Exhibit 4.4


 


RIGHTS
AGREEMENT


 


This
Rights Agreement (this “Agreement”) is made as of [●], 2022 between Sunfire Acquisition Corp Limited, a Cayman Islands
exempted company with number 377443, with its executive offices at 1800 Avenue of the Stars, Suite 1475, Los Angeles, CA 90067 (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New
York 10004 (the “Rights Agent”).


 


WHEREAS,
the Company is engaged in a public offering (“Public Offering”) of units, each unit (“Unit”) comprised of one
Class A ordinary share with par value $0.0001 per share of the Company (“Ordinary Shares”) and one right to receive one-sixth
of one Ordinary Share (each a “Right” and collectively, the “Rights”), subject to adjustment, upon the happening
of the triggering event described herein;


 


WHEREAS,
in connection with the Public Offering, the Company will issue and deliver up to 10,000,000 Rights (or up to 11,500,000 Rights if the
underwriters’ over-allotment option is exercised in full) to the public investors;


 


WHEREAS,
the Company’s sponsor (as defined in the Registration Statement) has agreed to purchase up to 404,600 Units (or up to 442,100
Units if the underwriters’ over-allotment option is exercised in full), and in connection therewith, the Company will issue
and deliver up to an aggregate of 404,600 Rights (or up to 442,100 Rights if the underwriters’ over-allotment option
is exercised in full) as part of such Units upon consummation of such private placement;


 


WHEREAS,
the Company may issue up to 150,000 Units upon conversion of certain working capital loans made by the Company to the sponsor (as defined
in the Registration Statement) or an affiliate of the sponsor or certain of the Company’s officers and directors, and in connection
therewith, the Company will issue and deliver up to an aggregate of 150,000 Rights as part of such Units upon consummation of such conversion;


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File
No. 333-260461 (“Registration Statement”), and related Prospectus (“Prospectus”) for the registration, under
the Securities Act of 1933, as amended (“Act”), of, among other securities, the Rights and the Ordinary Shares issuable to
the holders of the Rights underlying the Units to be sold in the Public Offering;


 


WHEREAS,
the Company desires the Rights Agent to act on behalf of the Company, and the Rights Agent is willing to so act, in connection with the
issuance, registration, transfer and exchange of the Rights;


 


WHEREAS,
the Company desires to provide for the form and provisions of the Rights, the terms upon which they shall be issued, and the respective
rights, limitation of rights, and immunities of the Company, the Rights Agent, and the holders of the Rights; and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Rights, when executed on behalf of the Company and countersigned
by or on behalf of the Rights Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the
execution and delivery of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


	1.	Appointment
    of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company for the Rights, and the Rights
    Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this
    Agreement.


 


	2.	Rights.


 


	 	2.1	Form
    of Right. Each Right shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions
    of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board or Chief Executive
    Officer and the Secretary of the Company and shall bear a facsimile of the Company’s seal. In the event the person whose facsimile
    signature has been placed upon any Right shall have ceased to serve in the capacity in which such person signed the Right before
    such Right is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 




    	 



    	 



    

 


	 	2.2	Effect
    of Countersignature. Unless and until countersigned by the Rights Agent pursuant to this Agreement, a Right shall be invalid
    and of no effect and may not be exchanged for Ordinary Shares.


 


	 	2.3	Registration.


 


	 	2.3.1.	Right
    Register. The Rights Agent shall maintain books (“Right Register”) for the registration of original issuance and
    the registration of transfer of the Rights. Upon the initial issuance of the Rights, the Rights Agent shall issue and register the
    Rights in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered
    to the Rights Agent by the Company.


 


	 	2.3.2.	Registered
    Holder. Prior to due presentment for registration of transfer of any Right, the Company and the Rights Agent may deem and treat
    the person in whose name such Right shall be registered upon the Right Register (“registered holder”) as the absolute
    owner of such Right and of each Right represented thereby (notwithstanding any notation of ownership or other writing on a Right
    Certificate made by anyone other than the Company or the Rights Agent), for the purpose of the exchange thereof, and for all other
    purposes, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.


 


	 	2.4	Detachability
    of Rights. The securities comprising the Units, including the Rights, will not be separately transferable until the earlier to
    occur of: (i) the 52nd day following the date of the Prospectus or (ii) the announcement by EF Hutton, division of Benchmark Investments,
    LLC (the “Representative”) of its intention to allow separate earlier trading, except that in no event will the securities
    comprising the Units be separately tradeable until the Company files a Current Report on Form 8-K with the SEC which includes an
    audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering including the proceeds received
    by the Company from the exercise of the over-allotment option, if the over-allotment option is exercised by the date thereof and
    the Company issues a press release and files a Current Report on Form 8-K with the SEC announcing when such separate trading shall
    begin.


