Exhibit 10.1


 


Execution Version


 


June 15, 2022


 


Feutune Light Acquisition Corporation


48 Bridge Street, Building A


Metuchen, New Jersey 08840


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


  


This letter (this “Letter
Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
to be entered into by and among Feutune Light Acquisition Corporation, a Delaware corporation (the “Company”), US Tiger
Securities, Inc. (“US Tiger”) and EF Hutton, division of Benchmark Investments, LLC, as representatives (the “Representatives”)
of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public
Offering”), of up to 8,500,000 of the Company’s units (including up to 1,275,000 units that may be purchased to cover
over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par
value $0.0001 per share (the “Class A Common Stock”), one redeemable warrant and one right. Each Warrant (each, a “Warrant”)
entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. Each
right (each, a “Right”) entitles the holder thereof to receive one-tenth (1/10) of one share of Class A Common Stock
upon the consummation of an initial Business Combination. The Units shall be sold in the Public Offering pursuant to a registration statement
on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the
“Commission”) and the Units have been approved to be listed on the Nasdaq Global Market. Certain capitalized terms
used herein are defined in paragraph 12 hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Feutune Light Sponsor LLC (the “Sponsor”),
US Tiger and each of the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management
team or a personnel of the Company or a designee of them (each, an “Insider” and collectively, the “Insiders”)
(the Sponsor, US Tiger, the Insiders and their affiliates or designees, together the “Initial Stockholders”), hereby
agrees with the Company as follows:


 


1. Each of the Initial Stockholders
agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection with such proposed Business
Combination, it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor of any proposed Business Combination,
(B) not to propose, or vote in favor of, prior to and unrelated to an initial Business Combination, an amendment to the amended and restated
certificate of incorporation of the Company that would affect the substance or timing of the Company’s redemption obligation to
redeem all Public Shares (defined below) if the Company cannot complete an initial Business Combination within the Completion Period (defined
below), unless the Company provides public stockholders an opportunity to redeem their Public Shares in conjunction with any such amendment,
(C) not to redeem any Founder Shares, Private Shares or Representative Shares held by it, him or her into the right to receive cash from
the Trust Account in connection with a stockholder vote to approve our proposed initial Business Combination or sell any shares to the
Company in any tender offer in connection with the proposed initial Business Combination, and (D) that the Founder Shares, Private Shares
or Representative Shares shall not participate in any liquidating distribution upon winding up if a Business Combination is not consummated
within the Completion Period. For purposes of this agreement, the “Completion Period” refers to the period following the completion
of this offering at the end of which, if we have not completed our initial business combination, we will redeem 100% of the public shares
at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on
the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $50,000 of interest to pay
dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions and as
further described herein. Pursuant to the amended and restated certificate of incorporation of the Company, the Completion Period ends
9 months from the closing of the Public Offering, which may be extended up to three times by an additional three-month period each time
for a total of 18 months from the closing of the Public Offering.


 






     


     


    

 


2. The Sponsor and each Insider
agree that in the event that the Company fails to consummate a Business Combination within the Completion Period or such later period
approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation,
the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of
winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds
therefor, redeem 100% of shares of Class A Common Stock sold as part of the Units in the Public Offering (the “Public Shares”),
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on
the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $50,000 of interest to pay
dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish all Public
Stockholders’ rights as stockholders of the Company (including the right to receive further liquidation distributions, if any),
subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s
remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s
obligations under Delaware law to provide for claims of creditors and other requirements of applicable law.


 


3. Each of the Initial Stockholders
acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any
other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares, Private Shares or Representative
Shares held by it, him or her. The Sponsor and each Insider hereby further waive, with respect to any shares of Class A Common Stock held
by it, him or her, if any, any redemption rights it, he or she may have in connection with the consummation of a Business Combination,
including, without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination or
in the context of a tender offer made by the Company to purchase shares of Common Stock (although the Initial Stockholders shall be entitled
to redemption and liquidation rights with respect to any Public Shares it or they hold if the Company fails to consummate a Business Combination
within the Completion Period).


