VERTEX TECHNOLOGY ACQUISITION CORPORATION LTD(Incorporated as an exempted company in the Cayman Islands)(Company Registration No. 378671)

LETTER TO SHAREHOLDERS
This letter does not constitute and is not an offer to sell or the solicitation of an offer to buy
securities of Vertex Technology Acquisition Corporation Ltd and/or 17LIVE Inc. in the United States
or elsewhere in any jurisdiction. The securities have not been and will not be registered under theUnited States Securities Act of 1933, as amended (the “Securities Act”), and may not be offeredor sold in the United States absent an exemption from registration under the Securities Act. No
public offering of securities is being made in the United States. Persons to whom a copy of thisletter has been issued shall not circulate to any other person, reproduce or otherwise distribute thisletter or any information herein for any purpose whatsoever nor permit or cause the same to occur.
Not for release, publication or distribution, in whole or in part, into or from any jurisdiction where
to do so would constitute a violation of the relevant laws of that jurisdiction.
Date: 9 November 2023
To: The Shareholders of Vertex Technology Acquisition Corporation Ltd
Dear Sir/Madam
Vertex Technology Acquisition Corporation Ltd (the “Company”) has issued a circular to its
shareholders (“Shareholders”) dated 9 November 2023 (the “Circular”) in relation to, among
others, the Proposed Business Combination with 17LIVE Inc.. The Company refers to the Circularand the announcements dated 2 October 2023 in relation to the Proposed Business Combination.
The Company proposes to pass the resolutions set out in the Notice of EGM at the EGM tobe held at Raffles City Convention Centre, Level 4, Bras Basah Room, 80 Bras Basah Road,
Singapore 189560 on 1 December 2023 at 2 p.m. (Singapore time).
Unless otherwise defined, all terms and references used herein shall bear the same meanings
ascribed to them in the Circular.
1.

PROPOSED BUSINESS COMBINATION BETWEEN THE COMPANY AND 17LIVE INC.
BY WAY OF AN ACQUISITION BY THE COMPANY OF THE ENTIRE ISSUED AND
PAID-UP SHARE CAPITAL OF 17LIVE INC. FROM THE VENDOR FOR THE PURCHASECONSIDERATION;

2.

PROPOSED ALLOTMENT AND ISSUANCE OF 160,162,651 CONSIDERATION SHARESAT THE ISSUE PRICE OF S$5.00 IN PARTIAL SATISFACTION OF THE PURCHASECONSIDERATION FOR THE PROPOSED BUSINESS COMBINATION;

3.

PROPOSED ALLOTMENT AND ISSUANCE OF UP TO 24,408,000 EARNOUT SHARESAT THE ISSUE PRICE OF S$5.00 TO THE EARNOUT SHAREHOLDERS IN PARTIAL
SATISFACTION OF THE PURCHASE CONSIDERATION FOR THE PROPOSED BUSINESSCOMBINATION, SUBJECT TO THE SATISFACTION OF THE FINANCIAL TARGETS FOREARNOUT;4.

PROPOSED ALLOTMENT AND ISSUANCE OF UP TO 2,000,000 BASE PIPE SHARESAT THE ISSUE PRICE OF S$5.00 TO THE PIPE INVESTORS;5.

PROPOSED ALLOTMENT AND ISSUANCE OF UP TO 3,760,600 SPECIAL BONUS
SHARES AT THE ISSUE PRICE OF S$5.00 TO THE NON-REDEEMING SHAREHOLDERS
AND THE PIPE INVESTORS;6.

PROPOSED ADOPTION OF THE EXECUTIVE INCENTIVE SCHEME;7.

PROPOSED ALLOTMENT AND ISSUANCE OF UP TO 2,550,000 EIS SHARES AT THE
ISSUE PRICE OF S$5.00 TO THE KEY EXECUTIVES, SUBJECT TO THE SATISFACTION
OF THE FINANCIAL TARGETS FOR EIS;

8.

PROPOSED ADOPTION OF THE COMPANY EMPLOYEE SHARE OPTION PLAN;

9.

PROPOSED ALLOTMENT AND ISSUANCE OF UP TO 2,114,891 ESOP SHARESPURSUANT TO THE COMPANY EMPLOYEE SHARE OPTION PLAN;

10.

