Exhibit 10.4 


 


Final Form 


 


NON-COMPETITION AND NON-SOLICITATION AGREEMENT


 


THIS NON-COMPETITION AND
NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of [●] by, the undersigned,
[_________________] (the “Subject Party”), in favor of and for the benefit of Yunhong International, a
Cayman Islands exempted company, which will be known after the consummation of the transactions contemplated by the Share Exchange Agreement
(as defined below) as “Giga Energy Ltd.” (including any successor entity thereto, “Purchaser”),
Giga Energy Inc., a corporation formed under the laws of British Columbia, Canada (the “Company”), and
each of Purchaser’s (as of after the Closing (as defined in the Share Exchange Agreement)) and/or the Company’s respective
Affiliates, successors and direct and indirect Subsidiaries (collectively with Purchaser and the Company, the “Covered Parties”).
Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Share Exchange Agreement.


 


WHEREAS, on May 14, 2021,
Purchaser, the Company and the Subject Party entered into that certain Share Exchange Agreement (as amended from time to time in accordance
with the terms thereof, the “Share Exchange Agreement”), by and among (i) Purchaser; (ii) LF International
Pte. Ltd., a Republic of Singapore company, in the capacity as the Purchaser Representative thereunder (including any successor Purchaser
Representative appointed in accordance therewith, the “Purchaser Representative”); (iii) the Company and (iv)
the shareholders of the Company named therein, including the Subject Party; pursuant to which, subject to the terms and conditions thereof,
Purchaser will acquire all of the issued and outstanding equity interests of the Company in exchange for Purchaser’s ordinary shares;


 


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, in connection with,
and as a condition to the consummation of the transactions contemplated by the Share Exchange Agreement (the “Transactions”),
and to enable Purchaser to secure more fully the benefits of the Transactions, including the protection and maintenance of the goodwill
and confidential information of the Company and its Subsidiaries, Purchaser has required that the Subject Party enter into this Agreement;


 


WHEREAS, the Subject Party
is entering into this Agreement in order to induce Purchaser to consummate the Transactions, pursuant to which the Subject Party will
directly or indirectly receive a material benefit; and


 


WHEREAS, the Subject Party,
as a former and/or current shareholder, director, officer or employee of the Company or its Subsidiaries, has contributed to the value
of the Company and has obtained extensive and valuable knowledge and confidential information concerning the business of the Company
and its Subsidiaries.


 


NOW, THEREFORE, in order
to induce Purchaser to consummate the Transactions, and for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Subject Party hereby agrees as follows:


 






     


     


    

 


1.                  
Restriction on Competition.


 


(a)               
Restriction. The Subject Party hereby agrees that during the period from the Closing until the one (1) year anniversary
of the Closing Date (the “Restricted Period”), the Subject Party will not, and will cause its Affiliates not
to, without the prior written consent of Purchaser (which may be withheld in its sole discretion), anywhere in the PRC or in any other
markets in which the Covered Parties are engaged, in the Business as of the Closing Date or during the Restricted Period (the “Territory”),
directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate
in the ownership, management, financing or control of, or become engaged or serve as an officer, director, member, partner, employee,
agent, consultant, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business (a “Competitor”).
Notwithstanding the foregoing, the Subject Party and its Affiliates may (1) own passive investments of no more than five percent (5%)
of any class of outstanding equity interests in a Competitor that is publicly traded, so long as the Subject Party and his Affiliates
and their respective directors, officers, managers and employees who were involved with the business of the Company or its Subsidiaries
are not involved in the management or control of such Competitor (“Permitted Ownership”) and (2) may directly
or indirectly engage in the Business as set forth on Exhibit A (“Permitted Activities”).