  


4. In the event of the liquidation
of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other shareholders, members or managers
of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever
(including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against
any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject as a result of any claim
by (i) any third party (other than the Company’s independent accountants) for services rendered or products sold to the Company
or (ii) a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement
for a Business Combination agreement (a “Target”); provided, however, that such indemnification of the Company by the
Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for services rendered (other than the Company’s
independent public accountants) or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to
below (i) $10.15 per share of the Public Shares or (ii) such lesser amount per share of the Public Shares held in the Trust Account due
to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case, net of the amount
of interest earned on the property in the Trust Account which may be withdrawn to pay taxes, except as to any claims by a third party
(including a Target) who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under
the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act. In the
event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall not be responsible to the
extent of any liability for such third party claims. The Sponsor shall have the right to defend against any such claim with counsel of
its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Sponsor,
the Sponsor notifies the Company in writing that it shall undertake such defense.


 


5. To the extent that the
Underwriters do not exercise their over-allotment option to purchase up to an additional 1,275,000 Units within 45 days from the date
of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares
in the aggregate equal to the product of 318,750 multiplied by a fraction, (i) the numerator of which is 1,275,000 minus the number of
Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,275,000.
The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the
Sponsor and the Insiders will own an aggregate of 20.0% of the Company’s issued and outstanding shares of Capital Stock after the
Public Offering (assuming that our Sponsor and the Insiders do not purchase any Public Shares or Units in the Public Offering and excluding
the issuance of the Representative Shares).


 






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6. In the event that the Company
fails to consummate a Business Combination within 9 months of the closing of the Public Offering, the Sponsor or its affiliates may request
Company to extend the period of time for the Company to consummation a Business Combination up to three times by an additional three-month
period each time for a total of up to 18 months of the closing of the Public Offering. If the Sponsor requests an extension, the Sponsor,
its affiliates or designees shall deposit into the Trust Account an amount equal to $850,000 (or up to $977,500 if the over-allotment
option is exercised), representing $0.10 for each Public Share upon five days advance notice prior to the applicable deadline. The Sponsor,
its affiliates or designees will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit either
be paid upon consummation of the initial Business Combination solely from funds available outside of the Trust Account or, at the relevant
Insider’s discretion, converted upon consummation of the Business Combination into Working Capital Units at a price of $10.00 per
Working Capital Unit. Pursuant to this Letter Agreement, the Sponsor, its affiliates or designees have agreed to waive their right to
be repaid for such notes in the event that the Company fails to complete a Business Combination.


 


7. The Sponsor and each Insider
hereby agree and acknowledge that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by such
Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 8(a), 8(b), and 10 of this Letter Agreement (ii)
monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief,
in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


8. (a) The Sponsor and
each Insider agree that it, he or she shall not Transfer 50% of its Founder Shares until the earlier to occur of: (A) six months after
the completion of the Company’s initial Business Combination, or (B) the date on which the closing price of the Company’s
Class A Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations)
for any 20 trading days within any 30-trading day period commencing after the completion of the Company’s initial Business Combination;
and shall not Transfer the remaining 50% of the Founder Shares until the six months after the completion of the Company’s initial
Business Combination, or earlier, in either case, if, subsequent to the Company’s initial Business Combination, the date on which
the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of
the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property
(the “Founder Shares Lock-up Period”).


 


(b)
Each of the Sponsor, US Tiger, and their affiliates or designees agrees that it, he or she shall not Transfer any Private Units or Working
Capital Units until after 30 days after the completion of a Business Combination (the “Private Units Lock-up Period”,
together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c)
Notwithstanding the provisions set forth in paragraphs 8(a) and (b), Transfers of the Founder Shares, Private Units, or Working Capital
Units that are held by the Initial Stockholders or any of their permitted transferees (that have complied with this paragraph 8(c)), are
permitted (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or
directors, any members of the Sponsor or any of their affiliates, officers, directors, direct and indirect equity holders; (b) in the
case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member
of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual,
transfers by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, transfers pursuant
to a qualified domestic relations order; (e) transfers by private sales or transfers made in connection with the consummation of a Business
Combination at prices no greater than the price at which the securities were originally purchased; (f) transfers in the event of the Company’s
liquidation prior to the completion of an initial Business Combination; and (g) transfers by virtue of the laws of the State of Delaware
or the Sponsor’ limited liability company agreement upon dissolution of the Sponsor; provided, however, that in the case of clauses
(a) through (e) or (g), these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions herein
and these permitted transferee must be U.S. persons as defined under Rule 902 of Regulation S, promulgated under the Securities Act of
1933, as amended.