PROPOSED CHANGE OF THE COMPANY’S NAME TO “17LIVE GROUP LIMITED”;

11.

PROPOSED ADOPTION OF THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION;

12.

PROPOSED CHANGE OF THE COMPANY’S INDEPENDENT AUDITOR;13.

PROPOSED APPOINTMENT OF MR. PHUA JIEXIAN JOSEPH AS A NEW DIRECTOR
UPON COMPLETION;

14.

PROPOSED APPOINTMENT OF MR. LIEN CHIEN-LIN AS A NEW DIRECTOR UPONCOMPLETION;

15.

PROPOSED APPOINTMENT OF MR. AKIO TANAKA AS A NEW DIRECTOR UPONCOMPLETION;

16.

PROPOSED APPOINTMENT OF MR. HIDETO MIZUNO AS A NEW DIRECTOR UPONCOMPLETION; AND

17.

PROPOSED APPOINTMENT OF MS. CHEN XIULING AS A NEW DIRECTOR UPONCOMPLETION.

DESPATCH AND DISSEMINATION OF CIRCULAR AND DOCUMENTS
Pursuant to Rule 1206 of the Mainboard Rules, physical copies of the Circular will not be despatchedto Shareholders, and the Circular has instead been made available online as a Portable Document
Format (“PDF”) file, which can be downloaded for viewing or printing. The electronic version of
the Circular has been made available on the Singapore Exchange Securities Trading Limited’s(the “SGX-ST”) website at the URL https://www.sgx.com/securities/company-announcements andthe Company’s corporate website at the URL https://www.vertexspac.com/announcements.
You will need an internet browser and PDF reader to access, view, download and print the Circular.
Please refer to the Annex of this letter for a step-by-step guide on how to access, view, download
and print the Circular from the SGX-ST’s website and the Company’s corporate website.
A physical copy of the gatefold cover to the Circular, the Proxy Form, the Share Redemption Form,the Request Form and the Notice of EGM and the relevant envelopes are hereby enclosed withthis letter. Shareholders who wish to obtain a printed copy of the Circular may request for thesame by completing the Request Form and submitting it:(a)by post to the Share Registrar’s office at Boardroom Corporate & Advisory Services Pte.
Ltd., 1 Harbourfront Avenue, Keppel Bay Tower #14-07, Singapore 098632; or(b)by email to the Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd. at
srs.teamd@boardroomlimited.com,

in each case by no later than 2.00 p.m. on 29 November 2023.
The printed copy will be mailed to Shareholders within 14 working days upon receipt of theirrequest.
More information on the Proposed Transactions (including the Proposed Business Combination)and the procedures for, and the terms and conditions applicable to, the Redemption of Shares by
Shareholders, may be found in the Circular and in the Share Redemption Form.
Before voting on the resolutions set out in the Notice of EGM and/or electing to redeem their
Shares, Shareholders should consider the information provided in the Circular carefully. Anyother information and materials on the Company’s corporate website, any website directly
or indirectly accessible by hyperlinks on the Company’s corporate website and any otherwebsite are not incorporated in, and do not form part of, the Circular. Shareholders are
responsible for their own decisions in relation to the voting on the resolutions set out in the
Notice of EGM and the exercise of their Redemption Right and should consult their legal,financial, tax or other professional adviser if in any doubt as to the action they should take.

Yours faithfully
for and on behalf of Vertex Technology Acquisition Corporation Ltd

Jiang Honghui
Executive Director and Chief Executive Officer

ANNEX
Step-by-step guide on how you may access, view, download and print the Circular1.

2.

Access, view, download and print the Circular from the SGX-ST’s website(i)

Accessthe
SGX-ST’s
websitehttps://www.sgx.com/securities/company-announcements(ii)

Using the sidebar on the left:

at

the

URL:

(a)

under the field “Filter by Company/Security Name”, enter and select “VERTEXTECHNOLOGY ACQUISITION CORPORATION LTD”; and(b)under the field “Announcement Period”, select “9 November 2023” for bothfields “From” and field “To”.

(iii)

Scroll through the page and click on the link dated 9 November 2023 entitled“Extraordinary/ Special General Meeting::Voluntary”.

(iv)

Scroll through the page and click on the attachment entitled “Circular dated
9 November 2023” under the section entitled “Attachments”.

