
case to the extent any such vote, consent or other action would preclude SEC registration of the Pubco Shares being issued to holders
of Company Securities as contemplated by the Business Combination Agreement.
4.
Additional Agreements.
4.1
No Challenges. Each Requisite Shareholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions
necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Purchaser, First
Merger Sub, Second Merger Sub, Pubco, the Company or any of their respective successors or directors (a) challenging the validity of,
or seeking to enjoin the operation of, any provision of this Agreement or the Business Combination Agreement or (b) alleging a breach
of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Business Combination Agreement or
any other agreement in connection with the Transactions.
4.2
Further Actions. Each Requisite Shareholder agrees, while this Agreement is in effect, not to take or omit to take, or agree to commit
to take or omit to take, any action that would make any representation and warranty of such Requisite Shareholder contained in this Agreement
inaccurate in any material respect. Each of Requisite Shareholder further agrees that it shall use its reasonable best efforts to cooperate
with the Purchaser and the Company to effect the transactions contemplated hereby and the Transactions, including to take or omit to
take such actions, and execute such agreements, as may be reasonably requested by the Purchaser or the Company in connection with the
transactions contemplated hereby and the Transactions or that are necessary to give further effect thereto.
4.3
Consent to Disclosure. Each Requisite Shareholder hereby consents to the publication and disclosure in the F-4 and the Proxy Statement
(and, as and to the extent otherwise required by applicable securities Laws or the SEC or any other securities authorities, any other
documents or communications provided by the Purchaser, the Pubco or the Company to any Governmental Authority or to securityholders of
the Purchaser) of such Requisite Shareholder’s identity and beneficial ownership of the Subject Shares and the nature of such Requisite
Shareholder’s commitments, arrangements and understandings under and relating to this Agreement and, if deemed appropriate by the
Purchaser, the Pubco or the Company, a copy of this Agreement. Each Requisite Shareholder will promptly provide any information reasonably
requested by the Purchaser, the Pubco or the Company for any regulatory application or filing made or approval sought in connection with
the Transactions (including filings with the SEC).
5.
Representations and Warranties of the Requisite Shareholders.
Each Requisite Shareholder hereby represents and warrants to the Purchaser as follows:
5.1
Due Authority. Such Requisite Shareholder has the full power and authority to make, enter into and carry out the terms of this Agreement.
This Agreement has been duly and validly executed and delivered by such Requisite Shareholder (and, if such Shareholder is married and
any of such Shareholder’s Subject Shares constitute community property or otherwise need spousal or other approval for this Agreement
to be valid and binding, such Shareholder’s spouse), and constitutes a valid and binding agreement of such Requisite Shareholder
enforceable against it in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditor’s rights,
and to general equitable principles).
5.2
Ownership of the Company Securities. Such Requisite Shareholder is either (a) the owner of the Company Securities indicated on Schedule
A hereto opposite such Requisite Shareholder’s name, free and clear of any and all Liens, other than (i) those created by this
Agreement or (ii) as may be set forth in the Organizational Documents of the Company or (b) has the power to vote (including, without
limitation, by proxy or power of attorney) the Company Securities indicated on Schedule A hereto opposite such Requisite Shareholder’s
name. Such Requisite Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2.1
hereof, will have until the Expiration Time, sole voting power (including the right to control such vote as contemplated herein), power
of disposition, power to issue instructions with respect to the matters set forth in this Agreement and power to agree to all of the
matters applicable to such Requisite Shareholder set forth in this Agreement, in each case, over all Subject Shares. As of the date hereof,
such Requisite Shareholder does not own any other voting securities of the Company or have the power to vote (including by proxy or power
of attorney) any other voting securities of the Company other than the Company Securities set forth on Schedule A opposite such
Requisite Shareholder’s name. As of the date hereof, such Requisite Shareholder does not own any rights to purchase or acquire
(i) any other equity securities of the Company or (ii) the power to vote any other voting securities of the Company, in each case except
as set forth on Schedule A opposite such Requisite Shareholder’s name or pursuant to a Transfer permitted in accordance
with Section 2.1. There are no claims for finder’s fees or brokerage commissions or other like payments in connection with this
Agreement or the transactions contemplated hereby payable by such Requisite Shareholder pursuant to arrangements made by such Requisite
Shareholder.
5.3
No Conflict; Consents.
(a)
The execution and delivery of this Agreement by such Requisite Shareholder does not, and the performance by such Requisite Shareholder
of the obligations under this Agreement and the compliance by such Requisite Shareholder with the provisions hereof do not and will not:
(i) conflict with or violate any Law applicable to such Requisite Shareholder, (ii) contravene or conflict with, or result in any violation
or breach of, any provision of any charter, certificate of incorporation, limited liability company agreement, certificate of formation,
articles of association, by-laws, operating agreement or similar formation or governing documents and instruments of such Requisite Shareholder,
as applicable, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would
become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation
of a Lien on any of the Company Securities owned by such Requisite Shareholder pursuant to any contract or agreement to which such Requisite
Shareholder is a party or by which such Requisite Shareholder is bound, except in the case of clause (i) or (iii) as would not reasonably
be expected, either individually or in the aggregate, to materially impair the ability of such Requisite Shareholder to perform its obligations
hereunder or to consummate the transactions contemplated hereby.
(b)
No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any other
person is required by or with respect to such Requisite Shareholder in connection with the execution and delivery of this Agreement or
the consummation by such Requisite Shareholder of the transactions contemplated hereby. If such Requisite Shareholder is a natural person,
no consent of such Requisite Shareholder’s spouse is necessary under any “community property” or other Laws in order
for such Requisite Shareholder to enter into and perform its obligations under this Agreement.
5.4
Absence of Litigation. As of the date hereof, there is no Action pending or, to the knowledge of such Requisite Shareholder, threatened,
against such Requisite Shareholder that would reasonably be expected to impair the ability of such Requisite Shareholder to perform such
Requisite Shareholder’s obligations hereunder or to consummate the transactions contemplated hereby.
5.5
Absence of Other Voting Agreement. Except for this Agreement and the Acting-in-Concert Agreement, such Requisite Shareholder has not:
(a) entered into any voting agreement, voting trust or similar agreement with respect to any Subject Shares or other equity securities
of the Company owned by such Requisite Shareholder or (b) granted any proxy, consent or power of attorney with respect to any Subject
Shares or other equity securities of the Company owned by such Requisite Shareholder (other than as contemplated by this Agreement).
5.6
Reliance by the Purchaser. Such Requisite Shareholder understands and acknowledges that the Purchaser is entering into the Business Combination
Agreement in reliance upon such Requisite Shareholder’s execution and delivery of this Agreement.
5.7
Requisite Shareholder Has Adequate Information. Such Requisite Shareholder is a sophisticated shareholder and has adequate information
concerning the business and financial condition of the Purchaser and the Company to make an informed decision regarding this Agreement
and the Transactions, and has independently, without reliance upon the Purchaser or the Company, and based on such information as such
Requisite Shareholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Requisite Shareholder
acknowledges that none of the Purchaser or the Company has made or makes any representation or warranty, whether express or implied,
of any kind or character with respect to the matters covered herein, in each case except as expressly set forth in this Agreement. Such
Requisite Shareholder acknowledges that the agreements contained herein with respect to the Subject Shares held by such Requisite Shareholder
are irrevocable.
6.
Termination. This Agreement shall terminate upon the
Expiration Time. The termination of this Agreement shall not relieve any party from any liability arising in respect of any willful and
material breach of this Agreement prior to such termination.
7.
Miscellaneous.
7.1
Further Assurances. From time to time, at another Party’s request and without further consideration, each Party shall execute and
deliver such additional documents and take all such further action as may be reasonably necessary or desirable to consummate the transactions
contemplated by this Agreement.
7.2
Fees and Expenses. Each of the Parties shall be responsible for its own fees and expenses (including, the fees and expenses of investment
bankers, accountants and counsel) in connection with the entering into of this Agreement and the consummation of the transactions contemplated
hereby; provided that the fees and expenses of the Company and the Purchaser shall be allocated as set forth in Section 10.3 of
the Business Combination Agreement.
7.3
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Purchaser, Pubco, the First Merger Sub or the
Second Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to any Subject Shares.
7.4
Amendments, Waivers. This Agreement may not be amended except by an instrument in writing signed by each of the Parties hereto. At any
time prior to the Effective Time, (a) the Purchaser may (i) extend the time for the performance of any obligation or other act of any
Requisite Shareholder, (ii) waive any inaccuracy in the representations and warranties of each Requisite Shareholder contained herein
or in any document delivered by any Requisite Shareholder pursuant hereto and (iii) waive compliance with any agreement of each Requisite
Shareholder or any condition to their obligations contained herein, and (b) the Requisite Shareholders may (i) extend the time for the
performance of any obligation or other act of the Purchaser, (ii) waive any inaccuracy in the representations and warranties of the Purchaser
contained herein or in any document delivered by the Purchaser pursuant hereto and (iii) waive compliance with any agreement of the Purchaser
or any condition to their obligations contained herein. Any such extension or waiver shall be valid if set forth in an instrument in
writing signed by the Purchaser.
7.5
Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall
be deemed to have been duly given upon receipt) by delivery in person, by email or by registered or certified mail (postage prepaid,
return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified
in a notice given in accordance with this Section 7.5):
if to the Purchaser:
Finnovate
Acquisition Corp.
The
White House
20
Genesis Close, George Town
Grand
Cayman, Cayman Islands KY1 1208
Attn:
Calvin Kung, Chief Executive Officer
Telephone
No.: +86 131-2230-7009
Email:
calvin@estonecapital.com
with
copies (which shall not constitute notice) to:
Ellenoff
Grossman & Schole LLP
1345
Avenue of the Americas, 11th Floor
New
York, New York 10105
Attention:
Barry I. Grossman, Esq.
Email:
bigrossman@egsllp.com
jcramer@egsllp.com
if
to the Company:
Scage
International Limited
2F,
Building 6, No. 6 Fengxin Road, Yuhuatai District, Nanjing City,
Jiangsu
Province, China
Attn:
An Jimin
Telephone
No.: +86 13956222991
Email:
scagepr@scagefd.com
with
copies (which shall not constitute notice) to:
Wilson
Sonsini Goodrich & Rosati PC
Unit
2901, 29F, Tower C, Beijing Yintai Centre
No.