 


	3.	Terms
    and Exchange of Rights


 


	 	3.1	Rights.
    Each Right shall entitle the holder thereof to receive one-sixth of one Ordinary Share upon the happening of an Exchange Event (defined
    below). No additional consideration shall be paid by a holder of Rights in order to receive his, her or its Ordinary Shares upon
    an Exchange Event as the purchase price for such Ordinary Shares has been included in the purchase price for the Units. In no event
    will the Company be required to net cash settle the Rights or issue fractional Ordinary Shares.


 


	 	3.2	Exchange
    Event. An “Exchange Event” shall occur upon the Company’s consummation of an initial Business Combination (as
    described in the Company’s Amended and Restated Memorandum and Articles of Association).


 


	 	3.3	Exchange
    of Rights.


 


	 	3.3.1.	Issuance
    of Ordinary Shares. As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the
    Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall issue
    to the registered holder of such Right(s) the number of full Ordinary Shares to which he, she or it is entitled, registered in such
    name or names as may be directed by him, her or it and issue to such registered holder(s) a certificate or book-entry position for
    the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the
    Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the
    event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event,
    the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s
    Amended and Restated Memorandum and Articles of Association the Company reserves the right to deal with any such fractional entitlement
    at the relevant time in any manner permitted by the Act and the Amended and Restated Memorandum and Articles, which would include
    the rounding down of any entitlement to receive Ordinary Shares to the nearest whole share (and in effect extinguishing any fractional
    entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate
    the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole
    number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made
    to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that
    the holder would otherwise expect to receive.


 




    	 



    	 



    

 


	 	3.3.2.	Valid
    Issuance. All Ordinary Shares issued upon an Exchange Event in conformity with this Agreement and the Amended and Restated Memorandum
    and Articles of Association of the Company shall be validly issued, fully paid and nonassessable.


 


	 	3.3.3.	Date
    of Issuance. Each person in whose name any such certificate or book-entry position for Ordinary Shares is issued shall for all
    purposes be deemed to have become the holder of record of such shares on the date of the Exchange Event, irrespective of the date
    of delivery of such certificate or entry of position.


 


	 	3.3.4.	Company
    Not Surviving Following Exchange Event. Upon an Exchange Event in which the Company does not continue as the publicly held reporting
    entity, the definitive agreement will provide for the holders of Rights to receive the same per share consideration the holders of
    the Ordinary Shares will receive in such transaction, for the number of shares such holder is entitled to pursuant to Section 3.3.1
    above. If the Company does not continue as the publicly held reporting entity upon an Exchange Event, each holder of a Right will
    be required to affirmatively convert his/her or its rights in order to receive the 1/6 share underlying each right (without
    paying any additional consideration) upon consummation of the Exchange Event. In such a case, each holder of a Right will be required
    to indicate his, her or its election to convert the Rights into underlying shares as well as to return the original certificates
    evidencing the Rights to the Company.


 


	 	3.4	Duration
    of Rights. If an Exchange Event does not occur within the time period set forth in the Company’s Amended and Restated Memorandum
    and Articles of Association, as the same may be amended from time to time, the Rights shall expire and shall be worthless.


 


	4.	Transfer
    and Exchange of Rights.


 


	 	4.1	Registration
    of Transfer. The Rights Agent shall register the transfer, from time to time, of any outstanding Right upon the Right Register,
    upon surrender of such Right for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions
    for transfer. Upon any such transfer, a new Right representing an equal aggregate number of Rights shall be issued and the old Right
    shall be cancelled by the Rights Agent. The Rights so cancelled shall be delivered by the Rights Agent to the Company from time to
    time upon request.


 


	 	4.2	Procedure
    for Surrender of Rights. Rights may be surrendered to the Rights Agent, together with a written request for exchange or transfer,
    and thereupon the Rights Agent shall issue in exchange therefor one or more new Rights as requested by the registered holder of the
    Rights so surrendered, representing an equal aggregate number of Rights; provided, however, that in the event that a Right surrendered
    for transfer bears a restrictive legend and the new Rights to be issued will not bear a restrictive legend, the Rights Agent shall
    not cancel such Right and issue new Rights in exchange therefor until the Rights Agent has received an opinion of counsel for the
    Company stating that such transfer may be made and indicating no restrictive legend is required.


 




    	 



    	 



    

 


	 	4.3	Fractional
    Rights. The Company shall not issue fractional Rights other than as part of the Units,
    each of which is comprised of one Ordinary Share and one-sixth of one whole Right. If, upon the detachment of Rights from the Units
    or otherwise, a holder of Rights would be entitled to receive a fractional Right, the Company shall round down to the nearest whole
    number the number of Rights to be issued to such holder. The Rights Agent shall not be required to effect any registration
    of transfer or exchange which will result in the issuance of a Right Certificate for a fraction of a Right.


