Exhibit 10.1


 


Execution Version


 


 


SHARE EXCHANGE AGREEMENT


 


by and among


 


YUNHONG INTERNATIONAL,

as the Purchaser,


 


LF INTERNATIONAL PTE. LTD.,

as the Purchaser Representative,


 


GIGA ENERGY INC.,

as the Company,


 


THE SHAREHOLDERS OF THE COMPANY NAMED HEREIN,

as the Sellers,


 


and


 


YANG
LAN,


 


as the Seller
Representative


 


Dated as
of May 14, 2021


 


  






     


     


    

  


	ARTICLE I THE SHARE EXCHANGE	2
	1.1   	Purchase and Sale of Shares	2
	1.2   	Closing Consideration	2
	1.3   	Escrow	2
	1.4   	Closing Calculations	3
	1.5   	Final Post-Closing Adjustments and Calculations	4
	1.6   	Company Shareholder Consent	6
	 	 	 
	ARTICLE II CLOSING	6
	2.1   	Closing	6
	2.2   	Termination of Certain Agreements	6
	2.3   	Taking of Necessary Action; Further Action	6
	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE PURCHASER	7
	3.1   	Organization and Standing	7
	3.2   	Authorization; Binding Agreement	7
	3.3   	Governmental Approvals	8
	3.4   	Non-Contravention	8
	3.5   	Capitalization	8
	3.6   	SEC Filings and Purchaser Financials	9
	3.7   	Absence of Certain Changes	10
	3.8   	Compliance with Laws	10
	3.9   	Actions; Orders; Permits	10
	3.10   	Litigation	10
	3.11   	Listing	11
	3.12   	Reporting Company	11
	3.13   	Taxes and Returns	11
	3.14   	Employees and Employee Benefit Plans	11
	3.15   	Properties	12
	3.16   	Material Contracts	12
	3.17   	Transactions with Affiliates	12
	3.18   	Information Supplied	12
	3.19   	Investment Company Act	13
	3.20   	Finders and Brokers	13
	3.21   	Ownership of Exchange Shares	13
	3.22   	Certain Business Practices	13
	3.23   	Insurance	13
	3.24   	Independent Investigation	14
	 	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY	14
	4.1   	Organization and Standing	14
	4.2   	Authorization; Binding Agreement	14
	4.3   	Capitalization	15
	4.4   	Subsidiaries	16
	4.5   	Governmental Approvals	17
	4.6   	Non-Contravention	17



 






     


     


    

 


	4.7   	Financial Statements	18
	4.8   	Absence of Certain Changes	19
	4.9   	Compliance with Laws	19
	4.10   	Company Permits	19
	4.11   	Litigation	20
	4.12   	Material Contracts	20
	4.13   	Intellectual Property	22
	4.14   	Taxes and Returns	24
	4.15   	Real Property	26
	4.16   	Personal Property	26
	4.17   	Employee Matters	26
	4.18   	Benefit Plans	28
	4.19   	Environmental Matters	29
	4.20   	Transactions with Related Persons	30
	4.21   	Insurance	30
	4.22   	Top Customers and Vendors	31
	4.23   	Books and Records	31
	4.24   	Accounts Receivable	31
	4.25   	Certain Business Practices	32
	4.26   	PRC Compliance	32
	4.27   	Investment Company Act	33
	4.28   	Finders and Brokers	33
	4.29   	Independent Investigation	33
	4.30   	Information Supplied	33
	4.31   	Disclosure	34
	 	 	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE SELLERS	34
	5.1   	Organization and Standing	34
	5.2   	Authorization; Binding Agreement	34
	5.3   	Ownership	34
	5.4   	Non-Contravention	35
	5.5   	No Litigation	35
	5.6   	Investment Representations	36
	5.7  	 Finders and Brokers	37
	5.8   	Independent Investigation	37
	5.9   	Information Supplied	37
	 	 	 
	ARTICLE VI COVENANTS	38
	6.1   	Access and Information	38
	6.2   	Conduct of Business of the Company and the Sellers	39
	6.3   	Conduct of Business of the Purchaser	42
	6.4   	Annual and Interim Financial Statements	44
	6.5   	Purchaser Public Filings	44
	6.6   	No Solicitation	44
	6.7   	No Trading	45
	6.8   	Notification of Certain Matters	46
	6.9   	Efforts	46



 






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	6.10   	Further Assurances	48
	6.11   	Proxy Statement/Tender Offer	48
	6.12   	Public Announcements	50
	6.13   	Confidential Information	50
	6.14   	Litigation Support	52
	6.15   	Documents and Information	52
	6.16   	Post-Closing Board of Directors and Executive Officers	52
	6.17   	Use of Trust Account Proceeds	53
	6.18   	Reserved	53
	6.19   	Tax Matters	53
	 	 	 
	ARTICLE VII SURVIVAL AND INDEMNIFICATION	55
	7.1   	Survival	55
	7.2   	Indemnification by the Sellers	56
	7.3   	Limitations and General Indemnification Provisions	56
	7.4   	Indemnification Procedures	57
	7.5   	Timing of Payment; Right to Set-Off; Recovery of Shares	59
	7.6   	Exclusive Remedy	60
	 	 	 
	ARTICLE VIII CLOSING CONDITIONS	60
	8.1   	Conditions to Each Party’s Obligations	60
	8.2   	Conditions to Obligations of the Company and the Sellers	61
	8.3   	Conditions to Obligations of the Purchaser	63
	8.4   	Frustration of Conditions	64
	 	 	 
	ARTICLE IX TERMINATION AND EXPENSES	65
	9.1   	Termination	65
	9.2   	Effect of Termination	66
	9.3   	Fees and Expenses	66
	9.4   	Termination Fee	67
	 	 	 
	ARTICLE X WAIVERS AND RELEASES	68
	10.1   	Waiver of Claims Against Trust	68
	10.2   	Release and Covenant Not to Sue	68
	 	 	 
	ARTICLE XI MISCELLANEOUS	69
	11.1   	Notices	69
	11.2   	Binding Effect; Assignment	70
	11.3   	Third Parties	70
	11.4   	Arbitration	71
	11.5   	Governing Law; Jurisdiction	71
	11.6   	Waiver of Jury Trial	72
	11.7   	Specific Performance	72
	11.8   	Severability	72
	11.9   	Amendment	73
	11.10   	Waiver	73
	11.11   	Entire Agreement	73



 






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	11.12   	Interpretation	73
	11.13   	Counterparts	74
	11.14   	Purchaser Representative	74
	11.15   	Seller Representative	76
	11.16  	Legal Representation	78
	 	 	 
	ARTICLE XII DEFINITIONS	79
	12.1   	Certain Definitions	79
	12.2   	Section References	90


  


INDEX OF ANNEXES, SCHEDULE AND EXHIBITS


 


	Annex	Description




 


	Annex I	List of Sellers




 


	Exhibit 	Description




 


	Exhibit A	Form of Non-Competition Agreement
	Exhibit B	Form of Lock-Up Agreement
	Exhibit C	Form of Registration Rights Agreement




 






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SHARE EXCHANGE AGREEMENT


 


This Share Exchange Agreement
(this “Agreement”) is made and entered into as of May 14, 2021 by and among: (i) Yunhong International,
a Cayman Islands exempted company (the “Purchaser”); (ii) LF International Pte. Ltd., a Republic of Singapore
company, in the capacity as the representative from and after the Closing (as defined below) for the shareholders of the Purchaser other
than the Sellers and their successors and assigns in accordance with the terms and conditions of this Agreement (the “Purchaser
Representative”); (iii) Giga Energy Inc., a corporation formed under the laws of the Province of British Columbia,
Canada (the “Company”); (iv) each of the shareholders of the Company named on Annex I hereto (collectively,
the “Sellers”); and (v) Yang Lan, in the capacity as the representative for the Sellers in accordance
with the terms and conditions of this Agreement (the “Seller Representative”). The Purchaser, Purchaser Representative,
the Company, the Sellers and the Seller Representative are sometimes referred to herein individually as a “Party”
and, collectively, as the “Parties”.


 


RECITALS:


 


WHEREAS, certain capitalized
terms used herein are defined in Article XII hereof;


 


WHEREAS, the Sellers
collectively own 100% of the issued and outstanding shares of the Company;


 


WHEREAS, the Company,
directly and indirectly through its Subsidiaries, is engaged in the business of producing hydrogen fuel cell and battery electric vehicles,
mainly in the People’s Republic of China (“PRC”) (the “Business”);


 


WHEREAS, the Sellers
desire to sell to the Purchaser, and the Purchaser desires to purchase from the Sellers, all of the issued and outstanding shares and
any other equity interests in or of the Company in exchange for newly issued ordinary shares of the Purchaser, subject to the terms and
conditions set forth herein;


 


WHEREAS, effective
at the Closing, the Parties who are signatories to the applicable agreement shall enter into the following agreements: (i) a Non-Competition
and Non-Solicitation Agreement by WU BRUNO ZHENG in favor of and for the benefit of the Purchaser and the Company (the “Non-Competition
Agreement”), the form of which is attached as Exhibit A hereto; (ii) Lock-Up Agreements to be entered into by each
Seller that directly or indirectly owns in excess of 10% of the Company’s equity prior to the Closing, the Purchaser and the Purchaser
Representative (each a “Lock-Up Agreement”), the form of which is attached as Exhibit B hereto; and (iii)
the Registration Rights Agreement to be entered into by the Sellers, the Purchaser and the Purchaser Representative (the “Registration
Rights Agreement”), the form of which is attached as Exhibit C hereto.


 


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 


THE
SHARE EXCHANGE


 


1.1             
Purchase and Sale of Shares. At the Closing and subject to and upon the terms and conditions of this Agreement, the
Sellers shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the
Sellers, all of the issued and outstanding shares of the Company (collectively, the “Purchased Shares”), free
and clear of all Liens (other than potential restrictions on resale under applicable securities Laws).


 


1.2             
Closing Consideration. At the Closing, subject to and upon the terms and conditions of this Agreement, the Purchaser
shall issue and deliver to the Sellers an aggregate number of Purchaser Class A Ordinary Shares equal to (A) the quotient obtained by
dividing (a) the sum of (the “Company Valuation”) (i) Seven Billion Three Hundred Fifty Four Million Six Hundred
Fifteen Thousand Three Hundred Eighty Five U.S. Dollars (US$7,354,615,385), plus (or minus the absolute value if such amount is negative)
(ii) the amount by which the Estimated Net Working Capital exceeds the Target Net Working Capital Amount; minus (or plus the absolute
value if such amount is negative) (iii) the Estimated Closing Net Indebtedness, minus (iv) the amount of any unpaid Transaction Expenses;
by (b) $10.00 (such quotient, the “Closing Exchange Shares”); less (B) the Escrow Shares deposited in the Escrow
Account in accordance with Section 1.3. Each Seller shall receive his, her or its pro rata share of the Closing Exchange Shares
(and any adjustments to the number of Closing Exchange Shares under Section 1.5, including in connection with any Escrow Shares
released from the Escrow Account) based on the percentage of Purchased Shares owned by such Seller as compared to the total number of
Purchased Shares owned by all Sellers (such percentage being each such Seller’s “Pro Rata Share”). Notwithstanding
anything to the contrary contained herein, no fraction of a Purchaser Class A Ordinary Share will be issued by the Purchaser by virtue
of this Agreement or the transactions contemplated hereby, and each Person who would otherwise be entitled to a fraction of a Purchaser
Class A Ordinary Share (after aggregating all fractional Purchaser Class A Ordinary Shares that would otherwise be received by such Person)
shall instead have the number of Purchaser Class A Ordinary Shares issued to such Person rounded down in the aggregate to the nearest
whole Purchaser Class A Ordinary Share.


 


1.3             
Escrow.


 


(a)              
At or prior to the Closing, the Purchaser, the Purchaser Representative, the Seller Representative and the Escrow Agent
shall enter into an Escrow Agreement, effective as of the Closing, in a form to be mutually agreed between Purchaser and the Company
(the “Escrow Agreement”), pursuant to which the Purchaser shall cause to be delivered to the Escrow Agent at
the Closing fifteen percent (15%) of the Closing Exchange Shares otherwise deliverable to the Sellers at the Closing (including any equity
securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow
Shares”), such that the Escrow Shares, together with any dividends, distributions and other earnings thereon and other
Escrow Property, shall be held by the Escrow Agent in a segregated escrow account (“Escrow Account”) and disbursed
therefrom in accordance with the terms and conditions of this Agreement and the Escrow Agreement. The Escrow Shares and other Escrow
Property shall serve as a source of security for the Sellers’ obligations after the Closing for the adjustments under Section
1.5 and for their indemnification obligations under Article VII. The portion of the Closing Exchange Shares that shall be withheld
at the Closing for deposit in the Escrow Account shall be allocated among the Sellers pro rata based on each Seller’s Pro Rata
Share. Each Seller shall have the right to vote its portion of such Escrow Shares (based on its Pro Rata Share, subject to adjustment
for any Escrow Shares that are surrendered or earned in a manner other than pro rata among all Sellers based on their Pro Rata Share,
as indicated in writing by the Seller Representative to the Purchaser, the Purchaser Representative and the Escrow Agent) during the
time held in the Escrow Account as Escrow Shares.


 






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(b)              
The Escrow Property shall no longer be subject to any indemnification claim after the date which is twelve (12) months after
the Closing Date (the “Expiration Date”); provided, however, with respect to any indemnification
claims made in accordance with Article VII hereof on or prior to the Expiration Date (including those that are revised or adjusted
in accordance with Article VII after the Expiration Date) that remain unresolved as of the end of the Expiration Date (“Pending
Claims”), all or a portion of the Escrow Property reasonably necessary to satisfy such Pending Claims (as determined based
on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VII
and the Purchaser Share Price as of the Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall
have been finally resolved pursuant to the provisions of Article VII. Within five (5) Business Days of the Expiration Date, any
Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid
claims in favor of an Indemnitee, shall be disbursed by the Escrow Agent to the Sellers, with each Seller receiving its Pro Rata Share
(subject to adjustment for any Escrow Property that is surrendered or earned in a manner other than pro rata among all Sellers based on
their Pro Rata Share, as indicated in writing by the Seller Representative to the Purchaser, the Purchaser Representative and the Escrow
Agent) of such Escrow Property. Promptly after the final resolution of all Pending Claims pursuant to the provisions of Article VII,
and the satisfaction of all indemnification obligations in connection therewith, the Escrow Agent shall disburse any Escrow Property remaining
in the Escrow Account to the Sellers, with each Seller receiving its Pro Rata Share (subject to adjustment for any Escrow Property that
is surrendered or earned in a manner other than pro rata among all Sellers based on their Pro Rata Share, as indicated in writing by the
Seller Representative to the Purchaser, the Purchaser Representative and the Escrow Agent) of such Escrow Property.


 


1.4             
Closing Calculations. Not later than five (5) Business Days prior to the Closing Date, the Company shall deliver
to the Purchaser a statement certified by the Company’s chief executive officer (the “Estimated 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 Indebtedness
(the “Estimated Closing Net Debt”), Net Working Capital (the “Estimated Net Working Capital”)
and Transaction Expenses, in each case, as of the Reference Time and along with reasonably detailed calculations, and (c) the resulting
estimated number of Closing Exchange Shares to be issued by the Purchaser at the Closing using the formula in Section 1.2. Promptly
after delivering the Estimated Closing Statement to the Purchaser, the Company will meet with the Purchaser to review and discuss the
Estimated Closing Statement and the Company will consider in good faith the Purchaser’s comments to the Estimated Closing Statement
and make any appropriate adjustments to the Estimated Closing Statement prior to the Closing, as mutually approved by the Company and
the Purchaser both acting reasonably and in good faith, which adjusted Estimated Closing Statement shall thereafter become the Estimated
Closing Statement for all purposes of this Agreement. The Estimated Closing Statement and the determinations contained therein shall
be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement.


 






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1.5             
Final Post-Closing Adjustments and Calculations.


 


(a)              
Within ninety (90) days after the Closing Date, the Purchaser’s Chief Financial Officer (the “CFO”)
shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”)
setting forth (i) a consolidated balance sheet of the Target Companies as of the Reference Time and (ii) a good faith calculation of the
Closing Net Indebtedness, Net Working Capital and Transaction Expenses, in each case, as of the Reference Time, and the resulting number
of Closing Exchange Shares which should have been received by the Sellers at using the formula in Section 1.2 based on such calculation
(the “Adjusted Exchange Shares”, which for the avoidance of doubt, will each be valued for such purposes at
$10.00) The Closing Statement shall be prepared, and the Closing Net Indebtedness, Net Working Capital and Transaction Expenses and the
resulting number of Adjusted Exchange Shares shall be determined in accordance with the Accounting Principles and otherwise in accordance
with this Agreement. After delivery of the Closing Statement, each of the Seller Representative and the Purchaser Representative, and
their respective Representatives on their behalves, shall be permitted reasonable access at reasonable times to review the Target Companies’
books, records and any working papers to the extent such books, records and working papers are directly related to the preparation of
the Closing Statement. The Seller Representative and the Purchaser Representative, and their respective Representatives on their behalves,
may make inquiries of the CFO and related Purchaser and Company personnel and advisors regarding questions concerning or disagreements
with the Closing Statement arising in the course of their review thereof, and the Purchaser and the Company shall provide reasonable cooperation
in connection therewith. If either the Seller Representative or the Purchaser Representative (each, a “Representative Party”)
has any objections to the Closing Statement, such Representative Party shall deliver to the Company (to the attention of the CFO) and
the other Representative Party a statement setting forth its objections thereto (in reasonable detail) (an “Objection Statement”).
If an Objection Statement is not delivered by a Representative Party within thirty (30) days following the date of delivery of the Closing
Statement, then such Representative Party will have waived its right to contest the Closing Statement, and all determinations and calculations
set forth therein, and the resulting number of Adjusted Exchange Shares set forth therein. If an Objection Statement is delivered within
such thirty (30) day period, then the Seller Representative and the Purchaser Representative shall negotiate in good faith to resolve
any such objections for a period of twenty (20) days thereafter. If the Seller Representative and the Purchaser Representative do not
reach a final resolution within such twenty (20) day period, then upon the written request of either Representative Party (the date of
receipt of such notice by the other Representative Party, the “Independent Expert Notice Date”), the Representative
Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with Section 1.5(b).
The Parties acknowledge that any information provided pursuant to this Section 1.5 will be subject to the confidentiality obligations
of Section 6.13.


 






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(b)              
If a dispute with respect to the Closing Statement is submitted in accordance with this Section 1.5 to the Independent
Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.5(b). Each of the Seller Representative
and the Purchaser Representative agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect
to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert will be borne by the Purchaser.
Except as provided in the preceding sentence, all other costs and expenses incurred by the Seller Representative in connection with resolving
any dispute hereunder before the Independent Expert will be borne by the Sellers, and all other costs and expenses incurred by the Purchaser
Representative in connection with resolving any dispute hereunder before the Independent Expert will be borne by the Purchaser. The Independent
Expert will determine only those issues still in dispute as of the Independent Expert Notice Date and the Independent Expert’s
determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent
Expert will be based solely on presentations with respect to such disputed items by the Purchaser Representative and the Seller Representative
to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will
be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative
Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent
Expert. Each of the Seller Representative and the Purchaser Representative will use their reasonable efforts to make their respective
presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each such Representative
Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions
and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement,
including this Section 1.5. It is the intent of the parties hereto that the Independent Expert Procedure and the activities of
the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or
similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery).
The Seller Representative and the Purchaser Representative will request that the Independent Expert’s determination be made within
forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the
Purchaser Representative and the Seller Representative and will be final, conclusive, non-appealable and binding for all purposes hereunder
(other than for fraud or manifest error).


 


(c)              
For purposes hereof, the term “Adjustment Amount” shall mean (i) the number of Purchaser Class
A Ordinary Shares due to Sellers as finally determined in accordance with this Section 1.5, less (ii) the number of Closing Exchange
Shares that were issued at the Closing. If the Adjustment Amount is a positive number, then the Purchaser shall, within ten (10) Business
Days after such final determination, issue to the Sellers an additional number of Purchaser Class A Ordinary Shares equal to the Adjustment
Amount, with each Seller receiving its Pro Rata Share of such additional Purchaser Class A Ordinary Shares. If the Adjustment Amount
is a negative amount, then the Sellers shall surrender for no consideration and deliver to the Purchaser a number of Purchaser Class
A Ordinary Shares equal to the absolute value of the Adjustment Amount, with each Seller responsible for its Pro Rata Share of such Purchaser
Class A Ordinary Shares. In furtherance of the foregoing, the Seller Representative and the Purchaser Representative shall, within three
(3) Business Days after such final determination, provide joint written instructions to the Escrow Agent to distribute to the Purchaser
a number of Escrow Shares equal to the absolute value of the Adjustment Amount. If there is an insufficient number of Escrow Shares to
satisfy such obligations, then the Sellers will surrender for no consideration and deliver to the Purchaser a number of Purchaser Class
A Ordinary Shares to make up such shortfall (with each Seller responsible for its Pro Rata Share of such shortfall). The Purchaser will
cancel any Escrow Shares or other Purchaser Class A Ordinary Shares that it receives promptly after its receipt thereof. At the option
of a Seller, in lieu of surrender or delivery of any Purchaser Class A Ordinary Shares if required, such Seller may opt to satisfy such
Seller’s obligations under this Section 1.5(c) by delivery of cash or cash equivalents equal in value to any shortfall in
delivery of shares of Purchaser Class A Ordinary Shares, with each undelivered Purchaser Class A Ordinary Share valued at $10.00.


 






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1.6             
Company Shareholder Consent. Each Seller, as a shareholder of the Company, hereby approves, authorizes and consents
to the Company’s execution and delivery of this Agreement and the Ancillary Documents to which it is or is required to be a party
or otherwise bound, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of
the transactions contemplated hereby and thereby. Each Seller acknowledges and agrees that the consents set forth herein are intended
and shall constitute such consent of the Sellers as may be required (and shall, if applicable, operate as a written shareholder resolution
of the Company) pursuant to the Company’s Organizational Documents, any other agreement in respect of the Company to which any Seller
is a party and all applicable Laws.


 


ARTICLE
II





CLOSING 


 


2.1             
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, 11th Floor, New York, NY 10105,
on the second (2nd) Business Day after all the conditions to Closing set forth in this Agreement have been satisfied or waived,
at 10:00 a.m. local time, or at such other date, time or place as the Purchaser and the Company may agree (the date and time at which
the Closing is actually held being the “Closing Date”).


 


2.2             Termination of Certain Agreements. Without limiting the provisions of Section 10.2, the Company and the Sellers
hereby agree that, effective at the Closing, any shareholders, voting or similar agreement among the Company and any of the Sellers or
among the Sellers with respect to the Company’s capital shares shall automatically, and without any further action by any of the
Parties, terminate in full and become null and void and of no further force and effect. Further, each Seller and the Company hereby waive
any obligations of the parties under any of the foregoing agreements or the Company’s Organizational Documents with respect to the
transactions contemplated by this Agreement and the Ancillary Documents, and any failure of the parties to comply with the terms thereof
in connection with the transactions contemplated by this Agreement and the Ancillary Documents.


 


2.3             
Taking of Necessary Action; Further Action. If, at any time after the Closing, any further action is necessary or
desirable to carry out the purposes of this Agreement and to vest the Purchaser with full right, title and interest in, to and under,
and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company or any of its Subsidiaries, the
officers and directors of the Purchaser are fully authorized in the name and on behalf of the Company or any of its Subsidiaries, to take
all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.


 






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ARTICLE
III

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 


 


Except as set forth in (i)
the disclosure schedules delivered by the Purchaser to the Company 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, the Purchaser represents and warrants to the Company, as of the date
hereof and as of the Closing as follows:


 


3.1             
Organization and Standing. The Purchaser is an exempted company duly incorporated, validly existing and in good standing
under the Laws of the Cayman Islands. The 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. The 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, except where the failure to be so qualified or licensed or in good standing can be cured
without material cost or expense. The Purchaser has heretofore made available to the Company accurate and complete copies of the Organizational
Documents of the Purchaser, as currently in effect. The Purchaser is not in violation of any provision of its Organizational Documents
in any material respect.