2 Jianguomenwai Avenue
Chaoyang
District, Beijing
Facsimile
+86 10 65298399
Telephone
No.: +86 10 6529 8300
Email:
projectsparta@wsgr.com
and
a copy to:
Jingtian
& Gongcheng
34th
Floor, Tower 3, China Central Place, 77 Jianguo Road, Chaoyang
District,
Beijing
Facsimile
No.: +86 10 58091100
Telephone
No.: +86 10 58091000
if
to any Requisite Shareholder, to the address for notice set forth on Schedule A hereto,
with
copies (which shall not constitute notice) to:
Wilson
Sonsini Goodrich & Rosati PC
Unit
2901, 29F, Tower C, Beijing Yintai Centre
No.
2 Jianguomenwai Avenue
Chaoyang
District, Beijing
Facsimile
+86 10 65298399
Telephone No.: +86 10 6529 8300
Email:
projectsparta@wsgr.com
and
a copy to:
Jingtian
& Gongcheng
34th
Floor, Tower 3, China Central Place, 77 Jianguo Road, Chaoyang District, Beijing
Facsimile
No.: +86 10 58091100
Telephone No.: +86 10 58091000
7.6
Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in
any way the meaning or interpretation of this Agreement.
7.7
Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law,
or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as
the economic or legal substance of the transactions contemplated hereby or any of the other Transactions is not affected in any manner
materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced,
the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible
in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated
to the fullest extent possible.
7.8
Entire Agreement; Assignment. This Agreement and the schedules hereto (together with each Transaction Document to which the Parties hereto
are parties, to the extent referred to herein) constitute the entire agreement among the Parties with respect to the subject matter hereof
and supersede all prior agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject
matter hereof. Except for transfers permitted by Section 2.1, this Agreement shall not be assigned (whether pursuant to a merger, by
operation of law or otherwise) by any Party without the prior express written consent of the other Parties hereto.
7.9
Certificates. Promptly following the date of this Agreement, the Company shall advise its transfer agent in writing that each Requisite
Shareholder’s Subject Shares are subject to the restrictions set forth herein and, in connection therewith, provide the transfer
agent of the Company, as applicable, in writing with such information as is reasonable to ensure compliance with such restrictions.
7.10
Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party, and nothing in this Agreement,
express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under
or by reason of this Agreement.
7.11 Interpretation.
(a)
Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender, (ii) words using the singular
or plural number also include the plural or singular number, respectively, (iii) the definitions contained in this agreement are applicable
to the other grammatical forms of such terms, (iv) the terms “hereof,” “herein,” “hereby,” “hereto”
and derivative or similar words refer to this entire Agreement, (v) the terms “Section” and “Schedule” refer
to the specified Section or Schedule of or to this Agreement, (vi) the word “including” means “including without limitation,”
(vii) the word “or” shall be disjunctive but not exclusive, (viii) the word “person” means an individual, corporation,
partnership, limited partnership, limited liability company, syndicate, person (including, without limitation, a “person”
as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality
of a government, and references to a person are also to its permitted successors and assigns, (ix), an “affiliate” of a specified
person means a person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common
control with, such specified person, (x) references to agreements and other documents shall be deemed to include all subsequent amendments
and other modifications thereto and references to any Law shall include all rules and regulations promulgated thereunder and (xi) references
to any Law shall be construed as including all statutory, legal, and regulatory provisions consolidating, amending or replacing such
Law.
(b)
The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent and no rule
of strict construction shall be applied against any Party.
7.12
Governing Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York applicable to
contracts executed in and to be performed in that State. All legal actions and proceedings arising out of or relating to this Agreement
shall be heard and determined exclusively in any New York County Court; provided, that if jurisdiction is not then available in the New
York County Court, then any such legal Action may be brought in any federal court located in the State of New York or any other New York
state court. The Parties hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with
respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any Party,
and (b) agree not to commence any Action relating thereto except in the courts described above in New York, other than Actions in any
court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein.
Each of the Parties further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further
waive any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not
to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or
the transactions contemplated hereby any claim (a) that it is not personally subject to the jurisdiction of the courts in Delaware as
described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal
process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of
judgment, execution of judgment or otherwise) and (c) that (i) the Action in any such court is brought in an inconvenient forum, (ii)
the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
7.13
Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in
accordance with the terms hereof, and, accordingly, that the Parties shall be entitled to an injunction or injunctions to prevent breaches
of this Agreement or to enforce specifically the performance of the terms and provisions hereof in the Court of Chancery of the State
of Delaware or, if that court does not have jurisdiction, any federal or state court of competent jurisdiction located in the State of
Delaware without proof of actual damages or otherwise, in addition to any other remedy to which they are entitled at law or in equity
as expressly permitted in this Agreement. Each of the Parties hereby further waives (a) any defense in any action for specific performance
that a remedy at law would be adequate and (b) any requirement under any Law to post security or a bond as a prerequisite to obtaining
equitable relief.
7.14
WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER
AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.14.
7.15
Counterparts; Electronic Delivery. This Agreement may be executed and delivered (including by facsimile or portable document format (.pdf)
transmission) in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed
shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery by email to counsel
for the other Parties of a counterpart executed by a Party shall be deemed to meet the requirements of the previous sentence.
7.16
Directors and Officers. Nothing in this Agreement shall be construed to impose any obligation or limitation on votes or actions taken
by any director, officer, employee, agent, designee or other representative of any Requisite Shareholder or by any Requisite Shareholder
that is a natural person, in each case, in his or her capacity as a director or officer of the Company or any of its Subsidiaries. Each
Requisite Shareholder is executing this Agreement solely in such capacity as a record or beneficial holder of Company Securities.
[Remainder
of Page Intentionally Left Blank]
In
witness whereof, the Parties hereto have caused this Agreement to be executed as of the date first set forth above.
| |
Purchaser:
|
| |
|
| |
FINNOVATE
ACQUISITION CORP. |
| |
|
|
| |
By:
|
|
| |
Name: |
Calvin
Kung |
| |
Title: |
Chief
Executive Officer |
[Signature
Page to Shareholder Support Agreement]
| |
COMPANY:
|
| |
|
| |
SCAGE
INTERNATIONAL LIMITED |
| |
|
|
| |
By:
|
|
| |
Name: |
Chao
Gao |
| |
Title: |
Director |
[Signature
Page to Shareholder Support Agreement]
| |
REQUISITE
SHAREHOLDERS: |
| |
|
| |
[Name
of each requisite shareholder] |
| |
|
|
| |
By:
|
|
| |
Name: |
|
| |
Title: |
|
Exhibit
10.4
EXECUTION
VERSION
FORM
OF SUPPORT AGREEMENT
This
SUPPORT AGREEMENT, dated as of August 21, 2023 (this “Support Agreement”), is entered into by and among Finnovate
Sponsor L.P., a Delaware limited partnership (“Sponsor”), Scage International Limited, an exempted company
incorporated with limited liability in the Cayman Islands (the “Company”), Scage Future, an exempted company
incorporated with limited liability in the Cayman Islands (“Pubco”), and Finnovate Acquisition Corp., an exempted
company incorporated with limited liability in the Cayman Islands (“Purchaser”). Capitalized terms used but
not defined in this Support Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
WHEREAS,
pursuant to the Business Combination Agreement, subject to the terms and conditions thereof, among other matters: (i) on the Closing
Date, 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 securities of the Company being converted into the right to
receive Pubco securities; (ii) on the Closing Date and immediately following the First Merger, and as part of the same overall transaction
as the First Merger, Second Merger Sub will merge with and into the Purchaser (the “Second Merger”, and together
with the First Merger, the “Mergers”), with the Purchaser surviving the Second Merger as a wholly-owned subsidiary
of Pubco and the outstanding securities of the Purchaser being converted into the right to receive securities of Pubco; and, in connection
therewith, (iii) each outstanding warrant of the Purchaser shall be assumed by Pubco and become a warrant to purchase the same number
of ordinary shares of Pubco at the same exercise price during the same exercise period and otherwise on the same terms as the warrants
of the Purchaser being assumed 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,
Sponsor is the sponsor of Purchaser and, as of the date hereof, Sponsor is the holder of record and “beneficial owner” (within
the meaning of Rule 13d-3 under the Exchange Act) of 4,237,499 Purchaser Class A Ordinary Shares and 1 Purchaser Class B Ordinary Share
(all such shares and any successor or additional shares of Purchaser of which ownership of record or the power to vote is hereafter acquired
by Sponsor prior to the termination of this Support Agreement being referred to herein as the “Sponsor Shares”);
WHEREAS,
the Board of Directors of Purchaser has (a) approved and declared advisable the Business Combination Agreement, the Ancillary Documents,
the Mergers and the other transactions contemplated by any such documents (collectively, the “Transactions”),
(b) determined that the Transactions are fair, advisable and in the best commercial interests of Purchaser and its shareholders (the
“Purchaser Shareholders”) and (c) recommended the approval and the adoption by each of the Purchaser Shareholders
of the Business Combination Agreement, the Ancillary Documents, the Mergers and the other Transactions; and
WHEREAS,
in order to induce the Company, Purchaser, Pubco, the First Merger Sub and the Second Merger Sub to enter into the Business Combination
Agreement, Sponsor is executing and delivering this Support Agreement to the Company.
NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, and intending to be legally
bound hereby, the parties hereby agree as follows:
1.
Voting Agreements. Sponsor, solely in its capacity as a shareholder of Purchaser, agrees that, during the term of this Support
Agreement, at the Special Shareholder Meeting, at any other meeting of the Purchaser Shareholders related to the Transactions (whether
annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement
thereof) and/or in connection with any written consent of the Purchaser Shareholders related to the Transactions (the Special Shareholder
Meeting and all other meetings or consents related to the Business Combination Agreement, collectively referred to herein as the “Meeting”),
Sponsor shall:
(a)
when the Meeting is held, appear at the Meeting or otherwise cause the Sponsor Shares to be counted as present thereat for the purpose
of establishing a quorum;
(b)
vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause
such consent to be granted with respect to), all of the Sponsor Shares in favor of the Business Combination Agreement, the Ancillary
Documents and the Transactions and each of the other Purchaser Shareholder Approval Matters; and
(c)
vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause
such consent to be granted with respect to), all of the Sponsor Shares against any other action that would reasonably be expected to
(x) impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any
covenant, representation or warranty or other obligation or agreement of Purchaser under the Business Combination Agreement, or (z) result
in a breach of any covenant, representation or warranty or other obligation or agreement of Sponsor contained in this Support Agreement.
2.
Restrictions on Transfer.