(v)

The link will allow you to access, view, download and print the Circular in your internet
browser and/or PDF reader.

Access, view, download and print the Circular from the Company’s corporate website(i)

AccesstheCompany’s
corporate
https://www.vertexspac.com/announcements

website

at

the

URL:

(ii)

Scroll through the page and click on the article “Proposed Business Combination– Circular”.

(iii)

Read, acknowledge and confirm the disclaimer and declaration on the first confirmation
pop-up window as follows:“Access to these materials is restricted in certain jurisdictions. Are you located in the
United States?”(iv)

Click on the box “No”.

(v)

Read, acknowledge and confirm the disclaimer and declaration on the second
confirmation pop-up window as follows:“ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESSARE BEING MADE AVAILABLE ON THIS WEBSITE IN GOOD FAITH AND ARE FORINFORMATION PURPOSES ONLY.
THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS IN
THE UNITED STATES OR U.S. PERSONS (WITHIN THE MEANING OF REGULATIONS UNDER THE U.S. SECURITIES ACT, AS AMENDED).
The materials do not constitute or form a part of any offer or solicitation to purchaseor subscribe for securities in the United States or in any jurisdiction in which suchoffers or sales are unlawful. Any securities issued in connection with an offering
have not been and will not be registered under the U.S. Securities Act of 1933, asamended, or under any applicable securities laws of any state, province, territory,
county or jurisdiction of the United States. Accordingly, unless an exemption underrelevant securities laws is applicable, any such securities may not be offered, sold,resold, taken up, exercised, renounced, transferred, delivered or distributed, directly
or indirectly, in or into the United States or any other jurisdiction if to do so would
constitute a violation of the relevant laws of, or require registration of such securitiesin, the relevant jurisdiction. There will be no public offer of securities in the UnitedStates.”(vi)

Click on the box “Agree”.

(vii)

You will be directed to the SGX-ST’s website. Scroll through the page and click on
the attachment entitled “Circular dated 9 November 2023” under the section entitled“Attachments”.

(viii) The link will allow you to access, view, download and print the Circular in your internet
browser and/or PDF reader.
3.

Use your mobile phone camera application to scan the QR code below to access,view, download and print the Circular from the Company’s corporate website. Follow
the steps outlined in paragraph 2 above.

IMPORTANT NOTICEThis advertisement or publication has not been reviewed by the SGX-ST or the MAS.
Before voting on the resolutions set out in the Notice of EGM and/or electing to redeem their
Shares, Shareholders should read the Circular in full and comply with the procedure to elect for
Redemption as set out in the Circular (if applicable). All decisions in relation to the voting on the
resolutions set out in the Notice of EGM and the Redemption of Shares should be made solely
based on the information contained in the Circular and no reliance should be placed on any
information other than that contained in the Circular.
Any other information and materials on the Company’s website, any website directly or indirectly
accessible by hyperlinks on the Company’s website and any other website are not incorporated
in, and do not form part of, this letter.
This letter may contain forward-looking statements that involve known and unknown risks anduncertainties. Actual future performance, outcomes and results may differ materially from thoseexpressed in forward-looking statements as a result of a number of risks, uncertainties andassumptions. These forward-looking statements speak only as at the date of this letter. Past
performance is not necessarily indicative of future performance. No assurance can be given that
future events will occur or that assumptions are correct. Representative examples of these factors
include (without limitation) general industry and economic conditions, interest rate trends, costof capital and capital availability, competition from similar developments, changes in operating
expenses (including employee wages, benefits and training costs), and governmental and public
policy changes and the continued availability of financing in the amounts and the terms necessary
to support future business.
Investors are cautioned not to place undue reliance on these forward-looking statements, which
are based on the Company’s current view on future events.