 


3.2             
Authorization; Binding Agreement. The 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 the Purchaser’s obligations hereunder and thereunder
and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Shareholder Vote. The execution
and delivery by the Purchaser 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 the Purchaser, and (b) no
other corporate proceedings, other than as set forth elsewhere in the Agreement (including the Required Shareholder Vote), on the part
of the 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. This Agreement has been, and each Ancillary Document to which
the Purchaser is a party shall be when delivered, duly and validly executed and delivered by the 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 the Purchaser, enforceable against the 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 or by any applicable statute of limitation
or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance)
are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”).


 






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3.3             
 Governmental Approvals. Except as otherwise described in Schedule 3.3, no Consent of or with any Governmental
Authority, on the part of the Purchaser is required to be obtained or made in connection with the execution, delivery or performance by
the Purchaser of this Agreement and each Ancillary Document to which it is a party or the consummation by the Purchaser of the transactions
contemplated hereby and thereby, other than (a) pursuant to Antitrust Laws, (b) such filings as contemplated by this Agreement (including
any and all filings with the Registrar of Companies in the Cayman Islands), (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 the
Purchaser.


 


3.4             
Non-Contravention. Except as otherwise described in Schedule 3.4, the execution and delivery by the Purchaser
of this Agreement and each Ancillary Document to which it is a party, the consummation by the Purchaser of the transactions contemplated
hereby and thereby, and compliance by the Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate
any provision of the Purchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities
referred to in Section 3.3 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 the 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 the 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 upon
any of the properties or assets of the 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 the Purchaser.


 


3.5             
Capitalization.


 


(a)              
The Purchaser is authorized to issue 49,000,000 Purchaser Ordinary Shares, consisting of 47,000,000 Purchaser Class A Ordinary
Shares and 2,000,000 Purchaser Class B Ordinary Shares and 1,000,000 preference shares, par value $0.001 per share. The issued and outstanding
Purchaser Securities as of the date of this Agreement are set forth on Schedule 3.5(a). All outstanding Purchaser Ordinary Shares
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 Cayman Islands Act, the
Purchaser Charter or any Contract to which the Purchaser is a party. 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, the Purchaser
does not have any Subsidiaries or own any equity interests in any other Person.


 






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(b)              
Except as set forth in Schedule 3.5(a) or Schedule 3.5(b), there are no (i) outstanding options, warrants,
puts, calls, convertible securities, 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 shares of the Purchaser or (B) obligating the 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 such shares, or (C) obligating
the 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 Closing Redemption or any redemption or conversion of Purchaser Class A Ordinary Shares in connection
with an Extension, if any (each, a “Redemption”), or as expressly set forth in this Agreement, there are no
outstanding obligations of the Purchaser to repurchase, redeem or otherwise acquire any shares of the 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 in Schedule 3.5(b),
there are no shareholders agreements, voting trusts or other agreements or understandings to which the Purchaser is a party with respect
to the voting of any shares of the Purchaser.


 


(c)              
All Indebtedness of the Purchaser as of the date of this Agreement is disclosed on Schedule 3.5(c). No Indebtedness
of the Purchaser contains any restriction upon: (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by
the Purchaser or (iii) the ability of the Purchaser to grant any Lien on its properties or assets.


 


(d)              
Since the date of formation of the Purchaser, with the exception of the repurchase of the original subscriber share from
Mr. Yubao Li on May 23, 2019 or as contemplated by this Agreement, including any Redemption, the 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 the Purchaser’s
board of directors has not authorized any of the foregoing.


 


3.6             
SEC Filings and Purchaser Financials.


 


(a)              
The Purchaser, since the IPO, has filed all forms, reports, schedules, statements, registration statements, prospectuses
and other documents required to be filed or furnished by the 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, the Purchaser has made available to the Company copies in the form filed with the SEC of all of the following: (i) the Purchaser’s
Annual Reports on Form 10-K for each fiscal year of the Purchaser beginning with the first year the Purchaser was required to file such
a form, (ii) the Purchaser’s Quarterly Reports on Form 10-Q for each fiscal quarter that the Purchaser filed such reports to disclose
its quarterly financial results in each of the fiscal years of the Purchaser referred to in clause (i) above, (iii) all other forms, reports,
registration statements, prospectuses and other documents (other than preliminary materials) filed by the 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, whether or not 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 the Sarbanes-Oxley Act of 2002, as amended) with respect to any report referred to in clause
(i) above. The SEC Reports (x) were prepared in all material respects in accordance with the requirements of the Securities Act and the
Exchange Act, as the case may be, and the rules and regulations thereunder and (y) did not, as of their respective effective dates (in
the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and at the time they
were filed with the SEC (in the case of all other SEC Reports) contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under
which they were made, not misleading. The certifications and statements referenced in clause (iv) above are each true as of their respective
dates of filing. As used in this Section 3.6, 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.
As of the date of this Agreement, (A) the Purchaser Public Units, the Purchaser Class A Ordinary Shares, the Purchaser Public Warrants
and the Purchaser Public Rights are listed on Nasdaq, (B) the Purchaser has not received any written deficiency notice from Nasdaq relating
to the continued listing requirements of such Purchaser Securities and (C) there are no Actions pending or, to the Knowledge of the Purchaser,
threatened against the 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.


 






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(b)              
The financial statements and notes of the 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 the 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).


 


(c)              
Except as and to the extent reflected or reserved against in the Purchaser Financials, the Purchaser has not incurred any
Liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP 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 the Purchaser’s formation in the ordinary course of business.


 


(d)              
Purchaser maintains, in all material respects, disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15
under the Exchange Act; such controls and procedures are reasonably designed to ensure that all material information concerning Purchaser is
made known on a timely basis to the individuals responsible for the preparation of Purchaser’s SEC filings and other public disclosure
documents.


 


(e)              
Purchaser has designed and maintains, in all material respects, a system of internal controls over financial reporting,
as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, sufficient to provide reasonable assurances regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Purchaser maintains,
in all material respects, a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are
executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted
only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared
with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.


 


3.7            
Absence of Certain Changes. As of the date of this Agreement, except as set forth in Schedule 3.7, the Purchaser
has, (a) since its formation, conducted no business other than its formation, 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 January 1, 2021, not
been subject to a Material Adverse Effect.


 


3.8             
Compliance with Laws. The Purchaser is, and has since its formation been, in compliance with all Laws applicable
to it and the conduct of its business except for such noncompliance which would not reasonably be expected to have a Material Adverse
Effect on the Purchaser, and the Purchaser has not received written notice alleging any violation of applicable Law in any material respect
by the Purchaser.


 


3.9             
Actions; Orders; Permits. There is no pending or, to the Knowledge of the Purchaser, threatened Action to which the
Purchaser is subject which would reasonably be expected to have a Material Adverse Effect on the Purchaser. There is no material Action
that the Purchaser has pending against any other Person. The Purchaser is not subject to any material Orders of any Governmental Authority,
nor are any such Orders pending. The 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, except where the failure to hold such
Permit or for such Permit to be in full force and effect would not reasonably be expected to have a Material Adverse Effect on the Purchaser.


 


3.10         
Litigation. (a) There is no proceeding pending, or to the Knowledge of Purchaser, threatened against or by the Purchaser
or any of their respective properties or rights before any Governmental Authority, and (b) the Purchaser. is not subject to any outstanding
judgment, writ, decree, injunction or order of any Governmental Authority. There are no proceedings (at law or in equity) or investigations
pending or, to the Knowledge of Purchaser, threatened, seeking to or that would reasonably be expected to prevent, hinder, modify, delay
or challenge the transactions contemplated hereby.


 






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3.11         
 Listing. Purchaser Class A Ordinary Shares, Purchaser Warrants and Purchaser Rights are listed on Nasdaq, with trading
tickers ZGYH,” “ZGYHW” and “ZGYHR, respectively. There is no Proceeding pending or, to the Knowledge of Purchaser,
threatened against Purchaser by Nasdaq with respect to any intention by such entity to prohibit or terminate the listing of the Purchaser
Class A Ordinary Shares, Purchaser Warrants and Purchaser Rights.


 


3.12         
Reporting Company. Purchaser is a publicly held company subject to reporting obligations pursuant to Section 13 of
the Exchange Act, and the Purchaser Class A Ordinary Shares, Purchaser Warrants and Purchaser Rights are registered pursuant to Section
12(b) of the Exchange Act. There is no legal proceeding pending or, to the Knowledge of Purchaser, threatened against the Purchaser by
the SEC with respect to the deregistration of the Purchaser Class A Ordinary Shares, Purchaser Warrants and Purchaser Rights under the
Exchange Act. Neither the Purchaser nor any of its Representatives has taken any action that is designed to terminate the registration
of the Purchaser Class A Ordinary Shares, Purchaser Warrants and Purchaser Rights under the Exchange Act.


 


3.13         
Taxes and Returns.


 


(a)              
The Purchaser has or will have timely filed, or caused to be timely filed, all material Tax Returns required to be filed
by it, which such 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 3.13(a) sets forth
each jurisdiction where the Purchaser files or is required to file a Tax Return. There are no audits, examinations, investigations or
other proceedings pending against the Purchaser in respect of any Tax, and the Purchaser has not been notified in writing of any proposed
Tax claims or assessments against the 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 the Purchaser’s assets, other than Permitted Liens. The 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 the 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 formation, the 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 or (iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax Liability or refund.


 


3.14         
Employees and Employee Benefit Plans. The Purchaser does not (a) have any paid employees or (b) maintain, sponsor,
contribute to or otherwise have any Liability under, any Benefit Plans.


 






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3.15         
 Properties. The Purchaser does not own, license or otherwise have any right, title or interest in any material Intellectual
Property. The Purchaser does not own or lease any material real property or Personal Property.


 


3.16         
Material Contracts.


 


(a)              
Except as set forth on Schedule 3.16(a), other than this Agreement and the Ancillary Documents, there are no Contracts
to which the 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 the Purchaser on less than sixty (60) days’ prior notice
without payment of a material penalty or termination fee or (iii) prohibits, prevents, restricts or impairs in any material respect any
business practice of the Purchaser as its business is currently conducted, any acquisition of material property by the Purchaser, or restricts
in any material respect the ability of the Purchaser from engaging in business as currently conducted by it or from competing with any
other Person (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 in all material
respects against the Purchaser and, to the Knowledge of the 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) the 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 the Purchaser, or permit termination or acceleration by the other party, under such Purchaser Material
Contract; and (iv) to the Knowledge of the 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 the Purchaser under any Purchaser Material Contract.


 


3.17         
Transactions with Affiliates. Schedule 3.17 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 the Purchaser and any (a) present or former director, officer or employee or Affiliate of the Purchaser, or any immediate family
member of any of the foregoing, or (b) record or beneficial owner of more than five percent (5%) of the outstanding Purchaser Ordinary
Shares as of the date hereof.


 


3.18         
Information Supplied. None of the information supplied or to be supplied by Purchaser for inclusion or incorporation
by reference in the filings with the SEC and mailings to Purchaser stockholders with respect to the solicitation of proxies to approve
the transactions contemplated by this Agreement will, at the date of filing and/or mailing, 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 (subject to the qualifications and limitations set forth in such
materials or that are included in the Purchaser SEC Documents).


 






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3.19         
 Investment Company Act. The Purchaser is not an “investment company” or a Person directly or indirectly
 “controlled” by or acting on behalf of an “investment company”, in each case within the meaning of the Investment
Company Act of 1940, as amended.


 


3.20         
Finders and Brokers. Except as set forth on Schedule 3.20, no broker, finder or investment banker is entitled
to any brokerage, finder’s or other fee or commission from the Purchaser, 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 the Purchaser.


 


3.21         
Ownership of Exchange Shares. All Exchange Shares to be issued and delivered in accordance with Article I
to the Sellers and the Escrow Agent shall be, upon issuance and delivery of such Exchange Shares, fully paid and non-assessable, free
and clear of all Liens, other than restrictions arising from applicable securities Laws, the Lock-Up Agreements (if applicable), the Registration
Rights Agreement, the Escrow Agreement, the surrender provisions of this Agreement and any Liens incurred by a Seller, and the issuance
and sale of such Exchange Shares pursuant hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.


 


3.22         
Certain Business Practices.


 


(a)              
Neither the 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 formation of the 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 the Purchaser
or assist it in connection with any actual or proposed transaction.


 


(b)              
The operations of the 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 the Purchaser with respect to the any of the foregoing
is pending or, to the Knowledge of the Purchaser, threatened.


 


3.23         
Insurance. Schedule 3.23 lists all insurance policies (by policy number, insurer, coverage period, coverage
amount, annual premium and type of policy) held by the Purchaser relating to the 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 the Purchaser is otherwise in material compliance with the terms of such insurance policies. All such insurance
policies are in full force and effect, and to the Knowledge of the 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 the Purchaser. The Purchaser has
each 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.


 






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3.24         
Independent Investigation. The Purchaser has conducted its own independent investigation, review and analysis of
the business, results of operations, prospects, condition (financial or otherwise) of the 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 for such purpose. The 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 upon the express representations and warranties of the Company and the
Sellers set forth in this Agreement (including the related portions of the Company Disclosure Schedules) and in any certificate delivered
to Purchaser pursuant hereto; and (b) none of the Company, the Sellers or their respective Representatives have made any representation
or warranty as to the Target Companies, the Sellers or this Agreement, except as expressly set forth this Agreement (including the related
portions of the Company Disclosure Schedules) or in any certificate delivered to Purchaser pursuant hereto.


 


ARTICLE
IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


Except as set forth in the
disclosure schedules delivered by the Company to the Purchaser on the date hereof (the “Company Disclosure Schedules”),
the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, the Company and
the Sellers, jointly and severally, hereby represent and warrant to the Purchaser, as of the date hereof and as of the Closing (except
where expressly limited to the date hereof), as follows:


 


4.1             
Organization and Standing. The Company is a corporation duly incorporated, validly existing and in good standing
under the Laws of the Province of British Columbia, Canada and 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 Subsidiary of the 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 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 (to the extent that the concept of “good standing” is applicable in such jurisdiction)
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. Schedule 4.1 lists all jurisdictions in which any 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 the Purchaser
accurate and complete copies of its Organizational Documents and the Organizational Documents of each of the other Target Companies, each
as amended to date and as currently in effect. No Target Company is in violation of any provision of its Organizational Documents.


 


4.2             
Authorization; Binding Agreement. The Company has all requisite corporate power and authority to execute and deliver
this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder
and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each
Ancillary Document to which the Company is or is required to be a party and the consummation of the transactions contemplated hereby
and thereby, (a) have been duly and validly authorized by the Company’s board of directors and the Company’s shareholders
to the extent required by the Company’s Organizational Documents, the BC Act and 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 and (b) 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. 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.


 






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4.3             
Capitalization.


 


(a)              
The Company is authorized to issue (i) an unlimited number of Company Common Shares, of which 7,354,615,385 Company Common
Shares are issued and outstanding and (ii) an unlimited number of Company Preferred Shares, of which no Company Preferred Shares are issued
and outstanding. No Company Common Shares are held in its treasury. All of the issued and outstanding Company Shares have been duly authorized
and validly issued, are fully paid and non-assessable and have not been issued in violation of any purchase option, right of first refusal,
preemptive right, subscription right or any similar right under any provision of the BC Act, any other applicable Law, the Company Charter
or any Contract to which the Company is a party or by which it or its securities are bound. All of the issued and outstanding Company
Shares are owned of record and beneficially by the Persons set forth on Schedule 4.3(a), all of which Company Shares are owned
free and clear of any Liens other than those imposed under the Company Charter or Permitted Liens. The Purchased Shares to be delivered
by the Sellers to the Purchaser at the Closing constitute all of the issued and outstanding shares and other equity interests in or of
the Company. No other class of shares or equity securities of the Company is authorized or outstanding will be outstanding immediately
after the Closing. None of the outstanding shares or other equity interests in or of the Company were issued in violation of any applicable
securities Laws.


 


(b)               Neither
the Company nor any Subsidiary has ever adopted, sponsored or maintained any stock option plan or any other plan or agreement
providing for equity-related compensation to any person. Other than as set forth on Schedule 4.3(b), as of the date hereof,
there are no options, warrants or other rights to subscribe for or purchase any shares or other equity interests in or of the
Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any shares
or other equity interests in or of the Company, or preemptive rights or rights of first refusal or first offer, nor are there any
Contracts, commitments, arrangements or restrictions to which the Company or, to the Knowledge of the Company, any of its
shareholders are 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. There are no voting
trusts, proxies, shareholder agreements or any other agreements or understandings with respect to the voting of the Company’s
shares or other equity interests. Except as set forth in the Company Charter, there are no outstanding contractual obligations of
the Company to repurchase, redeem or otherwise acquire any shares or other equity interests or securities in or of the Company, nor
has the Company granted any registration rights to any Person with respect to the Company’s shares or other equity securities.
All of the Company’s securities have been granted, offered, sold and issued in material compliance with all applicable
securities laws. As a result of the consummation of the transactions contemplated by this Agreement, no shares or other equity
interests in or 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).


 






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(c)              
Except as disclosed in the Company Financials or as set forth on Schedule 4.3(c), since January 1, 2021, the Company
has not declared or paid any distribution or dividend in respect of its shares or other equity interests and has not repurchased, redeemed
or otherwise acquired any shares or other equity interests in or of the Company, and the Company’s board of directors has not authorized
any of the foregoing.


 


4.4             
Subsidiaries.


 


(a)              
Schedule 4.4(a) sets forth the name of each Subsidiary of the Company, and with respect to each Subsidiary (a) its
jurisdiction of organization, (b) its authorized shares or other equity interests (if applicable), and (c) the number of issued and outstanding
equity interests and the record holders and beneficial owners thereof. All of the outstanding equity securities of each Subsidiary of
the Company are duly authorized and validly issued, fully paid and non-assessable (if applicable), and were offered, sold and delivered
in compliance with all applicable securities Laws, and owned by the Company or one of its Subsidiaries 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 shares or other equity interests
in or 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 shares or other equity
interests in or 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. Except as set forth on Schedule 4.4(a), 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 4.4(a),
the Company does not own or have any rights to acquire, directly or indirectly, any shares or other equity interests in or 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 any Target Company to provide funds to, or make any investment (in the form of a loan, capital contribution
or otherwise) in, any other Person.


 






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(b)              
 The capital and organizational structure of each Target Company organized or registered in the PRC (each, a “PRC
Target Company”) are valid and in full compliance with the applicable PRC Laws. The registered capital of each PRC Target
Company shall be fully paid up in accordance with the schedule of payment stipulated in its articles of association, approval documents,
certificates of approval and legal person business license (collectively, the “PRC Establishment Documents”)
and in compliance with applicable PRC Laws, and there is no outstanding capital contribution commitment. The PRC Establishment Documents
of each PRC Target Company has been duly approved and filed in accordance with the laws of the PRC and are valid and enforceable. The
business scope specified in the PRC Establishment Documents of the PRC Target Companies complies in all material respects with the requirements
of all applicable PRC Laws, and the operation and conduct of business by, and the term of operation of the PRC Target Companies in accordance
with the PRC Establishment Documents is in compliance in all material respects with applicable PRC Laws.


 


4.5             
Governmental Approvals. Except as otherwise described in Schedule 4.5, no Consent of or with any Governmental
Authority on the part of any Target Company is required to be obtained or made in connection with the execution, delivery or performance
by the Company of this Agreement or any Ancillary Documents or the consummation by the Company of the transactions contemplated hereby
or thereby other than (a) such filings as expressly contemplated by this Agreement, (b) pursuant to Antitrust Laws and (c) where the failure
to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have or would not reasonably
be expected to have a Material Adverse Effect.


 


4.6              Non-Contravention.
Except as otherwise described in Schedule 4.6, 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
4.5 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 Permitted Lien) upon any of the properties or assets of any Target Company under, (viii) give rise to any
obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a
default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or
performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or
provisions of, any Company Material Contract, except, in the case of each of clauses (i) - (ix) for any conflicts, violations,
breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments,
accelerations, cancellations, or Liens that, or where the failure to obtain any consents, in each case, would not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect.


 






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4.7             
Financial Statements.


 


(a)              
As used herein, the term “Company Financials” means (i) the audited consolidated financial statements
of the Company (including, in each case, any related notes thereto), consisting of the consolidated balance sheets of the Company as of
June 30, 2020 and June 30, 2019, and the related consolidated audited income statements, changes in shareholder equity and statements
of cash flows for the years then ended, each audited in accordance with PCAOB auditing standards by a PCAOB qualified auditor; and (ii)
once available and delivered by the Company, the consolidated financial statements of the Target Companies (including, in each case, any
related notes thereto), consisting of the consolidated balance sheets of the Target Companies as of December 31, 2020 (the “Interim
Balance Sheet Date”), and the related statements of operations, shareholders’ (deficit) equity and cash flows for
the six (6) months then ended reviewed by the auditor of the Company in accordance with the standards of the PCAOB. True and correct copies
of the Company Financials have been or will be provided to the Purchaser. Except as otherwise noted therein, the Company Financials (i)
accurately reflect in all material respects the books and records of the Target Companies as of the times and for the periods referred
to therein, (ii) were prepared in accordance with GAAP, consistently applied throughout and among the periods involved (except that the
unaudited statements exclude the footnote disclosures and other presentation items required for GAAP and exclude year-end adjustments
which will not be material in amount), (iii) comply in all material respects 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.


 


(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 in accordance 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 material assets is compared with existing assets at regular intervals and verified for actual amounts and
(vi) material 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. Since January 1, 2017, 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.


 






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(c)              
 No Target Company has ever been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.


 


(d)              
The Target Companies do not have any Indebtedness other than the Indebtedness set forth on Schedule 4.7(d).


 


(e)              
Except as set forth on Schedule 4.7(e), no Target Company is subject to any Liabilities or obligations that would
not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (whether or not required to be reflected
on a balance sheet prepared in accordance with GAAP), 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 Interim Balance Sheet Date contained in the Company
Financials, (ii) Liabilities under Contracts that relate to obligations that have not yet been performed, and are not yet required to
be performed or (ii) not material and that were incurred after the Interim 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).


 


4.8             
Absence of Certain Changes. Except as set forth on Schedule 4.8, or for actions expressly contemplated by
this Agreement, since January 1, 2020, each Target Company has (a) conducted its business only in the ordinary course consistent with
past practice, (b) not been subject to a Material Adverse Effect and (c) not taken any action or committed or agreed to take any action
that would be prohibited by Section 6.2(b) (without giving effect to Schedule 6.2) if such action were taken on or after
the date hereof without the consent of the Purchaser.


 


4.9             
Compliance with Laws. Except as set forth on Schedule 4.9 no Target Company is or has been in material conflict
or non-compliance with, or in material default or violation of, nor has any Target Company received, since January 1, 2017, 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 or any of its properties, assets, employees, business or operations are or were bound or affected.


 


4.10          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 as currently contemplated to be conducted, and to own,
lease and operate its assets and properties, including a valid internet content provider license issued by the Ministry of Industry
and Information Technology of the PRC (collectively, the “Company Permits”), except in each case as would
not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has made available to
the Purchaser true, correct and complete copies of all material Company Permits. All of the Company Permits are in full force and
effect, and no suspension or cancellation of any of the Company Permits is pending or, to the Company’s Knowledge, threatened
except in each case as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 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. All filings and registrations with PRC Governmental Authorities required in respect of each of the PRC Target Companies and
its operations, including the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, the
State Administration for Foreign Exchange, tax bureau, customs authorities, product registration authorities and health regulatory
authorities, as applicable, have been duly completed in accordance with applicable PRC Law, except in each case as would not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 






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4.11         
Litigation. Except as described on Schedule 4.11, there is no (a) Action of any nature pending or, to the
Company’s Knowledge, threatened, nor is there any reasonable basis for any Action to be made , or (b) Order now pending or outstanding
or that was rendered by a Governmental Authority since January 1, 2015, 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. To the Company’s Knowledge, since January 1, 2015, 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.