(a)
Sponsor agrees that, during the term of this Support Agreement, it shall not (i) Transfer (as defined below) any of the Sponsor Shares
and (b) deposit any Sponsor Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of
attorney with respect thereto that is inconsistent with this Agreement. Purchaser shall not, and shall not permit Purchaser’s transfer
agent to, register any Transfer of the Sponsor Shares on Purchaser’s stock ledger (book entry or otherwise) that is not in compliance
with this Section 2. For purposes of this Agreement, “Transfer” shall mean the (A) sale or assignment of, offer
to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to
dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease
of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder with respect to, any security, (B) entry into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be
settled by delivery of such securities, in cash or otherwise, or (C) public announcement of any intention to effect any transaction specified
in clauses (A) or (B), excluding entry into this Agreement and the Business Combination Agreement and the consummation of the transactions
contemplated hereby and thereby.
(b)
Notwithstanding the provisions set forth in paragraphs 2(a), Transfers of the Sponsor Shares are permitted (a) to the Purchaser’s
officers or directors, any affiliates or family members of any of the Purchaser’s officers or directors, any members of the Sponsor
or any affiliates of the Sponsor; (b) in the case of an individual, by gift to a member of the individual’s immediate family, or
to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable
organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the
case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the
consummation of the Transactions at prices no greater than the price at which the securities were originally purchased; (f) in the event
of Purchaser’s liquidation prior to the completion of the Transactions; (g) by virtue of the laws of the State of Delaware or the
Sponsor’s limited partnership agreement, as amended from time to time, upon dissolution of the Sponsor; or (h) in the event of
the Purchaser’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction
which results in all of the Purchaser’s shareholders having the right to exchange their Class A ordinary shares for cash, securities
or other property subsequent to the completion of the Transactions; provided, however, that, except in the case of clauses (f) or (h)
or with Purchaser’s prior consent, these permitted transferees (the “Permitted Transferees”) must enter
into a written agreement with the Purchaser agreeing to be bound by the transfer restrictions in this Agreement.
3.
No Redemption; Conversion of Rights. Sponsor hereby agrees that, during the term of this Agreement, it shall not redeem, or submit
a request to Purchaser’s transfer agent or otherwise exercise any right to redeem, any Sponsor Shares.
4.
No Challenge. Sponsor agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary
to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Purchaser, the Company Parties
or any of their respective successors, directors or officers (a) challenging the validity of, or seeking to enjoin the operation of,
any provision of this Support Agreement or the Business Combination Agreement or (b) alleging a breach of any fiduciary duty of any person
in connection with the evaluation, negotiation or entry into the Business Combination Agreement.
5.
Waiver. The Sponsor hereby irrevocably and unconditionally waives any rights of appraisal, dissenter’s rights and any similar
rights relating to the Business Combination Agreement and the consummation by the parties of the transactions contemplated thereby, including
the Mergers, that Sponsor may have under applicable law.
6.
New Securities. During the term of this Support Agreement, in the event that, (a) any Purchaser Ordinary Shares or other equity
securities of Purchaser are issued to Sponsor after the date of this Support Agreement pursuant to any share sub-divisions, share dividends,
consolidations, capitalizations, re-designations and the like of Purchaser securities owned by Sponsor, (b) Sponsor purchases or otherwise
acquires beneficial ownership of any Purchaser Ordinary Shares or other equity securities of Purchaser after the date of this Support
Agreement, or (c) Sponsor acquires the right to vote or share in the voting of any Purchaser Ordinary Shares or other equity securities
of Purchaser after the date of this Support Agreement (such Purchaser Ordinary Shares or other equity securities of Purchaser, collectively
the “New Securities”), then such New Securities acquired or purchased by Sponsor shall be subject to the terms
of this Support Agreement to the same extent as if they constituted the Sponsor Shares as of the date hereof.
7.
Consent to Disclosure. Sponsor hereby consents to the publication and disclosure in the Form F-4 and the Proxy Statement (and,
as and to the extent otherwise required by applicable securities Laws or the SEC or any other securities authorities, any other documents
or communications provided by Purchaser, Pubco or any Company to any Governmental Authority or to securityholders of Purchaser, Pubco
or the Company) of Sponsor’s identity and beneficial ownership of Sponsor Shares and the nature of Sponsor’s commitments,
arrangements and understandings under and relating to this Support Agreement and, if deemed appropriate by Purchaser, Pubco or the Company,
a copy of this Support Agreement. Sponsor will promptly provide any information reasonably requested by Purchaser, Pubco or the Company
for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the SEC).
Sponsor shall not issue any press release or otherwise make any public statements with respect to the Transactions or the transactions
contemplated herein without the prior written approval of the Company and Purchaser.
8.
Sponsor Representations. Sponsor represents and warrants to Purchaser, Pubco and the Company, as of the date hereof, that:
(a)
Sponsor has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities
or commodities license or registration denied, suspended or revoked;
(b)
Sponsor has full right and power, without violating any agreement to which it is bound (including any non-competition or non-solicitation
agreement with any employer or former employer), to enter into this Support Agreement;
(c)
Sponsor is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the
execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within
Sponsor’s organizational powers and have been duly authorized by all necessary organizational actions on the part of Sponsor;
(d)
this Support Agreement has been duly executed and delivered by Sponsor and, assuming due authorization, execution and delivery by the
other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of Sponsor, enforceable
against Sponsor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting
creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
(e)
the execution and delivery of this Support Agreement by Sponsor does not, and the performance by Sponsor of its obligations hereunder
will not, (i) conflict with or result in a violation of the organizational documents of Sponsor, or (ii) require any consent or approval
from any third party that has not been given or other action that has not been taken by any third party, in each case, to the extent
such consent, approval or other action would prevent, enjoin or materially delay the performance by Sponsor of its obligations under
this Support Agreement;
(f)
there are no Actions pending against Sponsor or, to the knowledge of Sponsor, threatened against Sponsor, before (or, in the case of
threatened Actions, that would be before) any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially
delay the performance by Sponsor of Sponsor’s obligations under this Support Agreement;
(g)
no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection
with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by or on behalf of
Sponsor;
(h)
Sponsor has had the opportunity to read the Business Combination Agreement and this Support Agreement and has had the opportunity to
consult with Sponsor’s tax and legal advisors;
(i)
Sponsor has not entered into, and shall not enter into, any agreement that would prevent Sponsor from performing any of Sponsor’s
obligations hereunder;
(j)
Sponsor has good title to the Sponsor Shares, free and clear of any Liens other than Permitted Liens and Liens under Purchaser’s
Organizational Documents, and Sponsor has the sole power to vote or cause to be voted the Sponsor Shares; and
(k)
the Sponsor Shares are the only shares of Purchaser’s outstanding capital stock owned of record or beneficially owned by the Sponsor
as of the date hereof, and none of the Sponsor Shares are subject to any proxy, voting trust or other agreement or arrangement with respect
to the voting of the Sponsor Shares that is inconsistent with Sponsor’s obligations pursuant to this Support Agreement.
9.
Specific Performance. The Sponsor hereby agrees and acknowledges that (a) Purchaser, Pubco and the Company would be irreparably
injured in the event of a breach by the Sponsor of its obligations under this Support Agreement, (b) monetary damages may not be an adequate
remedy for such breach and (c) Purchaser, Pubco and the Company shall be entitled to obtain injunctive relief, in addition to any other
remedy that such party may have in law or in equity, in the event of such breach or anticipated breach, without the requirement to post
any bond or other security or to prove that money damages would be inadequate.
10.
Entire Agreement; Amendment; Waiver. This Support Agreement and the other agreements referenced herein constitute the entire agreement
and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements or
representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or
the transactions contemplated hereby provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations
of the parties under the Business Combination Agreement. This Support Agreement may not be changed, amended, modified or waived (other
than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.
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 Support 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.
11.
Binding Effect; Assignment; Third Parties. This Support 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 Support Agreement and all obligations
of Sponsor are personal to Sponsor and may not be assigned, transferred or delegated by Sponsor at any time without the prior written
consent of Purchaser, Pubco and the Company, and any purported assignment, transfer or delegation without such consent shall be null
and void ab initio; provided, however, that the Sponsor may transfer any of its Sponsor Shares to any Permitted Transferee
in accordance with this Agreement. Nothing contained in this Support Agreement or in any instrument or document executed by any party
in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit
of, any Person that is not a party hereto or thereto or a successor or permitted assign of such a party.
12.
Counterparts. This Support Agreement may be executed in any number of original, electronic or facsimile counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one
and the same instrument.
13.
Severability. This Support Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Support Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this
Support Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
14.
Governing Law; Jurisdiction; Jury Trial Waiver. Sections 12.5 and 12.6 of the Business
Combination Agreement are incorporated by reference herein to apply with full force to any disputes arising under this Support Agreement.
15.
Notice. Any notice, consent or request to be given in connection with any of the terms or provisions of this Support Agreement
shall be in writing and shall be sent or given in accordance with the terms of Section 12.1 of the Business Combination Agreement to
the applicable party, with respect to the Company, Pubco and Purchaser, at the respective addresses set forth in Section 12.1 of the
Business Combination Agreement, and, with respect to the Sponsor, at the address set forth underneath Sponsor’s name on the signature
page hereto.
16.
Termination. This Support Agreement shall become effective upon the date hereof and shall automatically terminate, and none of
Purchaser, Pubco the Company or Sponsor shall have any rights or obligations hereunder, on the earliest of (i) the mutual written consent
of Purchaser, Pubco, the Company and the Sponsor, (ii) the Closing (following the performance of the obligations of the parties hereunder
required to be performed at or prior to the Closing), or (iii) the valid termination of the Business Combination Agreement in accordance
with its terms. No such termination shall relieve the Sponsor, Pubco, Purchaser or the Company from any liability resulting from a breach
of this Support Agreement occurring prior to such termination. Notwithstanding anything to the contrary herein, the provisions of Section
15 and this Section 16 shall survive the termination of this Support Agreement.
17.
Adjustment for Stock Split. If, and as often as, there are any changes in the Sponsor Shares by way of share sub-divisions, share
dividends, consolidations, capitalizations, re-designations and the like, or through merger, consolidation, reorganization, recapitalization
or business combination, or by any other means, equitable adjustment shall be made to the provisions of this Support Agreement as may
be required so that the rights, privileges, duties and obligations hereunder shall continue with respect to the Sponsor, Purchaser, the
Company, and the Sponsor Shares as so changed.
18.
Further Actions. Each of the parties hereto agrees to execute and deliver hereafter any further document, agreement or instrument
of assignment, transfer or conveyance as may be necessary or desirable to effectuate the purposes hereof and as may be reasonably requested
in writing by another party hereto.
19.
Expenses. Each party shall be responsible for its own fees and expenses (including the fees and expenses of investment bankers,
accountants and counsel) in connection with the entering into of this Support Agreement, the performance of its obligations hereunder
and the consummation of the transactions contemplated hereby; provided, that in the event of any Action arising out of or relating to
this Support Agreement, the non-prevailing party in any such Action will pay its own expenses and the reasonable documented out-of-pocket
expenses, including reasonable attorneys’ fees and costs, reasonably incurred by the prevailing party.
20.
Interpretation. The titles and subtitles used in this Support Agreement are for convenience only and are not to be considered
in construing or interpreting this Support Agreement. In this Support Agreement, unless the context otherwise requires: (i) any pronoun
used 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) the term “including” (and with correlative meaning “include”) shall be deemed
in each case to be followed by the words “without limitation”; and (iii) the words “herein,” “hereto,”
and “hereby” and other words of similar import shall be deemed in each case to refer to this Support Agreement as a whole
and not to any particular section or other subdivision of this Support Agreement. The parties have participated jointly in the negotiation
and drafting of this Support Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this
Support 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 Support Agreement.
21.
No Partnership, Agency or Joint Venture. This Support Agreement is intended to create a contractual relationship among Sponsor,
Pubco, the Company and Purchaser, and is not intended to create, and does not create, any agency, partnership, joint venture or any like
relationship among the parties hereto or among any other Purchaser Shareholders entering into support agreements with the Company, Pubco
or Purchaser. Sponsor has acted independently regarding its decision to enter into this Support Agreement. Nothing contained in this
Support Agreement shall be deemed to vest in the Company or Purchaser any direct or indirect ownership or incidence of ownership of or
with respect to any Sponsor Shares.
22.
Capacity as Stockholder. Sponsor signs this Support Agreement solely in Sponsor’s capacity as a stockholder of Purchaser,
and not in any other capacity, including, if applicable, as a director (including “director by deputization”), officer or
employee of Purchaser or any of its Subsidiaries. Nothing herein shall be construed to limit or affect any actions or inactions by Sponsor
or any representative of Sponsor, as applicable, serving as a director of Purchaser or any Subsidiary of Purchaser, acting in such Person’s
capacity as a director of Purchaser or any Subsidiary of Purchaser.
{remainder
of page intentionally left blank}
IN
WITNESS WHEREOF, the parties have executed this Support Agreement as of the date first written above.
| |
The
Company: |
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|
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SCAGE INTERNATIONAL LIMITED |
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|
|
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By:
|
/s/
Chao Gao |
| |
Name: |
Chao
Gao |
| |
Title:
|
Director |
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|
|
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Pubco: |
| |
|
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SCAGE FUTURE |
| |
|
|
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By:
|
/s/
Chao Gao |
| |
Name:
|
Chao
Gao |
| |
Title:
|
Director |
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|
|
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Purchaser: |
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|
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FINNOVATE ACQUISITION CORP. |
| |
|
|
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By:
|
/s/
Calvin Kung |
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Name:
|
Calvin
Kung |
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Title:
|
Chief
Executive Officer |
{Signature
Page to Support Agreement}
| Sponsor: |
|
| |
|
| FINNOVATE
SPONSOR LP |
|
| Through
its General Partner, Sunorange Limited |
|
| |
|
| By: |
/s/
Wang (Tommy) Chiu Wong |
|
| Name: |
Wang
(Tommy) Chiu Wong |
|
| Title: |
Director |
|
Exhibit
10.5
EXECUTION
VERSION
AMENDMENT
TO LETTER AGREEMENT
THIS
AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of August 21, 2023, and shall
be effective as of the Closing (defined below), by and among (i) Finnovate Acquisition Corp., an exempted company incorporated
with limited liability in the Cayman Islands (“Company”), (ii) Finnovate Sponsor L.P., a Delaware limited
partnership (the “Sponsor”), (iii) EarlyBirdCapital, Inc. (“EBC”), (iv) Scage Future,
an exempted company incorporated with limited liability in the Cayman Islands, (“Pubco”), (v) Scage International
Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Target”),
and (vi) the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team and who,
along with the Sponsor and EBC, and other transferees of the applicable Company securities, is referred to as an “Insider”
pursuant to the terms of the Letter Agreement. Capitalized terms used but not otherwise defined herein shall have the respective meanings
assigned to such terms in the Original Letter Agreement (as defined below) (and if such term is not defined in the Original Letter Agreement,
then in the BCA (as defined below)).
RECITALS
WHEREAS,
Company, the Sponsor, EBC and the other undersigned Insiders are parties to that certain Letter Agreement, dated as of November 8, 2021
(as supplemented by that certain Joinder to Letter Agreement, dated as of June 2, 2023, pursuant to which Calvin Kung, Wang Chiu Wong,
Chunyi Hao, Tiemei Li and Sanjay Prasad became parties to the Letter Agreement, the “Original Letter Agreement”
and, as amended by this Amendment, the “Letter Agreement”), pursuant to which EBC, the Sponsor and the undersigned
Insiders agreed, among other matters, to (i) waive their redemption rights with respect to their Founder Shares and the Purchaser Class
A Shares issuable upon conversion of the Founder Shares that they may have in connection with the consummation of the proposed Business
Combination (although they will be entitled to redemption rights with respect to any Purchaser Class A Shares sold as part of the Purchaser
Public Units (the “Public Shares”) they hold), (ii) waive their rights to liquidating distributions from the
Trust Account with respect to their Founder Shares (although they will be entitled to liquidating distributions from the trust account
with respect to any Public Shares), (iii) vote in favor of any proposed Business Combination for which the Company seeks approval, and
(iv) certain transfer restrictions with respect to the Founder Shares and Purchaser Private Warrants (or the Purchaser Class A Shares
issued or issuable upon the conversion or exercise thereof);
WHEREAS,
on or about the date hereof, the Company, Pubco, the Target, Hero 1, a Cayman Islands exempted company and a direct wholly owned subsidiary
of Pubco (“First Merger Sub”), Hero 2, a Cayman Islands exempted company and a direct wholly owned subsidiary
of Pubco (“Second Merger Sub”) entered into that certain Business Combination Agreement (the “BCA”);
WHEREAS,
pursuant to the BCA, subject to the terms and conditions thereof, (i) on the Closing Date, First Merger Sub will merge with and into
Target (the “First Merger”), with Target surviving the First Merger as a wholly-owned subsidiary of Pubco and
the outstanding securities of Target being converted into the right to receive Pubco securities; (ii) on the Closing Date and immediately
following the First Merger, and as part of the same overall transaction as the First Merger, Second Merger Sub will merge with and into
the Company (the “Second Merger”, and together with the First Merger, the “Mergers”),
with the Company surviving the Second merger as a wholly-owned subsidiary of Pubco and the outstanding securities of the Company being
converted into the right to receive securities of Pubco; and, in connection therewith (iii) each outstanding warrant of the Company shall
be assumed by Pubco and become a warrant to purchase the same number of ordinary shares of Pubco at the same exercise price during the
same exercise period and otherwise on the same terms as the warrants of the Company being assumed all upon the terms and subject to the
conditions set forth in the BCA and in accordance with the provision of applicable law;
WHEREAS,
the parties hereto desire to amend the Original Letter Agreement (i) to add Pubco and Target as parties to the Letter Agreement, (ii)
to revise the terms thereof in order to reflect the transactions contemplated by the BCA, including without limitation the issuance of
Pubco Ordinary Shares in exchange for Company Class A Ordinary Shares and Company Class B Ordinary Shares thereunder and the issuance
of Pubco Warrants in exchange for warrants of the Company thereunder; and
WHEREAS,
pursuant to Section 11 of the Original Letter Agreement, the Original Letter Agreement can be amended with the written consent of all
parties thereto.
NOW,
THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties
and covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1.
Addition of Pubco and the Target as Parties to the Letter Agreement. The parties hereby agree to add Pubco and Target as parties
to the Letter Agreement. The parties further agree that, from and after the Closing, (i) all of the rights and obligations of the Company
under the Letter Agreement shall be, and hereby are, assigned and delegated to Pubco as if it were the original “Company”
party thereto, and (ii) all references to the Company under the Letter Agreement relating to periods from and after the Closing shall
instead be a reference to Pubco. By executing this Amendment, Pubco hereby agrees to be bound by and subject to all of the terms and
conditions of the Letter Agreement, as amended by this Amendment, from and after the Closing as if it were the original “Company”
party thereto.
2.
Amendments to the Letter Agreement. The Parties hereby agree to the following amendments to the Letter Agreement:
(a)
The defined terms in this Amendment, including without limitation in the preamble and recitals hereto, and the definitions incorporated
by reference from the BCA, are hereby added to the Letter Agreement as if they were set forth therein.
(b)
The parties hereby agree that (i) the terms “Offering Shares,” “Class A ordinary shares,” “Shares,”
“EBC Founder Shares,” and “Founder Shares”, as used in the Letter Agreement shall include without limitation
any and all Pubco Ordinary Shares into which any such securities will convert in the Mergers, and (ii) the terms “Private Placement
Warrants” and “Warrants” shall include without limitation any and all Pubco Private Warrants into which such securities
will convert in the Mergers. The parties further agree that from and after the Closing, any reference (as applicable and as appropriate)
in the Letter Agreement to (A) ordinary shares will instead refer to the Pubco Ordinary Shares (and any other securities of the Company
or the Target or any successor entity issued in consideration of, including without limitation as a stock split, dividend or distribution,
or in exchange for any of such securities), and (B) the terms “Private Placement Warrants” and “Warrants” will
instead refer to Pubco Warrants (and any warrants of Pubco or any successor entity issued in consideration of or in exchange for any
of such warrants).
(c)
Section 6. of the Original Letter Agreement is hereby amended to add as Section 6. (d):
“6.
(d) Pubco shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Insider or
its Permitted Transferee, for the Founder Shares (or Class A ordinary shares issuable upon conversion thereof) and Private Placement
Warrants (or Class A ordinary shares issuable upon the conversion or exercise of the Private Placement Warrants) in such amounts as specified
from time to time by the Insider or its Permitted Transferee to Pubco upon the expiration of the applicable Lock-Up Periods (the “Irrevocable
Transfer Agent Instructions”). In the event that Pubco proposes to replace its transfer agent, Pubco shall provide, prior
to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions signed by the successor transfer
agent to Pubco. Pubco warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions and stop transfer instructions
to give effect to Sections 6(a) or 6(b) hereof, will be given by Pubco to its transfer agent and that the Founder Shares (or Class A
ordinary shares issuable upon conversion thereof) and Private Placement Warrants (or Class A ordinary shares issuable upon the conversion
or exercise of the Private Placement Warrants) shall otherwise be freely transferable on the books and records of Pubco as and to the
extent provided in this Agreement; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer
agent in transferring (or issuing) any certificate for the Founder Shares (or Class A ordinary shares issuable upon conversion thereof)
and Private Placement Warrants (or Class A ordinary shares issuable upon the conversion or exercise of the Private Placement Warrants)
as and when required by this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs,
delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect
thereof) on any certificate for any Founder Shares (or Class A ordinary shares issuable upon conversion thereof) and Private Placement
Warrants (or Class A ordinary shares issuable upon the conversion or exercise of the Private Placement Warrants) issued to Pubco pursuant
as and when required by this Agreement. Pubco acknowledges that a breach by it of its obligations hereunder will cause irreparable harm
to the Insider. Accordingly, Pubco acknowledges, that the Insider shall be entitled, in addition to all other available remedies, to
an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any
bond or other security being required.”
3.
Effectiveness. Notwithstanding anything to the contrary contained herein, this Amendment shall become effective upon the Closing.
In the event that the BCA is terminated in accordance with its terms prior to the Closing, this Amendment and all rights and obligations
of the parties hereunder shall automatically terminate and be of no further force or effect.
4.
Miscellaneous. Except as expressly provided in this Amendment, all of the terms and provisions in the Original Letter Agreement
are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not
constitute, directly or by implication, an amendment or waiver of any provision of the Original Letter Agreement, or any other right,
remedy, power or privilege of any party thereto, except as expressly set forth herein. Any reference to the Letter Agreement in the Original
Letter Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter
mean the Letter Agreement, as amended by this Amendment (or as the Letter Agreement may be further amended or modified in accordance
with the terms thereof and hereof). The terms of this Amendment shall be governed by, enforced and construed and interpreted in a manner
consistent with the provisions of the Original Letter Agreement, including without limitation Section 15 thereof.
{REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW}
IN
WITNESS WHEREOF, each party hereto has signed or has caused to be signed by its officer thereunto duly authorized this Amendment
to Letter Agreement as of the date first above written.
| |
Sincerely, |
| |
|
| |
FINNOVATE SPONSOR L.P.
Through
its General Partner, Sunorange Limited |
| |
|
|
| |
By: |
/s/
Wang (Tommy) Chiu Wong |
| |
Name:
|
Wang
(Tommy) Chiu Wong |
| |
Title: |
Director |
| |
|
|
| |
FINNOVATE
ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/
Calvin Kung |
| |
Name:
|
Calvin
Kung |
| |
Title: |
Chief
Executive Officer |
| |
|
|
| |
SCAGE
FUTURE |
| |
|
|
| |
By: |
/s/
Chao Gao |
| |
Name: |
Chao
Gao |
| |
Title: |
Director |
| |
|
|
| |
SCAGE
INTERNATIONAL LIMITED |
| |
|
|
| |
By: |
/s/
Chao Gao |
| |
Name: |
Chao
Gao |
| |
Title: |
Director |
| |
|
|
| |
/s/
Calvin Kung |
| |
Name: |
Calvin
Kung |
| |
|
|
| |
/s/
Wang Chiu Wong |
| |
Name:
|
Wang
Chiu Wong |
| |
|
|
| |
/s/
Chunyi Hao |
| |
Name:
|
Chunyi
Hao |
| |
|
|
| |
/s/
Tiemei Li |
| |
Name:
|
Tiemei
Li |
| |
|
|
| |
/s/
Sanjay Prasad |
| |
Name:
|
Sanjay
Prasad |
[Signature
Page to First Amendment to Registration Rights Agreement]
Exhibit
10.6
EXECUTION
VERSION
NON-COMPETITION
AND NON-SOLICITATION AGREEMENT
THIS
NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of August
21, 2023, by the undersigned (as defined below) (the “Subject Party”) in favor of and for the benefit of Scage
Future, an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”), Finnovate
Acquisition Corp., an exempted company incorporated with limited liability in the Cayman Islands (together with its successors, including
the Surviving Corporation (as defined in the Business Combination Agreement) “Purchaser”), Scage International
Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”),
Finnovate Sponsor L.P. (the “Sponsor”) and each of Pubco’s, Purchaser’s, Sponsor’s and/or
the Company’s present and future Affiliates, successors and direct and indirect Subsidiaries (including the Company) (collectively
with Pubco, Sponsor, Purchaser and the Company, the “Covered Parties”). Any capitalized term used, but not
defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
WHEREAS,
on August 21, 2023, (i) the Purchaser, (ii) the Company, (iii) Pubco, (iv) Hero 1, an exempted company incorporated with limited liability
in the Cayman Islands and a wholly-owned subsidiary of Pubco (“First Merger Sub”); and (v) Hero 2, an exempted
company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“Second Merger
Sub”), entered into that certain Business Combination Agreement (as amended from time to time in accordance with the terms
thereof, the “Business Combination Agreement”), pursuant to which, subject to the terms and conditions thereof,
among other matters, (i) on the Closing Date, 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 securities of the Company being
converted into the right to receive Pubco securities; (ii) on the Closing Date and immediately following the First Merger, and as part
of the same overall transaction as the First Merger, Second Merger Sub will merge with and into the Purchaser (the “Second
Merger”, and together with the First Merger, the “Mergers”), with the Purchaser surviving the
Second Merger as a wholly-owned subsidiary of Pubco and the outstanding securities of the Purchaser being converted into the right to
receive securities of Pubco; and, in connection therewith (iii) each outstanding warrant of the Purchaser shall be assumed by Pubco and
become a warrant to purchase the same number of ordinary shares of Pubco at the same exercise price during the same exercise period and
otherwise on the same terms as the warrants of the Purchaser being assumed all upon the terms and subject to the conditions set forth
in the Business Combination Agreement and in accordance with the provisions of applicable law;
WHEREAS,
the Company (and after the First Merger, Pubco), directly and indirectly through its Subsidiaries, provides renewable energy solutions
for the commercial vehicle and logistics industry by developing hybrid, electric and hydrogen powered vehicles and vehicle components
(the “Business”);
WHEREAS,
in connection with, and as a condition to the execution and delivery of the Business Combination Agreement and the consummation of the
First Merger, the Second Merger and the other transactions contemplated thereby (collectively, the “Transactions”),
and to enable Pubco and Purchaser to secure more fully the benefits of the Transactions, including the protection and maintenance of
the goodwill and confidential information of the Company and its Subsidiaries and the other Covered Parties, each of Pubco and Purchaser
has required that the Subject Party enter into this Agreement;
WHEREAS,
the Subject Party is entering into this Agreement in order to induce Pubco and Purchaser to enter into the Business Combination Agreement
and consummate the Transactions, pursuant to which the Subject Party will directly or indirectly receive a material benefit; and
WHEREAS,
the Subject Party, as a former and/or current securityholder, director, officer and/or employee of the Company or its Affiliates (and
after the First Merger, Pubco), has contributed to the value of the Company and its Affiliates and has obtained extensive and valuable
knowledge and confidential information concerning the business of the Company and its Affiliates (and after the First Merger, Pubco).
NOW,
THEREFORE, in order to induce Pubco, Purchaser, Sponsor and the Company to enter into the Business Combination Agreement, Ancillary Documents
and consummate the Transactions, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the Subject Party hereby agrees as follows:
1.
Restriction on Competition.
(a)
Restriction. The Subject Party hereby agrees that during the period from the Closing until the third (3rd) year anniversary
of the Closing Date (such period, the “Restricted Period”), the Subject Party will not, and will cause his
or her Affiliates (other than Pubco and its subsidiaries) not to, without the prior written consent of Pubco (which may be withheld in
its sole discretion), anywhere in the People’s Republic of China or in any other markets in which the Covered Parties are engaged,
or are actively contemplating becoming engaged, in the Business as of the Closing Date or during the Restricted Period (the “Territory”),
directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate
in the ownership, management, financing or control of, or become engaged or serve as an officer, director, member, partner, employee,
agent, consultant, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business (a “Competitor”).
Notwithstanding the foregoing, the Subject Party and his, her or its Affiliates may own passive investments of no more than 4.9% beneficial
ownership of any class of outstanding equity interests in a Competitor that is publicly traded, so long as the Subject Party and his,
her or its Affiliates and immediate family members are not directly or indirectly involved in the management or control of such Competitor
(“Permitted Ownership”).
(b)
Acknowledgment. The Subject Party acknowledges and agrees, based upon the advice of legal counsel and/or the Subject Party’s
own education, experience and training, that (i) the Subject Party possesses knowledge of confidential information of the Covered Parties
and the Business, (ii) the Subject Party’s execution of this Agreement is a material inducement to Purchaser and Pubco to enter
into the Business Combination Agreement and consummate the Transactions and to realize the goodwill of the Company and its Subsidiaries,
for which the Subject Party and/or his, her or its Affiliates will receive a substantial direct or indirect financial benefit, and that
Purchaser and Pubco would not have entered into the Business Combination Agreement or consummated the Transactions but for the Subject
Party’s agreements set forth in this Agreement; (iii) it would impair the goodwill of the Covered Parties and reduce the value
of the assets of the Covered Parties and cause serious and irreparable injury if the Subject Party and/or his, her or its Affiliates
were to use their ability and knowledge by engaging in the Business in the Territory in competition with a Covered Party, and/or to otherwise
breach the obligations contained herein and that the Covered Parties would not have an adequate remedy at law because of the unique nature
of the Business in the Territory, (iv) the Subject Party and his, her or its Affiliates have no intention of engaging in the Business
(other than through the Covered Parties) during the Restricted Period other than through Permitted Ownership, (v) the relevant public
policy aspects of restrictive covenants, covenants not to compete and non-solicitation provisions have been discussed, and every effort
has been made to limit the restrictions placed upon the Subject Party to those that are reasonable and necessary to protect the Covered
Parties’ legitimate interests, (vi) the Covered Parties conduct and intend to conduct the Business everywhere in the Territory
and compete with other businesses that are or could be located in any part of the Territory, (vii) the foregoing restrictions on competition
are fair and reasonable in type of prohibited activity, geographic area covered, scope and duration, (viii) the consideration provided
to the Subject Party under this Agreement and the Business Combination Agreement is not illusory, and (ix) such provisions do not impose
a greater restraint than is necessary to protect the goodwill or other business interests of the Covered Parties.
2.
No Solicitation; No Disparagement.
(a)
No Solicitation of Employees and Consultants. The Subject Party agrees that, during the Restricted Period, the Subject Party will
not and will not permit his, her or its Affiliates to, without the prior written consent of Pubco (which may be withheld in its sole
discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance
of the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent
contractor, consultant or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage or otherwise knowingly
cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant or independent
contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered
Personnel and any Covered Party; provided, however, the Subject Party and his, her or its Affiliates will not be deemed
to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from
the Subject Party or its Affiliate (or other Person whom any of them is acting on behalf of) by responding to a general advertisement
or solicitation program conducted by or on behalf of the Subject Party or its Affiliate (or such other Person whom any of them is acting
on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally. For purposes of this Agreement, “Covered
Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties
as of the date of the relevant act prohibited by this Section 2(a) or during the one (1) year period preceding such date.
(b)
Non-Solicitation of Customers and Suppliers. The Subject Party agrees that, during the Restricted Period, the Subject Party will
not and it will not permit his, her or its Affiliates (other than a Covered Party) to, without the prior written consent of Pubco (which
may be withheld in its sole discretion), individually or on behalf of any other Person (other than, if applicable, a Covered Party in
the performance of its duties on behalf of the Covered Parties), directly or indirectly: (i) solicit, induce, encourage or otherwise
knowingly cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a
client or customer of any Covered Party with respect to the Business or (B) reduce the amount of business of such Covered Customer with
any Covered Party with respect to the Business in the Territory, or otherwise alter such business relationship in a manner adverse to
any Covered Party, in either case, with respect to or relating to the Business in the Territory; (ii) interfere with or disrupt (or attempt
to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer; (iii) divert any business
with any Covered Customer relating to the Business from a Covered Party; (iv) solicit for business, provide services to, engage in or
do business with, any Covered Customer for products or services that are part of the Business; or (v) interfere with or disrupt (or attempt
to interfere with or disrupt), any Person that was a vendor, supplier, distributor, agent or other service provider of a Covered Party
at the time of such interference or disruption, for a purpose competitive with a Covered Party as it relates to the Business. For purposes
of this Agreement, a “Covered Customer” shall mean any Person who is or was an actual customer or client (or
prospective customer or client with whom a Covered Party actively marketed or made or taken specific action to make a proposal) of a
Covered Party as of the date of the relevant act prohibited by this Section 2(b) or during the one (1) year period preceding such date.
(c)
Non-Disparagement. The Subject Party agrees that from and after the Closing until the second (2nd) anniversary of the
end of the Restricted Period, the Subject Party will not and will not permits his, her or its Affiliates to, directly or indirectly engage
in any conduct that involves the making or publishing (including through electronic mail distribution or online social media) of any
written or oral statements or remarks (including the repetition or distribution of derogatory rumors, allegations, negative reports or
comments) that are disparaging, deleterious or damaging to the integrity, reputation or good will of one or more Covered Parties or their
respective management, officers, employees, independent contractors or consultants. Notwithstanding the foregoing, subject to Section
3 below, the provisions of this Section 2(c) shall not restrict the Subject Party or his, her or its Affiliates from providing
truthful testimony or information in response to a subpoena or investigation by a Governmental Authority or in connection with any legal
action by the Subject Party or its Affiliate against any Covered Party under this Agreement, the Business Combination Agreement or any
other Ancillary Document that is asserted by the Subject Party or his, her or its Affiliate in good faith.
3.
Confidentiality. From and after the Closing Date, the Subject Party will, and will cause its Representatives to, keep confidential
and not (except, if applicable, in the performance of the Subject Party’s duties on behalf of the Covered Parties) directly or
indirectly use, disclose, reveal, publish, transfer or provide access to, any and all Covered Party Information without the prior written
consent of Pubco (which may be withheld in its sole discretion). As used in this Agreement, “Covered Party Information”
means all materials and information relating to the business, affairs and assets of any Covered Party, including material and information
that concerns or relates to such Covered Party’s bidding and proposal, technical information, computer hardware or software, administrative,
management, operational, data processing, financial, marketing, customers, sales, human resources, employees, vendors, business development,
planning and/or other business activities, regardless of whether such material and information is maintained in physical, electronic,
or other form, that is: (A) gathered, compiled, generated, produced or maintained by such Covered Party through its Representatives,
or provided to such Covered Party by its suppliers, service providers or customers; and (B) intended and maintained by such Covered Party
or its Representatives, suppliers, service providers or customers to be kept in confidence. Covered Party Information also includes information
disclosed to any Covered Party by a third party to the extent that a Covered Party has an obligation of confidentiality in connection
therewith. The obligations set forth in this Section 3 will not apply to any Covered Party Information where such material or
information: (i) is known or available through other lawful sources not bound by a confidentiality agreement with, or other confidentiality
obligation to, any Covered Party; (ii) is or becomes publicly known through no violation of this Agreement or other non-disclosure obligation
of the Subject Party or any of its Representatives; (iii) is already in the possession of the Subject Party at the time of disclosure
through lawful sources not bound by a confidentiality agreement or other confidentiality obligation as evidenced by the Subject Party’s
documents and records; or (iv) is required to be disclosed by applicable law or regulation or stock exchange requirement pursuant to
an order of any administrative body or court of competent jurisdiction (provided that (A) the applicable Covered Party is given reasonable
prior written notice, (B) the Subject Party cooperates (and causes its Representatives to cooperate) with any reasonable request of any
Covered Party to seek to prevent or narrow such disclosure and (C) if after compliance with clauses (A) and (B) such disclosure is still
required, the Subject Party and its Representatives only disclose such portion of the Covered Party Information that is expressly required
by such order, as it may be subsequently narrowed).
4.
Representations and Warranties. The Subject Party hereby represents and warrants, to and for the benefit of the Covered Parties as
of the date of this Agreement and as of the Closing Date, that: (a) the Subject Party has full power and capacity to execute and deliver,
and to perform all of the Subject Party’s obligations under, this Agreement; and (b) neither the execution and delivery of this
Agreement nor the performance of the Subject Party’s obligations hereunder will result directly or indirectly in a violation or
breach of any agreement or obligation by which the Subject Party is a party or otherwise bound. By entering into this Agreement, the
Subject Party certifies and acknowledges that the Subject Party has carefully read all of the provisions of this Agreement, and that
the Subject Party voluntarily and knowingly enters into this Agreement.
5.
Remedies. The covenants and undertakings of the Subject Party contained in this Agreement relate to matters which are of a special,
unique and extraordinary character and a violation of any of the terms of this Agreement may cause irreparable injury to the Covered
Parties, the amount of which may be impossible to estimate or determine and which cannot be adequately compensated. The Subject Party
agrees that, in the event of any breach or threatened breach by the Subject Party of any covenant or obligation contained in this Agreement,
each applicable Covered Party will be entitled to obtain the following remedies (in addition to, and not in lieu of, any other remedy
at law or in equity or pursuant to the Business Combination Agreement or the other Ancillary Documents that may be available to the Covered
Parties, including monetary damages), and a court of competent jurisdiction may award: (i) an injunction, restraining order or other
equitable relief restraining or preventing such breach or threatened breach, without the necessity of proving actual damages or that
monetary damages would be insufficient or posting bond or security, which the Subject Party expressly waives; and (ii) recovery of the
Covered Party’s attorneys’ fees and costs incurred in enforcing the Covered Party’s rights under this Agreement. The
Subject Party hereby consents to the award of any of the above remedies to the applicable Covered Party in connection with any such breach
or threatened breach. The Subject Party hereby acknowledges and agrees that in the event of any breach of this Agreement, any value attributed
or allocated to this Agreement (or any other non-competition agreement with the Subject Party) under or in connection with the Business
Combination Agreement shall not be considered a measure of, or a limit on, the damages of the Covered Parties.
6.
Survival of Obligations. The expiration of the Restricted Period will not relieve the Subject Party of any obligation or liability
arising from any breach by the Subject Party of this Agreement during the Restricted Period. The Subject Party further agrees that the
time period during which the covenants contained in Section 1, 2 and 3 and of this Agreement will be effective will
be computed by excluding from such computation any time during which the Subject Party is in violation of any provision of such Sections.
7.
Miscellaneous.
(a)
Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii)
one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days
after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party
at the following addresses (or at such other address for a party as shall be specified by like notice):
If
to the Purchaser prior to the Closing, to:
Finnovate
Acquisition Corp.
The
White House
20
Genesis Close, George Town
Grand
Cayman, Cayman Islands KY1 1208
Attn:
Calvin Kung, Chief Executive Officer
Telephone
No.: +86 131-2230-7009
Email:
calvin@estonecapital.com
|
with
a copy (that will not constitute notice) to:
Ellenoff
Grossman & Schole LLP
1345
Avenue of the Americas, 11th Floor
New
York, New York 10105, USA
Attn:
Barry I. Grossman, Esq.
Jonathan
P. Cramer, Esq.
Facsimile
No.: (212) 370-7889
Telephone
No.: (212) 370-1300
Email:
bigrossman@egsllp.com jcramer@egsllp.com
|
If
to the Company or Pubco prior to the Closing, to:
Scage
International Limited
2F,
Building 6, No. 6 Fengxin Road, Yuhuatai District, Nanjing City, Jiangsu Province, China
Attn:
An Jimin
Telephone
No.: +86 13956222991
Email:
scagepr@scagefd.com |
with
a copy (that will not constitute notice) to:
Wilson
Sonsini Goodrich & Rosati PC
Unit
2901, 29F, Tower C, Beijing Yintai Centre
No.
2 Jianguomenwai Avenue
Chaoyang
District, Beijing
Facsimile:
+86 10 65298399
Telephone
No.: +86 10 6529 8300
Email:
projectsparta@wsgr.com
and
a copy to:
Jingtian
& Gongcheng
34th
Floor, Tower 3, China Central Place, 77 Jianguo Road, Chaoyang District, Beijing
Facsimile
No.: +86 10 58091100
Telephone
No.: +86 10 58091000
|
If
to Purchaser, Pubco, the Company or any other Covered
Party from or after the Closing, to:
Scage
Future
2F,
Building 6, No. 6 Fengxin Road, Yuhuatai District, Nanjing City, Jiangsu Province, China
Attn:
An Jimin
Telephone
No.: +86 13956222991
Email:
scagepr@scagefd.com |
with
a copy (that will not constitute notice) to:
Wilson
Sonsini Goodrich & Rosati PC
Unit
2901, 29F, Tower C, Beijing Yintai Centre
No.
2 Jianguomenwai Avenue
Chaoyang
District, Beijing
Facsimile:
+86 10 65298399
Telephone
No.: +86 10 6529 8300
Email:
projectsparta@wsgr.com
and
a copy to:
Jingtian
& Gongcheng
34th
Floor, Tower 3, China Central Place, 77 Jianguo Road, Chaoyang District, Beijing
Facsimile
No.: +86 10 58091100
Telephone
No.: +86 10 58091000
|
If
to the Subject Party, to:
the
address below the Subject Party’s name on the signature page to this Agreement.
|
(b)
Integration and Non-Exclusivity. This Agreement, the Business Combination Agreement and the other Ancillary Documents contain
the entire agreement between the Subject Party and the Covered Parties concerning the subject matter hereof. Notwithstanding the foregoing,
the rights and remedies of the Covered Parties under this Agreement are not exclusive of or limited by any other rights or remedies which
they may have, whether at law, in equity, by contract or otherwise, all of which will be cumulative (and not alternative). Without limiting
the generality of the foregoing, the rights and remedies of the Covered Parties, and the obligations and liabilities of the Subject Party
and its Affiliates, under this Agreement, are in addition to their respective rights, remedies, obligations and liabilities (i) under
the laws of unfair competition, misappropriation of trade secrets, or other requirements of statutory or common law, or any applicable
rules and regulations and (ii) otherwise conferred by contract, including the Business Combination Agreement and any other written agreement
between the Subject Party or his, her or its Affiliate and any of the Covered Parties. Nothing in the Business Combination Agreement
will limit any of the obligations, liabilities, rights or remedies of the Subject Party or the Covered Parties under this Agreement,
nor will any breach of the Business Combination Agreement or any other agreement between the Subject Party or his, her or its Affiliate
and any of the Covered Parties limit or otherwise affect any right or remedy of the Covered Parties under this Agreement. If any term
or condition of any other agreement between the Subject Party or its Affiliate and any of the Covered Parties conflicts or is inconsistent
with the terms and conditions of this Agreement, the more restrictive terms will control as to the Subject Party or his, her or its Affiliate,
as applicable.
(c)
Severability; Reformation. Each provision of this Agreement is separable from every other provision of this Agreement. If any
provision of this Agreement is found or held to be invalid, illegal or unenforceable, in whole or in part, by a court of competent jurisdiction,
then (i) such provision will be deemed amended to conform to applicable laws so as to be valid, legal and enforceable to the fullest
possible extent, (ii) the invalidity, illegality or unenforceability of such provision will not affect the validity, legality or enforceability
of such provision under any other circumstances or in any other jurisdiction, and (iii) the invalidity, illegality or unenforceability
of such provision will not affect the validity, legality or enforceability of the remainder of such provision or the validity, legality
or enforceability of any other provision of this Agreement. The Subject Party and the Covered Parties will substitute for any invalid,
illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable,
the intent and purpose of such invalid, illegal or unenforceable provision. Without limiting the foregoing, if any court of competent
jurisdiction determines that any part hereof is unenforceable because of the duration, geographic area covered, scope of such provision,
or otherwise, such court will have the power to reduce the duration, geographic area covered or scope of such provision, as the case
may be, and, in its reduced form, such provision will then be enforceable. The Subject Party will, at a Covered Party’s request,
join such Covered Party in requesting that such court take such action.
(d)
Amendment; Waiver. This Agreement may not be amended or modified in any respect, except by a written agreement executed by the
Subject Party, Pubco, Purchaser and, from and after the Closing, the Purchaser Representative (or their respective permitted successors
or assigns). No waiver will be effective unless it is expressly set forth in a written instrument executed by the waiving party (and
from and after the Closing if such waiving party is a Covered Party, the Purchaser Representative) and any such waiver will have no effect
except in the specific instance in which it is given. Any delay or omission by a party in exercising its rights under this Agreement,
or failure to insist upon strict compliance with any term, covenant, or condition of this Agreement will not be deemed a waiver of such
term, covenant, condition or right, nor will any waiver or relinquishment of any right or power under this Agreement at any time or times
be deemed a waiver or relinquishment of such right or power at any other time or times.
(e)
Governing Law; Jurisdiction. This Agreement and all Actions (whether in contract, tort or otherwise) that may be based upon, arise
out of or relate to this Agreement or the negotiation, execution or performance hereof (including any claim or cause of action based
upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to
enter into this Agreement) shall be governed by, construed and enforced in accordance with the Laws (both substantive and procedural)
of the State of New York without regard to the conflict of laws principles thereof. All Actions arising out of or relating to this Agreement
shall be referred to and finally settled by arbitration at Hong Kong International Arbitration Centre (the “HKIAC”)
in accordance with the HKIAC Arbitration Rules in effect, which rules are deemed to be incorporated by reference to this Section 7(e).
The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three. The arbitration proceedings shall be conducted
in English.
(f)
Successors and Assigns; Third Party Beneficiaries. This Agreement will be binding upon the Subject Party and the Subject Party’s
estate, successors and assigns, and will inure to the benefit of the Covered Parties, and their respective successors and assigns. Each
Covered Party may freely assign any or all of its rights under this Agreement, at any time, in whole or in part, to any Person which
acquires, in one or more transactions, at least a majority of the equity securities (whether by equity sale, merger or otherwise) of
such Covered Party or all or substantially all of the assets of such Covered Party and its Subsidiaries, taken as a whole, without obtaining
the consent or approval of the Subject Party. The Subject Party agrees that the obligations of the Subject Party under this Agreement
are personal and will not be assigned by the Subject Party. Each of the Covered Parties are express third party beneficiaries of this
Agreement and will be considered parties under and for purposes of this Agreement.
(g)
Sponsor Authorized to Act on Behalf of Covered Parties. The parties acknowledge and agree that from and after the Closing, the
Sponsor or a replacement agent duly appointed by the Sponsor in writing shall have the non-exclusive right, but not the obligation, to
act on behalf of Pubco, Purchaser and the other Covered Parties under this Agreement, including the right to enforce Pubco’s, Purchaser’s
and the other Covered Parties’ rights and remedies under this Agreement. Without limiting the foregoing, in the event that the
Subject Party serves as a director, officer, employee or other authorized agent of a Covered Party, the Subject Party shall have no authority,
express or implied, to act or make any determination on behalf of a Covered Party in connection with this Agreement or any dispute or
Action with respect hereto.
(h)
Construction. The Subject Party acknowledges that the Subject Party has been represented by counsel, or had the opportunity to
be represented by counsel of the Subject Party’s choice. Any rule of construction to the effect that ambiguities are to be resolved
against the drafting party will not be applied in the construction or interpretation of this Agreement. Neither the drafting history
nor the negotiating history of this Agreement will be used or referred to in connection with the construction or interpretation of this
Agreement. The headings and subheadings contained in this Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. In this Agreement: (i) the words “include,” “includes” and “including”
when used herein shall be deemed in each case to be followed by the words “without limitation”; (ii) the definitions contained
herein are applicable to the singular as well as the plural forms of such terms; (iii) whenever required by the context, any pronoun
shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include
the plural and vice versa; (iv) the words “herein,” “hereto,” and “hereby” and other words of similar
import shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this
Agreement; (v) the word “if” and other words of similar import when used herein shall be deemed in each case to be followed
by the phrase “and only if”; (vi) the term “or” means “and/or”; and (vii) any agreement or instrument
defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from
time to time amended, modified or supplemented, including by waiver or consent and references to all attachments thereto and instruments
incorporated therein.
(i)
Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts,
each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
A photocopy, faxed, scanned and/or emailed copy of this Agreement or any signature page to this Agreement, shall have the same validity
and enforceability as an originally signed copy.
(j)
Effectiveness. This Agreement shall be binding upon the Subject Party upon the Subject Party’s execution and delivery of
this Agreement, but this Agreement shall only become effective upon the consummation of the Transactions. In the event that the Business
Combination Agreement is validly terminated in accordance with its terms prior to the consummation of the Transactions, this Agreement
shall automatically terminate and become null and void, and the parties shall have no obligations hereunder.
[Remainder
of Page Intentionally Left Blank; Signature Page Follows]
IN
WITNESS WHEREOF, the undersigned has duly executed and delivered this Non-Competition and Non-Solicitation Agreement as of the date first
written above.
| |
Subject
Party: |
| |
|
| |
[__________________________________] |
| |
Address
for Notice: |
| |
|
|
| |
Address: |
|
| |
|
| |
|
| |
Facsimile
No.: |
|
| |
Telephone
No.: |
|
| |
Email: |
|
{Signature
Page to Non-Competition Agreement}
Acknowledged
and accepted as of the date first written above:
| Pubco: |
|
| |
|
| SCAGE
FUTURE |
|
| |
|
|
| By: |
|
|
| Name: |
Chao
Gao |
|
| Title: |
Director |
|
| |
|
|
| Purchaser: |
|
| |
|
| FINNOVATE
Acquisition CORP. |
|
| |
|
|
| By: |
|
|
| Name: |
Calvin
Kung |
|
| Title: |
Chief
Executive Officer |
|
| |
|
|
| The
Company: |
|
| |
|
| SCAGE
INTERNATIONAL LIMITED |
|
| |
|
|
| By: |
|
|
| Name: |
Chao
Gao |
|
| Title: |
Director |
|
| |
|
|
| Sponsor: |
|
| |
|
| FINNOVATE
SPONSOR, L.P. |
|
| Through
its General Partner, Sunorange Limited |
|
| |
|
|
| By: |
|
|
| Name: |
Wang
(Tommy) Chiu Wong |
|
| Title: |
Director |
|
{Signature
Page to Non-Competition Agreement}
Exhibit
10.7
Execution
Version
AMENDMENT
TO WARRANT AGREEMENT
THIS
AMENDMENT TO WARRANT AGREEMENT (this “Amendment”) is made and entered into as of [___], 2024 by and among (i)
Finnovate Acquisition Corp., an exempted company incorporated with limited liability in the Cayman Islands (the “Purchaser”),
(ii) Scage Future, an exempted company incorporated with limited liability in the Cayman Islands (the “Pubco”),
and (iii) Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Agent”).
Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Warrant Agreement
(as defined below) (and if such term is not defined in the Warrant Agreement, then the Business Combination Agreement (as defined below)).
RECITALS
WHEREAS,
Purchaser and the Agent are parties to that certain Warrant Agreement, dated as of November 8, 2021 (as amended, including without limitation
by this Amendment, the “Warrant Agreement”), pursuant to which the Agent agreed to act as the Purchaser’s
warrant agent with respect to the issuance, registration, transfer, exchange, redemption and exercise of (i) warrants to purchase ordinary
shares underlying the units of the Purchaser issued in Purchaser’s initial public offering (“IPO”) (the
“Public Warrants”), (ii) warrants to purchase ordinary shares of the Purchaser acquired by Finnovate Sponsor
L.P. (the “Sponsor”), in a private placement concurrent with the IPO (the “Sponsor Private Placement
Warrants”), (iii) warrants to purchase ordinary shares of Purchaser acquired by EarlyBirdCapital, Inc. (“EBC”),
in a private placement concurrent with the IPO (the “EBC Private Placement Warrants”), (iv) warrants to purchase
shares of ordinary shares underlying the units of Purchaser issuable to the Sponsor or an affiliate of the Sponsor or certain officers
and directors of Purchaser upon conversion of up to $1,500,000 of working capital loans (the “Working Capital Warrants”),
and (v) all other warrants issued by Purchaser after the IPO, in connection with or following the Business Combination (the “Post-IPO
Warrants” and together with the Public Warrants, the Sponsor Private Placement Warrants, the EBC Private Placement Warrants,
and the Working Capital Warrants, the “Warrants”);
WHEREAS,
(i) Purchaser, (ii) Pubco, (iii) Hero 1, a Cayman Islands exempted company and a wholly-owned subsidiary of Purchaser (“First
Merger Sub”), (iv) Hero 2, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned
subsidiary of Purchaser (the “Second Merger Sub”), and (v) Scage International Limited, an exempted company
incorporated with limited liability in the Cayman Islands (“Target”), are parties to that certain Business
Combination Agreement, dated as of August 21, 2023 (as it may be amended from time to time in accordance with the terms thereof, the
“Business Combination Agreement”)
WHEREAS,
pursuant to the Business Combination Agreement, subject to the terms and conditions thereof, among other matters: (i) on the Closing
Date, First Merger Sub will merge with and into Target (the “First Merger”), with Target surviving the First
Merger as a wholly-owned subsidiary of Pubco and the outstanding shares of Target being converted into the right to receive Pubco securities;
(ii) on the Closing Date and immediately following the First Merger, and as part of the same overall transaction as the First Merger,
Second Merger Sub will merge with and into the Purchaser (the “Second Merger”, and together with the First
Merger, the “Mergers”), with the Purchaser surviving the Second Merger as a wholly-owned subsidiary of Pubco
and the outstanding securities of the Purchaser being converted into the right to receive securities of Pubco; and, in connection therewith,
(iii) each outstanding warrant of the Purchaser shall be assumed by Pubco and become a warrant to purchase the same number of ordinary
shares of Pubco at the same exercise price during the same exercise period and otherwise on the same terms as the warrants of the Purchaser
being assumed 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,
upon consummation of the Mergers, as provided in Section 4.4 of the Warrant Agreement, each of the issued and outstanding Warrants will
no longer be exercisable for Purchaser Class A Ordinary Shares but instead will be exercisable (subject to the terms and conditions of
the Warrant Agreement as amended hereby) for the same number of Pubco Ordinary Shares at the same exercise price per share during the
same exercise period and otherwise on the same terms as the warrant being assumed;
WHEREAS,
all references to “Class A ordinary shares” in the Warrant Agreement (including all Exhibits thereto) shall mean ordinary
shares, par value $0.0001 per share, of Pubco (together with any other securities of Pubco or any successor entity issued in consideration
of (including as share sub-divisions, share dividends, consolidations, capitalizations, re-designations and the like) or in exchange
for any of such securities, “Pubco Ordinary Shares”);
WHEREAS,
the board of directors of Purchaser has determined that the consummation of the transactions contemplated by the Business Combination
Agreement will constitute a Business Combination (as defined in the Warrant Agreement); and
WHEREAS,
in connection with the Mergers, Purchaser desires to assign all of its right, title and interest in the Warrant Agreement to Pubco, and
Pubco wishes to accept such assignment and assume all the liabilities and obligations of Purchaser under the Warrant Agreement with the
same force and effect as if Pubco were initially a party to the Warrant Agreement.
NOW,
THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties
and covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1.
Assignment and Assumption; Consent.
(a)
Assignment and Assumption. The parties hereby agree to add Pubco as a party to the Warrant Agreement. In connection therewith,
Purchaser hereby assigns to Pubco, from and after the Effective Time (as defined below), all of Purchaser’s right, title and interest
in and to the Warrant Agreement and the Warrants (each as amended hereby). Pubco hereby assumes and agrees, from and after the Effective
Time, to pay, perform, satisfy and discharge in full, as the same become due, all of Purchaser’s liabilities and obligations under
the Warrant Agreement and the Warrants (each as amended hereby) arising from and after the Effective Time with the same force and effect
as if Pubco were initially a party to the Warrant Agreement. By executing this Amendment, Pubco hereby agrees to be bound by and subject
to all of the terms and conditions of the Warrant Agreement, as amended by this Amendment, from and after the Effective Time, as if it
were the original “Company” party thereto.
(b)
Consent. The Warrant Agent hereby consents to the assignment of the Warrant Agreement and the Warrants by Purchaser to Pubco and
the assumption by Pubco of the Purchaser’s obligations under the Warrant Agreement pursuant to Section 1 hereof effective
as of the Effective Time, the assumption of the Warrant Agreement and Warrants by Pubco from Purchaser pursuant to Section 1 hereof
effective as of the effective time of the Mergers (the “Effective Time”), and to the continuation of the Warrant
Agreement and Warrants in full force and effect from and after the Effective Time, subject at all times to the Warrant Agreement and
Warrants (each as amended hereby) and to all of the provisions, covenants, agreements, terms and conditions of the Warrant Agreement
and this Agreement.
2.
Amendments to Warrant Agreement. The parties hereto hereby agree to the following amendments to the Warrant Agreement:
(a)
Defined Terms. The defined terms in this Amendment, including in the preamble and recitals hereto, and the definitions incorporated
by reference from the Business Combination Agreement, are hereby added to the Warrant Agreement as if they were set forth therein.
(b)
Preamble. The preamble of the Warrant Agreement is hereby amended by deleting “Finnovate Acquisition Corp., a Cayman Islands
exempted company” and replacing it with “Scage Future, a Cayman Islands exempted company”. As a result thereof, all
references to the “Company” in the Warrant Agreement shall be amended such that they refer to Pubco rather than Purchaser.
(c)
Reference to Company Ordinary Shares. All references to “Class A Ordinary Shares” in the Warrant Agreement (including
all Exhibits thereto) shall mean Pubco Ordinary Shares.
(c)
Reference to Warrants. All references to “Warrants” as used in the Warrant Agreement (including all Exhibits thereto)
shall include any and all Pubco Warrants into which the Warrants automatically convert upon the Effective Time. The parties further agree
that any reference (as applicable and as appropriate) in the Warrant Agreement to a Warrant will instead refer to Pubco Warrants (and
any warrants of Pubco or any successor entity issued in consideration of or in exchange for any of such warrants).
(d)
Notices. Section 9.2 of the Warrant Agreement is hereby amended to delete the address of the Company for notices under the Warrant
Agreement and instead add the following address for notices to Pubco under the Warrant Agreement as the “Company” party thereunder:
If
to Pubco to:
Scage
Future
2F,
Building 6, No. 6 Fengxin Road, Yuhuatai District, Nanjing City, Jiangsu Province, China
Attn:
An Jimin
Telephone
No.: +86 13956222991
Email:
scagepr@scagefd.com |
with
a copy (which will not constitute notice) to:
Wilson
Sonsini Goodrich & Rosati PC
Unit
2901, 29F, Tower C, Beijing Yintai Centre
No.
2 Jianguomenwai Avenue
Chaoyang
District, Beijing
Facsimile:
+86 10 65298399
Telephone
No.: +86 10 6529 8300
Email:
projectsparta@wsgr.com
and
a copy to:
Jingtian
& Gongcheng
34th
Floor, Tower 3, China Central Place, 77 Jianguo Road, Chaoyang District, Beijing
Facsimile
No.: +86 10 58091100
Telephone
No.: +86 10 58091000
|
3.
Effectiveness. Notwithstanding anything to the contrary contained herein, this Amendment shall only become effective upon the
Closing. In the event that the Business Combination Agreement is terminated in accordance with its terms prior to the Closing, this Amendment
and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.
4.
Miscellaneous. Except as expressly provided in this Amendment, all of the terms and provisions in the Warrant Agreement are and
shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute,
directly or by implication, an amendment or waiver of any provision of the Warrant Agreement, or any other right, remedy, power or privilege
of any party thereto, except as expressly set forth herein. Any reference to the Warrant Agreement in the Warrant Agreement or any other
agreement, document, instrument or certificate entered into or issued in connection therewith, shall hereinafter mean the Warrant Agreement
as the case may be, as amended by this Amendment (or as such agreement may be further amended or modified in accordance with the terms
thereof). The terms of this Amendment shall be governed by, enforced and construed and interpreted in a manner consistent with the provisions
of the Warrant Agreement, as it applies to the amendments to the Warrant Agreement herein, including without limitation Section 9 of
the Warrant Agreement.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW]
IN
WITNESS WHEREOF, each party hereto has caused this Amendment to Warrant Agreement to be signed and delivered by its respective duly
authorized officer as of the date first above written.
| |
Purchaser: |
| |
|
| |
FINNOVATE
ACQUISITION CORP. |
| |
|
|
| |
By: |
|
| |
Name: |
Calvin
Kung |
| |
Title: |
Chief
Executive Officer |
| |
|
|
| |
Pubco: |
| |
|
| |
SCAGE
FUTURE |
| |
|
|
| |
By:
|
|
| |
Name: |
Chao
Gao |
| |
Title: |
Director |
| |
|
|
| |
Agent: |
| |
|
| |
CONTINENTAL
STOCK TRANSFER & TRUST COMPANY |
| |
|
|
| |
By:
|
|
| |
Name: |
|
| |
Title: |
|
[Signature
Page to Amendment to Warrant Agreement and Rights Agreement]
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