 


(b)               
Acknowledgment. The Subject Party acknowledges and agrees, based upon the advice of legal counsel and/or the Subject Party’s
own education, experience and training, that (i) the Subject Party possesses knowledge of confidential information of the Company and
its Subsidiaries and the Business, (ii) the Subject Party’s execution of this Agreement is a material inducement to Purchaser to
consummate the Transactions and to realize the goodwill of the Company and its Subsidiaries, for which the Subject Party will receive
a substantial direct or indirect financial benefit, and that Purchaser would not have entered into the Share Exchange Agreement or consummated
the Transactions but for the Subject Party’s agreements set forth in this Agreement; (iii) it would impair the goodwill of the
Company and its Subsidiaries and reduce the value of the assets of the Company and its Subsidiaries and cause serious and irreparable
injury if the Subject Party were to use his ability and knowledge by engaging in the Business in competition with a Covered Party, and/or
to otherwise breach the obligations contained herein and that the Covered Parties would not have an adequate remedy at law because of
the unique nature of the Business, (iv) neither the Subject Party nor its Affiliates have any intention of engaging in the Business (other
than through the Covered Parties) during the Restricted Period other than through Permitted Ownership or in connection with Permitted
Activities, (v) the relevant public policy aspects of restrictive covenants, covenants not to compete and non-solicitation provisions
have been discussed, and every effort has been made to limit the restrictions placed upon the Subject Party to those that are reasonable
and necessary to protect the Covered Parties’ legitimate interests, (vi) the Covered Parties conduct and intend to conduct the
Business everywhere in the Territory and compete with other businesses that are or could be located in any part of the Territory, (vii)
the foregoing restrictions on competition are fair and reasonable in type of prohibited activity, geographic area covered, scope and
duration, (viii) the consideration provided to the Subject Party under this Agreement and the Share Exchange Agreement is not illusory,
and (ix) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the
Covered Parties.


 






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2.                  
No Solicitation; No Disparagement.


 


(a)               
No Solicitation of Employees and Consultants. The Subject Party agrees that, during the Restricted Period, the Subject
Party will not, and will not permit his Affiliates to, without the prior written consent of Purchaser (which may be withheld in its sole
discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance
of the Subject Party’s or its Affiliate’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage
as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); provided that with respect
to an independent contractor or consultant as it relates to services related to the Business that would cause the Subject Party to be
in violation of this Agreement,(ii) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any
Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii)
in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided,
however, the Subject Party and its Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel
voluntarily and independently solicits an offer of employment from the Subject Party or its Affiliate (or other Person whom the Subject
Party or its Affiliate is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf
of the Subject Party or its Affiliate (or such other Person whom the Subject Party or its Affiliate is acting on behalf of) that is not
targeted at such Covered Personnel or Covered Personnel generally,. For purposes of this Agreement, “Covered Personnel”
shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, as of the date of determination
or during the six months (6) month period preceding such date.


 


(b)               
Non-Solicitation of Customers and Suppliers. The Subject Party agrees that, during the Restricted Period, the Subject Party
will not, and will not permit his Affiliates to, without the prior written consent of Purchaser (which may be withheld in its sole discretion),
individually or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of the Subject Party’s
or its Affiliate’s duties on behalf of the Covered Parties), directly or indirectly: (i) solicit, induce, encourage or otherwise
knowingly cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a
client or customer of any Covered Party with respect to the Business or (B) reduce the amount of business of such Covered Customer with
any Covered Party, or otherwise alter such business relationship in a manner adverse to any Covered Party, in either case, with respect
to or relating to the Business; (ii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship
between any Covered Party and any Covered Customer; (iii) divert any business with any Covered Customer relating to the Business from
a Covered Party; (iv) solicit for business, provide services to, engage in or do business with, any Covered Customer for products or
services that are part of the Business other than in connection with the performance of his duties as an employee, officer, director,
agent or consultant of the Covered Parties; or (v) interfere with or disrupt (or attempt to interfere with or disrupt), any Person that
was a vendor, supplier, distributor, agent or other service provider of a Covered Party at the time of such interference or disruption,
for a purpose competitive with a Covered Party as it relates to the Business. For purposes of this Agreement, a “Covered
Customer” shall mean any Person who is or was an actual customer or client (or prospective customer or client with whom
a Covered Party actively marketed or made or taken specific action to make a proposal) of a Covered Party, as of such date of determination
or during the one (1) year period preceding such date.