 


4.12         
Material Contracts.


 


(a)              
Schedule 4.12(a) sets forth a true, correct and complete list, as of the date hereof, of true, correct and complete
copies of, each Contract 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 4.12(a), a “Company Material Contract”)
that:


 


(i)              contains covenants that materially limit the ability of any Target Company to compete in any line of business material to
the Company or with any Person or in any geographic area or to sell, or provide any service or product or solicit any Person, including
any material non-competition covenants, employee and customer non-solicit covenants, exclusivity restrictions, rights of first refusal
or most-favored pricing clauses, that are material to the Company;


 


(ii)            
involves any joint venture, profit-sharing, partnership, limited liability company or other similar agreement or arrangement
relating to the formation, creation, operation, management or control of any partnership or joint venture;


 


(iii)           
involves any exchange traded, over the counter or other swap, cap, floor, collar, futures contract, forward contract, option
or other derivative financial instrument or Contract, based on any commodity, security, instrument, asset, rate or index of any kind or
nature whatsoever, whether tangible or intangible, including currencies, interest rates, foreign currency and indices;


 


(iv)            
evidences Indebtedness (whether incurred, assumed, guaranteed or secured by any asset) of any Target Company having an outstanding
principal amount in excess of $10,000,000;


 


(v)             involves
the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets with an aggregate value in excess of
$10,000,000 (other than in the ordinary course of business consistent with past practice) or shares or other equity interests in or
of any Target Company or another Person;


 






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(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 $1,000,000 per year or $2,500,000 in the aggregate;


 


(viii)         
obligates the Target Companies to provide continuing indemnification or a guarantee of obligations of a third party after
the date hereof in excess of $1,000,000;


 


(ix)            
is between any Target Company and any Top Customer or Top Vendor;


 


(x)              is between any Target Company and 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 receiving in excess of $250,000 in annual base compensation;


 


(xi)             obligates the Target Companies to make any capital commitment or expenditure in excess of $10,000,000 (including pursuant
to any joint venture);


 


(xii)          
relates to a settlement 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) in an amount in excess of $1,000,000;or


 


(xiii)         
relates to the development, licensing or use of any Intellectual Property by, to or from any Target Company, other than
Off-the-Shelf Software, any contract related to open source software or (iii) any Contract under which the Company develops, or licenses
any of the Intellectual Property in the ordinary course;


 


(xiv)          that would 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.


 


(b)               Except
as disclosed in Schedule 4.12(b), with respect to each Company Material Contract: (i) such Company Material Contract is valid
and binding and enforceable in all respects against the Target Company party thereto (subject to the Enforceability Exceptions) and,
to the Knowledge of the Company, each other party thereto, and is in full force and effect; (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 respect, and no event has occurred that with the passage of time or giving
of notice or both would constitute a 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 breach or default in any 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 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 amend the terms thereof, other than modifications in the ordinary course of
business that do not adversely affect any Target Company; and (vi) no Target Company has waived any rights under any such Company
Material Contract.


 






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4.13         
Intellectual Property.


 


(a)              
Schedule 4.13(a)(i) sets forth: (i) all Patents and Patent applications, Trademarks and service mark registrations
and applications, copyright registrations and applications and registered 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 4.13(a)(ii) sets forth all Intellectual Property licenses, sublicenses
and other agreements or permissions (“Company IP Licenses”) (excluding “shrink wrap”, “click
wrap” and “off the shelf” agreements for Software commercially available on reasonable terms to the public generally
with license, maintenance, support and other fees of less than $100,000 per year (collectively, “Off-the-Shelf Software”),
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 Intellectual Property, and describes (A) the applicable
Intellectual Property licensed, sublicensed or used and (B) any royalties, license fees or other compensation due from a Target Company,
if any. Each Target Company owns, free and clear of all Liens (other than Permitted Liens), has valid and enforceable rights in, and has
the unrestricted right to use, sell, license, transfer or assign, all Intellectual Property currently used, licensed or held for use by
such Target Company, and previously used or licensed by such Target Company, except for the Intellectual Property that is the subject
of the Company IP Licenses. For each Patent and Patent application in the Company Registered IP, the Target Companies have obtained valid
assignments of inventions from each inventor and recorded the same as may be required in any applicable government agencies or offices.
Except as set forth on Schedule 4.13(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.


 


(b)               Each
Target Company has a valid and enforceable license to use all Intellectual Property that is the subject of the Company IP Licenses
applicable to such Target Company. The Company IP Licenses include all of the licenses, sublicenses and other agreements or
permissions necessary to operate the Target Companies as presently conducted. Each Target Company is and has been in compliance in
all material respects with and has performed all obligations imposed on it in the Company 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 to the
Knowledge of the Company has any event occurred that with notice or lapse of time or both would constitute a default thereunder. The
continued use by the Target Companies of the 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 Copyrights,
Patents, Trademarks and Internet Assets that are owned by or exclusively licensed to any Target Company are valid and in force with
all applicable maintenance fees having been paid and renewals filed, and all applications to register any Copyrights, Patents and
Trademarks are pending and in good standing, all without challenge of any kind. 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.


 






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(c)              
Schedule 4.13(c) sets forth all licenses, sublicenses and other agreements or permissions under which a Target Company
is the licensor (each, an “Outbound IP License”), and for each such Outbound IP License, describes (i) the applicable
Intellectual Property licensed, (ii) the licensee under such Outbound IP License, and (iii) any royalties, license fees or other compensation
due to a Target Company, if any. Each Target Company has performed all 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 breach or default thereunder, nor has any
event occurred that with notice or lapse of time or both would constitute a 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 any Intellectual Property currently owned, licensed, used or held
for use by the Target Companies in any material respect. 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. There are no Orders to which any Target Company is a party or its otherwise bound that (i) restrict the rights of a Target Company
to use, transfer, license or enforce any Intellectual Property owned by a Target Company, (ii) restrict the conduct of the business of
a Target Company 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, 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 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 infringing upon, has misappropriated or is otherwise violating any Intellectual Property owned, licensed
by, licensed to, or otherwise used or held for use by any Target Company (“Company IP”) in any material respect.


 






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(e)               All
employees and independent contractors of a Target Company have assigned to the Target Companies all Intellectual Property arising
from the services performed for a Target Company by such Persons. No current or former officers, employees or independent
contractors of a Target Company have claimed any ownership interest in any Intellectual Property owned by a Target Company. To the
Knowledge of the Company, there has been no 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 their Intellectual Property 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 best efforts to promote the interests of the Target Companies, or that would
materially conflict with the business of any Target Company as presently conducted or contemplated to be conducted. Each Target
Company has taken reasonable security measures in order to protect the secrecy, confidentiality and value of the material Company
IP.


 


(f)               
To the Knowledge of the Company, no Person has obtained unauthorized access to third party information and data in the possession
of a Target Company, nor has there been any other material compromise of the security, confidentiality or integrity of such information
or data. Each Target Company has complied with all applicable Laws relating to privacy, data protection and security, and the collection,
processing and use of personal information (collectively, “Data Protection Laws”). Each of the Target Companies
has in place and regularly monitors and fully enforces privacy policies and guidelines compliant with all applicable Data Protection Laws.
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,
or constitute unfair competition or trade practices under applicable Law.


 


(g)              
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 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’ rights under such Contracts or Company IP Licenses to the same 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.


 


4.14         
Taxes and Returns. 


 


(a)           
Each Target Company has or will have timely filed, or caused to be timely filed, all 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 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 with
all applicable Laws relating to Tax.


 






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(b)            There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental
Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.


 


(c)            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. There are no claims, assessments, audits, examinations, investigations
or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed
Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials
have been established).


 


(d)            There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens.


 


(e)            Each Target Company has collected or withheld all 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 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 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 any Liability for the Taxes of another Person (other than another Target Company) (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.


 


(i)             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 Taxes, nor is any such
request outstanding.


 






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4.15          Real
Property. Schedule 4.15 contains, as of the date hereof, a complete and accurate list of all premises 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 leases,
including all amendments and modifications thereof or waivers thereto (collectively, the “Company Real Property
Leases”).. 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 where failure to have such good and marketable and valid leasehold interest would not reasonably be
expected to individually or in the aggregate, to have a Material Adverse 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 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, except as would not individually or in the aggregate, have or reasonably be
expected to have a Material Adverse Effect. 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).


 


4.16         
Personal Property. Each item of Personal Property which is currently owned, used or leased by a Target Company as
of the date hereof with a book value or fair market value of greater than Five Hundred Thousand Dollars ($500,000) is set forth on Schedule
4.16, and each Target Company owns or leases or uses such Personal Property under valid leases or other valid agreements, that are
in full force and effect (“Company Personal Property Leases”). Except as set forth in Schedule 4.16,
all such items of Personal Property are in good operating condition and repair (ordinary 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 dependent upon the right to use the Personal Property of Persons other than a Target Company, except
for such Personal Property that is owned by, or leased, licensed or otherwise contracted, or for which valid access exists, 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. 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 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, except as would not individually or in the aggregate, have or
reasonably be expected to have a Material Adverse Effect.


 


4.17         
Employee Matters.


 


(a)               Except
as set forth in Schedule 4.17(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 4.17(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 or, to
the Knowledge of the Company, oral notice of his or her plan to terminate his or her employment with any Target Company.


 






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(b)              
Except as set forth in Schedule 4.18(b), each Target Company (i) is and has been in compliance in all material
respects with all 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 4.18(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 calendar
year ending December 31, 2020, and (iii) any wages, salary, bonus, commission or other compensation paid or due and owing to each employee
during or for the calendar year ending December 31, 2021. Except as set forth on Schedule 4.18(c), (A) no person is a party to
a written employment Contract with a Target Company and each employee is employed “at will” or, with respect to employees
located in China, with a “non-fixed term” in accordance with Chinese Labor Contract Law, and (B) the Target Companies have
paid in full to all their employees all wages, salaries, commission, bonuses and other compensation due to such 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 in Schedule 4.18(c), each employee of any Target Company 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.


 






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(d)              
 Schedule 4.18(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, most recent increase
(or decrease) in remuneration and amount thereof, for each such Person. Except as set forth on Schedule 4.18(d), all of such independent
contractors are a party to a written Contract with a Target Company, and each such independent contractor has entered into customary covenants
regarding confidentiality, non-competition and assignment of inventions and copyrights in such Person’s agreement with a Target
Company, a copy of which has been provided to the 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.


 


4.18         
Benefit Plans. 


 


(a)              
Set forth on Schedule 4.18(a) is a true and complete list of each Foreign Plan of a Target Company (each, a “Company
Benefit Plan”). No Target Company has ever maintained or contributed to (or had an obligation to contribute to) any Benefit
Plan, whether or not subject to ERISA, which is not a Foreign Plan.


 


(b)              
With respect to each Company Benefit Plan which covers any current or former officer, director, consultant or employee (or
beneficiary thereof) of a Target Company, the Company has made available to the Purchaser accurate and complete copies, if applicable,
of: (i) all plan documents and related trust agreements or annuity Contracts (including any amendments, modifications or supplements thereto),
and written description of any 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 communications with any Governmental Authority concerning any matter
that is still pending or for which a Target Company has any outstanding Liability or obligation.


 


(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
with applicable regulatory authorities and Governmental Authorities; (ii) no breach of fiduciary duty 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, premiums and other payments (including any special contribution, interest or penalty) required to be made with
respect to a Company Benefit Plan have been timely made; (v) all benefits accrued under any unfunded Company Benefit Plan have been paid,
accrued, or otherwise adequately reserved in accordance with GAAP and are reflected on the Company Financials; and (vi) no Company Benefit
Plan provides for retroactive increases in contributions, premiums or other payments in relation thereto. No Target Company has incurred
any obligation in connection with the termination of, or withdrawal from, any Company Benefit Plan.


 






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(d)               To
the extent applicable, the present value of the accrued benefit liabilities (whether or not vested) under each Company Benefit Plan,
determined as of the end of the Company’s most recently ended fiscal year on the basis of reasonable actuarial assumptions,
each of which is reasonable, did not exceed the current value of the assets of such Company Benefit Plan allocable to such benefit
liabilities.


 


(e)              
The consummation of the transactions contemplated by this Agreement and the Ancillary Documents will not: (i) entitle any
individual to severance pay, unemployment compensation or other benefits or compensation under any Company Benefit Plan or under any applicable
Law; or (ii) accelerate the time of payment or vesting, or increase the amount of any compensation due, or in respect of, any director,
employee or independent contractor of a Target Company.


 


(f)               
Except to the extent required by applicable Law, no Target Company provides health 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.


 


(g)              
All Company Benefit Plans can be terminated at any time as of or after the Closing Date without resulting in any Liability
to any Target Company, the Purchaser or their respective Affiliates for any additional contributions, penalties, premiums, fees, fines,
excise taxes or any other charges or liabilities.


 


4.19         
Environmental Matters. Except as set forth in Schedule 4.20:


 


(a)              
Each Target Company is and has been in compliance in all material respects with all applicable Environmental Laws.


 


(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. No Target
Company has assumed, contractually or by operation of Law, any Liabilities or obligations under any Environmental Laws except as would
not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


(c)              
No Action has been made or is pending, or to the Company’s Knowledge, threatened against any Target Company or any
tangible assets of a Target Company alleging either or both that a Target Company may be in material violation of any Environmental Law.


 


(d)              
To the Knowledge of the Company, 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.


 






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(e)              
 To the Company’s Knowledge, 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.


 


4.20         
Transactions with Related Persons. Except as set forth on Schedule 4.21, 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 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,
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). Except
as set forth on Schedule 4.21, 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 material to the Business.. 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.


 


4.21         
Insurance.


 


(a)               Schedule
4.22(a) lists all insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and type of
policy) held by the Target Companies relating to the Target Companies or their respective business, properties, assets, directors,
officers and employees, copies of which have been provided to the 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. All such insurance policies are in full force and effect, and to the Knowledge of the Company, 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 an Target Company since January 1, 2019 for an amount greater than $100,000. Each Target Company has each 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.


 






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(b)              
As of the date hereof, 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.


 


4.22         
Top Customers and Vendors. Schedule 4.23 lists, by dollar volume received or paid, as applicable, for each
of (a) the twelve (12) months ended on December 31, 2019 and (b) the twelve (12) months ended on December 31, 2020, the ten (10) largest
customers of the Target Companies (the “Top Customers”) and the ten largest vendors of goods or services to
the Target Companies (the “Top Vendors”), along with the amounts of such dollar volumes. No Top Vendor (limited
to those that are “Top Vendors” for the twelve (12) months ended on December 31, 2020) or Top Customer (limited to those that
are “Top Customers” for the twelve (12) months ended on December 31, 2020), within the last twelve (12) months has (i) provided
written notice of cancellation or otherwise terminated, or, to the Company’s Knowledge, intends to cancel or otherwise terminate,
any relationships of such Person with a Target Company, and (ii) the Company’s Knowledge, threatened to stop, decrease or limit
materially, or intends to modify materially its relationships with a Target Company or, to the Company’s Knowledge, 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, refuse to pay any amount due to any Target Company or seek to exercise any remedy
against any Target Company. No Target Company has within the past two (2) years been engaged in any dispute for an amount greater than
$500,000 with any Top Vendor or Top Customer.


 


4.23         
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.


 


4.24         
Accounts Receivable. To the Knowledge of the Company, all accounts, notes and other receivables, whether or not accrued,
and whether or not billed, of the Target Companies (the “Accounts Receivable”) arose in the ordinary course
of business and represent valid obligations to a Target Company arising from its business. None of the Accounts Receivable are, to the
Knowledge of the Company, 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 therefor on the Company Financials.


 






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4.25          Certain
Business Practices. To the Knowledge of the Company, 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 comparable or
similar Law of any other country or other jurisdiction, or (iii) made any other unlawful payment. To the Knowledge of the Company,
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 except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect. The operations of each Target Company are and have been conducted at all times in material compliance with laundering money
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
the any of the foregoing is pending or, to the Knowledge of the Company, threatened. To the Knowledge of the Company, no Target
Company or any of their respective directors or officers, or any other Representative acting on behalf of a Target Company is
currently identified on the specially designated nationals or other blocked person list or otherwise currently subject to any U.S.
sanctions administered by OFAC, and to the Knowledge of the Company, 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 any 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 in the last five (5) fiscal
years. To the Knowledge of the Company, one of the Target Companies has engaged in transactions with, or exported any of its
products or associated technical data (i) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Syria or any
other country to which the United States has embargoed goods to or has proscribed economic transactions with or (ii) to the
knowledge of the Company, to any Person included on the United States Treasury Department’s list of Specially Designated
Nationals or the U.S. Commerce Department’s Denied Persons List.


 


4.26         
PRC Compliance.


 


(a)              
Each of the Target Companies has complied, and has taken all steps to ensure compliance by each of its equity holders, option
holders, directors, officers and employees that is, or is directly or indirectly owned or controlled by, a PRC resident or citizen with
any applicable rules and regulations of the relevant PRC Governmental Authorities currently in effect (including the Ministry of Commerce,
the National Development and Reform Commission, the China Securities Regulatory Commission (“CSRC”) and the
State Administration of Foreign Exchange) (the “SAFE”) relating to overseas investment by PRC residents and
citizens or overseas listing by offshore special purpose vehicles controlled directly or indirectly by PRC companies and individuals,
such as the Company (the “PRC Overseas Investment and Listing Regulations”), including requesting each such
Person that is, or is directly or indirectly owned or controlled by, a PRC resident or citizen to complete any registration and other
procedures required under applicable PRC Overseas Investment and Listing Regulations (including any applicable rules and regulations of
the SAFE).


 


(b)               The
Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by
Foreign Investors and any official clarifications, guidance, interpretations or implementation rules in connection with or related
thereto in effect on the applicable Closing Date (the “PRC Mergers and Acquisitions Rules”) promulgated by
the Ministry of Commerce and other competent authorities since 22 June 2009, including the provisions thereof which purport to
require offshore special purpose entities formed for listing purposes and controlled directly or indirectly by PRC companies or
individuals to obtain the approval of the CSRC prior to the listing and trading of their securities on an overseas stock exchange.
The Company has received legal advice specifically with respect to the PRC Mergers and Acquisitions Rules from its PRC counsel, and
the Company understands such legal advice. In addition, the Company has communicated such legal advice in full to each of its
directors and each such director has confirmed that he or she understands such legal advice. The consummation of the transactions
contemplated by this Agreement and the Ancillary Documents (A) are not adversely affected by the PRC Mergers and Acquisitions Rules
and (B) do not require the prior approval of the CSRC or any other Governmental Authority.


 






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4.27         
Investment Company Act. No Target Company is an “investment company” or a Person directly or indirectly
 “controlled” by or acting on behalf of an “investment company”, in each case within the meaning of the Investment
Company Act of 1940, as amended.


 


4.28         
Finders and Brokers. Except as set forth in Schedule 4.29, no Target Company has incurred or will incur any
Liability for any brokerage, finder’s or other fee or commission in connection with the Transaction.


 


4.29         
Independent Investigation. The Company has conducted its own independent investigation, review and analysis of the
business, results of operations, prospects, condition (financial or otherwise) or assets of the 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 Purchaser
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
the Purchaser 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 (b) neither the Purchaser nor any of its Representatives have made any representation or
warranty as to the Purchaser 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 the Company pursuant hereto.


 


4.30          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 or 6-K, and any exhibits thereto or any other report, form, registration or other
filing made with any Governmental Authority (including the SEC) or stock exchange (including Nasdaq) with respect to the
transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Solicitation Documents; or (c) in the mailings or
other distributions to the 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 Purchaser or its Affiliates.


 






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4.31         
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 not materially misleading.


 


ARTICLE
V 


REPRESENTATIONS AND WARRANTIES OF THE SELLERS


 


Except as set forth in the
Company Disclosure Schedules, the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which
they refer, the Sellers hereby severally and not jointly represent and warrant to the Purchaser, as of the date hereof and as of the Closing,
as follows:


 


5.1             
Organization and Standing. Each Seller, if not an individual person, is an entity duly organized, validly existing
and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to own, lease and operate
its properties and to carry on its business as now being conducted.


 


5.2             
Authorization; Binding Agreement. Each Seller has all requisite power, authority and legal right and capacity to
execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform such Seller’s obligations hereunder
and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document
to which a Seller is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered by such
Seller 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 such Seller, enforceable
against such Seller in accordance with its terms, subject to the Enforceability Exceptions.


 


5.3              Ownership.
Sellers own good, valid and marketable title to the Purchased Shares, free and clear of any and all Liens (other than Permitted
Liens or the Company’s Organizational Documents), with each Seller owning the Purchased Shares set forth on Annex I.
There are no proxies, voting rights, shareholders’ agreements or other agreements or understandings, to which a Seller is a
party or by which a Seller is bound, with respect to the voting or transfer of any of such Seller’s Purchased Shares other
than this Agreement. Upon delivery of the Purchased Shares to the Purchaser on the Closing Date in accordance with this Agreement,
the entire legal and beneficial interest in the Purchased Shares and good, valid and marketable title to the Purchased Shares, free
and clear of all Liens (other than Permitted Liens or those incurred by the Purchaser), will pass to the Purchaser.


 






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5.4             
Non-Contravention. Except as otherwise described in Schedule 5.5, the execution and delivery by each Seller
of this Agreement and each Ancillary Document to which it is a party or otherwise bound and the consummation by such Seller of the transactions
contemplated hereby and thereby, and compliance by each Seller with any of the provisions hereof and thereof, will not, (a) conflict with
or violate any provision of any Seller’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities,
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 any Seller 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 Seller 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 upon any of the properties or assets of any Seller 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise bound, except for any deviations from
any of the foregoing clauses (a), (b) or (c) that has not had and would not reasonably be expected to have a Material Adverse Effect on
any Seller.


 


5.5             
No Litigation. There is no Action pending or, to the Knowledge of such Seller, threatened, nor any Order is outstanding,
against or involving any Seller or any of its officers, directors, managers, shareholders, properties, assets or businesses, whether at
law or in equity, before or by any Governmental Authority, which would reasonably be expected to adversely affect the ability of such
Seller to consummate the transactions contemplated by, and discharge its obligations under, this Agreement and the Ancillary Documents
to which such Seller is or is required to be a party.


 






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5.6              Investment
Representations for Sellers that are U.S. Persons. Each Seller that is a U.S. person (a “U.S. Seller”): (a) is an
 “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act; (b) is acquiring
its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution
of such Exchange Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or
more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not
been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held
indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state
securities Laws, unless exemptions from registration are available and (iii) are subject to additional restrictions on transfer
pursuant to such Seller’s Lock-Up Agreement; (d) is aware that an investment in the Purchaser is a speculative investment and
is subject to the risk of complete loss; and (e) acknowledges that except as set forth in the Registration Rights Agreement, the
Purchaser is under no obligation hereunder to register the Exchange Shares under the Securities Act. No Seller has any Contract with
any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares.
By reason of such Seller’s business or financial experience, or by reason of the business or financial experience of such
Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), each U.S.
Seller is capable of evaluating the risks and merits of an investment in the Purchaser and of protecting its interests in connection
with this investment. Each U.S. Seller has carefully read and understands all materials provided by or on behalf of the Purchaser or
its Representatives to such Seller or such Seller’s Representatives pertaining to an investment in the Purchaser and has
consulted, as such Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the
investment contemplated hereby and its suitability for such Seller. Each U.S. Seller acknowledges that the Exchange Shares are
subject to dilution for events not under the control of such Seller. Each Seller has completed its independent inquiry and has
relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal,
tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this
Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and, except as set forth
herein, has not relied upon any representations or advice by the Purchaser or its Representatives. Each U.S. Seller acknowledges and
agrees that, except as set forth in Article III (including the related portions of the Purchaser Disclosure Schedules), no
representations or warranties have been made by the Purchaser or any of its Representatives, and that such Seller has not been
guaranteed or represented to by any Person, (i) any specific amount or the event of the distribution of any cash, property or other
interest in the Purchaser or (ii) the profitability or value of the Exchange Shares in any manner whatsoever. Each U.S. Seller: (A)
has been represented by independent counsel (or has had the opportunity to consult with independent counsel and has declined to do
so); (B) has had the full right and opportunity to consult with such Seller’s attorneys and other advisors and has availed
itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it
fully explained to it or him by such counsel; (D) is fully aware of the contents hereof and the meaning, intent and legal effect
thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or undue
influence. Each U.S. Seller understands that the Exchange Shares it receives will bear the following legend:


 


“The
Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”)
or any state securities laws and neither any such securities or interest therein may not be offered, sold, pledged, assigned or otherwise
transferred except (1) pursuant to an effective registration statement under the Securities Act and applicable state securities laws or
(2) pursuant to an available exemption from the registration requirements of the Securities Act and applicable state securities laws.”