 






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(d) Without limiting the obligations
under this paragraph 8, during the period commencing on the date of commencement of sales of the Public Offering and ending 180 days after
such date the Representative shall not sell, transfer, assign, pledge or hypothecate any of its Founder Shares, Private Units, or Representative
shares, or subject any such securities to any hedging, short sale, derivative, put, or call transaction that would result in the effective
economic disposition of such securities, except as provided in FINRA Rule 5110(e)(1), which such restrictions shall not be subject to
release or waiver, with or without the consent of the Representative, during the period commencing on the date of commencement of sales
of the Public Offering and ending 180 days after such date. During the period commencing on the effective date of the Underwriting Agreement
and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representative,
(i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree
to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position
within the meaning of Exchange Act, and the rules and regulations of the Commission promulgated thereunder, with respect to any Units,
common stock of the Company (the “Common Stock”) (including, but not limited to, Founder Shares), Warrants, Rights, or any
securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, (ii) enter into any
swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Private
Units, Units, Common Stock (including, but not limited to, Founder Shares), Warrants, Rights or any securities convertible into, or exercisable,
or exchangeable for, Common Stock owned by it, him or her, whether any such transaction is to be settled by delivery of such securities,
in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). Each of the
Insiders, the Sponsor and the Representative acknowledges and agrees that, prior to the effective date of any release or waiver of the
restrictions set forth in this paragraph 5, the Company shall announce the impending release or waiver by press release through a major
news service at least two business days before the effective date of the release or waiver. Any release or waiver granted shall only be
effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if the release
or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same
terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. 


 


9. Each of the Sponsor and
the Insiders represents and warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities
exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s
biographical information furnished to the Company (including any such information included in the Prospectus) is true and accurate in
all respects and does not omit any material information with respect to the Insider’s background. The Sponsor and each Insider’s
questionnaire furnished to the Company is true and accurate in all respects. Each of the Initial Stockholders represents and warrants
that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation
to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been
convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of
another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any such criminal
proceeding. The Company represents and warrants that, to its knowledge, (i) none of its Insiders has been suspended or expelled from membership
in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended
or revoked, (ii) each Insider’s biographical information furnished to the Company (including any such information included in the
Prospectus) is true and accurate in all respects and does not omit any material information with respect to such advisor’s background
and each advisor’s questionnaire furnished to the Company is true and accurate in all respects, (iii) none of its Insider is subject
to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any
act or practice relating to the offering of securities in any jurisdiction; and (iii) none of its Insiders has been convicted of, or pleaded
guilty to, any crime (x) involving fraud, (y) relating to any financial transaction or handling of funds of another person, or (z) pertaining
to any dealings in any securities and none of its advisors is currently a defendant in any such criminal proceeding.


 


10. Except as disclosed in
the Prospectus, the Sponsor, any affiliate or designee of the Sponsor, each Insider, any affiliate or family member of such Insider, will
not be entitled to receive and will not accept any compensation or other cash payment prior to the consummation of the Business Combination;
provided that the Company shall be allowed to repay working capital loans and Extension Loans made by the Sponsor, its affiliates or designees
to the Company in cash upon consummation of the Business Combination. Notwithstanding the foregoing, each Insider and any affiliate of
such Insider shall be entitled to reimbursement from the Company for their out-of-pocket expenses incurred in connection with identifying,
investigating and consummating a Business Combination.


 






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11. Each of the Initial Stockholders
has full right and power, without violating any agreement to which it, he or she is bound (including, without limitation, any non-competition
or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve
as an officer and/or a director on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer
and/or a director of the Company.