 


(c)               
Non-Disparagement. The Subject Party agrees that from and after the Closing until the second (2nd) anniversary
of the end of the Restricted Period, the Subject Party will not, and will not permit its Affiliates to, directly or indirectly engage
in any conduct that involves the making or publishing (including through electronic mail distribution or online social media) of any
written or oral statements or remarks (including the repetition or distribution of derogatory rumors, allegations, negative reports or
comments) that are disparaging, deleterious or damaging to the integrity, reputation or good will of one or more Covered Parties or their
respective management, officers or employees. Notwithstanding the foregoing, subject to Section 3 below, the provisions of this
Section 2(c) shall not restrict the Subject Party or its Affiliates from providing truthful testimony or information in response
to a subpoena or investigation by a Governmental Authority or in connection with any legal action by the Subject Party or its Affiliate
against any Covered Party under this Agreement, the Share Exchange Agreement or any other Ancillary Document that is asserted by the
Subject Party or its Affiliate in good faith.


 






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3.                  
Confidentiality. From and after the Closing Date, the Subject Party will, and will use his commercially reasonable efforts
to cause his Representatives to, keep confidential and not (except, if applicable, in the performance of the Subject Party’s duties
on behalf of the Covered Parties) directly or indirectly use, disclose, reveal, publish, transfer or provide access to, any and all Covered
Party Information without the prior written consent of Purchaser (which may be withheld in its sole discretion). As used in this Agreement,
 “Covered Party Information” means all material and information relating to the business, affairs and assets
of any Covered Party, including material and information that concerns or relates to such Covered Party’s bidding and proposal,
technical information, computer hardware or software, administrative, management, operational, data processing, financial, marketing,
customer, sales, human resources, employees, vendors, business development, planning and/or other business activities, regardless of
whether such material and information is maintained in physical, electronic, or other form, that is: (A) gathered, compiled, generated,
produced or maintained by such Covered Party through its Representatives, or provided to such Covered Party by its suppliers, service
providers or customers; and (B) intended and maintained by such Covered Party or its Representatives, suppliers, service providers or
customers to be kept in confidence. Covered Party Information also includes information disclosed to any Covered Party by third parties
to the extent that a Covered Party has an obligation of confidentiality in connection therewith. The obligations set forth in this Section
3 will not apply to any Covered Party Information that: (i) becomes known or available through other lawful sources not bound by
a confidentiality agreement with, or other confidentiality obligation with respect to such material of information; (ii) is or becomes
publicly known through no violation of this Agreement or other non-disclosure obligation of the Subject Party or any of its Representatives;
(iii) is already in the possession of the Subject Party at the time of disclosure through lawful sources not bound by a confidentiality
agreement or other confidentiality obligation as evidenced by the Subject Party’s documents and records; or (iv) is required to
be disclosed pursuant to an order of any administrative body or court of competent jurisdiction (provided that (A) the applicable Covered
Party is given reasonable prior written notice, (B) the Subject Party cooperates (and causes its Representatives to cooperate), at the
Covered Party’s expense, with any reasonable request of any Covered Party to seek to prevent or narrow such disclosure and (C)
if after compliance with clauses (A) and (B) such disclosure is still required, the Subject Party and its Representatives only disclose
such portion of the Covered Party Information that is expressly required by such order, as it may be subsequently narrowed).


 


4.                  
Representations and Warranties. The Subject Party hereby represents and warrants, to and for the benefit of the Covered Parties
as of the date of this Agreement and as of the Closing Date, that: (a) the Subject Party has full power and capacity to execute and deliver,
and to perform all of the Subject Party’s obligations under this Agreement; and (b) neither the execution and delivery of this
Agreement nor the performance of the Subject Party’s obligations hereunder will result directly or indirectly in a violation or
breach of any agreement or obligation by which the Subject Party is a party or otherwise bound. By entering into this Agreement, the
Subject Party certifies and acknowledges that the Subject Party has carefully read all of the provisions of this Agreement, and that
the Subject Party voluntarily and knowingly enters into this Agreement.