 






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5.7              Representations
for Sellers that are not U.S. Persons. Neither any Seller that is not a U.S. Person (a “non U.S. Seller”) nor its
Affiliates (for purposes of this Section 5.7 as defined in Regulation 501 under the Securities Act), nor any Persons acting on such
Seller’s or its Affiliates’ behalf, has engaged or will engage in any directed selling efforts with respect to any
Exchange Shares, and such Seller, its Affiliates, and any Person acting on such Seller’s or its Affiliates’ behalf, have
complied and will comply with the offering restrictions requirement of Regulation S. The Exchange Shares acquired by any non-U.S.
Seller have not been and will not be registered under the Securities Act, and may not be offered or sold within the United States or
to, or for the account or benefit of, U.S. persons except in accordance with Regulation S or pursuant to an exemption from the
registration requirements of the Securities Act. Each Seller represents, warrants and undertakes that it has not offered or sold,
and will not offer and sell any Exchange Shares (i) as part of their distribution at any time and (ii) otherwise until six months
after the Closing Date, except in accordance with Regulation S, and it has not and will not engage in any hedging transactions
involving Exchange Shares unless in compliance with the Securities Act. Each non-U.S. Seller also understands that the Exchange
Shares it receives will bear the following legend:


 


“ The securities
covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may
not be offered or sold except in accordance with the provisions of Regulation S under the Securities Act (“Regulation S”),
pursuant to registration under the Securities Act, or pursuant to an available exemption from registration. No hedging transaction can
be conducted with regard to the securities except as permitted by the Securities Act. Terms used above have the meanings given to them
by Regulation S.”


 


Capitalized terms used herein
that are defined in Regulation S under the Securities Act (“Regulation S”) shall have the meanings given such terms in Regulation
S. In the event of any conflict between a definition in Regulation S and a definition under this Agreement, the definition under Regulation
S shall govern for purposes of this Section 5.7.


 


5.8            
Finders and Brokers. No Seller, nor any of their respective Representatives on their behalf, has employed any broker,
finder or investment banker or incurred any liability for any brokerage fees, commissions, finders’ fees or similar fees in connection
with the transactions contemplated by this Agreement.


 


5.9           
Independent Investigation. Each Seller has conducted its own independent investigation, review and analysis of the
business, results of operations, prospects, condition (financial or otherwise) or assets of the 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 Purchaser
for such purpose. Each Seller 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 Purchaser set forth in this Agreement (including the related portions of the Purchaser Disclosure Schedules) and in any certificate
delivered to such Seller pursuant hereto; and (b) neither the Purchaser nor any of its Representatives have made any representation or
warranty as to the Purchaser 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 such Seller pursuant hereto.


 


5.10          Information
Supplied. None of the information supplied or to be supplied by any Seller expressly for inclusion or incorporation by reference
in any filings with the SEC or mailings to any shareholders 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 (subject to the
qualifications and limitation set forth in the materials provided by the Seller that is included in any such filings.
Notwithstanding the foregoing, no Seller makes any representation, warranty or covenant with respect to any information supplied by
or on behalf of the Purchaser or its Affiliates.


 






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ARTICLE
VI

COVENANTS


6.1          
Access and Information.


 


(a)              
During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement
in accordance with Section 9.1 or the Closing (the “Interim Period”), the Company shall give, and shall
cause its Representatives to give, the Purchaser and its authorized Representatives (which access will be under the supervision of the
Purchaser’s personnel), at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access
to all offices and other facilities and to all employees, properties, Contracts, 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, as the Purchaser or its Representatives may reasonably request regarding the Target Companies
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 use commercially reasonable efforts to cause each of the Company’s Representatives to reasonably cooperate
with the Purchaser and its Representatives in their investigation; provided, however, that the 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.
Notwithstanding anything herein to the contrary, Purchaser and its authorized Representatives shall not, without the prior written consent
of the Company, make inquiries of Persons having business relationships with the Company (including suppliers, customers and vendors)
regarding the Company or such business relationships.


 


(b)               During
the Interim Period, the Purchaser shall give, and shall cause its Representatives to give, the Company and its authorized
Representatives (which access will be under the supervision of the Company’s personnel), at reasonable times during normal
business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees,
properties, Contracts, 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 Purchaser or its
Subsidiaries, as the Company or its Representatives may reasonably request regarding the Purchaser, its Subsidiaries 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 use commercially reasonable efforts to cause each of the Purchaser’s
Representatives to reasonably cooperate with the Company and its 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 the Purchaser or any of its Subsidiaries.


 






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6.2         
Conduct of Business of the Company and the Sellers.


 


(a)          
Unless the Purchaser 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 as set forth on Schedule 6.2, each Target Company
shall use commercially reasonable efforts to, (i) conduct their respective businesses, in all material respects, in the ordinary course
of business consistent with past practice, (ii) comply in all material respects with all Laws applicable to the Target Companies (iii)
keep available the services of their respective managers, directors, officers and employees and consultants, all as consistent with past
practice and (iv) maintain, in all material respects, their existing relationships with all Top Customers and Top Vendors.


 


(b)          
Without limiting the generality of Section 6.2(a) and except as contemplated by the terms of this Agreement or as
set forth on Schedule 6.2, during the Interim Period, without the prior written consent of the Purchaser (such consent not to be
unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause its Subsidiaries to not:


 


(i)               
amend, waive or otherwise change, in any respect, its Organizational Documents;


 


(ii)          
authorize, commit or actually issue, grant, sell, pledge or dispose of any of its shares or other equity interests or any
options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its shares or other equity interests, 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;


 


(iii)            
split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in
respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof)
in respect of its shares or other equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire
any of its securities;


 


(iv)           
incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess
of $10,000,000 (individually or in the aggregate), make a loan or advance to or investment in any third party (other than advancement
of expenses to employees in the ordinary course of business consistent with past practice), or guarantee or endorse any Indebtedness,
Liability or obligation of any Person in excess of $10,000,000 (individually or in the aggregate);





 






    39


     


    

 


(v)           
 increase the wages, salaries or compensation of its employees other than in the ordinary course of business, consistent
with past practice, and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment
(whether in cash, property or securities) to any employee outside of the ordinary course of business, or materially increase other benefits
of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any
current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms
of any Company Benefit Plans or in the ordinary course of business consistent with past practice;


 


(vi)           
make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration,
investigation, audit or controversy relating to Taxes in excess of $1,000,000, file any amended Tax Return or claim for refund, or make
any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance
with GAAP;


 


(vii)           
transfer or license (other than in the ordinary course of business) to any Person or otherwise extend, materially amend
or modify, any of the 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 the Company Material Contracts set forth on Schedule 6.2 or
enter into any Contract with a value in excess of $500,000 that would be a Company Material Contract, in any case outside of the ordinary
course of business course of business consistent with past practice;


 


(ix)          
materially change its method of maintaining the Company’s books and records, except in the ordinary course of business,
consistent with past practice, or as may be necessary for compliance with GAAP;


 


(x)             
materially change the amount and scope of insurance coverage as are currently in effect;


 


(xi)           
materially revalue any of its material assets or make any material change in accounting methods, principles or practices,
except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors;


 


(xii)         
waive, release, assign, settle or compromise any claim, Action or proceeding (including any suit, Action, claim, proceeding
or investigation relating to this Agreement or the transactions contemplated hereby), resulting in damages or otherwise having a value
in excess of $5,000,000 (individually or in the aggregate)


 


(xiii)          
close or materially reduce the Company’s activities, or effect any layoff or other company-initiated personnel reduction
or change, at any of its facilities;


 


(xiv)          acquire,
including by merger, consolidation, acquisition of shares 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;


 






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(xv)          
make capital expenditures other than in the ordinary course or in excess of $5,000,000 (individually for any project (or
set of related projects) or $10,000,000 in the aggregate);


 


(xvi)         
adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or
other reorganization;


 


(xvii)        
voluntarily incur any Liability (whether absolute, accrued, contingent or otherwise) in excess of $5,000,000 individually
or $10,000,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan;


 


(xviii)       
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, other than (a) in the ordinary course consistent with
past practices, (b) if any such property or assets are at the end of their useful life or (c) individually in excess of $1,000,000;


 


(xix)          
enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company;


 


(xx)          
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;


 


(xxi)         
accelerate the collection of any trade receivables or delay the payment of trade payables or any other liabilities in advance
of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of business or (B) delay
or accelerate payment of any accounts payable in advance of its due date or the date such liability would have been paid in the ordinary
course of business;


 


(xxii)        
enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any
Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business
consistent with past practice); or


 


(xxiii)        
authorize or agree to do any of the foregoing actions.


 


(c)         Without
limiting Sections 6.2(a) and 6.2(b), during the Interim Period, without the prior written consent of Purchaser, (i)
the Company shall not issue any Company Shares, Company Options or other equity securities of the Company or options, warrants or
other rights to acquire, or that are exchangeable or convertible for any equity securities of the Company, and (ii) no Seller shall
sell, transfer or dispose of any Company Shares owned by such Seller, in either case of clauses (i) and (ii), unless the recipient
or transferee of such Company securities (the “New Seller”) executes and delivers to Purchaser, the
Company, the Purchaser Representative and the Seller Representative a joinder agreement in form and substance reasonably acceptable
to the Purchaser and the Company to become bound by the terms and conditions of this Agreement as a Seller hereunder, as well as
execute and deliver to the Purchaser, the Company, the Purchaser Representative and the Seller Representative any Ancillary
Documents which such New Seller would have been required to be a party or bound if such New Seller were a Seller on the date of this
Agreement. The Parties shall make any appropriate adjustments to Annex I and each Seller’s Pro Rata Share to account
for such New Seller.


 






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6.3          
Conduct of Business of the Purchaser.


 


(a)          
Unless the Company 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 as set forth on Schedule 6.3, the Purchaser shall,
and shall cause its 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 Purchaser and its Subsidiaries 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. Notwithstanding anything to the contrary in this Section 6.3, nothing in this Agreement shall prohibit or restrict the
Purchaser from extending, in accordance with the Purchaser Charter and IPO Prospectus, the deadline by which it much complete its Business
Combination (an “Extension”), and no consent of any other Party shall be required in connection therewith.


 


(b)          
Without limiting the generality of Section 6.3(a) and except (x) as contemplated by the terms of this Agreement,
(y) to the extent reasonably necessary or appropriate by the Purchaser, the incurrence of Expenses by the Purchaser or the borrowing or
financing of its Expenses or (z) as set forth on Schedule 6.3, during the Interim Period, without the prior written consent of
the Company (such consent not to be unreasonably withheld, conditioned or delayed), the Purchaser shall not, and shall cause its Subsidiaries
to not:


 


(i)                
amend, waive or otherwise change, in any respect, its Organizational Documents;


 


(ii)           
authorize, commit or actually issue, grant, sell, pledge or dispose of any of its shares or other equity interests or any
options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its shares or other equity interests, 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;


 


(iii)           
split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in
respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof)
in respect of its shares or other equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire
any of its securities;





 






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(iv)         
 incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in
excess of $100,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse
any Indebtedness, Liability or obligation of any Person;


 


(v)            
make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration,
investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in
its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP;


 


(vi)           
amend, waive or otherwise change the Trust Agreement in any manner adverse to the Purchaser;


 


(vii)          
terminate, waive or assign any material right under any Purchaser Material Contract or enter into any Contract that would
be a 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 material assets or make any change in accounting methods, principles or practices, except to the extent
required to comply with GAAP and after consulting the Purchaser’s outside auditors;


 


(xii)         
waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding
or investigation 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 Purchaser or its Subsidiary) 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 shares 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 $10,000 individually for any project (or set of related projects) or $250,000 in
the aggregate (excluding for the avoidance of doubt, incurring any Expenses);





 






    43


     


    

 


(xv)         
 adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or
other reorganization;


 


(xvi)         
voluntarily incur any Liability (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually
or $250,000 in the aggregate (excluding the incurrence of any 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 6.3
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.


 


6.4          
Annual and Interim Financial Statements. During the Interim Period, within thirty (30) calendar days following the
end of each three-month quarterly period and each fiscal year, the Company shall deliver to the Purchaser an unaudited consolidated income
statement and an unaudited consolidated balance sheet of the Target Companies for the period from the Interim Balance Sheet Date through
the end of such calendar month, quarterly period or fiscal year and the applicable comparative period in the preceding fiscal year, in
each case accompanied by a certificate of the Chief Financial Officer of the Company to the effect that all such financial statements
fairly present the consolidated financial position and results of operations of the Target Companies as of the date or for the periods
indicated, in accordance with GAAP, subject to year-end audit adjustments and excluding footnotes. During the Interim Period, the Company
will also promptly deliver to the Purchaser copies of any, audited financial statements of the Target Companies that a certified public
accountant of any Target Company may issue.


 


6.5          
Purchaser Public Filings. During the Interim Period, the Purchaser will 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 to maintain the listing of the Purchaser Public Units, the Purchaser Class A Ordinary Shares, the Purchaser Public Warrants and
the Purchaser Public Rights on Nasdaq; provided, that the Parties acknowledge and agree that from and after the Closing, Purchaser intends
to list on Nasdaq only the Purchaser Class A Ordinary Shares and the Purchaser Public Warrants.


 


6.6          
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, the Sellers and their
respective Affiliates, a transaction (other than the transactions contemplated by this Agreement) concerning the sale of (x) all or
substantially all of the assets of any Target Company (other than in the ordinary course of business consistent with past practice)
or (y) any of the shares or other equity interests or profits of any Target Company, 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 the Purchaser and its Affiliates, a transaction (other than the
transactions contemplated by this Agreement) concerning a Business Combination for Purchaser.


 






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(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 to not, without
the prior written consent of the Company and the Purchaser, directly or indirectly, (i) solicit, assist, initiate or 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 with respect to any Seller, any Target Company) 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 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.


 


(c)              
Each Party shall notify the others as promptly as practicable (and in any event within 48 hours) orally and in writing of
the receipt by such Party or any of its Representatives (or with respect to the Company, any Seller) of (i) any bona fide inquiries, proposals
or offers, requests for information or requests for discussions or negotiations regarding or constituting any Acquisition Proposal, and
(ii) any request for non-public information relating to such Party or its Affiliates (or with respect to any Seller, any Target Company),
specifying in each case, the material terms and conditions thereof (including a copy thereof if in writing or a written summary thereof
if oral) and the identity of the party making such inquiry, proposal, offer or request for information. Each Party shall keep the others
promptly informed of the status of any such inquiries, proposals, offers or requests for information. During the Interim Period, each
Party shall, and shall cause its Representatives to, immediately cease and cause to be terminated any solicitations, discussions or negotiations
with any Person with respect to any Acquisition Proposal and shall, and shall direct its Representatives to, cease and terminate any such
solicitations, discussions or negotiations.


 


6.7           No
Trading. The Company and the Sellers each acknowledge and agree that it is aware, and that their respective Affiliates are aware
(and each of their respective Representatives is aware or, upon receipt of any material nonpublic information of the Purchaser, will
be advised) of the restrictions imposed by 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 and the Sellers each hereby agree that, while
it is in possession of such material nonpublic information, each of the Company and Sellers shall not purchase or sell any
securities of the Purchaser (other than acquire the Exchange Shares 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.


 






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6.8          
Notification of Certain Matters. During the Interim Period, each of the Parties shall give prompt notice to the other
Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): (a) fails to comply with or satisfy any covenant,
condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) 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 non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller); (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 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, with respect to the Company, any Seller), 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 (or, with respect to the Company, any Seller) 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.


 


6.9          
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 6.9(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.


 






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(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. 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.


 






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(d)              
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.


 


(e)              
Notwithstanding anything herein to the contrary, no Party shall be required to agree to any term, condition or modification
with respect to obtaining any Consents in connection with the transactions contemplated by this Agreement that would result in, or would
be reasonably likely to result in: (i) a Material Adverse Effect to such Party or its Affiliates, or (ii) such Party having to cease,
sell or otherwise dispose of any material assets or businesses (including the requirement that any such assets or business be held separate).


 


6.10        
Further Assurances. The Parties hereto shall further cooperate with each other and use their respective commercially
reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on
their part under this Agreement and applicable Laws to consummate the transactions contemplated by this Agreement as soon as reasonably
practicable, including preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other
filings.


 


6.11        
Proxy Statement/Tender Offer.


 


(a)               As
promptly as practicable after the date hereof the Purchaser shall prepare with the reasonable assistance of the Company and the
Sellers, and file with the SEC, (x) a proxy statement (as amended or supplemented from time to time, the “Proxy
Statement”) calling a special meeting of the Purchaser’s shareholders (the “Shareholder
Meeting”) or, in addition to or in lieu thereof, (y) an Offer to Purchase (the “Offer to
Purchase”) to commence a tender offer, in either case, offering to redeem from its Public Shareholders their Purchaser
Class A Ordinary Shares in accordance with the Purchaser Charter and the IPO Prospectus (the “Closing
Redemption”) (the Proxy Statement and/or the Offer to Purchase, together with the documents included or referred to
therein pursuant to which the Closing Redemption will be made, with any additional soliciting materials, supplements, amendments
and/or exhibits thereto, the “Solicitation Documents”), and each of the Purchaser and the Company shall
use its commercially reasonable efforts to obtain and furnish the information required by the Exchange Act to be included in the
Solicitation Documents all in accordance with and as required by the Purchaser’s Organizational Documents, the IPO Prospectus,
applicable Law and any applicable rules and regulations of the SEC and Nasdaq. In the Solicitation Documents, the Purchaser shall
seek (i) if required, the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein by
the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organizational Documents, the Cayman Islands Act,
and the rules and regulations of the SEC and Nasdaq, (ii) if required to be approved by the Purchaser’s shareholders, adoption
and approval by way of Special Resolution (as such term is defined in the Purchaser Charter) of a Third Amended and Restated
Memorandum of Association and Fourth Amended and Restated Articles of Association of Purchaser in form and substance reasonably
acceptable to the Purchaser and the Company (the “Amended Charter”), which Amended Charter will, among
other things, change the name of the Purchaser effective as of the Closing to “Giga Energy Ltd.” and increase the number
of authorized shares of Purchaser Ordinary Shares for issuance, (iii) the adoption and approval of the new omnibus equity incentive
plan for the Purchaser in form and substance reasonably acceptable to the Purchaser and the Company (the “Incentive
Plan”), that provides for the grant of awards to employees and other certain Representatives of the Purchaser and its
Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on Purchaser
Ordinary Shares, with the total awards under the Incentive Plan being equal to twenty percent (20%) of the aggregate number of
Purchaser Ordinary Shares issued and outstanding immediately after the Closing, (iv) to appoint the members of the Post-Closing
Purchaser Board in accordance with Section 6.16 hereof, (v) to obtain any and all other approvals necessary or desirable to
effect the consummation of the transactions contemplated by this Agreement and the Ancillary Documents (the approvals described in
the foregoing clauses (i) through (v), collectively, the “Shareholder Approval Matters”), and (vi) the
adjournment of the Shareholder Meeting, if necessary or appropriate in the reasonable determination of the Purchaser. If on the date
for which the Shareholder Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to
obtain the Required Shareholder Vote, whether or not a quorum is present, the Purchaser may make one or more successive
postponements or adjournments of the Shareholder Meeting. In connection with the Solicitation Documents, the Purchaser will also
file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with
applicable Law and applicable proxy solicitation rules set forth in the Purchaser’s Organizational Documents, the Cayman
Islands Act and the rules and regulations of the SEC and Nasdaq.


 






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(b)               Except
with respect to the information provided by or on behalf of the Target Companies or the Sellers for inclusion in the Solicitation
Documents, the Purchaser shall ensure that, when filed, the Solicitation Documents will comply in all material respects with the
requirements of the Exchange Act and the rules and regulations thereunder. The Purchaser shall cause the Solicitation Documents to
be disseminated as promptly as practicable after receiving clearance from the SEC to the Purchaser’s equity holders as and to
the extent such dissemination is required by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq
promulgated thereunder or otherwise (the “Federal Securities Laws”). The Company and the Sellers shall
promptly provide to the Purchaser such information concerning the Sellers, the Target Companies and their respective businesses,
operations, condition (financial or otherwise), assets, Liabilities, properties, equity holders officers, directors and employees as
is either required by Federal Securities Laws or reasonably requested by the Purchaser for inclusion in the Solicitation Documents,
which information provided by the Company and the Sellers shall be true and correct and not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under
which they were made, not materially misleading. Subject to compliance by the Company and the Sellers with the immediately preceding
sentence with respect to the information provided or to be provided by or on behalf of them for inclusion in the Solicitation
Documents, the Purchaser shall cause the Solicitation Documents to comply in all material respects with the Federal Securities Laws.
The Purchaser shall provide copies of the proposed forms of the Solicitation Documents (including, in each case, any amendments or
supplements thereto) to the Company such that the Company and its Representatives are afforded a reasonable amount of time prior to
the dissemination or filing thereof to review such material and comment thereon prior to such dissemination or filing, and the
Purchaser shall reasonably consider in good faith any comments of the Company and its Representatives. The Purchaser, the Company,
the Sellers and their respective Representatives shall respond promptly to any comments of the SEC or its staff with respect to the
Closing Redemption or the Solicitation Documents and promptly correct any information provided by such Party for use in the
Solicitation Documents if and to the extent that such information shall have become false or misleading in any material respect or
as otherwise required by the Federal Securities Laws. The Purchaser shall amend or supplement the Solicitation Documents and cause
the Solicitation Documents, as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of
Purchaser Class A Ordinary Shares, in each case as and to the extent required by the Federal Securities Laws and subject to the
terms and conditions of this Agreement and the Purchaser Organizational Documents. The Purchaser shall provide the Company and its
Representatives with copies of any written comments, and shall inform them of any material oral comments, that the Purchaser or any
of its Representatives receive from the SEC or its staff with respect to the Closing Redemption or the Solicitation Documents
promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review
and comment on any proposed written or material oral responses to such comments. The Company and the Sellers shall, and shall cause
each of the Target Companies to, make their respective directors, officers and employees, upon reasonable advance notice, available
to the Purchaser and its Representatives in connection with the drafting of the public filings with respect to the transactions
contemplated by this Agreement, including the Solicitation Documents, and responding in a timely manner to comments from the SEC. As
promptly as reasonably practicable after the Solicitation Documents have “cleared” comments from the SEC, the Purchaser
shall cause the definitive Solicitation Documents to be filed with the SEC and disseminated to the holders of Purchaser Class A
Ordinary Shares.


 


(c)              
If at any time prior to the Closing, any information relating to the Purchaser, on the one hand, or any of the Target Companies
or Sellers, on the other hand, or any of their respective Affiliates, businesses, operations, condition (financial or otherwise), assets,
Liabilities, properties, officers, directors or employees, should be discovered by the Purchaser, on the one hand, or any of the Target
Companies or Sellers, on the other hand, that should be set forth in an amendment or supplement to the Solicitation Documents, so that
such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly
notify each other Party and shall cooperate with the other Parties to ensure that an appropriate amendment or supplement describing such
information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the Purchaser’s shareholders.





 






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6.12         Public
Announcements.