DEPOSITOR

FORM OF SHARE REDEMPTION TO BE COMPLETED BY SHAREHOLDER(S) IN
RESPECT OF SHARES REGISTERED IN NAME OF
THE CENTRAL DEPOSITORY (PTE) LIMITED
Vertex Technology Acquisition Corporation Ltd(the “Company”)(Incorporated in the Cayman Islands)(Company Registration No.: 378671)

SHARE REDEMPTION FORM
Notice of Redemption of Ordinary Shares (“Shares”)
in the capital of the Company
Expiry Date and Time: 28 November 2023 at 2:00 p.m.
being the Expiration Date
THE REDEMPTION REFERRED TO IN THIS SHARE REDEMPTION FORM WILL NOT OCCUR IF THE REQUISITESHAREHOLDERS’ APPROVAL FOR THE PROPOSED BUSINESS COMBINATION HAS NOT BEEN OBTAINED
Shareholders who do not wish to redeem their Shares do not need to submit/complete this Share RedemptionForm.
The notes and instructions on the reverse of this Share Redemption Form should be read carefully before completing
this Share Redemption Form. Please print in block letters, each box to contain one letter only. Leave one box
between the words. Do not break up words.
To: Vertex Technology Acquisition Corporation Ltd
c/o Boardroom Corporate & Advisory Services Pte. Ltd.
1 Harbourfront Avenue
Keppel Bay Tower #14-07
Singapore 098632
This Share Redemption Form shall be posted by normal mail/registered mail and must reach the above addressby the Expiration Date.
I/We, the undersigned, being the Depositor in respect of the Shares in the Company registered in the name of
The Central Depository (Pte) Limited (“CDP”), hereby irrevocably elect to redeem the following number of Sharesin my/our Securities Account (the “Redemption”), subject to the Memorandum and Articles of Association of theCompany.
NAME OF *DIRECT SECURITIES ACCOUNT HOLDER/DEPOSITORY AGENT WITH CDP (“DEPOSITOR”):*MR/MRS/MISS/MADAM/MESSRSADDRESS OF DEPOSITOR:

Postal CodeIDENTITY CARD/PASSPORT NO. (FOR INDIVIDUAL(S)):

REGISTRATION NO. (FOR CORPORATION(S)):

CONTACT TELEPHONE NO:

COUNTRY OF INCORPORATION (FOR CORPORATION(S))

EMAIL ADDRESS:*DIRECT SECURITIES ACCOUNT NUMBER/SUB-ACCOUNT NUMBER:––

TOTAL QUANTITY OF SHARES HELD:QUANTITY INTENDED TO BE REDEEMED (HELD THROUGH SECURITIES ACCOUNT NUMBER ABOVE):* Please delete as appropriate.

DEPOSITOR
DECLARATION BY REDEEMING SHAREHOLDER
I/We hereby irrevocably:(a)declare and confirm that I/we have no less than the number of Shares specified in the “Total Quantity of Shares
Held” section above;(b)

confirm that for the purposes of the Redemption, the earmarking of Shares will be processed on a one-time basis
on 29 November 2023. If I/we have elected to redeem, it is my/our responsibility to maintain the elected balance
available in my/our Securities Account on 28 November 2023, failing which the CDP will process the Redemption
based on the maximum available balance standing in my/our Securities Account on 29 November 2023;(c)

confirm that I/we understand that following the Redemption, upon Completion of the Proposed Business
Combination, I/we irrevocably lose our right to receive (a) 0.2 of one Warrant per Share (as defined in
the shareholders’ circular (“Circular”)) and (b) 0.1 Shares allotted as fully paid up for each Share thathas not been tendered for Redemption (rounded downwards to the nearest integer);(d)confirm that I/we wish to redeem the Shares in accordance with the Memorandum and Articles of Association of
the Company and the Terms and Conditions for CDP to act as depository for the Shares (the “CDP Terms andConditions”);(e)(if the Depositor is a Depository Agent) confirm that I/we have been duly authorised by the holder of the Securities
Sub-Account referred to above to execute and complete this Share Redemption Form in accordance with theterms and conditions hereof;(f)declare that the information and instructions set out above and elsewhere in this Share Redemption Form are true
and accurate and I/we irrevocably authorise the Company, Boardroom Corporate & Advisory Service Pte. Ltd.
(the “Redemption Agent”) and CDP to act on the said information and instructions without any liability whatsoever;
and

(g)

undertake and confirm that this Share Redemption Form, once submitted, is irrevocable and will not be subject
to any further amendments/revisions;(h)confirm and understand that should the Redemption Agent for any reason not receive this Share Redemption Formby the Expiration Date, the Redemption Agent, the Company and/or CDP shall not be obliged to take any further
action or be subject to any liability whatsoever; and(i)agree that all documents to be despatched by the Company, the Redemption Agent and/or CDP (as the case maybe) in connection with or arising out of the Redemption specified herein shall be by ordinary post and at my/ourrisk and that the Redemption shall be subject to the provisions of the Memorandum and Articles of Association of
the Company.