 


5.                  
Remedies. The covenants and undertakings of the Subject Party contained in this Agreement relate to matters which are of a
special, unique and extraordinary character and a violation of any of the terms of this Agreement may cause irreparable injury to the
Covered Parties, the amount of which may be impossible to estimate or determine and which cannot be adequately compensated. The Subject
Party agrees that, in the event of any breach or threatened breach by the Subject Party of any covenant or obligation contained in this
Agreement, each applicable Covered Party will be entitled to obtain the following remedies (in addition to, and not in lieu of, any other
remedy at law or in equity or pursuant to the Share Exchange Agreement or the other Ancillary Documents that may be available to the
Covered Parties, including monetary damages), and a court of competent jurisdiction may award: (i) an injunction, restraining order or
other equitable relief restraining or preventing such breach or threatened breach, without the necessity of proving actual damages or
posting bond or security or that monetary damages would be insufficient, which the Subject Party expressly waives; and (ii) recovery
of the Covered Party’s attorneys’ fees and costs incurred in enforcing the Covered Party’s rights under this Agreement.
The Subject Party hereby consents to the award of any of the above remedies to the applicable Covered Party in connection with any such
breach or threatened breach.


 






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6.                  
Survival of Obligations. The expiration of the Restricted Period will not relieve the Subject Party of any obligation or liability
arising from any breach by the Subject Party of this Agreement during the Restricted Period. The Subject Party further agrees that the
time period during which the covenants contained in Section 1 and Section 2 of this Agreement will be effective will be
computed by excluding from such computation any time during which the Subject Party is in violation of any provision of such Sections.


 


7.                  
Miscellaneous.


 


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


 


	 	 
	If to the Purchaser at or prior to the Closing:   	With a copy to (which shall not constitute notice):
	 	 
	Yunhong International	Ellenoff Grossman & Schole, LLP
	4 – 19/F, 126 Zhong Bei,	1345 Avenue of the Americas, 11th Floor   
	Wuchang District, Wuhan, China, 43006	New York, NY 10105






	Attn: Patrick Orlando, CEO	Attn:	Attn:    Barry I. Grossman, Esq.
	Telephone No.: +86 131 4555	Fax:	(212) 370-7889
	 5555	Tel:	(212) 370-1300
	Email: porlando@benesserecapital.com   	Email:	Email:   bigrossman@egsllp.com



 


	If to the Purchaser Representative:  	With a copy to (which shall not constitute notice):   
	 	 
	LF International Pte. Ltd.	Ellenoff Grossman & Schole, LLP
	LF International Pte. Ltd.	1345 Avenue of the Americas, 11th Floor
	470 North Bridge Road, #05-12 	New York, NY 10105
	Bugis Cube – Singapore (188735)	Attn:	Attn:    Barry I. Grossman, Esq.
	Attention: Yubao Li	Fax:	(212) 370-7889
	Telephone No.: 18086626600	Tel:	(212) 370-1300
	Email: yubao.li@yunhongkg.com 	Email: 	bigrossman@egsllp.com







	 	 	 



 






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	If to Purchaser (or any other Covered
    Party) 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 copies to (which shall not constitute
    notice):

     

    Loeb & Loeb LLP

    345 Park Avenue, New York, NY 10154

    Attn:     Mitchell S. Nussbaum, Esq.

    Ronelle C. Porter Esq.

    Facsimile No.: (212) 407-4990

    Telephone No.: (212) 407-4000

    (212) 407-4110

    Email:mnussbaum@loeb.com

    rporter@loeb.comcom

     

    and

     

    the Purchaser Representative (and its copy for
    notices hereunder)

     

	If
    to the Subject Party, to:  the address set forth below the Subject Party’s name on the signature page to this
    Agreement.