 


(a)              
The Parties agree that, during the Interim Period, no public release, filing or announcement concerning this Agreement or
the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without
the prior written consent of the Purchaser, the Company and the Purchaser Representative and the Seller Representative (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)              
The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any
event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing
Press Release”). Promptly after the issuance of the Signing Press Release (but in any event within four (4) Business Days
after the execution of this Agreement), 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 review,
comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) 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 (but in any event within four (4) Business Days after the Closing), the Purchaser
shall prepare and 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 the Seller Representative and the Purchaser Representative 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 or any Governmental Authority in connection with the transactions contemplated hereby.


 


6.13        
Confidential Information.


 


(a)               The
Company and the Sellers hereby agree that during the Interim Period and, in the event that this Agreement is terminated in
accordance with Article IX, for a period of two (2) years after such termination, they shall, and shall cause their
respective Representatives to: (i) treat and hold in strict confidence any Purchaser 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 their obligations hereunder or thereunder, 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 the Purchaser’s prior written consent; and (ii) in the event that the Company, any Seller or
any of their respective Representatives, during the Interim Period or, in the event that this Agreement is terminated in accordance
with Article IX, for a period of two (2) years after such termination, becomes legally compelled to disclose any Purchaser
Confidential Information, (A) provide the Purchaser to the extent legally permitted with prompt written notice of such requirement
so that the Purchaser or an Affiliate thereof may seek, at the Purchaser’s cost, a protective Order or other remedy or waive
compliance with this Section 6.13(a), and (B) in the event that such protective Order or other remedy is not obtained, or the
Purchaser waives compliance with this Section 6.13(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 and the Sellers shall, and
shall cause their respective Representatives to, promptly deliver to the Purchaser or destroy (at the Company’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.


 






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(b)              
The Purchaser hereby agrees that during the Interim Period and, in the event that this Agreement is terminated in accordance
with Article IX, for a period of two (2) years after such termination, it shall, and shall cause its Representatives to: (i) treat
and hold in strict confidence any Company Confidential Information, 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 the Purchaser or any of its Representatives, during the Interim Period or, in the event that this Agreement is terminated in accordance
with Article IX, for a period of two (2) years after such termination, becomes legally compelled to disclose any Company Confidential
Information, (A) provide the Company to the extent legally permitted with prompt written notice of such requirement so that the Company,
a Seller or an Affiliate of any of them may seek, at the Company’s sole expense, a protective Order or other remedy or waive compliance
with this Section 6.13(b), and (B) in the event that such protective Order or other remedy is not obtained, or the Company waives
compliance with this Section 6.13(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, the Purchaser shall, and shall cause its Representatives to, promptly deliver to
the Company or destroy (at the 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. Notwithstanding
the foregoing, the Purchaser and its Representatives shall be permitted to disclose any and all Company Confidential Information to the
extent required by the Federal Securities Laws.





 






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6.14         Litigation
Support. Following the Closing, in the event that and for so long as any Party is actively contesting or defending against any third
party or Governmental Authority Action in connection with any fact, situation, circumstance, status, condition, activity, practice, plan,
occurrence, event, incident, action, failure to act or transaction that existing on or prior to the Closing Date involving the Purchaser
or any Target Company, each of the other Parties will (i) reasonably cooperate with the contesting or defending party and its counsel
in the contest or defense, (ii) make available its personnel at reasonable times and upon reasonable notice and (iii) provide (A) such
testimony and (B) access to its non-privileged books and records as may be reasonably requested in connection with the contest or defense,
at the sole cost and expense of the contesting or defending party (unless such contesting or defending party is entitled to indemnification
therefor under Article VII in which case, the costs and expense will be borne by the parties as set forth in Article VII).


 


6.15        
Documents and Information. After the Closing Date, the Purchaser shall, and shall cause its Subsidiaries (including
the Target Companies) to, until the seventh (7th) anniversary of the Closing Date, retain all books, records and other documents
pertaining to the business of the Company and its Subsidiaries in existence on the Closing Date and make the same available for inspection
and copying by the Purchaser Representative during normal business hours of the Company and its Subsidiaries, as applicable, upon reasonable
request and upon reasonable notice. No such books, records or documents shall be destroyed after the seventh (7th) anniversary
of the Closing Date by the Purchaser or its Subsidiaries (including any Target Company) without first advising the Purchaser Representative
in writing and giving the Purchaser Representative a reasonable opportunity to obtain possession thereof.


 


6.16        
Post-Closing Board of Directors and Executive Officers.


 


(a)               The
Parties shall take all necessary action, including causing the directors of the Purchaser to resign, so that effective as of the
Closing, the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will consist of
seven (7) individuals. Effective upon or immediately after the Closing, and subject to the Required Shareholder Vote, the Parties
shall take all necessary action to designate and appoint to the Post-Closing Purchaser Board, (i) the four (4) persons who have been
nominated by the Company prior to the Closing (the “Company Directors”) and (ii) three (3) persons who
have been nominated by the Purchaser prior to the Closing (the “Purchaser Director”). At least two (2) of
the Purchaser Directors and at least two (2) of the Company Directors shall qualify as independent directors under applicable Nasdaq
rules. Pursuant to the Amended Charter as in effect as of the Closing, the Post-Closing Purchaser Board will be a classified board
with three classes of directors, with (I) one class of directors, the Class I Directors, initially serving a one (1) year term, such
term effective from the Closing (but any subsequent Class I Directors serving a three (3) year term), (II) a second class of
directors, the Class II Directors, initially serving a two (2) year term, such term effective from the Closing (but any subsequent
Class II Directors serving a three (3) year term), and (III) a third class of directors, the Class III Directors, serving a three
(3) year term, such term effective from the Closing. The Purchaser Director shall be Class I Directors. In accordance with the
Amended Charter as in effect at the Closing, no director on the Post-Closing Purchaser Board may be removed without cause. The
Parties also agree to cause the board of directors of the Company following the Closing to be identical to that of the Post-Closing
Purchaser Board. At or prior to the Closing, the post-Closing Purchaser will provide each Purchaser Director with a customary
director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director.


 






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(b)            
The Parties shall take all action necessary, including causing the executive officers of the Purchaser to resign, so that
the individuals serving as executive officers of the Purchaser immediately after the Closing will be the same individuals (in the same
offices) as those of the Company immediately prior to the Closing.


 


(c)              
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 the Purchaser and each Person who served as a director, officer, member, trustee or fiduciary of another
corporation, partnership, joint venture, trust at the request of the Purchaser (the “D&O Indemnified Persons”)
as provided in the Purchaser’s Organizational Documents or under any indemnification, employment or other similar agreements between
any D&O Indemnified Person and the Purchaser, 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 Closing, Purchaser shall cause its Organizational Documents 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 Purchaser to the extent permitted by applicable Law. The provisions of this Section
6.16(c) 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.


 


6.17        
Use of Trust Account Proceeds. The Parties agree that after the Closing, the funds in the Trust Account, after taking
into account payments for the Closing Redemption, shall first be used (i) to pay the Purchaser’s accrued Expenses, (ii) to pay the
Purchaser’s deferred Expenses (including any legal fees) of the IPO and (iii) to pay for any loans or other outstanding obligations
owed by the Purchaser to the Sponsor. Such amounts, as well as any Expenses that are required or permitted to be paid by delivery of the
Purchaser’s securities, will be paid at the Closing. Any remaining cash will be used for general corporate purposes.


 


6.18        
Reserved.


 


6.19        
Tax Matters.


 


(a)               The
Purchaser, the Company, Sellers and their respective Affiliates will cooperate fully, as and to the extent reasonably requested by
the other Parties, in connection with any Tax matters relating to the Target Companies (including by the provision of reasonably
relevant records or information). The Party requesting such cooperation will pay the reasonable out-of-pocket expenses of the other
Party in connection with such efforts. Purchaser shall control any audit or other proceeding in respect of any Tax Return or Taxes
of the Company and any of its Subsidiaries (a “Tax Contest”); provided, that: (a) the Seller
Representative shall have the right to participate in any such Tax Contest to the extent that it relates to Taxes for which the
Sellers may be liable pursuant to Article VI; and (b) the Purchaser shall not allow the Company or any Subsidiary to settle or
otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for which the Sellers may be liable
pursuant to Article VI without the prior written consent of the Seller Representative (which will not be unreasonably withheld,
conditioned or delayed). The Purchaser will provide notice to the Seller Representative of any inquiries made by any Governmental
Authority (including any proposed or actual assessments or reassessments) to the extent that the subject matter thereof would
reasonably be expected to give rise to a right of indemnification under this Agreement (a “Tax Claim”).
The Purchaser will advise the Seller Representative of the substance of any such inquiries or discussions and provide the Seller
Representative with copies of any written communications from any Governmental Authority relating to such inquiries or discussions
within five (5) Business Days of receiving the details of a Tax Claim.


 






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(b)              
PRC Tax Bulletin No. 7.


 


(i)                
The Parties hereby acknowledge, covenant and agree that (x) the Purchaser shall have no obligation to pay any Tax assessed
by the applicable PRC Governmental Authority on the Sellers, or any other Tax of a nature that is required by applicable Law to be paid
by the Sellers with respect to the sale of the Purchased Shares pursuant to this Agreement, and (y) the Sellers agree to bear and pay
any Tax assessed by the applicable PRC Governmental Authority on any Target Company with respect to the sale of the Purchased Shares pursuant
to this Agreement.


 


(ii)             
The Sellers shall (x) at their own expense, as soon as possible within thirty (30) days following the date of this Agreement
and prior to the Closing Date, report the sale of the Purchased Shares to the applicable PRC Governmental Authority in accordance with
the reporting provisions under the PRC State Administration of Taxation’s Bulletin on Several Issues of Enterprise Income Tax on
Income Arising from Indirect Transfers of Property by Non-resident Enterprises (the PRC State Administration of Taxation Bulletin [2015]
No. 7, dated February 3, 2015, as amended, supplemented, modified or interpreted from time to time by any implementing rules and regulations,
and any successor rule or regulation thereof under the Laws of the PRC, the “PRC Tax Bulletin No. 7”) (and make
such filings and disclosures in accordance therewith) and (y) timely pay any Tax assessed by the applicable PRC Governmental Authority
(to the extent that such PRC Governmental Authority requires any Taxes to be paid) on any Target Company with respect to the transactions
contemplated under this Agreement in accordance with applicable Law. After such Tax reporting, the Target Companies and Sellers agree
to use their commercially reasonable efforts to promptly submit all documents lawfully requested by the applicable PRC Governmental Authority
in connection with such Tax reporting and shall deliver to the Purchaser a duplicate of the PRC Tax Bulletin No. 7 filing documents as
well as a copy of proof issued by the applicable PRC Governmental Authority with respect to any Tax payment made by the Sellers pursuant
to this subsection (ii) (or written assessment notice issued by the PRC Governmental Authority if payment is not required).


 


(iii)           
The Purchaser shall have the right, but is under no obligation, to make applicable tax filings with a relevant PRC Governmental
Authority, and the Sellers and the Target Companies shall cooperate in good faith in the Purchaser’s filing, if any, and provide
all necessary assistance and information of the Sellers and the Target Companies to the Purchaser in a timely manner, provided that the
Purchaser’s failure to so make the filings shall not relieve the Sellers from any obligation to indemnify, defend and hold harmless
the Purchaser in this regard.


 






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ARTICLE
VII


SURVIVAL AND INDEMNIFICATION


 


7.1             
Survival.


 


(a)              
All representations and warranties of the Company and the Sellers contained in this Agreement (including all schedules and
exhibits hereto and all certificates, documents, instruments and undertakings furnished pursuant to this Agreement) shall survive the
Closing through and until and including the Expiration Date; provided, however, that (i) the representations and warranties contained
in Sections 4.13 (Intellectual Property), 4.14 (Taxes and Returns), 4.18 (Benefit Plans), 4.19 (Environmental
Matters), shall survive until sixty (60) days after the expiration of the applicable statute of limitations, and (ii) the representations
and warranties contained in Sections 4.1 (Organization and Standing), 4.2 (Authorization; Binding Agreement), 4.3
(Capitalization), 4.4 (Subsidiaries), 4.28 (Finders and Brokers), 4.29 (Independent Investigation), 5.1 (Organization
and Standing), 5.2 (Authorization; Binding Agreement), 5.3 (Ownership), 5.6 (Investment Representations), 5.8
(Finders and Brokers) and 5.9 (Independent Investigation) will survive indefinitely (such representations and warranties referenced
in clause (ii), collectively, the “Special Representations”). Additionally, Fraud Claims relating to any Target
Company or any Seller shall survive indefinitely. If written notice of a claim for breach of any representation or warranty has been given
before the applicable date when such representation or warranty no longer survives in accordance with this Section 7.1(a), then
the relevant representations and warranties shall survive as to such claim, until the claim has been finally resolved. All covenants,
obligations and agreements of the Company and the Sellers contained in this Agreement (including all schedules and exhibits hereto and
all certificates, documents, instruments and undertakings furnished by the Company, any Seller or the Seller Representative pursuant to
this Agreement), including any indemnification obligations, shall survive the Closing and continue until fully performed in accordance
with their terms. For the avoidance of doubt, a claim for indemnification under any subsection of Section 7.2 other than clauses
(a) or (b) thereof may be made at any time.


 


(b)              
The representations and warranties of the Purchaser contained in this Agreement or in any certificate or instrument delivered
by or on behalf of the Purchaser or the Purchaser Representative pursuant to this Agreement shall not survive the Closing, and from and
after the Closing, the Purchaser, the Purchaser Representative and their respective Representatives shall not have any further obligations,
nor shall any claim be asserted or action be brought against the Purchaser, the Purchaser Representative or their respective Representatives
with respect thereto. The covenants and agreements made by the Purchaser and/or the Purchaser Representative in this Agreement or in any
certificate or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such covenants or agreements,
shall not survive the Closing, except for those covenants and agreements contained herein and therein that by their terms apply or are
to be performed in whole or in part after the Closing (which such covenants shall survive the Closing and continue until fully performed
in accordance with their terms).


 






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7.2              Indemnification
by the Sellers. Subject to the terms and conditions of this Article VII, from and after the Closing, the Sellers and
their respective successors and assigns (each, with respect to any claim made pursuant to this Section 7.2, an
 “Indemnitor”) will severally and not jointly indemnify, defend and hold harmless the Purchaser, the
Purchaser Representative and their respective Affiliates and their respective officers, directors, managers, employees, successors
and permitted assigns (each, with respect to any claim made pursuant to this Section 7.2, an
 “Indemnitee”) from and against any and all losses, Actions, Orders, Liabilities, damages (including
consequential damages), diminution in value, Taxes, interest, penalties, Liens that would not otherwise arise, and amounts paid in
settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees
and expenses) (any of the foregoing, a “Loss”) paid, suffered or incurred by, or imposed upon, any
Indemnitee to the extent arising in whole or in part out of or resulting directly or indirectly from (whether or not involving a
Third Party Claim): (a) the breach of any representation or warranty made by the Company or any Seller set forth in this Agreement
or in any certificate delivered by the Company or any Seller pursuant to this Agreement; (b) the breach of any covenant or agreement
on the part of any Seller, the Company or, with respect to covenants or agreements to be performed after the Closing, the Purchaser,
set forth in this Agreement or in any certificate delivered by the Company, any Seller or the Purchaser pursuant to this Agreement;
(c); (c) any Action by Person(s) who were holders of equity securities of a Target Company, including options, warrants, convertible
debt or other convertible securities or other rights to acquire equity securities of a Target Company, prior to the Closing arising
out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such securities; or (d) any
Indebtedness of the Target Companies and/or Transaction Expenses as of the Reference Time which were not shown on the final Closing
Statement as finally determined pursuant to Section 1.5.


 


7.3             
Limitations and General Indemnification Provisions.


 


(a)              
Except as otherwise expressly provided in this Article VII, the Indemnitees will not be entitled to receive any indemnification
payments under clause (a) of Section 7.2 unless and until the aggregate amount of Losses incurred by the Indemnitees for which
they are otherwise entitled to indemnification under this Article VII exceeds Thirty Four Million Five Hundred Thousand U.S. Dollars
($34,500,000) (the “Basket”), in which case the Indemnitors shall be obligated to the Indemnitees for the amount
of all Losses of the Indemnitees from the first dollar of Losses of the Indemnitees required to reach the Basket; provided, however,
that the Basket shall not apply to (i) indemnification claims for breaches of any Special Representation or (ii) Fraud Claims.


 


(b)              
The maximum aggregate amount of indemnification payments to which the Indemnitors will be obligated to pay in the aggregate
(i) under clause (a) of Section 7.2 (other than claims for breach of any Special Representations or any Fraud Claims) shall not
exceed an amount equal to the value of the Escrow Property in the Escrow Account in accordance with this Agreement or (ii) for claims
for breach of any Special Representations or any Fraud Claims shall not exceed an amount equal to the Company Valuation.


 


(c)              
[Reserved]


 


(d)              
[Reserved].


 


(e)               The
amount of any Losses suffered or incurred by any Indemnitee shall be reduced by the amount of any insurance proceeds paid to the
Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any
insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of
the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment.


 






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(f)               
Nothing in this Agreement in any way restricts or limits the general obligation at Law of an Indemnified Party to mitigate
any loss that it may suffer or incur by reason of the breach by an Indemnifying Party of any representation, warranty, covenant or obligation
of the Indemnifying Party under this Agreement. If any Claim can be reduced by any recovery, settlement or otherwise under or pursuant
to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other Person, the Indemnified Party
shall take commercially reasonable steps to enforce such recovery, settlement or payment and the amount of any Damages of the Indemnified
Party will be reduced by the amount of insurance proceeds actually recoverable by the Indemnified Party.


 


(g)              
Notwithstanding anything to the contrary contained herein, no Seller will have any indemnification obligations under Section
7.2 for any Loss to the extent that the amount of such Loss is included in the calculation of the Closing Net Indebtedness, Net Working
Capital or Transaction Expenses and resulted in a change to the Adjustment Amount determined in accordance with Section 1.5.


 


7.4             
Indemnification Procedures.


 


(a)              
The Purchaser Representative shall have the sole right to act on behalf of the Indemnitees with respect to any indemnification
claims made pursuant to this Article VII, including bringing and settling any indemnification claims hereunder and receiving any
notices on behalf of the Indemnitees. The Seller Representative shall have the sole right to act on behalf of the Indemnitors with respect
to any indemnification claims made pursuant to this Article VII, including defending and settling any indemnification claims hereunder
and receiving any notices on behalf of the Indemnitors.


 


(b)              
In order to make a claim for indemnification hereunder, the Purchaser Representative on behalf of an Indemnitee must provide
written notice (a “Claim Notice”) of such claim to the Seller Representative on behalf of the Indemnitors and,
prior to the Expiration Date, the Escrow Agent, which Claim Notice shall include (i) a reasonable description of the facts and circumstances
which relate to the subject matter of such indemnification claim to the extent then known and (ii) the amount of Losses suffered by the
Indemnitee in connection with the claim to the extent known or reasonably estimable (provided, that the Purchaser Representative may thereafter
in good faith adjust the amount of Losses with respect to the claim by providing a revised Claim Notice to the Seller Representative (and,
so long as any Escrow Property remains in the Escrow Account, the Escrow Agent); provided, that the copy of any Claim Notice provided
to the Escrow Agent shall be redacted for any confidential or proprietary information of the Indemnitor or the Indemnitee described in
clause (i).


 






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(c)               In
the case of any claim for indemnification under this Article VII arising from a claim of a third party (including any
Governmental Authority) (a “Third Party Claim”), the Purchaser Representative must give a Claim Notice
with respect to such Third Party Claim to the Seller Representative promptly (but in no event later than thirty (30) days) after the
Indemnitee’s receipt of notice of such Third Party Claim; provided, that the failure to give such notice will not
relieve the Indemnitor of its indemnification obligations except to the extent that the defense of such Third Party Claim is
materially and irrevocably prejudiced by the failure to give such notice. The Seller Representative will have the right to defend
and to direct the defense against any such Third Party Claim in its name and at its expense, and with counsel selected by the Seller
Representative unless (i) the Seller Representative fails to acknowledge fully to the Purchaser Representative the obligations of
the Indemnitor to the Indemnitee within twenty (20) days after receiving notice of such Third Party Claim or contests, in whole or
in part, its indemnification obligations therefor or (ii) at any time while such Third Party Claim is pending, (A) there is a
conflict of interest between the Seller Representative on behalf of the Indemnitor and the Purchaser Representative on behalf of the
Indemnitee in the conduct of such defense, (B) the applicable third party alleges a Fraud Claim, (C) such claim is criminal in
nature, could reasonably be expected to lead to criminal proceedings, or seeks an injunction or other equitable relief against the
Indemnitee or (D) the amount of the Third Party Claim exceeds or is reasonably expected to exceed the value of the remaining Escrow
Property in the Escrow Account (after deducting any amounts for pending but unresolved indemnification claims and resolved but
unpaid indemnification claims). If the Seller Representative on behalf of the Indemnitor elects, and is entitled, to compromise or
defend such Third Party Claim, it will within twenty (20) days (or sooner, if the nature of the Third Party Claim so requires)
notify the Purchaser Representative of its intent to do so, and the Purchaser Representative and the Indemnitee will, at the request
and expense of the Seller Representative on behalf of the Indemnitor, cooperate in the defense of such Third Party Claim. If the
Seller Representative on behalf of the Indemnitor elects not to, or at any time is not entitled under this Section 7.4 to,
compromise or defend such Third Party Claim, fails to notify the Purchaser Representative of its election as herein provided or
refuses to acknowledge or contests its obligation to indemnify under this Agreement, the Purchaser Representative on behalf of the
Indemnitee may pay, compromise or defend such Third Party Claim. Notwithstanding anything to the contrary contained herein, the
Indemnitor will have no indemnification obligations with respect to any such Third Party Claim which is settled by the Indemnitee or
the Purchaser Representative without the prior written consent of the Seller Representative on behalf of the Indemnitor (which
consent will not be unreasonably withheld, delayed or conditioned); provided, however, that notwithstanding the
foregoing, the Indemnitee will not be required to refrain from paying any Third Party Claim which has matured by a final,
non-appealable Order, nor will it be required to refrain from paying any Third Party Claim where the delay in paying such claim
would result in the foreclosure of a Lien upon any of the property or assets then held by the Indemnitee or where any delay in
payment would cause the Indemnitee material economic loss. The Seller Representative’s right on behalf of the Indemnitor to
direct the defense will include the right to compromise or enter into an agreement settling any Third Party Claim; provided,
that no such compromise or settlement will obligate the Indemnitee to agree to any settlement that that requires the taking or
restriction of any action (including the payment of money and competition restrictions) by the Indemnitee other than the execution
of a release for such Third Party Claim and/or agreeing to be subject to customary confidentiality obligations in connection
therewith, except with the prior written consent of the Purchaser Representative on behalf of the Indemnitee (such consent to be
withheld, conditioned or delayed only for a good faith reason). Notwithstanding the Seller Representative’s right on behalf of
the Indemnitor to compromise or settle in accordance with the immediately preceding sentence, the Seller Representative on behalf of
the Indemnitor may not settle or compromise any Third Party Claim over the objection of the Purchaser Representative on behalf of
the Indemnitee; provided, however, that consent by the Purchaser Representative on behalf of the Indemnitee to settlement or
compromise will not be unreasonably withheld, delayed or conditioned. The Purchaser Representative on behalf of the Indemnitee will
have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Seller
Representative’s right on behalf of the Indemnitor to direct the defense.


 






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(d)              
With respect to any direct indemnification claim that is not a Third Party Claim, the Seller Representative on behalf of
the Indemnitor will have a period of thirty (30) days after receipt of the Claim Notice to respond thereto. If the Seller Representative
on behalf of the Indemnitor does not respond within such thirty (30) days, the Seller Representative on behalf of the Indemnitor will
be deemed to have accepted responsibility for the Losses set forth in such Claim Notice subject to the limitations on indemnification
set forth in this Article VII and will have no further right to contest the validity of such Claim Notice. If the Seller Representative
on behalf of the Indemnitor responds within such thirty (30) days after the receipt of the Claim Notice and rejects such claim in whole
or in part, the Purchaser Representative on behalf of the Indemnitee will be free to pursue such remedies as may be available under this
Agreement (subject to Section 11.4), any Ancillary Documents or applicable Law.