 


12. As used herein, (i) “Business
Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination, involving the Company and one or more businesses; (ii) “Capital Stock” shall mean, collectively, the Class
A Common Stock and Class B common stock, par value $0.0001 per share; (iii) “Founder Shares” shall mean the 2,443,750
shares of the Company’s Class B common stock, par value $0.0001 per share, held by the Sponsor and certain of the Insiders (up to
318,750 shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised in
full by the Underwriters); (iv) “Private Shares” shall mean 454,250 shares of Class A Common Stock included in the
Private Units; (v) “Private Units” shall mean 454,250 units, with each unit consisting of one share of Class A Common
Stock, one redeemable Warrant that entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share (or
498,875 units if the over-allotment option is exercised in full) and one Right that entitles the holder to purchase one-tenth (1/10) of
one share of Class A Common Stock, that the Sponsor and US Tiger have agreed to purchase for an aggregate purchase price of $4,542,500
in the aggregate (or $4,988,750 if the over-allotment option is exercised in full), or $10.00 per unit, in a private placement that shall
occur simultaneously with the consummation of the Public Offering (in which the Sponsor has agreed to purchase 434,250 units (or 478,875
units if the over-allotment option is exercised in full) and US Tiger has agreed to purchase 20,000 units); (vi) “Public Stockholders”
shall mean the holders of securities issued in the Public Offering; (vii) “Representative Shares” shall mean 60,000
shares of Class A Common Stock issued to US Tiger (and/or its designees) as a part of its compensation simultaneously with the closing
of the Public Offering; (viii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of
the Public Offering and the sale of the Private Units shall be deposited; (ix) “Transfer” shall mean the (a) sale or
assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose
of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect
to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction
is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction
specified in clause (a) or (b); (x) “Working Capital Units” shall mean private units issuable upon conversion of the
maximum aggregated amount of $3,000,000 of working capital and Extension Loans, if any, at $10.00 per unit, upon the consummation of the
Business Combination.


  


13. This Letter Agreement
constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior
understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to
the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived
(other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.


 


14. No party hereto may assign
either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other
parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign
any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each Insider and their respective
successors, heirs and assigns and permitted transferees.


 


15. Nothing in this Letter
Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or
claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants,
conditions, stipulations, promises and agreements contained in this Letter Agreement shall be binding on each of the undersigned and his,
her or its respective successors, heirs and assigns and permitted transferees.


 


16. This Letter 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.


 


17. This Letter 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 Letter 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 Letter Agreement a provision as similar in terms to such invalid
or unenforceable provision as may be possible and be valid and enforceable.


 


18. This Letter Agreement
shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts
of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree
that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced
in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and
venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient
forum.


 


19. Any notice, consent or
request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by
express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.


 


20. This Letter Agreement
shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided, however,
that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by December 31,
2022; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


[Signature page follows]


 



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	 	Sincerely,
	 	 
	 	FEUTUNE LIGHT ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	Name:	Yuanmei Ma
	 	Title:	Chief Financial Officer


 


[Signature Page to the Insider Letter Agreement-Company]


 



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    FEUTUNE LIGHT SPONSOR LLC
	US TIGER SECURITIES, INC.
	 	 	 
	By:	 	 	By:	 
	Name: 	Sau Fong Yeung	 	Name:
	Title:   	Manager	 	Title:


 


	Lei Xu	 	Xuedong (Tony) Tian
	(President & Chairwoman)	 	(Chief Executive Officer and Director)
	 	 	 
	 	 	 
	 	 	 
	Yuanmei Ma	 	Michael Davidov
	(Chief Financial Officer)	 	(Independent Director)
	 	 	 
	 	 	 
	 	 	 
	Kevin Vassily	 	David Ping Li
	(Independent Director)	 	(Independent Director)
	 	 	 
	 	 	 


 


 


[Signature Page to the Insider Letter Agreement–
Initial Stockholders]


 


 


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