 


	 	4.4	Service
    Charges. No service charge shall be made for any exchange or registration of transfer of Rights.


 


	 	4.5	Right
    Execution and Countersignature. The Rights Agent is hereby authorized to countersign and to deliver, in accordance with the terms
    of this Agreement, the Rights required to be issued pursuant to the provisions of this Section 4, and the Company, whenever required
    by the Rights Agent, will supply the Rights Agent with Rights duly executed on behalf of the Company for such purpose.


 


	 	4.6	Adjustments
    to Conversion Ratios. The number of ordinary shares that the holders of Rights are entitled to receive as a result of the occurrence
    of the Exchange Event shall be equitably adjusted to reflect appropriately the effect of any share split, reverse share split, share
    dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to
    ordinary shares occurring on or after the date hereof and prior to the Exchange Event.


 


	5.	Other
    Provisions Relating to Rights of Holders of Rights.


 


	 	5.1	No
    Rights as Shareholder. Until exchange of a Right for Ordinary Shares as provided for herein, a Right does not entitle the registered
    holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends,
    or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the
    meetings of shareholders or the election of directors of the Company or any other matter.


 


	 	5.2	Lost,
    Stolen, Mutilated, or Destroyed Rights. If any Right certificate is lost, stolen, mutilated, or destroyed, the Company and the
    Rights Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a
    mutilated Right certificate, include the surrender thereof), issue a new Right of like denomination, tenor, and date as the Right
    certificate so lost, stolen, mutilated, or destroyed. Any such new Right certificate shall constitute a substitute contractual obligation
    of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Right certificate shall be at any time enforceable
    by anyone.


 


	 	5.3	Reservation
    of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary
    Shares that will be sufficient to permit the exchange of all outstanding Rights issued pursuant to this Agreement.


 


	6.	Concerning
    the Rights Agent and Other Matters.


 


	 	6.1	Payment
    of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Rights
    Agent in respect of the issuance or delivery of Ordinary Shares upon the exchange of Rights, but the Company shall not be obligated
    to pay any transfer taxes in respect of the Rights or such Ordinary Shares.


 


	 	6.2	Resignation,
    Consolidation, or Merger of Rights Agent.


 




    	 



    	 



    

 


	 	6.2.1.	Appointment
    of Successor Rights Agent. The Rights Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
    from all further duties and liabilities hereunder after giving thirty (30) days’ notice in writing to the Company. If the office
    of the Rights Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor
    Rights Agent in place of the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after it
    has been notified in writing of such resignation or incapacity by the Rights Agent or by the holder of the Right (who shall, with
    such notice, submit his, her or its Right for inspection by the Company), then the holder of any Right may apply to the Supreme Court
    of the State of New York for the County of New York for the appointment of a successor Rights Agent at the Company’s cost.
    Any successor Rights Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under
    the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of
    New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal
    or state authority. After appointment, any successor Rights Agent shall be vested with all the authority, powers, rights, immunities,
    duties, and obligations of its predecessor Rights Agent with like effect as if originally named as Rights Agent hereunder, without
    any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Rights Agent shall execute and
    deliver, at the expense of the Company, an instrument transferring to such successor Rights Agent all the authority, powers, and
    rights of such predecessor Rights Agent hereunder; and upon request of any successor Rights Agent the Company shall make, execute,
    acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor
    Rights Agent all such authority, powers, rights, immunities, duties, and obligations.


 


	 	6.2.2.	Notice
    of Successor Rights Agent. In the event a successor Rights Agent shall be appointed, the Company shall give notice thereof to
    the predecessor Rights Agent and the transfer agent for the Ordinary Shares not later than the effective date of any such appointment.


 


	 	6.2.3.	Merger
    or Consolidation of Rights Agent. Any corporation or other form of entity into which the Rights Agent may be merged or with which
    it may be consolidated or any corporation resulting from any merger or consolidation to which the Rights Agent shall be a party shall
    be the successor Rights Agent under this Agreement without any further act.


 


	 	6.3	Fees
    and Expenses of Rights Agent.


 


	 	6.3.1.	Remuneration.
    The Company agrees to pay the Rights Agent reasonable remuneration for its services as such Rights Agent hereunder and will reimburse
    the Rights Agent upon demand for all expenditures that the Rights Agent may reasonably incur in the execution of its duties hereunder.


 


	 	6.3.2.	Further
    Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
    and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Rights Agent for
    the carrying out or performing of the provisions of this Agreement.