 


7.5             
Timing of Payment; Right to Set-Off; Recovery of Shares.


 


(a)              
Any indemnification claims against the Indemnitors shall first be applied against the Escrow Shares and then against any
other Escrow Property before any Indemnitor shall be required to make any out-of-pocket payment for indemnification. The sole source of
recovery of the Indemnitees with respect to any indemnification claim made under clause (a) of Section 7.2 (other than claims for breach
of any Special Representations or any Fraud Claims) shall be the Escrow Property in the Escrow Account.


 


(b)              
Any indemnification obligation of an Indemnitor under this Article VII will be paid within five (5) Business Days after
the determination of such obligation in accordance with Section 7.4 (and the Purchaser Representative and the Seller Representative will
provide or cause to be provided to the Escrow Agent any written instructions or other information or documents required by the Escrow
Agent to do so). Notwithstanding anything to the contrary contained herein, any indemnification payments will be made to the Purchaser
or its successors. With respect to any indemnification payment, the value of each Escrow Share or any other Purchaser Class A Ordinary
Shares for purposes of determining the indemnification payment shall be the Purchaser Share Price on the date that the indemnification
claim is finally determined in accordance with this Article VII. Any Escrow Shares or other Purchaser Class A Ordinary Shares received
by the Purchaser as an indemnification payment shall be promptly cancelled by the Purchaser after its receipt thereof.


 






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(c)               The
provisions of this Article VII notwithstanding, at the sole discretion of the Purchaser Representative and without limiting
any other rights of the Purchaser or any other Indemnitee under this Agreement or any Ancillary Document or at law or equity, to the
extent that it is established that the Purchaser or another Indemnitee is entitled to indemnification hereunder, if a Indemnitor
fails or refuses to promptly indemnify the Purchaser or such other Indemnitee as provided herein then the Purchaser may, at the sole
election of the Purchaser Representative, (i) offset the full amount to which the Purchaser or such other Indemnitee is entitled, in
whole or in part, by reducing the amount of any payment or other obligation due to the Sellers or such other Indemnitor pursuant to
this Agreement or any Ancillary Document and/or (ii) claim a portion of the Purchaser Class A Ordinary Shares then owned by such
Indemnitor up to an amount equal in value (based on the then current Purchaser Share Price) to the amount owed by such Indemnitor.
In the event that such Indemnitor fails to promptly transfer any such Purchaser Class A Ordinary Shares pursuant to this Section
7.5 or any Purchaser Class A Ordinary Shares to the Purchaser pursuant to Section 1.5(c), the Purchaser Representative on
behalf of the Purchaser shall be and hereby is authorized as the attorney-in-fact for such Indemnitor to transfer such Purchaser
Class A Ordinary Shares to the proper recipient thereof as required by this Section 7.5 or Section 1.5(c) and may
transfer such Purchaser Class A Ordinary Shares and cancel the share certificates for such Purchaser Class A Ordinary Shares on the
books and records of the Purchaser and issue new share certificates to such transferee and may instruct its agents and any exchanges
on which Purchaser Class A Ordinary Shares are listed or traded to do the same.


 


7.6             
Exclusive Remedy. From and after the Closing, except with respect to Fraud Claims relating to any Target Company
or any Seller or claims seeking injunctions, specific performance or other equitable relief (including pursuant to Section 11.7),
or claims under the terms of the Ancillary Documents, indemnification pursuant to this Article VII shall be the sole and exclusive
remedy for the Parties with respect to matters arising under this Agreement of any kind or nature, including for any misrepresentation
or breach of any warranty, covenant, or other provision contained in this Agreement or in any certificate or instrument delivered pursuant
to this Agreement or otherwise relating to the subject matter of this Agreement, including the negotiation and discussion thereof.


 


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 the Purchaser and the Seller Representative
of the following conditions:


 


(a)              
Required Purchaser Shareholder Approval. The Shareholder Approval Matters that are submitted to the vote of the shareholders
of the Purchaser at the Shareholder Meeting in accordance with the Solicitation Documents shall have been approved by the requisite vote
of the shareholders of the Purchaser at the Shareholder Meeting in accordance with the Purchaser Charter and the Solicitation Documents
(the “Required Shareholder Vote”).


 


(b)              
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.


 


(c)              
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.


 






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(d)              
 Requisite Consents. The Consents required to be obtained from or made with any third Person (other than a Governmental
Authority) in order to consummate the transactions contemplated by this Agreement that are set forth in Schedule 8.1(d) shall have
each been obtained or made.


 


(e)              
No 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.


 


(f)               
No Litigation. There shall not be any pending Action brought by a third-party non-Affiliate to enjoin or otherwise
restrict the consummation of the Closing.


 


(g)              
Appointment to the Board. The members of the Post-Closing Purchaser Board shall have been elected or appointed as
of the Closing consistent with the requirements of Section 6.16.


 


(h)              
Net Tangible Assets Test. Upon the Closing and after giving effect to the completion of the Closing Redemption, the
Purchaser (together with the Target Companies on a combined basis ) shall have net tangible assets of at least $5,000,001.


 


(i)                
Nasdaq Listing. The Purchaser, immediately after the Closing and after giving effect to the conversion of the Purchaser
Public Rights into Purchaser Class A Ordinary Shares and the Closing Redemption, the issuance of the Exchange Shares and any of the other
transactions contemplated by this Agreement, shall have at least 300 round-lot shareholders, and the Purchaser and the Company shall have
received reasonable evidence that the Purchaser Class A Ordinary Shares shall remain listed on Nasdaq immediately following the Closing.


 


8.2             
Conditions to Obligations of the Company and the Sellers. In addition to the conditions specified in Section 8.1,
the obligations of the Company and the Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction
or written waiver (by the Company and the Seller Representative) of the following conditions:


 


(a)              
Representations and Warranties. All of the representations and warranties of the Purchaser set forth in this Agreement
and in any certificate delivered by or on behalf of the 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), 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, or would not reasonably be expected to have a Material Adverse Effect on, or with respect
to, the Purchaser.


 


(b)              
Agreements and Covenants. The Purchaser shall have performed in all material respects all of the Purchaser’s
obligations and complied in all material respects with all of the Purchaser’s agreements and covenants under this Agreement to be
performed or complied with by it on or prior to the Closing Date.


 






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(c)              
 No Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to the Purchaser since the
date of this Agreement which is continuing and uncured.


 


(d)              
Closing Deliveries.


 


(i)                
Officer Certificate. The Purchaser shall have delivered to the Company a certificate, dated the Closing Date, signed
by an executive officer of the 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).


 


(ii)             
Officer Certificate. The Purchaser shall have delivered to the Company a certificate from its executive officer certifying
as to, and attaching, (A) copies of the Purchaser’s Organizational Documents as in effect as of the Closing Date (prior to giving
effect to the Amended Charter), (B) the resolutions of the 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 Vote has been obtained and
(D) the incumbency of officers of the Purchaser authorized to execute this Agreement or any Ancillary Document to which the Purchaser
is or is required to be a party or otherwise bound.


 


(iii)           
Good Standing. The Purchaser shall have delivered to the Company a good standing certificate (or similar documents
applicable for such jurisdictions) for the Purchaser certified as of a date no earlier than sixty (60) days prior to the Closing Date
from the proper Governmental Authority of the Purchaser’s jurisdiction of organization and from each other jurisdiction in which
the 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)            
Escrow Agreement. The Company shall have received a copy of the Escrow Agreement, duly executed by the Purchaser,
the Purchaser Representative and the Escrow Agent.


 


(v)              
Resignations. The Company shall have received written resignations, in forms satisfactory to the Company, dated as
of the Closing Date and effective as of the Closing, executed by (X) all officers of Purchase and (Y) all persons serving as directors
of Purchaser immediately prior to the Closing.


 


(vi)            
Supplemental Listing. A supplemental listing shall have been filed with Nasdaq as of the Closing Date to list the
shares constituting the Closing Merger Consideration.


 


(e)              
Effectiveness of Certain Ancillary Documents. The Registration Rights Agreement shall be in full force and effect
in accordance with the terms thereof as of the Closing.


 






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8.3              Conditions
to Obligations of the Purchaser. In addition to the conditions specified in Section 8.1, the obligations of the Purchaser
to consummate the transactions contemplated by this Agreement are subject to the satisfaction or written waiver (by the Purchaser)
of the following conditions:


 


(a)              
Representations and Warranties. All of the representations and warranties of the Company and the Sellers set forth
in this Agreement and in any certificate delivered by the Company or any Seller 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, or with respect to, any Target Company or any Seller.


 


(b)              
Agreements and Covenants. The Company and each Seller shall have performed in all material respects all of such Party’s
obligations and complied in all material respects with all of such Party’s agreements and covenants under this Agreement to be performed
or complied with by it on or prior to the Closing Date.


 


(c)              
No Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to any Target Company since
the date of this Agreement which is continuing and uncured.


 


(d)              
Closing Deliveries.


 


(i)                
Officer Certificate. The 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).


 


(ii)             
Seller Certificate. The Purchaser shall have received a certificate from each Seller, dated as of the Closing Date,
signed by such Seller, certifying as to the satisfaction of the conditions specified in Sections 8.3(a) and 8.3(b) with
respect to such Seller.


 


(iii)           
Secretary Certificate. The Company shall have delivered to the Purchaser a certificate from its secretary or other
executive officer certifying as to, and attaching, (A) copies of the Company’s Organizational Documents as in effect as of the Closing
Date, (B) the resolutions of the Company’s board of directors and shareholders authorizing and approving the execution, delivery
and performance of this Agreement and each of the Ancillary Documents to which it is a party or by which it is bound, and the consummation
of the transactions contemplated hereby and thereby, and (C) the incumbency of officers of the Company authorized to execute this Agreement
or any Ancillary Document to which the Company is or is required to be a party or otherwise bound.


 


(iv)             Good
Standing. The Company shall have delivered to the Purchaser good standing certificates (or similar documents applicable for such
jurisdictions) for each Target Company certified as of a date no earlier than sixty (60) 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.


 






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(v)              
Certified Company Charter. The Company shall have delivered to the Purchaser a copy of the Company Charter, as in
effect as of the Closing, certified by the appropriate Governmental Authority of British Columbia, Canada as of a date no earlier than
thirty (30) days prior to the Closing Date.


 


(vi)            
Employment Agreements. The Purchaser shall have received employment agreements, in each case effective as of the
Closing, in form and substance reasonably satisfactory to the Purchaser and the Company (the “Employment Agreements”),
between each of the persons set forth on Schedule 8.3(d)(vi) hereto and the applicable Target Company or the Purchaser, as noted
in Schedule 8.3(d)(vi) hereto, each such Employment Agreement duly executed by the parties thereto.


 


(vii)         
Escrow Agreement. The Purchaser shall have received a copy of the Escrow Agreement, duly executed by the Seller Representative
and the Escrow Agent.


 


(viii)       
Share Certificates and Transfer Instruments. The Purchaser shall have received from each Seller share certificates
representing the Purchased Shares (or duly executed affidavits of lost share certificates in form and substance reasonably acceptable
to the Purchaser and consistent with the BC Act), if applicable, together with executed instruments of transfer in respect of the Purchased
Shares in favor of the Purchaser (or its nominee) and in form reasonably acceptable for transfer on the books of the Company.


 


(ix)            
 Registered Agent Letter. The Purchaser shall receive a copy of a letter, executed by all parties thereto, in the
reasonably agreed form, to the Canadian registered agent of the Company from the client of record of such registered agent instructing
it to take instruction from the Purchaser (or its nominees) from and after the Closing.


 


(x)              
Termination of Certain Contracts. The Purchaser shall have received evidence reasonably acceptable to Purchaser that
the Contracts set forth on Schedule 8.3(d)(xii) involving any of the Target Companies and/or Sellers or other Related Persons shall
have been terminated with no further obligation or Liability of the Target Companies thereunder.


 


(e)              
Certain Ancillary Documents. The Non-Competition Agreement, Lock-Up Agreement and the Registration Rights Agreement
shall be in full force and effect in accordance with the terms thereof as of the Closing.


 


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 or Seller) to comply with or perform any of its covenants or obligations
set forth in this Agreement.


 






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ARTICLE
IX

TERMINATION AND EXPENSES


 


9.1             
Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time
prior to the Closing as follows:


 


(a)              
by mutual written consent of the Purchaser and the Company;


 


(b)              
by written notice by the Purchaser or the Company, if any of the conditions to the Closing set forth in Article VIII
have not been satisfied or waived by July 30, 2021 (the “Outside Date”) provided, that if the Purchaser seeks
and receives the approval of its shareholders for an Extension, the Purchaser shall have the right by providing written notice thereof
to the Company to extent the Outside Date for an additional period equal to the shorter of (i) three additional months and (ii) the period
ending on the last date for the Purchaser to consummate its initial Business Combination pursuant to such Extension); provided,
however, the right to terminate this Agreement under this Section 9.1(b) shall not be available to a Party if the breach
or violation by such Party or its Affiliates (or with respect to the Company, any Seller) of any representation, warranty, covenant or
obligation under this Agreement was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date;


 


(c)              
by written notice by either the 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 9.1(c) shall not be available to a Party if the failure by such Party or its
Affiliates (or with respect to the Company, any Seller) to comply with any provision of this Agreement has been a substantial cause of,
or substantially resulted in, such action by such Governmental Authority;


 


(d)              
by written notice by the Company to the Purchaser, if (i) there has been a 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 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 the 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 9.1(d) if at such time the Company or any Seller is in
material uncured breach of this Agreement;


 


(e)               by
written notice by the Purchaser to the Company, if (i) there has been a breach by the Company or any Seller 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 the Purchaser or (B) the
Outside Date; provided, that the Purchaser shall not have the right to terminate this Agreement pursuant to this Section
9.1(e) if at such time the Purchaser is in material uncured breach of this Agreement;


 






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(f)               
by written notice by the Purchaser to the Company, if there shall have been a Material Adverse Effect on the Company following
the date of this Agreement which is uncured and continuing; or


 


(g)              
by written notice by either the Purchaser or the Company to the other, if the Shareholder Meeting (including any adjournment
or postponement thereof) is held and has concluded, the shareholders of the Purchaser have duly voted, and the Required Shareholder Vote
was not obtained.


 


9.2             
Effect of Termination. This Agreement may only be terminated in the circumstances described in Section 9.1
and pursuant to a written notice delivered by the applicable Party to the other applicable Parties, which sets forth the basis for such
termination, including the provision of Section 9.1 under which such termination is made. In the event of the valid termination
of this Agreement pursuant to Section 9.1, this Agreement shall forthwith become void, and there shall be no Liability on the part
of any Party or any of their respective Representatives, and all rights and obligations of each Party shall cease, except: (i) Sections 6.12,
6.13, 9.3, 9.4, 10.1, Article XI and this Section 9.2 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 10.1). Without limiting the foregoing, and except as provided in Sections
9.3 and 9.4 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.


 


9.3             
Fees and Expenses. Subject to Sections 6.17, 9.4, 10.1, 11.14 and 11.15 all Expenses incurred in connection with
this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such expenses. As used in this Agreement,
 “Expenses” shall include all out-of-pocket expenses (including all fees and expenses of counsel, accountants,
investment bankers, financial advisors, financing sources, experts and consultants to a Party hereto or any of its Affiliates) incurred
by a Party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution or performance of
this Agreement or any Ancillary Document related hereto and all other matters related to the consummation of this Agreement. With respect
to Purchaser, Expenses shall include any and all deferred expenses (including fees or commissions payable to the underwriters and any
legal fees) of the IPO upon consummation of a Business Combination and any expenses incurred in connection with any Extension.


 






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9.4             
 Termination Fee. Notwithstanding Section 9.3 above, in the event that there is a valid and effective termination
of this Agreement by the Purchaser pursuant to Section 9.1(e), then the Company shall pay to the Purchaser a termination fee equal
to Five Million U.S. Dollars ($5,000,000)(such aggregate amount, the “Termination Fee”). The Termination Fee
shall be paid by wire transfer of immediately available funds to an account designated in writing by the Purchaser within ten (10) Business
Days after the Purchaser delivers to the Company the amount of such Expenses, along with reasonable documentation in connection therewith.
Notwithstanding anything to the contrary in this Agreement, the Parties expressly acknowledge and agree that, with respect to any termination
of this Agreement in circumstances where the Termination Fee is payable, the payment of the Termination Fee shall, in light of the difficulty
of accurately determining actual damages, constitute liquidated damages with respect to any claim for damages or any other claim which
the Purchaser would otherwise be entitled to assert against the Company or any Seller or any of their respective Affiliates or any of
their respective assets, or against any of their respective directors, officers, employees or shareholders with respect to this Agreement
and the transactions contemplated hereby and shall constitute the sole and exclusive remedy available to the Purchaser, provided, that
the foregoing shall not limit (x) the Company or any Sellers from Liability for any Fraud Claim relating to events occurring prior to
termination of this Agreement or (y) the rights of the Purchaser to seek specific performance or other injunctive relief in lieu of terminating
this Agreement.


 






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ARTICLE
X

WAIVERS AND RELEASES


 


10.1          Waiver
of Claims Against Trust. The Company and each Seller hereby acknowledges that it has read the IPO Prospectus and understands
that the Purchaser has established the Trust Account containing the proceeds of the IPO and the overallotment shares acquired by the
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 the Purchaser’s public shareholders (including overallotment shares acquired by
the Purchaser’s underwriters) (the “Public Shareholders”) and that, except as otherwise described in
the IPO Prospectus, the Purchaser may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they
elect to redeem or convert their Purchaser Class A Ordinary Shares in connection with the consummation of the Purchaser’s
initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in
connection with an amendment to the Purchaser’s Organizational Documents to extend the Purchaser’s deadline to
consummate its Business Combination, (b) to the Public Shareholders if the Purchaser fails to consummate a Business Combination
within twelve (12) months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Purchaser extends the
period of time to consummate a Business Combination by the full amount of time and subject to extension by an amendment to the
Purchaser’s Organizational Documents, (c) with respect to any interest income earned on the amounts held in the Trust Account,
amounts necessary to pay for franchise and income taxes or (d) to the Purchaser after or concurrently with the consummation of its
Business Combination. For and in consideration of the Purchaser entering into this Agreement and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and each Seller hereby agrees on behalf of
itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company or any Seller, nor
any of their respective Affiliates, do now or shall at any time hereafter have any right, title, interest or claim of any kind in or
to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any
distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this
Agreement, any other proposed or actual business relationship between the Purchaser or any of its Representatives, on the one hand,
and the Company 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”). The Company and each Seller on behalf of itself and its Affiliates hereby irrevocably
waives any Released Claims that any such Party of 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 distributions therefrom) for
any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with Purchaser or its Affiliates).
The Company and each Seller agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically
relied upon by the Purchaser and its Affiliates to induce the Purchaser to enter in this Agreement, and the Company and each Seller
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 that the Company, any Seller or any of their respective Affiliates commences any Action based upon, in
connection with, relating to or arising out of any matter relating to the Purchaser or its Representatives, which proceeding seeks,
in whole or in part, monetary relief against the Purchaser or its Representatives, the Company and each Seller 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 other 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, any Seller or any of their respective Affiliates commences any Action based upon, in connection with,
relating to or arising out of any matter relating to the 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, the Purchaser and its Representatives, as applicable, shall be entitled to recover from the
commencing Person and its Affiliates the associated legal fees and costs in connection with any such Action, in the event the
Purchaser or its Representatives, as applicable, prevails in such Action. This Section 10.1 shall survive termination of this
Agreement for any reason and continue indefinitely.


 


10.2          Release
and Covenant Not to Sue. Effective as of the Closing, to the fullest extent permitted by applicable Law, each Seller, on behalf
of itself and its Affiliates that owns any share or other equity interest in or of such Seller (the “Releasing
Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations,
agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now
has, has ever had or may hereafter have against the Target Companies arising on or prior to the Closing Date or on account of or
arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from a
Target Company, whether pursuant to its Organizational Documents, Contract or otherwise, and whether or not relating to claims
pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person hereby irrevocably covenants to
refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against
the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything
herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have
against any party pursuant to the terms and conditions of this Agreement or any Ancillary Document or any of the other matters set
forth on Schedule 10.2.


 






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ARTICLE
XI

MISCELLANEOUS


 


11.1         
Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed
to have been duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt,
(iii) one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business
Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable
Party at the following addresses (or at such other address for a Party as shall be specified by like notice):


 


	
    If to the Purchaser at or prior to the Closing, to:

     

    Yunhong International

    4 – 19/F, 126 Zhong Bei,

    Wuchang District, Wuhan,

    China, 43006 

    Attn: Patrick Orlando, CEO

    Telephone No.: +86 131 4555 5555

    Email: porlando@benesserecapital.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

Attn:Barry I. Grossman, Esq.

Facsimile No.: (212) 370-7889

Telephone No.: (212) 370-1300

Email:bigrossman@egsllp.com

  

	
    If to the Purchaser Representative, to:

     

    LF International Pte. Ltd.

    470 North Bridge Road, #05-12

    Bugis Cube – Singapore (188735)

    Attention: Yubao Li

    Telephone No.: 18086626600

    Email: yubao.li@yunhongkg.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

Attn:Barry I. Grossman, Esq.

Facsimile No.: (212) 370-7889

Telephone No.: (212) 370-1300

Email:bigrossman@egsllp.com

  




 






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    If to the Company at or prior to the Closing, to:

     

    Giga Energy Inc.

     

    282 Main Street, Suite B

    Port Washington, NY 11050

    Attention: Richard Frankel

    Facsimile No.: (646) 879-9164

    Telephone No.: (646) 879-9164

    Email: Richard.Frankel@aresmotor.com

     
	
    with a copy (which will not constitute notice) to:

     

    Loeb & Loeb LLP

    345 Park Avenue

    New York, NY 10154

    Attn:Mitchell S. Nussbaum, Esq.

    Facsimile No.: (212) 407-4990

    Telephone No.: (212) 407-4000

    Email:mnussbaum@loeb.com

    

	
    If to the Seller Representative or any Seller, to:

     

    Yang Lan

    Address: F2, Building B, No. 8 Dongfeng South Road, Chaoyang District, Beijing 100016, China

    Attention: Yang Lan/Ivy Chen

    Facsimile No.: +86-10-87762856-8002

    Telephone No.: +86-18612450015

     
	
    with a copy (which will not constitute notice) to:

     

    Loeb & Loeb LLP

    345 Park Avenue

    New York, NY 10154

    Attn:Mitchell S. Nussbaum, Esq.

    Facsimile No.: (212) 407-4990

    Telephone No.: (212) 407-4000

    Email:mnussbaum@loeb.com

	
    If to the Purchaser or the Company after the Closing, to:

     

    Giga Energy Ltd.

    282 Main Street, Suite B

    Port Washington, NY 11050

    Attention: Richard Frankel

    Facsimile No.: (646) 879-9164

    Telephone No.: (646) 879-9164

    Email: Richard.Frankel@aresmotor.com

     
	
    with a copy (which will not constitute notice) to:

     

    Loeb & Loeb LLP

    345 Park Avenue

    New York, NY 10154

    Attn:Mitchell S. Nussbaum, Esq.

    Facsimile No.: (212) 407-4990

    Telephone No.: (212) 407-4000

    Email:mnussbaum@loeb.com



 


11.2         
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 successors and permitted assigns. This Agreement shall not be assigned by operation
of Law or otherwise without the prior written consent of Purchaser, the Company and the Seller Representative (and, if after the Closing,
the Purchaser Representative), and any assignment without such consent shall be null and void; provided that no such assignment
shall relieve the assigning Party of its obligations hereunder.


 


11.3          Third
Parties. Except for the rights of the D&O Indemnified Persons set forth in Section 6.16(c), 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.


 






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11.4         
Arbitration. Any and all disputes, controversies and claims (other than disputes subject to the procedures under
Section 1.5 or applications for a temporary restraining order, preliminary injunction, permanent injunction or other equitable
relief or application for enforcement of a resolution under this Section 11.4) arising out of, related to, or in connection with
this Agreement or the transactions contemplated hereby (a “Dispute”) shall be governed by this Section 11.4.
A party must, in the first instance, provide written notice of any Disputes to the other parties subject to such Dispute, which notice
must provide a reasonably detailed description of the matters subject to the Dispute. The parties involved in such Dispute shall seek
to resolve the Dispute on an amicable basis within ten (10) Business Days of the notice of such Dispute being received by such other parties
subject to such Dispute; the “Resolution Period”); provided, that if any Dispute would reasonably be expected
to have become moot or otherwise irrelevant if not decided within sixty (60) days after the occurrence of such Dispute, then there shall
be no Resolution Period with respect to such Dispute. Any Dispute that is not resolved during the Resolution Period may immediately be
referred to and finally resolved by arbitration pursuant to the then-existing Expedited Procedures (as defined in the AAA Procedures)
of the Commercial Arbitration Rules (the “AAA Procedures”) of the AAA. Any party involved in such Dispute may
submit the Dispute to the AAA to commence the proceedings after the Resolution Period. To the extent that the AAA Procedures and this
Agreement are in conflict, the terms of this Agreement shall control. The arbitration shall be conducted by one arbitrator nominated by
the AAA promptly (but in any event within five (5) Business Days) after the submission of the Dispute to the AAA and reasonably acceptable
to each party subject to the Dispute, which arbitrator shall be a commercial lawyer with substantial experience arbitrating disputes under
acquisition agreements. The arbitrator shall accept his or her appointment and begin the arbitration process promptly (but in any event
within five (5) Business Days) after his or her nomination and acceptance by the parties subject to the Dispute. The proceedings shall
be streamlined and efficient. The arbitrator shall decide the Dispute in accordance with the substantive law of the state of New York.
Time is of the essence. Each party subject to the Dispute shall submit a proposal for resolution of the Dispute to the arbitrator within
twenty (20) days after confirmation of the appointment of the arbitrator. The arbitrator shall have the power to order any party to do,
or to refrain from doing, anything consistent with this Agreement, the Ancillary Documents and applicable Law, including to perform its
contractual obligation(s); provided, that the arbitrator shall be limited to ordering pursuant to the foregoing power (and, for the avoidance
of doubt, shall order) the relevant party (or parties, as applicable) to comply with only one or the other of the proposals. The arbitrator’s
award shall be in writing and shall include a reasonable explanation of the arbitrator’s reason(s) for selecting one or the other
proposal. The seat of arbitration shall be in New York County, State of New York. The language of the arbitration shall be English.


 


11.5          Governing
Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of New
York without regard to the conflict of laws principles thereof. Subject to Section 11.4, 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 court thereof) (the “Specified Courts”). Subject to Section 11.4, each Party
hereto hereby (a) 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 (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 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 relating to the transactions contemplated by this Agreement, on
behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth
in Section 11.1. Nothing in this Section 11.5 shall affect the right of any Party to serve legal process in any other
manner permitted by Law.


 






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11.6         
Waiver of Jury Trial. Each of the Parties hereto hereby waives to the fullest extent permitted by applicable Law
any right it may have to a trial by jury with respect to any Action directly or indirectly arising out of, under or in connection with
this Agreement or the transactions contemplated hereby. Each Party hereto (a) certifies that no Representative of any other Party
has represented, expressly or otherwise, that such other Party would not, in the event of any Action, seek to enforce that foregoing waiver
and (b) acknowledges that it and the other Parties hereto have been induced to enter into this Agreement by, among other things,
the mutual waivers and certifications in this Section 11.6.


 


11.7          Specific
Performance. Each Party acknowledges that the rights of each Party to consummate the transactions contemplated hereby are unique,
recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching
Parties may have not adequate remedy at law, and agree that irreparable damage would 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 or restraining order to prevent breaches of this Agreement and to seek 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.


 


11.8         
Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction,
such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal
and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or
impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon
such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute for
any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and
enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.


 






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11.9         Amendment.
This Agreement may be amended, supplemented or modified only by execution of a written instrument signed by the Purchaser, the Company,
the Seller Representative and, if after the Closing, the Purchaser Representative.


 


11.10         Waiver.
The Purchaser on behalf of itself and its Affiliates, the Company on behalf of itself and its Affiliates, and the Seller Representative
on behalf of itself and the Sellers, may in its sole discretion (i) extend the time for the performance of any obligation or other act
of any other non-Affiliated Party hereto, (ii) waive any inaccuracy in the representations and warranties by such other non-Affiliated
Party contained herein or in any document delivered pursuant hereto and (iii) waive compliance by such other non-Affiliated Party with
any covenant or condition contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing
signed by the Party or Parties to be bound thereby. Notwithstanding the foregoing, no failure or delay by a Party in exercising any right
hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of
any other right hereunder. Notwithstanding the foregoing, any waiver of any provision of this Agreement after the Closing by the Purchaser
shall require the prior written consent of the Purchaser Representative.


 


11.11        Entire
Agreement. This Agreement and the documents or instruments referred to herein, including any exhibits, annexes and schedules attached
hereto, which exhibits, annexes and schedules are incorporated herein by reference, together with the Ancillary Documents, embody the
entire agreement and understanding of the Parties hereto in respect of the subject matter contained herein. There are no restrictions,
promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein or the documents
or instruments referred to herein, which collectively supersede all prior agreements and the understandings among the Parties with respect
to the subject matter contained herein.


 


11.12       Interpretation.
The table of contents and the Article and Section headings contained in this Agreement are solely for the purpose of reference, are not
part 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 form, 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; (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) 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”; (i) 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; (j) except as otherwise indicated, all references in this Agreement to the words “Section,” “Article”,
 “Schedule”, “Exhibit” and “Annex” are intended to refer to Sections, Articles, Schedules, Exhibits
and Annexes to this Agreement; and (k) the term “Dollars” or “$” means United States dollars. Any reference in
this Agreement or any Ancillary Document to a Person’s (i) directors shall include any member of such Person’s governing
body, (ii) officers shall include any Person filling a substantially similar position for such Person or (iii) 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 the 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 or otherwise delivered by email to the Purchase or its Representatives, for the benefit
of the Purchaser and its Representatives and the Purchaser or its Representatives have been given access to the electronic folders containing
such information.


 






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11.13     
Counterparts. This Agreement may be executed and delivered (including by facsimile or other electronic transmission)
in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed
to be an original but all of which taken together shall constitute one and the same agreement.


 


11.14     
Purchaser Representative.


 


(a)               The
Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby
irrevocably appoints LF International Pte. Ltd., in the capacity as the Purchaser Representative, as each such Person’s agent,
attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of such Person, to act on
behalf of such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on
behalf of an Indemnitee any indemnification claims by any of them under Article VII, including controlling, defending,
managing, settling and participating in any Third Party Claim in accordance with Section 7.4; (ii) acting on behalf of such
Person under the Escrow Agreement; (iii) making on behalf of such Person any determinations and taking all actions on their behalf
relating to the determination of the Adjustment Amount and the adjustment to the number of Exchange Shares under Section 1.5,
and in each case any disputes with respect thereto; (iv) terminating, amending or waiving on behalf of such Person any provision of
this Agreement or any Ancillary Documents to which the Purchaser Representative is a party; (v) signing on behalf of such Person any
releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which
the Purchaser Representative is a party; (vi) employing and obtaining the advice of legal counsel, accountants and other
professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance
of its duties as the Purchaser Representative and to rely on their advice and counsel; (vii) incurring and paying reasonable
out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions
contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction
or any post-Closing consideration adjustment or indemnification claim; and (viii) otherwise enforcing the rights and obligations of
any such Persons under this Agreement and the Ancillary Documents to which the Purchaser Representative is a party, including giving
and receiving all notices and communications hereunder or thereunder on behalf of such Person; provided, that the Parties
acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of,
the holders of Purchaser Securities (other than the Sellers and their respective successors and assigns). All decisions and actions
by the Purchaser Representative, including any agreement between the Purchaser Representative and the Seller Representative, the
Company, any Seller or other Indemnitor relating to the defense or settlement of any indemnification claims for which an Indemnitor
may be required to indemnify an Indemnitee pursuant to Article VII shall be binding upon the Purchaser and its Subsidiaries,
successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest
the same. The provisions of this Section 11.14 are irrevocable and coupled with an interest. The Purchaser Representative
hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.


 


 



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(b)              
The Purchaser Representative shall not be liable for any act done or omitted under this Agreement or any Ancillary Document
as the Purchaser Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted
pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Purchaser shall indemnify, defend and hold harmless
the Purchaser Representative from and against any and all Losses incurred without gross negligence, bad faith or willful misconduct on
the part of the Purchaser Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration
of the Purchaser Representative’s duties under this Agreement or any Ancillary Document, including the reasonable fees and expenses
of any legal counsel retained by the Purchaser Representative. In no event shall the Purchaser Representative in such capacity be liable
hereunder or in connection herewith for any indirect, punitive, special or consequential damages. The Purchaser Representative shall be
fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including
facsimiles or copies thereof, and no Person shall have any Liability for relying on the Purchaser Representative in the foregoing manner.
In connection with the performance of its rights and obligations hereunder, the Purchaser Representative shall have the right at any time
and from time to time to select and engage, at the reasonable cost and expense of the Purchaser, attorneys, accountants, investment bankers,
advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur
other reasonable out-of-pocket expenses, as the Purchaser Representative may reasonably deem necessary or appropriate from time to time.
All of the indemnities, immunities, releases and powers granted to the Purchaser Representative under this Section 11.14 shall
survive the Closing and continue indefinitely.


 


(c)               The
Person serving as the Purchaser Representative may resign upon ten (10) days’ prior written notice to the Purchaser and the
Seller Representative, provided, that the Purchaser Representative appoints in writing a replacement Purchaser Representative. Each
successor Purchaser Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon
the original Purchaser Representative, and the term “Purchaser Representative” as used herein shall be deemed to include
any such successor Purchaser Representatives.


 






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11.15     
Seller Representative.


 


(a)               By
the execution and delivery of this Agreement, each Seller, on behalf of itself and its successors and assigns, hereby irrevocably
constitutes and appoints Yang Lan, in the capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact
of such Seller with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on
behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller
Representative is a party, as the same may be from time to time amended, and to do or refrain from doing all such further acts and
things, and to execute all such documents on behalf of such Person, if any, as the Seller Representative will deem necessary or
appropriate in connection with any of the transactions contemplated under this Agreement or any of the Ancillary Documents to which
the Seller Representative is a party, including: (i) managing, controlling, defending and settling on behalf of an Indemnitor any
indemnification claims against any of them under Article VII, including controlling, defending, managing, settling and
participating in any Third Party Claim in accordance with Section 7.4; (ii) acting on behalf of such Person under the Escrow
Agreement; (iii) making on behalf of such Person any determinations and taking all actions on their behalf relating to the
determination of the Adjustment Amount and the adjustment to the number of Exchange Shares under Section 1.5, and in each
case any disputes with respect thereto; (iv) terminating, amending or waiving on behalf of such Person any provision of this
Agreement or any Ancillary Documents to which the Seller Representative is a party (provided, that any such action, if material to
the rights and obligations of Sellers in the reasonable judgment of the Seller Representative, will be taken in the same manner with
respect to all Sellers unless otherwise agreed by each Seller who is subject to any disparate treatment of a potentially material
and adverse nature); (v) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy
arising under this Agreement or any Ancillary Documents to which the Seller Representative is a party; (vi) employing and obtaining
the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion,
deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel;
(vii) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants
incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in
any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (viii) receiving
all or any portion of the consideration provided to the Sellers under this Agreement and to distribute the same to the Sellers in
accordance with their Pro Rata Shares; and (ix) otherwise enforcing the rights and obligations of any such Persons under this
Agreement and the Ancillary Documents to which the Seller Representative is a party, including giving and receiving all notices and
communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including
any agreement between the Seller Representative and the Purchaser Representative, the Purchaser or any other Indemnitee relating to
the defense or settlement of any indemnification claims for which an Indemnitor may be required to indemnify an Indemnitee pursuant
to Article VII, shall be binding upon the Sellers and their respective successors and assigns, and neither they nor any other
Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 11.14
are irrevocable and coupled with an interest. The Seller Representative hereby accepts its appointment and authorization as the
Seller Representative under this Agreement


 






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(b)              
Any other Person, including the Purchaser Representative, the Purchaser, the Company, the Indemnitees and the Indemnitors
may conclusively and absolutely rely, without inquiry, upon any actions of the Seller Representative as the acts of the Sellers hereunder
or any Ancillary Document to which the Seller Representative is a party. The Purchaser Representative, the Purchaser, the Company and
each Indemnitee and Indemnitor shall be entitled to rely conclusively on the instructions and decisions of the Seller Representative as
to (i) the settlement of any indemnification claims by an Indemnitee pursuant to Article VII, (ii) any payment instructions provided
by the Seller Representative or (iii) any other actions required or permitted to be taken by the Seller Representative hereunder, and
no Seller nor any other Indemnitor shall have any cause of action against the Purchaser Representative, the Purchaser, the Company or
any Indemnitee for any action taken by any of them in reliance upon the instructions or decisions of the Seller Representative. The Purchaser
Representative, the Purchaser, the Company and the Indemnitees shall not have any Liability to any Seller or other Indemnitor for any
allocation or distribution among the Sellers by the Seller Representative of payments made to or at the direction of the Seller Representative.
All notices or other communications required to be made or delivered to a Seller under this Agreement or any Ancillary Document to which
the Seller Representative is a party shall be made to the Seller Representative for the benefit of such Seller, and any notices so made
shall discharge in full all notice requirements of the other parties hereto or thereto to such Seller with respect thereto. All notices
or other communications required to be made or delivered by a Seller shall be made by the Seller Representative (except for a notice under
Section 11.15(d) of the replacement of the Seller Representative).


 


(c)               The
Seller Representative will act for the Sellers on all of the matters set forth in this Agreement in the manner the Seller
Representative believes to be in the best interest of the Sellers, but the Seller Representative will not be responsible to the
Sellers for any Losses that any Seller or other Indemnitor may suffer by reason of the performance by the Seller Representative of
the Seller Representative’s duties under this Agreement, other than Losses arising from the bad faith, gross negligence or
willful misconduct by the Seller Representative in the performance of its duties under this Agreement. The Sellers do hereby jointly
and severally agree to indemnify, defend and hold the Seller Representative harmless from and against any and all Losses reasonably
incurred or suffered as a result of the performance of the Seller Representative’s duties under this Agreement, except for any
such liability arising out of the bad faith, gross negligence or willful misconduct of the Seller Representative. In no event shall
the Seller Representative in such capacity be liable to the Sellers hereunder or in connection herewith for any indirect, punitive,
special or consequential damages. The Seller Representative shall not be liable for any act done or omitted under this Agreement or
any Ancillary Document as the Seller Representative while acting in good faith and without willful misconduct or gross negligence,
and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Seller
Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith
believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on the Seller
Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Seller
Representative shall have the right at any time and from time to time to select and engage, at the reasonable cost and expense of
the Sellers, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other
professional and expert assistance, maintain such records and incur other reasonable out-of-pocket expenses, as the Seller
Representative may reasonably deem necessary or appropriate from time to time, but the Seller Representative will not be entitled to
any fee, commission or other compensation for the performance of its services hereunder. All of the indemnities, immunities,
releases and powers granted to the Seller Representative under this Section 11.15 shall survive the Closing and continue
indefinitely.


 






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(d)              
If the Seller Representative shall die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill
its responsibilities as representative and agent of Sellers, then the Sellers shall, within ten (10) days after such death, disability,
dissolution, resignation or other event, appoint a successor Seller Representative (by vote or written consent of the Sellers holding
in the aggregate a Pro Rata Share in excess of fifty percent (50%)), and promptly thereafter (but in any event within two (2) Business
Days after such appointment) notify the Purchaser Representative and the Purchaser in writing of the identity of such successor. Any such
successor so appointed shall become the “Seller Representative” for purposes of this Agreement.


 


11.16     
Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly
represented the Purchaser and the Sponsor in connection with this Agreement and the Ancillary Documents, and has also represented the
Purchaser, the Sponsor and 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 one or more of the Sponsor or any subsequent Purchaser Representative
or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates,
including any disputes arising out of, or related to, this Agreement. The Company, the Sellers and the Seller Representative, 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, any subsequent Purchaser Representative or their respective
Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company, the Sellers and/or the Seller
Representative 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 Purchaser, the Sponsor, any subsequent Purchaser Representative
or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the
Purchaser Representative 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 Purchaser Representative, shall be controlled by the Purchaser Representative
and shall not pass to or be claimed by the Purchaser; provided, further, that nothing contained herein shall be deemed to be a waiver
by the Purchaser or any of its Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure
of any such communications to any third party.


 






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ARTICLE
XII


DEFINITIONS


 


12.1         
Certain Definitions. For purpose of this Agreement, the following capitalized terms have the following meanings:


 


“AAA”
means the American Arbitration Association or any successor entity conducting arbitrations.


 


“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 Target Companies in the preparation of the latest audited Company Financials. In any event, the Accounting Principles (i) shall
not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement,
(ii) shall be based on facts and circumstances as they exist at or prior to the Closing and shall exclude the effect of any act, decision
or event occurring after the Closing (provided, that any accounts receivable as of the Closing that are determined after the Closing to
be uncollectible will be taken into account for purposes of the Closing Statement and the determination of the number of final Exchange
Shares issued) and (iii) shall follow the defined terms contained in this Agreement.


 


“Action”
means any claim, demand, charge, action, suit, litigation, settlement, complaint, stipulation, assessment or arbitration, or any 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, the Sponsor shall be deemed to be an Affiliate of the Purchaser prior to the Closing.


 


“Ancillary Documents”
means each agreement, instrument or document attached hereto as an Exhibit, including the Non-Competition Agreement, the Lock-Up Agreements,
the Registration Rights Agreement, the Escrow Agreement and the Incentive Plan, and the other agreements, certificates and instruments
to be executed or delivered by any of the parties hereto in connection with or pursuant to this Agreement, including the Amended Charter
and the Employment Agreements.


 


“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 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, whether direct or indirect, actual or contingent, whether
formal or informal, and whether legally binding or not.


 






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“BC ACT”
means the Business Corporations Act (British Columbia), Canada, SBC 2002, c 57, as amended.


 


“Business Day”
means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York, Cayman
Islands or China 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 New York, New York are generally open for use by customers on such day.


 


“Cayman Islands
Act” means the Cayman Islands Companies Act (2021 Revision), as amended.


 


“Closing Net Indebtedness”
means, as of the Reference Time, (i) the aggregate amount of all Indebtedness of the Target Companies, less (ii) the aggregate amount
of the 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 a Target Company as of such time), each on a consolidated basis and
as determined in accordance with the Accounting Principles. Closing Net Indebtedness shall not include (i) any liability included in the
computation of Net Working Capital, (ii) any intercompany Indebtedness among Target Companies, (iii) any amount included in Transaction
Expenses or (iv) Indebtedness to be repaid prior to Closing.


 


“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 Charter”
means the notice of articles of the Company, as amended and in effect under the BC Act.


 


“Company Confidential
Information” means all confidential or proprietary documents and information concerning the Target Companies or the Sellers
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 the 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, the Sellers or their respective Representatives to the 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 Common
Shares” means the common shares, of the Company.





 






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“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.


 


“Environmental Law”
means any Law in 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.


 


“Environmental Liabilities”
means, in respect of any Person, all Liabilities, obligations, responsibilities, Remedial Actions, 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.





 






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“ERISA”
means the U.S. Employee Retirement Income Security Act of 1974, as amended.


 


“Escrow Agent”
means American Stock Transfer & Trust Company LLC, in its capacity as the escrow agent under the Escrow Agreement or any other escrow
agent agreed to by the Purchaser and the Company prior to the Closing (or any successor escrow agent).


 


“Escrow Property”
means, at any given time, the securities and other property held by the Escrow Agent in the Escrow Account in accordance with the terms
and conditions of this Agreement and the Escrow Agreement, including the Escrow Shares and any dividends or distributions paid or payable
on the Escrow Shares, giving effect to any disbursements or payments from the Escrow Account.


 


“Exchange Act”
means the U.S. Securities Exchange Act of 1934, as amended.


 


“Exchange Shares”
means the Adjusted Exchange Shares or the Closing Exchange Shares as applicable.


 


“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.


 


“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, regulatory body or other similar regulatory
or 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 and other expenses 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 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, (e) all obligations of such Person in respect of acceptances issued or created,
(f) all obligations secured by an Lien on any property of such Person, (g) any premiums, prepayment fees or other penalties, fees,
costs or expenses associated with payment of any Indebtedness of such Person and (h) all obligation described in clauses (a) through
(g) 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. For the avoidance of doubt, Indebtedness shall not include any deferred revenue of the Company or any Taxes.


 






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“Independent Expert”
means a mutually acceptable independent (i.e., no prior material business relationship with any party for the prior two (2) years) accounting
firm (which appointment will be made no later than ten (10) days after the Independent Expert Notice Date); provided, that if the
Independent Expert does not accept its appointment or if the Purchaser Representative and the Seller Representative cannot agree on the
Independent Expert, in either case within twenty (20) days after the Independent Expert Notice Date, either the Purchaser Representative
or the Seller Representative may require, by written notice to the other, that the Independent Expert be selected by the New York City
Regional Office of the AAA in accordance with the procedures of the AAA. The parties agree that the Independent Expert will be deemed
to be independent even though a Party or its Affiliates may, in the future, designate the Independent Expert to resolve disputes of the
types described in Section 1.5.


 


“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 all domain name registrations, web sites and web addresses and related rights, items and documentation related thereto, and
applications for registration therefor.


 


“IPO”
means the initial public offering of Purchaser Public Units pursuant to the IPO Prospectus.


 


“IPO Prospectus”
means the final prospectus of the Purchaser, dated as of February 12, 2020, and filed with the SEC on February 14, 2020 (File No. 333-232432).


 


“Knowledge”
means, with respect to (i) the Company, the actual knowledge of Ian Hanna and Francisco Sanchez, after reasonable inquiry or (ii) any
other Party, (A) if an entity, the actual knowledge of its 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.


 






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“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, 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, prospects 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 purposes of clause (a) above, any changes or effects directly or indirectly
attributable to, resulting from, relating to or arising out of the following (by themselves or when aggregated with any other,
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 the country or region in which such Person or any of its Subsidiaries do business; (ii) changes, conditions
or effects that generally affect the industries in which such Person or any of its Subsidiaries principally operate; (iii) changes
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; (iv) conditions caused by acts of God, terrorism, war
(whether or not declared) or natural disaster; (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 the Purchaser, the
consummation and effects of any Redemption; (vii) pandemics, (x) the failure by a Party to this Agree to take any action that is
prohibited by this Agreement unless the counter-Party has consented in writing to the taking thereof, or (vii) with respect to the
Target Companies, any change or prospective change in the credit ratings of any of the Target Companies; 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 in which such Person or any of its Subsidiaries primarily conducts its businesses.
Notwithstanding the foregoing, with respect to the Purchaser, the amount of any Redemption or the failure to obtain the Required
Shareholder Vote or, if sought by the Purchaser, an Extension shall not be deemed to be a Material Adverse Effect on or with respect
to the Purchaser.


 






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“Nasdaq”
means the Nasdaq Capital Market.


 


“Net Working Capital”
means, as of the Reference Time, the amount of all current assets of the Target Companies less all current liabilities of the Target Companies,
each on a consolidated basis determined in accordance with the Accounting Principles; provided, that, for purposes of this definition
of “Net Working Capital”, whether or not the following is consistent with the Accounting Principles, (i) “current assets”
will exclude, without duplication, any cash or cash equivalents of a Target Company and any receivable from a shareholder of the Company
and (ii) “current liabilities” will exclude, without duplication, the current portion of any Indebtedness and the unpaid Transaction
Expenses of the Target Companies.


 


“OFAC”
means the Office of Foreign Assets Control of the U.S. Treasury Department.


 


“Order”
means any order, decree, ruling, judgment, injunction, writ, determination, binding decision, verdict, judicial award or other action
that is or has been made, entered, rendered, or otherwise put into effect by or under the authority of any Governmental Authority.


