PIAI Prime Impact Acquisition I

Business Combination Agreement

On January 29, 2023, Prime Impact Acquisition I, a Cayman Islands exempted company (“SPAC”), Cheche Group Holdings Inc., a Cayman Islands exempted company (“Holdings”), Cheche Merger Sub Inc., a Cayman Islands exempted company and wholly owned direct subsidiary of Holdings (“Merger Sub”), and Cheche Technology, Inc., a Cayman Islands exempted company (the “Company”), entered into a business combination agreement (the “Business Combination Agreement”), pursuant to which, among other things, (a) on the Closing Date, SPAC will merge with and into Holdings (the “Initial Merger”), with Holdings surviving the Initial Merger (Holdings, in its capacity as the surviving corporation of the Initial Merger, is sometimes referred to herein as the “Surviving Corporation”) and (b) on the Closing Date, following the Initial Merger, Merger Sub will merge with and into the Company (the “Acquisition Merger”, and together with the Initial Merger, the “Mergers”), with the Company surviving the Acquisition Merger as a wholly owned subsidiary of the Surviving Corporation (the Company, in its capacity as the surviving corporation of the Acquisition Merger, is sometimes referred to herein as the “Surviving Subsidiary Company”). The Mergers, together with the other transactions related thereto, are referred to herein as the “Transactions.” References herein to “SPAC” shall refer to Prime Impact Acquisition I for all periods prior to completion of the Initial Merger and to the Surviving Corporation for all periods after completion of the Initial Merger.

Conversion of Securities

At the effective time of the Initial Merger (the “Initial Merger Effective Time”), by virtue of the Initial Merger and without any action on the part of SPAC, Merger Sub, the Company, Holdings or the holders of any of the following securities:

On the Closing Date and immediately prior to the effective time of the Acquisition Merger (the “Acquisition Merger Effective Time”), each preferred share of the Company that is issued and outstanding immediately prior to the Acquisition Merger Effective Time will convert automatically into a number of ordinary shares, par value $0.00001 per share, of the Company (“Company Ordinary Shares”) at the then-effective conversion rate in accordance with the Company’s sixth amended and restated articles of association (the “Conversion”).

At the Acquisition Merger Effective Time, by virtue of the Acquisition Merger and without any action on the part of the Surviving Corporation, Merger Sub, the Company or the holders of any of the following securities:

For purposes of this Form 8-K:

Dual-Class Structure

Following the completion of the Transactions, the issued and outstanding share capital of Holdings will consist of Surviving Company Class A Ordinary Shares and Surviving Company Class B Ordinary Shares. The Company’s Chief Executive Officer and an affiliated entity will beneficially own all of the issued Surviving Company Class B Ordinary Shares. Holders of Surviving Company Class A Ordinary Shares and Surviving Company Class B Ordinary Shares have the same rights except for voting and conversion rights. Each Surviving Company Class A Ordinary Share is entitled to one (1) vote, and each Surviving Company Class B Ordinary Share is entitled to three (3) votes. At the option of the holder of Surviving Company Class B Ordinary Shares, each Surviving Company Class B Ordinary Share is convertible into one Surviving Company Class A Ordinary Share at any time. Surviving Company Class A Ordinary Shares are not convertible into Surviving Company Class B Ordinary Shares under any circumstances.

Representations, Warranties and Covenants

The parties to the Business Combination Agreement have agreed to customary representations and warranties for transactions of this type. In addition, the parties to the Business Combination Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of the Company and its subsidiaries during the period between execution of the Business Combination Agreement and the Acquisition Merger Effective Time. Each of the parties to the Business Combination Agreement has agreed to use its reasonable best efforts to take, or cause to be taken, appropriate action, and to do, or cause to be done, such things as are necessary, proper or advisable under applicable laws or otherwise, and each shall cooperate with the other, to consummate and make effective the Transactions.

Conditions to Each Party’s Obligation to Consummate the Transactions

Under the Business Combination Agreement, the obligations of the parties to consummate the Initial Merger are subject to the satisfaction or waiver by each of SPAC and the Company (where permissible) of certain customary closing conditions of the respective parties, including, without limitation:

Under the Business Combination Agreement, the obligations of the parties to consummate the Acquisition Merger are subject to the satisfaction or waiver by each of SPAC and the Company (where permissible) of certain customary closing conditions of the respective parties, including, without limitation:

Conditions to the Obligation of SPAC, Holdings and Merger Sub to Consummate the Transactions

The obligations of SPAC, Holdings and Merger Sub to consummate the Transactions are subject to the satisfaction or waiver by SPAC (where permissible) at or prior to the Acquisition Merger Effective Time of the following additional conditions:

Conditions to the Obligation of the Company Consummate the Transactions

The obligations of the Company to consummate the Transactions are subject to the satisfaction or waiver by the Company (where permissible) at or prior to Acquisition Merger Effective Time of the following additional conditions:

Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Merger, including:

If the Business Combination Agreement is validly terminated in accordance with its terms, none of the parties will have any liability or any further obligation under the Business Combination Agreement with certain limited exceptions, including liability arising out of any fraud or willful and material breach.

Expenses

Except as set forth in the Business Combination Agreement, all expenses incurred in connection with the Business Combination Agreement and the Transactions shall be paid by the party incurring such expenses, whether or not the Mergers or any other Transaction is consummated; provided that SPAC and the Company shall each pay one half of the filing fee for the Notification and Report Forms filed under the HSR Act, if any, and one half of any filing fee payable in connection with the Registration Statement; provided, further, that if the Acquisition Closing is consummated, the Surviving Company shall be responsible for paying the SPAC’s transaction expenses and the Company’s transaction expenses as set forth in the Business Combination Agreement. Notwithstanding the immediately preceding sentence or anything to the contrary in the Business Combination Agreement or any other related document, to the extent that: (a) the aggregate SPAC’s transaction expenses; exceed (b) the combined proceeds from (x) the funds held in the SPAC’s trust account at Closing (after deducting all the amounts to be paid pursuant to the exercise of the redemption rights, but prior to payment of any SPAC transaction expenses or other liabilities of the SPAC, the Company or any of their respective affiliates or representatives), plus (y) the gross proceeds raised from the portion of the potential PIPE Investment, if any, that was procured through the efforts led by the SPAC, its affiliates and/or representatives (such sum the “Aggregate Capital Raised” and such excess, the “Overage Amount”), Prime Impact Cayman, LLC (“Sponsor”) shall (or shall cause an affiliate of Sponsor to) purchase, pursuant to a PIPE Subscription Agreement (as defined in the Business Combination Agreement), a number of Surviving Company Class A Ordinary Shares or other equity securities of the Surviving Company having an aggregate value equal to the Overage Amount, either (A) on the best terms, including purchase price, pursuant to which Surviving Company Class A Ordinary Shares or other equity securities of the Surviving Company shall have been sold to any third party, other than the Sponsor, pursuant to the PIPE Investment or, (B) if no Surviving Company Class A Ordinary Shares or other equity securities of the Surviving Company shall have been sold to any third party, other than the Sponsor, pursuant to the PIPE Investment, on terms mutually agreed by the Sponsor and the Company, which shall in no event be worse in any material respect to the Sponsor than the best terms, including price, that the SPAC and the Company mutually agree prior to the Closing Date to offer to any third party, other than Sponsor, to purchase Surviving Company Class A Ordinary Shares or other equity securities of the Surviving Company in connection with a potential PIPE Investment. For the avoid of doubt and notwithstanding anything to the contrary in the Business Combination Agreement, prior to the Outside Date, other than as set forth in this Section 7.11, Section 7.19 and Section 9.03 of the Business Combination Agreement, the Company shall not be required to advance or pay for any costs or expenses incurred in connection with the Business Combination Agreement and the Transactions.

Potential PIPE Investment

Prior to the Initial Closing, Holdings may enter into one or more subscription agreements (each, a “PIPE Subscription Agreement”) with third-party investors named therein (such investors, collectively, with any permitted assignees or transferees, the “PIPE Investors”), in each case, on terms mutually acceptable to the SPAC and the Company, pursuant to which, on the terms and subject to the conditions set forth therein, immediately following the Initial Merger Effective Time and prior to the Acquisition Merger Effective Time, such PIPE Investors will purchase from the Surviving Company newly issued Surviving Company Class A Ordinary Shares or other Equity Securities of the Surviving Company (the “PIPE Investment”).

A copy of the Business Combination Agreement is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Business Combination Agreement and the Transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Business Combination Agreement filed with this Current Report on Form 8-K. The Business Combination Agreement is included to provide security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, Holdings, SPAC or Merger Sub. In particular, the assertions embodied in representations and warranties by the Company, Holdings, SPAC and Merger Sub contained in the Business Combination Agreement are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement, including being qualified by confidential information in the disclosure schedules provided by the parties in connection with the execution of the Business Combination Agreement, and are

subject to standards of materiality applicable to the contracting parties that may differ from those applicable to security holders. The confidential disclosures contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Business Combination Agreement. Moreover, certain representations and warranties in the Business Combination Agreement were used for the purpose of allocating risk between the parties, rather than establishing matters as facts. Accordingly, security holders should not rely on the representations and warranties in the Business Combination Agreement as characterizations of the actual state of facts about the Company, Holdings, SPAC or Merger Sub. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in SPAC’s public disclosures.

Sponsor Support Agreement

Concurrent with the execution and delivery of the Business Combination Agreement, the Sponsor, entered into an agreement (the “Sponsor Support Agreement”) with the SPAC, the Company and Holdings pursuant to which, among other things, the Sponsor agreed to (a) effective upon the Acquisition Closing, waive the anti-dilution rights set forth in SPAC’s organizational documents to have the SPAC Founder Shares convert into Surviving Company Class A Ordinary Shares in connection with the Transactions at a ratio of greater than one-for-one; (b) vote all SPAC Founder Shares held by them in favor of the adoption and approval of the Business Combination Agreement and the Transactions; (c) forfeit and surrender, for no consideration, effective as of immediately prior to the Initial Merger Effective Time, 2,557,736 of its SPAC Founder Shares and 2,860,561 SPAC Warrants; (d) if the Aggregate Capital Raised is less than $50 million, forfeit and surrender, for no consideration, effective as of immediately prior to the Initial Merger Effective Time, an additional 1,203,315 SPAC Founder Shares; and (e) be bound by certain transfer restrictions with respect to the Surviving Company Class A Ordinary Shares issuable to the Sponsor in the Initial Merger in respect of the SPAC Founder Shares held by Sponsor immediately prior to the Initial Merger Effective Time, on the terms and subject to the conditions set forth in the Sponsor Support Agreement.

A copy of the Sponsor Support Agreement is attached as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing description of the Sponsor Support Agreement is not complete and is subject to, and qualified in its entirety by, reference to the actual agreement.

Shareholder Support Agreement

Concurrent with the execution and delivery of the Business Combination Agreement, the Company delivered to SPAC shareholder support agreements (the “Shareholder Support Agreements”) duly executed by certain shareholders of the Company (the “Key Shareholders”) who own shares of Company share capital sufficient to approve the Transactions in accordance with the Company’s organizational documents and applicable law. Pursuant to the Shareholder Support Agreements, among other things, the Key Shareholders agreed to: (a) within forty eight (48) hours after the Registration Statement is declared effective by the SEC to execute and deliver a Written Consent approving the Business Combination Agreement and the Transactions; and (b) be bound by certain transfer restrictions with respect to the Surviving Company Class A Ordinary Shares and Surviving Company Class B Ordinary Shares issuable to such Key Shareholders in the Acquisition Merger in respect of the Company Ordinary Shares (after giving effect to the Conversion) and Company Founder Shares held by such Key Shareholders immediately prior to the Acquisition Merger Effective Time, on the terms and subject to the conditions set forth in the Shareholder Support Agreements.

A copy of the form of Shareholder Support Agreements is attached as Exhibit 10.2 hereto and is incorporated herein by reference. The foregoing description of the Shareholder Support Agreements is not complete and is subject to, and qualified in its entirety by, reference to the actual agreements.

Amended and Restated Registration Rights Agreement

The Business Combination Agreement contemplates that, at the Acquisition Closing, the Sponsor, certain former directors of the SPAC, and certain Company shareholders will enter into an Amended and Restated Registration and Shareholder Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Surviving Company will agree to register for resale, pursuant to applicable securities laws and regulations, certain Surviving Company Ordinary Shares and other equity securities of the Surviving Company that are held by such parties thereto from time to time.

The foregoing description of the Amended and Restated Registration Rights Agreement is not complete and is subject to, and qualified in its entirety by, reference to the actual agreement.

Forward Looking Statements

The information included herein and in any oral statements made in connection herewith include “forward-looking statements.”. All statements other than statements of historical facts contained herein are forward-looking statements. Forward-looking statements may generally be identified by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics, projections of market opportunity and market share. These statements are based on various assumptions, whether or not identified herein, and on the current expectations of the Company and SPAC’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 may differ from assumptions, and such differences may be material. Many actual events and circumstances are beyond the control of the Company and SPAC. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political and legal conditions; risks relating to the uncertainty of the projected financial information with respect to the Company; the inability of the parties to successfully or timely consummate the Transactions, including the risk that any required 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 Transactions or that the approval of the shareholders of SPAC or the shareholders of the Company is not obtained; the failure to realize the anticipated benefits of the Transactions; risks related to the rollout of the Company’s business and the timing of expected business milestones; the effects of competition on the Company’s future business; the amount of redemption requests made by SPAC’s public shareholders; the ability of SPAC or the combined company to issue equity or equity-linked securities or obtain debt financing in connection with the Transactions or in the future and those factors discussed in SPAC’s final prospectus dated September 9, 2020, and any subsequently filed periodic or current reports, in each case, under the heading “Risk Factors,” and other documents of SPAC filed, or to be filed, with the SEC or to be filed by Holdings with the SEC. If any of these risks materialize or SPAC’s or the Company’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither SPAC nor the Company presently know or that SPAC 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 SPAC’s and the Company’s expectations, plans or forecasts of future events and views as of the date hereof. SPAC and the Company anticipate that subsequent events and developments will cause SPAC’s and the Company’s assessments to change. However, while SPAC, the Company and Holdings may elect to update these forward-looking statements at some point in the future, SPAC, the Company and Holdings specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing SPAC’s, the Company’s and Holdings’ assessments as of any date subsequent to the date hereof. Accordingly, undue reliance should not be placed upon the forward-looking statements. Additional information concerning these and other factors that may impact SPAC’s, the Company’s or Holdings’ expectations and projections can be found in SPAC’s periodic filings with the SEC, and Holdings’ filings with the SEC. SPAC’s and Holdings’ SEC filings are available publicly on the SEC’s website at www.sec.gov.