 


(b)               
Integration and Non-Exclusivity. This Agreement, the Share Exchange Agreement and the other Ancillary Documents contain
the entire agreement between the Subject Party and the Covered Parties concerning the subject matter hereof. Notwithstanding the foregoing,
the rights and remedies of the Covered Parties under this Agreement are not exclusive of or limited by any other rights or remedies which
they may have, whether at law, in equity, by contract or otherwise. Without limiting the generality of the foregoing, the rights and
remedies of the Covered Parties, and the obligations and liabilities of the Subject Party and its Affiliates, under this Agreement, are
in addition to their respective rights, remedies, obligations and liabilities (i) under the laws of unfair competition, misappropriation
of trade secrets, or other requirements of statutory or common law, or any applicable rules and regulations and (ii) otherwise conferred
by contract, including the Share Exchange Agreement and any other written agreement between the Subject Party or its Affiliate and any
of the Covered Parties. Nothing in the Share Exchange Agreement will limit any of the obligations, liabilities, rights or remedies of
the Subject Party or the Covered Parties under this Agreement, nor will any breach of the Share Exchange Agreement or any other agreement
between the Subject Party or its Affiliate and any of the Covered Parties limit or otherwise affect any right or remedy of the Covered
Parties under this Agreement. If any term or condition of any other agreement between the Subject Party or its Affiliate and any of the
Covered Parties conflicts or is inconsistent with the terms and conditions of this Agreement, the more restrictive terms will control
as to the Subject Party or its Affiliate, as applicable.


 


(c)               
Severability; Reformation. Each provision of this Agreement is separable from every other provision of this Agreement.
If any provision of this Agreement is found or held to be invalid, illegal or unenforceable, in whole or in part, by a court of competent
jurisdiction, then (i) such provision will be deemed amended to conform to applicable laws so as to be valid, legal and enforceable to
the fullest possible extent, (ii) the invalidity, illegality or unenforceability of such provision will not affect the validity, legality
or enforceability of such provision under any other circumstances or in any other jurisdiction, and (iii) the invalidity, illegality
or unenforceability of such provision will not affect the validity, legality or enforceability of the remainder of such provision or
the validity, legality or enforceability of any other provision of this Agreement. The Subject Party and the Covered Parties will substitute
for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal
and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision. Without limiting the foregoing, if any court
of competent jurisdiction determines that any part hereof is unenforceable because of the duration, geographic area covered, scope of
such provision, or otherwise, such court will have the power to reduce the duration, geographic area covered or scope of such provision,
as the case may be, and, in its reduced form, such provision will then be enforceable.


 






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(d)               
Amendment; Waiver. This Agreement may not be amended or modified in any respect, except by a written agreement executed
by the Subject Party and Purchaser and/or the Purchaser Representative (or their respective permitted successors or assigns). No waiver
will be effective unless it is expressly set forth in a written instrument executed by the waiving party (and if such waiving party is
a Covered Party, the Purchaser Representative) and any such waiver will have no effect except in the specific instance in which it is
given. Any delay or omission by a party in exercising its rights under this Agreement, or failure to insist upon strict compliance with
any term, covenant, or condition of this Agreement will not be deemed a waiver of such term, covenant, condition or right, nor will any
waiver or relinquishment of any right or power under this Agreement at any time or times be deemed a waiver or relinquishment of such
right or power at any other time or times.


 


(e)               
Dispute Resolution. Any and all disputes, controversies and claims claim (other than applications for a temporary restraining
order, preliminary injunction, permanent injunction or other equitable relief or application for enforcement of a resolution under this
Section 7(e)) arising out of, related to, or in connection with this Agreement or the subject matter hereof (a “Dispute”)
shall be governed by this Section 7(e). 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. Any
Dispute that is not resolved may at any time after the delivery of such notice immediately be referred to and finally resolved by arbitration
pursuant to the then-existing Expedited Procedures of the Commercial Arbitration Rules (the “AAA Procedures”)
of the American Arbitration Association (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 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.


 






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(f)                
 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 7(e), all Actions arising
out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New
York (or in any appellate courts thereof) (the “Specified Courts”). Subject to Section 7(e), 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 or in equity. Each party irrevocably consents to the service of the summons and complaint and any other process
in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property,
by personal delivery of copies of such process to such party at the applicable address set forth in Section 7(a). Nothing in this
Section 7(f) shall affect the right of any party to serve legal process in any other manner permitted by Law.


 


(g)               
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 7(g). ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 7(g) WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.