 


“Organizational
Documents” means, with respect to any Person, its certificate of incorporation, notice of articles and bylaws, memorandum
and articles of association or similar organizational documents, in each case, as amended.


 


“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 or
reexaminations 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).


 


“Permits”
means all federal, state, local or foreign or other third-party permits, grants, easements, consents, approvals, authorizations, exemptions,
licenses, franchises, concessions, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations,
ratings, registrations, qualifications or orders of any Governmental Authority or any other Person.


 


“Permitted
Liens” means (a) Liens for Taxes or assessments and similar governmental charges or levies, which either are (i) not
delinquent or (ii) being contested in good faith and by appropriate proceedings, and adequate reserves have been established with
respect thereto, (b) other Liens imposed by operation of Law arising in the ordinary course of business for amounts which are not
due and payable and as would not in the aggregate materially adversely affect the value of, or materially adversely interfere with
the use of, the property subject thereto, (c) Liens incurred or deposits made in the ordinary course of business in connection with
social security, (d) Liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the
ordinary course of business, (v) Liens arising under this Agreement or any Ancillary Document, (vi) Liens imposed by applicable
securities law and (vii) such imperfections of title, easements, encumbrances, Liens or restrictions that do not materially impair o
interferer with the current use of the Company’s or its Subsidiary’s assets that are subject thereto.


 






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“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.


 


“Purchaser Charter”
means, together, the Second Amended and Restated Memorandum of Association and the Third Amended and Restated Articles of Association
of Purchaser, as amended and in effect on the date hereof.


 


“Purchaser Class
A Ordinary Share” means a Class A ordinary share, par value $0.001 per share, of the Purchaser, along with any equity securities
paid as dividends or distributions after the Closing with respect to such shares or into which such shares are exchanged or converted
after the Closing.


 


“Purchaser Class
B Ordinary Share” means a Class B ordinary share, par value $0.001 per share, of the Purchaser.


 


“Purchaser Confidential
Information” means all confidential or proprietary documents and information concerning the 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, any Seller or any of their respective Representatives, is generally available publicly and was not disclosed in breach
of this Agreement or (ii) at the time of the disclosure by the Purchaser or its Representatives to the Company, any Seller or 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..


 


“Purchaser Ordinary
Shares” means the Purchaser Class A Ordinary Shares and the Purchaser Class B Ordinary Shares.


 


“Purchaser Private
Right” means one right that was included as part of each Purchaser Private Unit entitling the holder thereof to receive
one-tenth (1/10th) of a Purchaser Class A Ordinary Share upon the consummation by Purchaser of its Business Combination.





 






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“Purchaser Private
Warrant” means a warrant (one-half (1/2) of which was issued in a private placement to the Sponsor by the Purchaser at the
time of the consummation of the IPO), entitling the holder thereof to purchase one Purchaser Class A Ordinary Share at a purchase price
of $11.50 per whole Purchaser Class A Ordinary Share.


 


“Purchaser Public
Right” means one right that was included as part of each Purchaser Public Unit entitling the holder thereof to receive one-tenth
(1/10th) of a Purchaser Class A Ordinary Share upon the consummation by Purchaser of its Business Combination.


 


“Purchaser Public
Unit” means a unit issued in the IPO consisting of one (1) Purchaser Class A Ordinary Share, one-half (1/2) of a Purchaser
Public Warrant and one (1) Purchaser Public Right.


 


“Purchaser Public
Warrant” means a warrant (one-half (1/2) of which was included as part of each Purchaser Public Unit) entitling the holder
thereof to purchase one (1) Purchaser Class A Ordinary Share at a purchase price $11.50 per whole Purchaser Class A Ordinary Share.


 


“Purchaser Rights”
means one Purchaser Public Rights and the Purchaser Private Rights, collectively.


 


“Purchaser Securities”
means the Purchaser Public Units, the Purchaser Ordinary Shares, the Purchaser Warrants, the Purchaser Rights and the Purchaser UPO, collectively.


 


“Purchaser Share
Price” means an amount equal to the VWAP of the Purchaser Class A Ordinary Shares over the twenty (20) Trading Days ending
at the close of business on the principal securities exchange or securities market on which the Purchaser Class A Ordinary Shares are
then traded immediately prior to the date of determination, as equitably adjusted for share splits, share dividends, combinations, recapitalizations
and the like after the date of this Agreement.


 


“Purchaser UPO”
means the option issued to Maxim Group, LLC and/or its designee to purchase up to 345,000 Purchaser Public Units at a price of $12.25
per unit.


 


“Purchaser Warrants”
means one Purchaser Public Warrants and the Purchaser Private Warrants, collectively.


 


“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 hereunder to occur at the Closing, but treating any obligations in respect of Indebtedness, Transaction
Expenses or other liabilities that are contingent upon the consummation of the Closing as currently due and owing without contingency
as of the Reference Time).


 


“Release”
means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, or leaching into the indoor
or outdoor environment, or into or out of any property.





 






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“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 indoor or outdoor environment, (iii)
perform pre-remedial studies and investigations or post-remedial monitoring and care, or (iv) correct a condition of noncompliance with
Environmental Laws.


 


“Representative”
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.


 


“Software”
means any computer software programs, including all source code, object code, and documentation related thereto and all software modules,
tools and databases.


 


“Sponsor”
means LF International Pte. Ltd., a Republic of Singapore company.


 


“Subsidiary”
means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation, a
majority of the total voting power of capital shares entitled (without regard to the occurrence of any contingency) to vote in the election
of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of
the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity, a majority
of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by any Person
or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons will be deemed to have a
majority ownership interest in a partnership, association or other business entity if such Person or Persons will be allocated a majority
of partnership, association or other business entity gains or losses or will be or control the managing director, managing member, general
partner or other managing Person of such partnership, association or other business entity. A Subsidiary of a Person will also include
any variable interest entity which is consolidated with such Person under applicable accounting rules.


 


“Target Company”
means each of the Company and its direct and indirect Subsidiaries.


 


“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.


 






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“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 and any common law rights therein), whether registered or unregistered, and
all registrations and applications for registration and renewal thereof.


 


“Trading Day”
means any day on which Purchaser Class A Ordinary Shares are actually traded on the principal securities exchange or securities market
on which the Purchaser Class A Ordinary Shares are then traded; provided, that a Trading Day shall not include (and any Trading Day measurement
period shall ignore) any date, the occurrence or existence, during the one-half hour period ending at the scheduled close of trading on
such date on the principal securities exchange or securities market on which the Purchaser Class A Ordinary Shares are then traded, of
any material suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the principal
securities exchange or securities market on which the Purchaser Class A Ordinary Shares are then traded or otherwise) of shares of Purchaser
Class A Ordinary Shares or of any option, contract or future contract relating to shares of Purchaser Class A Ordinary Shares.


 


“Transaction Expenses”
means all fees and expenses of any of the Target Companies incurred or payable as of the Closing and not paid prior to the Closing (i)
in connection with the consummation of the transactions contemplated hereby, including any amounts payable to professionals (including
investment bankers, brokers, finders, attorneys, accountants and other consultants and advisors) retained by or on behalf of any of the
Target Companies, (ii) any change in control bonus, transaction bonus, retention bonus, termination or severance payment or payment relating
to terminated options, warrants or other equity appreciation, phantom equity, profit participation or similar rights, in any case, to
be made to any current or former employee, independent contractor, director or officer of any of the Target Companies at or after the
Closing pursuant to any agreement to which any of the Target Companies is a party prior to the Closing which become payable (including
if subject to continued employment) as a result of the execution of this Agreement or the consummation of the transactions contemplated
hereby and (iii) any Taxes imposed in connection with the transfer of the Purchased Shares that are imposed on the Company.


 






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“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 Account Agreement, dated as of February 12, 2020, as it may be amended, by and between
the Purchaser and the Trustee, as well as any other agreements entered into related to or governing the Trust Account.


 


“Trustee”
means American Stock Transfer & Trust Company LLC, in its capacity as trustee under the Trust Agreement.


 


“VWAP”
means, for any security as of any date(s), the dollar volume-weighted average price for such security on the principal securities exchange
or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00
p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does
not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for
such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg,
or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing
bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group Inc. If the
VWAP cannot be calculated for such security on such date(s) on any of the foregoing bases, the VWAP of such security on such date(s) shall
be the fair market value as reasonably determined by reasonably and in good faith by a majority of the disinterested independent directors
of the board of directors (or equivalent governing body) of the applicable issuer. All such determinations shall be appropriately adjusted
for any share dividend, share split, share combination, recapitalization or other similar transaction during such period.


 


12.2         
Section References. The following capitalized terms, as used in this Agreement, have the respective meanings given
to them in the Section as set forth below adjacent to such terms:


 


	Term	Section
	AAA Procedures	11.4
	Accounts Receivable	4.24
	Acquisition Proposal	6.6(a)
	Adjustment Amount	1.5(c)
	Agreement	Preamble
	Alternative Transaction	6.6(a)
	Amended Charter	6.11(a)
	Antitrust Laws	6.9(b)
	Basket	7.3(a)
	Business Combination	10.1



 






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	Term	Section
	CFO	1.5(a)
	Claim Notice	7.4(b)
	Closing	2.1
	Closing Date	2.1
	Closing Exchange Shares	1.4
	Closing Filing	6.12(b)
	Closing Press Release	6.12(b)
	Closing Redemption	6.11(a)
	Closing Statement	1.5(a)
	Company	Preamble
	Company Benefit Plan	4.18(a)
	Company Directors	6.16(a)
	Company Disclosure Schedules	Article IV
	Company Financials	4.7(a)
	Company IP	4.13(d)
	Company IP Licenses	4.13(a)
	Company Material Contract	4.12(a)
	Company Permits	4.10
	Company Personal Property Leases	4.16
	Company Real Property Leases	4.15
	Company Registered IP	4.13(a)
	CSRC	4.26(a)
	Company Valuation	1.2
	D&O Indemnified Persons	6.16(c)
	Data Protection Laws	4.13(f)
	Dispute	11.4
	EGS	2.1
	Employment Agreements	8.3(d)(vi)
	Enforceability Exceptions	3.2
	Environmental Permit	4.19(a)
	Escrow Account	1.3(a)
	Escrow Agreement	1.3(a)
	Escrow Shares	1.3(a)
	Estimated Closing Statement	1.4
	Exchange Shares	1.2
	Expenses	9.3
	Expiration Date	1.3(b)
	Extension	6.3(a)
	Federal Securities Laws	6.11(b)
	Incentive Plan	6.11(a)
	Indemnitee	7.2
	Indemnitor	7.2
	Independent Expert Notice Date	1.5(a)
	Interim Balance Sheet Date	4.7(a)
	Interim Period	6.1(a)
	Lock-Up Agreement	Recitals
	Loss	7.2
	Non-Competition Agreement	Recitals
	Objection Statement	1.5(a)
	Off-the-Shelf Software	4.13(a)
	Offer to Purchase	6.11(a)
	Outbound IP License	4.13(c)
	Outside Date	9.1(b)




 






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	Term	Section
	Party(ies)	Preamble
	Pending Claims	1.3(b)
	Post-Closing Purchaser Board	6.16(a)
	PRC	Recitals
	PRC Establishment Documents	4.4(b)
	PRC Mergers and Acquisitions Rules	4.26(b)
	PRC Overseas Investment and Listing Regulations	4.26(a)
	PRC Target Company	4.4(b)
	PRC Tax Bulletin No. 7	6.19(b)(ii)
	Pro Rata Share	1.2
	Proxy Statement	6.11(a)
	Public Shareholders	10.1
	Purchased Shares	1.1
	Purchaser	Preamble
	Purchaser Director	6.16(a)
	Purchaser Disclosure Schedules	Article III
	Purchaser Financials	3.6(b)
	Purchaser Material Contract	3.16(a)
	Purchaser Representative	Preamble
	Redemption	3.5(b)
	Reference Statement	1.4
	Registration Rights Agreement	Recitals
	Related Person	4.20
	Released Claims	10.1
	Releasing Persons	10.2
	Representative Party	1.5(a)
	Required Shareholder Vote	8.1(a)
	Resolution Period	11.4
	SAFE	4.26(a)
	SEC Reports	3.6(a)
	Seller Representative	Preamble
	Sellers	Preamble
	Shareholder Approval Matters	6.11(a)
	Shareholder Meeting	6.11(a)
	Signing Filing	6.12(b)
	Signing Press Release	6.12(b)
	Solicitation Documents	6.11(a)
	Special Representations	7.1(a)
	Specified Courts	11.5
	Tax Claim	6.19(a)
	Tax Contest	6.19(a)
	Termination Fee	9.4
	Third Party Claim	7.4(c)
	Top Customer	4.22
	Top Vendor	4.22



 


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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.


 


	 	The Purchaser: 
	 	 	 
	 	YUNHONG INTERNATIONAL
	 	 
	 	By:	 	/s/
    Li Yubao
	 		Name:	Li Yubao
	 		Title:	Chairman
	 	 	 
	 	The Purchaser
    Representative: 
	 	 	 
	 	LF INTERNATIONAL
    PTE. LTD., solely in its capacity as the Purchaser Representative hereunder
	 	 	 
	 	By:	 	/s/
    Li Yubao
	 		Name:	Li Yubao
	 		Title:	Chairman
	 	 	 
	 	The Company:
	 	 	 
	 	GIGA ENERGY
    INC.
	 	 	 
	 	By:	/a/
    Ian Hanna
	 		Name:	Ian Hanna
	 		Title:	Chief Executive Officer
	 	 	 
	 	The Seller
    Representative:
	 	 	 
	 	/s/
    Yang Lan
	 	Yang Lan, solely
    in her capacity as the Seller Representative hereunder




 


[Signature Page to Share Exchange Agreement]


 






     


     


    

 



 


	 	The
    Sellers:
	 	 
	 	Weshare
    (Fujian) New Energy Motor Co., Ltd.
	 	 
	 	By:	/s/
Jie Cai
	 	 	Name:	Jie
    Cai
	 	 	Title:	




 


	 	Prime
    Alpha Investment Inc.
	 	 
	 	By:	/s/
    Sun Seven
	 	 	Name:	Sun
Seven
	 	 	Title:	




 


	 	Sun
    Seven Stars Trust
	 	 
	 	By:	/s/
Run Yang
	 	 	Name:	Run
    Yang
	 	 	Title:	






 


	 	Sun
    Seven Stars Gift Holdings Ltd.
	 	 
	 	By:	 /s/ Yun Zhu
	 	 	Name:	Yun Zhu
	 	 	Title:	Director




 


	 	Sun
    Seven Stars Investment Group Limited
	 	 
	 	By:	/s/
Run Yang
	 	 	Name:	/s/
Run Yang
	 	 	Title:	




 


	 	Chongqing
    Caiju Investment Limited
	 	 
	 	By:	/s/ Hung Yun Huang 
	 	 	Name:	Hung Yun Huang
	 	 	Title:	



 


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Page to Share Exchange Agreement] 


 



     


     


    

 


	 	Keysbond
    Holdings Limited
	 	 
	 	By:	/s/ Jiang Fung 
	 	 	Name:	Jiang Fung
	 	 	Title:	




 


	 	Ocasia
    Group Holdings Ltd.
	 	 
	 	By:	/s/
     
	 	 	Name:	
	 	 	Title:	




 


	 	Hong Kong Creation Century Industrial Development Co., Limited
	 	 
	 	By:	/s/ H.T. Wang 
	 	 	Name:	H.T. Wang
	 	 	Title:	
	 	 
	 	Star Thrive Group Limited
	 	 
	 	By:	/s/ Jiang Fung 
	 	 	Name:	Jiang Fung
	 	 	Title:	
	 	 
	 	Peng Run Limited
	 	 
	 	By:	/s/ Tung Wu 
	 	 	Name:	Tung Wu
	 	 	Title:	
	 	 
	 	Harvest Seven Starts Information Technology (Tianjin) Co., Ltd.
	 	 
	 	By:	/s/ Yun Zhu 
	 	 	Name:	Yun Zhu
	 	 	Title:	Director




 


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Page to Share Exchange Agreement] 


 






     


     


    

 


	 	Talent Cloud Limited
	 	 
	 	By:	/s/ Sergio Camarero
	 	 	Name:	Sergio Camarero
	 	 	Title:	Chief Executive Officer
	 	 
	 	Harvest Tech Investment Management (HK) Co., Ltd.
	 	 
	 	By:	
/s/  
	 	 	Name:	 
	 	 	Title:	 
	 	 
	 	Arc Group Limited
	 	 
	 	By:	/s/ Abraham Dominguez Cinta
	 	 	Name:	Abraham Dominguez Cinta
	 	 	Title:	Chief Executive Officer
	 	 
	 	Sun Seven Stars Gift Holdings Ltd.
	 	 
	 	By:	/s/ Yun Zhu 
	 	 	Name:	Yun Zhu
	 	 	Title:	Director






 


	 	 	/s/ Tu Zeng
	 	Name:	Tu
    Zeng
	 	 
	 	 	/s/ Jinhua Zheng
	 	Name:	Jinhua
    Zheng
	 	 
	 	 	/s/ Rongguang Chen
	 	Name:	Rongguang
    Chen
	 	 
	 	 	/s/ Yen Zhu
	 	Name:	Yun
    Zhu
	 	 
	 	 	/s/ Ailyn Cortez Henke Von Parpart
	 	Name:	Ailyn
    Cortez Henke Von Parpart



 


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Page to Share Exchange Agreement] 


 






     


     


    

 


	 	 	/s/ Francisco Juan Sanchez
	 	Name:	Francisco
    Juan Sanchez
	 	 
	 	 	/s/ John Wallace
	 	Name:	John
    Wallace
	 	 
	 	 	/s/ Ian Lee Hanna
	 	Name:	Ian
    Lee Hanna
	 	 
	 	 	/s/ Richard Mark Frankel
	 	Name:	Richard
    Mark Frankel
	 	 
	 	 	/s/ Mengyang Zhang
	 	Name:	Mengyang
    Zhang
	 	 
	 	 	/s/ John Young Simpson
	 	Name:	John
    Young Simpson
	 	 
	 	 	/s/ Anne Campbell Beagan
	 	Name:	Anne
    Campbell Beagan
	 	 
	 	 	/s/ Kevin Wu
	 	Name:	Kevin
    Wu
	 	 
	 	 	/s/ Joseph Lawrence Valenza
	 	Name:	Joseph
    Lawrence Valenza
	 	 
	 	 	/s/ Norman Tsui
	 	Name:	Norman
    Tsui
	 	 
	 	 	/s/ Szu Min Chiu
	 	Name:	Szu Min Chiu
	 	 
	 	 	/s/ Feng Li
	 	Name:	Feng
    Li
	 	 
	 	 	/s/ Samuel Nunberg
	 	Name:	Samuel
    Nunberg



 


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	 	 	/s/ Richard John Martin
	 	Name:	Richard
    John Martin
	 	 
	 	 	/s/ Mikky Ho
	 	Name:	Mikky
    Ho
	 	 
	 	 	/s/ Robert Mark Hoey
	 	Name:	Robert
    Mark Hoey
	 	 
	 	 	/s/ Timothy Douglas Poor
	 	Name:	Timothy
    Douglas Poor
	 	 
	 	 	/s/ Cecil Te-Hwai Ho
	 	Name:	Cecil
    Te-Hwai Ho
	 	 
	 	 	/s/ Benny Dharmawan
	 	Name:	Benny
    Dharmawan
	 	 
	 	 	/s/ Sanglim Ahn
	 	Name:	Sanglim
    Ahn
	 	 
	 	 	/s/ Seuk Kyung Sung
	 	Name:	Seuk
    Kyung Sung
	 	 
	 	 	/s/ Bing Wu
	 	Name:	Bing
    Wu



 


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Page to Share Exchange Agreement] 


 






     


     


    

 


ANNEX
I


List
of Sellers


 


	Name	 	Number
    of Shares	 	 	Pro
    Rata Share	 
	Weshare
    (Fujian) New Energy Motor Co., Ltd	 	 	1,020,000,000	 	 	 	13.87	%
	Prime
    Alpha Investment Inc.	 	 	340,000,000	 	 	 	4.62	%
	Sun
    Seven Stars Trust	 	 	354,615,385	 	 	 	4.82	%
	Sun
    Seven Stars Gift Holdings Ltd.	 	 	3,012,984,615	 	 	 	40.97	%
	Sun
    Seven Stars Investment Group Limited	 	 	344,000,000	 	 	 	4.68	%
	Chongqing
    Caiju Investment Limited	 	 	170,000,000	 	 	 	2.31	%
	Keysbond
    Holdings Limited	 	 	15,384,615	 	 	 	0.21	%
	Ocasia
    Group Holdings Ltd.	 	 	2,000,000	 	 	 	0.03	%
	Hong
    Kong Creation Century Industrial Development Co., Limited	 	 	2,000,000	 	 	 	0.03	%
	Star
    Thrive Group Limited	 	 	30,000,000	 	 	 	0.41	%
	Peng
    Run Limited	 	 	2,000,000	 	 	 	0.03	%
	Harvest
    Seven Stars Information Technology (Tianjin) Co., Ltd.	 	 	188,320,000	 	 	 	2.42	%
	Tu
    Zeng	 	 	62,000,000	 	 	 	0.84	%
	Jinhua
    Zheng	 	 	224,480,000	 	 	 	3.05	%
	Rongguang
    Chen	 	 	61,200,000	 	 	 	0.83	%
	Yun
    Zhu	 	 	146,400,000	 	 	 	1.99	%
	Ailyn
    Cortez Henke Von Parpart	 	 	2,000,000	 	 	 	0.03	%
	Francisco
    Juan Sanchez	 	 	20,000,000	 	 	 	0.27	%
	John
    Wallace	 	 	5,000,000	 	 	 	0.07	%
	Ian
    Lee Hanna	 	 	50,000,000	 	 	 	0.68	%
	Richard
    Mark Frankel	 	 	10,000,000	 	 	 	0.14	%
	Mengyang
    Zhang	 	 	2,000,000	 	 	 	0.03	%
	John
    Young Simpson	 	 	4,000,000	 	 	 	0.05	%
	TalentCloud
    Limited	 	 	1,000,000	 	 	 	0.01	%
	Anne
    Campbell Beagan	 	 	10,000,000	 	 	 	0.14	%
	Kevin
    Wu	 	 	2,000,000	 	 	 	0.03	%
	Joseph
    Lawrence Valenza	 	 	4,000,000	 	 	 	0.05	%
	Norman
    Tsui	 	 	4,000,000	 	 	 	0.05	%
	Szu
    Min Chiu	 	 	1,000,000	 	 	 	0.01	%
	Feng
    Li	 	 	2,000,000	 	 	 	0.03	%
	Samuel
    Nunberg	 	 	2,000,000	 	 	 	0.03	%
	Richard
    John Martin	 	 	50,000,000	 	 	 	0.68	%
	Mikky
    Ho	 	 	10,000,000	 	 	 	0.14	%
	Robert
    Mark Hoey	 	 	20,000,000	 	 	 	0.27	%
	Timothy
    Douglas Poor	 	 	20,000,000	 	 	 	0.27	%
	Cecil
    Te-Hwai Ho	 	 	2,000,000	 	 	 	0.03	%
	Benny
    Dharmawan	 	 	5,000,000	 	 	 	0.07	%
	Sanglim
    Ahn	 	 	3,000,000	 	 	 	0.04	%
	Seuk
    Kyung Sung	 	 	1,000,000	 	 	 	0.01	%
	Bing
    Wu	 	 	40,000,000	 	 	 	0.54	%
	Harvest
    Tech Investment Management (HK) Co., Ltd.	 	 	384,615,385	 	 	 	5.23	%
	Arc
    Group Limited	 	 	170,000,000	 	 	 	2.31	%
	Sun
    Seven Stars Gift Holdings Ltd.	 	 	554,615,385	 	 	 	7.54	%
	 	 	 	 	 	 	 	 	 
	 	 	 	7,354,615,385	 	 	 	100.00	%



 


[Signature Page to Share
Exchange Agreement]