Name of Shareholder/Depositor:
Signature of Shareholder/Depositor (for individual(s)):

Company seal, name and signature of official(s) signing (for corporation(s)):
Date:

NOTES AND INSTRUCTIONS
1.

Please complete this Share Redemption Form in English and in block letters.

2.

In the case of a joint shareholding, all joint shareholders must sign this Share Redemption Form.

3.

The exercise of this Share Redemption Form shall be made in accordance with the terms and conditions as statedin the Circular (“Conditions”). Please refer to the Conditions carefully before you complete this Share Redemption
Form.

4.

A corporation completing this Share Redemption Form is required to affix its common seal in accordance with its
constitution or memorandum and articles of association, a copy of which must be lodged with the Redemption
Agent.

5.

In electing for Redemption, the exercising shareholder should ensure that he/it has complied with all relevant
statutory provisions and the requirements of any regulatory or other relevant authority or body for the time being
applicable.

VERTEX TECHNOLOGY ACQUISITION CORPORATION LTD
Company Registration No. 378671(Incorporated as an exempted company in the Cayman Islands)

9 November 2023
Dear Shareholders,
We are pleased to enclose printed copies of the gatefold cover to the shareholders' circular dated 9 November 2023
(the “Circular”), the Notice of Extraordinary General Meeting (“EGM”), the Proxy Form, the Share Redemption Formand the Letter to Shareholders for our upcoming EGM to be held on 1 December 2023.
In line with our sustainability efforts, we will not be mailing printed copies of the Circular to shareholders. Instead, theCircular will be made available online for viewing, downloading and printing on the Singapore Exchange Securities
Trading Limited (the “SGX-ST”)'s website at the URL https://www.sgx.com/securities/company-announcements andthe Company’s corporate website at the URL https://www.vertexspac.com/announcements from the date of this letter.
You will need an internet browser and PDF reader to access, view, download and print the Circular. Please refer tothe Letter to Shareholders for further details.
We sincerely hope that you will join our sustainability efforts and embrace e-communications. But if you still wish toreceive a printed copy of the Circular, please complete the Request Form below and submit it (a) by post to our Share
Registrar's office at Boardroom Corporate & Advisory Services Pte. Ltd., 1 Harbourfront Avenue, Keppel Bay Tower#14-07, Singapore 098632; or (b) by email to our Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd.
at srs.teamd@boardroomlimited.com, in each case by no later than 2.00 p.m. on 29 November 2023 (Singaporetime). The printed copy of the Circular will be mailed to you within 14 working days upon receiving your request.
By completing, signing and returning the Request Form to us, you agree and acknowledge that we and/or our service
provider may collect, use and disclose your personal data, as contained in your submitted forms or which is otherwise
collected from you or your authorised representative(s), for the purpose of processing and effecting your request.
We look forward to seeing you at our EGM to be held at Raffles City Convention Centre, Level 4, Bras Basah Room,
80 Bras Basah Road, Singapore 189560 on 1 December 2023 at 2 p.m. (Singapore time).
Yours faithfully
For and behalf of
VERTEX TECHNOLOGY ACQUISITION CORPORATION LTDJIANG HONGHUIEXECUTIVE DIRECTOR AND CHIEF EXECUTIVE OFFICERREQUEST FORMTo:

VERTEX TECHNOLOGY ACQUISITION CORPORATION LTD

NB: Please tick accordingly. Incomplete or incorrectly completed forms will not be processed.
I/We wish to receive a printed copy of the Circular.

Name(s) of Shareholder(s):NRIC/Passport Number(s):Company Registration Number:
Mailing Address:
CDP Securities Account Number:

Signature(s):Date:AffixPostage
Stamp

VERTEX TECHNOLOGY ACQUISITIONCORPORATION LTD
c/o Boardroom Corporate & Advisory Services Pte. Ltd.
1 Harbourfront Avenue
Keppel Bay Tower #14-07
Singapore 098632