 


(h)               
Successors and Assigns; Third Party Beneficiaries. This Agreement will be binding upon the Subject Party and the Subject
Party’s estate, successors and assigns, and will inure to the benefit of the Covered Parties, and their respective successors and
assigns. Each Covered Party may freely assign any or all of its rights under this Agreement, at any time, in whole or in part, to any
Person which acquires, in one or more transactions, at least a majority of the equity securities (whether by equity sale, merger or otherwise)
of such Covered Party or all or substantially all of the assets of such Covered Party and its Subsidiaries, taken as a whole, without
obtaining the consent or approval of the Subject Party. The Subject Party agrees that the obligations of the Subject Party under this
Agreement are personal and will not be assigned by the Subject Party. Each of the Covered Parties are express third party beneficiaries
of this Agreement and will be considered parties under and for purposes of this Agreement.


 


(i)                
Purchaser Representative Authorized to Act on Behalf of Covered Parties. The parties acknowledge and agree that the Purchaser
Representative is authorized and shall have the sole right to act on behalf of Purchaser and the other Covered Parties under this Agreement,
including the right to enforce Purchaser’s rights and remedies under this Agreement. Without limiting the foregoing, in the event
that the Subject Party serves as a director, officer, employee or other authorized agent of a Covered Party, the Subject Party shall
have no authority, express or implied, to act or make any determination on behalf of a Covered Party in connection with this Agreement
or any dispute or Action with respect hereto.


 






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(j)                
Construction. The Subject Party acknowledges that the Subject Party has been represented by counsel, or had the opportunity
to be represented by counsel of the Subject Party’s choice. Any rule of construction to the effect that ambiguities are to be resolved
against the drafting party will not be applied in the construction or interpretation of this Agreement. Neither the drafting history
nor the negotiating history of this Agreement will be used or referred to in connection with the construction or interpretation of this
Agreement. The headings and subheadings contained in this Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. In this Agreement: (i) the words “include,” “includes” and “including”
when used herein shall be deemed in each case to be followed by the words “without limitation”; (ii) the definitions contained
herein are applicable to the singular as well as the plural forms of such terms; (iii) whenever required by the context, any pronoun
shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include
the plural and vice versa; (iv) the words “herein,” “hereto,” and “hereby” and other words of similar
import shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this
Agreement; (v) the word “if” and other words of similar import when used herein shall be deemed in each case to be followed
by the phrase “and only if”; (vi) the term “or” means “and/or”; and (vii) any agreement or instrument
defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from
time to time amended, modified or supplemented, including by waiver or consent and references to all attachments thereto and instruments
incorporated therein.


 


(k)               
Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and
the same agreement. A photocopy, faxed, scanned and/or emailed copy of this Agreement or any signature page to this Agreement, shall
have the same validity and enforceability as an originally signed copy.


 


(l)                
Effectiveness. This Agreement shall be binding upon the Subject Party upon the Subject Party’s execution and delivery
of this Agreement, but this Agreement shall only become effective upon the consummation of the Transactions. In the event that the Share
Exchange Agreement is validly terminated in accordance with its terms prior to the consummation of the Transactions, this Agreement shall
automatically terminate and become null and void, and the parties shall have no obligations hereunder.


 


[Remainder of Page Intentionally Left Blank;
Signature Page Follows]


 






    9 


     


    

 


IN WITNESS WHEREOF, the undersigned
has duly executed and delivered this Non-Competition and Non-Solicitation Agreement as of the date first written above.


	 	 	 
	 	Subject Party:
	 	 	 
	 	[	]
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Address for Notice:

    











	 	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	Facsimile
    No.:	 
	 	Telephone No.:	 
	 	Email:	 



 


{Signature Page to
Non-Competition Agreement}


 






     


     


    

 


Acknowledged
and accepted as of the date first written above:


 


	Purchaser: 
	 	 	 
	Yunhong International
	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	 	 	 
	The Company:	 
	 	 	 
	Giga Energy
    Inc.	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	 	 	 
	The Purchaser Representative:	 
	 	 	 
	LF International
    Pte. Ltd.	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 



 


{Signature Page to
Non-Competition Agreement}


 






     


     


    




 


Exhibit A


 


Permitted Activities


 


OxyLus Group Inc.


 


{Signature Page to
Non-Competition Agreement}