 


	 	6.4	Liability
    of Rights Agent.


 


	 	6.4.1.	Reliance
    on Company Statement. Whenever in the performance of its duties under this Agreement, the Rights Agent shall deem it necessary
    or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such
    fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved
    and established by a statement signed by the Chief Executive Officer or Chief Financial Officer and delivered to the Rights Agent.
    The Rights Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of
    this Agreement.


 




    	 



    	 



    

 


	 	6.4.2.	Indemnity.
    The Rights Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. Subject to Section
    6.6 below, the Company agrees to indemnify the Rights Agent and save it harmless against any and all liabilities, including judgments,
    costs and reasonable counsel fees, for anything done or omitted by the Rights Agent in the execution of this Agreement except as
    a result of the Rights Agent’s gross negligence, willful misconduct, or bad faith.


 


	 	6.4.3.	Exclusions.
    The Rights Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
    of any Right (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or
    condition contained in this Agreement or in any Right; nor shall it by any act hereunder be deemed to make any representation or
    warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Right or as
    to whether any Ordinary Shares will when issued be valid and fully paid and nonassessable.


 


	 	6.5	Acceptance
    of Agency. The Rights Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms
    and conditions herein set forth.


 


	 	6.6	Waiver.
    The Rights Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
    in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the
    date hereof, by and between the Company and the Rights Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
    payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


	7.	Miscellaneous
    Provisions.


 


	 	7.1	Successors.
    All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure
    to the benefit of their respective successors and assigns.


 


	 	7.2	Notices.
    Any notice, statement or demand authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right
    to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
    or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed
    in writing by the Company with the Rights Agent), as follows:


 


Sunfire
Acquisition Corp Limited


1800
Avenue of the Stars, Suite 1475


Los
Angeles, CA 90067


Attn:
Thomas W. Neukranz, Chief Executive Officer


 


Any
notice, statement or demand authorized by this Agreement to be given or made by the holder of any Right or by the Company to or on the
Rights Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier
service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Rights
Agent with the Company), as follows:


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Account Administration


 




    	 



    	 



    

 


with
a copy to:


Mayer
Brown LLP


1221
Avenue of the Americas,


New
York, NY 10020


Attn:
Thomas Kollar, Esq. and Brian Hirshberg, Esq.


 


and


Loeb
& Loeb LLP


345
Park Avenue


New
York, NY 10154


Attn:
Mitchell S. Nussbaum, Esq. and David J. Levine, Esq.


 


and


EF
Hutton


division
of Benchmark Investments, LLC


590
Madison Avenue, 39th Floor


New
York, NY 10022


Attn.:
Edward Tsuker, Head of Capital Markets


 


	 	7.3	Applicable
    Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights shall be governed
    in all respects by the laws of the State of New York. Subject to applicable law, the Company hereby agrees that any action, proceeding
    or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State
    of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction,
    which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to
    such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of
    this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for
    which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing
    or otherwise acquiring any interest in the Rights shall be deemed to have notice of and to have consented to the forum provisions
    in this Section 7.3. If any action is filed in a court other than a court located within the State of New York or the United States
    District Court for the Southern District of New York (a “foreign action”) in the name of any right holder, such right
    holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State
    of New York or the United States District Court for the Southern District of New York in connection with any action brought in any
    such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such
    right holder in any such enforcement action by service upon such right holder’s counsel in the foreign action as agent for
    such right holder.


 


	 	7.4	Persons
    Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions
    hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and
    the registered holders of the Rights and, for the purposes of Sections 7.4 and 7.8 hereof, the Representative, any right, remedy,
    or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The Representative
    shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 7.4 and 7.8 hereof. All covenants, conditions,
    stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto
    (and the Representative with respect to the Sections 7.4 and 7.8 hereof) and their successors and assigns and of the registered holders
    of the Rights. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of the
    Representative.


 


	 	7.5	Examination
    of the Right Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Rights Agent
    in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Right. The Rights Agent may
    require any such holder to submit his, her or its Right for inspection by it.


 




    	 



    	 



    

 


	 	7.6	Counterparts.
    This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
    be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


	 	7.7	Effect
    of Headings. The Section headings herein are for convenience only and are not part of this Agreement and shall not affect the
    interpretation thereof.


 


	 	7.8	Amendments.
    This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity,
    or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with
    respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
    deem shall not adversely affect the interest of the registered holders. All other modifications or amendments shall require the written
    consent or vote of the registered holders of a majority of the then outstanding Rights. The provisions of this Section 7.8 may not
    be modified, amended or deleted without the prior written consent of the Representative.


 


	 	7.9	Severability.
    This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
    the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
    or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as
    similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[Signature
Page Follows]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	SUNFIRE
    ACQUISIION CORP LIMITED:
	 	 	 
	 	By:	 
	 	Name:	Thomas
    W. Neukranz
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY:
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: