Exhibit 10.16


 


EQUITY SUPPORT AGREEMENT


 


This EQUITY SUPPORT AGREEMENT
(this “Equity Support Agreement”) is entered into on March 8, 2022, by and between the subscribers set
forth on Schedule B hereto (individually, a “Subscriber” and collectively, the “Subscribers”)
and TH International Limited, a Cayman Islands exempted company (the “Issuer”, which, for the avoidance of doubt, shall
include the entity surviving the Transaction Closing (as defined below)).


 


WHEREAS, this Equity Support
Agreement is being entered into in connection with the Agreement and Plan of Merger, dated as of August 13, 2021 (as may be amended,
supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among Silver Crest Acquisition
Corp., a Cayman Islands exempted company (the “SPAC”), the Issuer, Miami Swan Ltd., a Cayman Islands exempted company
and wholly owned subsidiary of the Issuer (“Merger Sub”), and the other parties thereto, pursuant to which, among other
things, (i) Merger Sub will merge with and into the SPAC, with the SPAC surviving such merger as a wholly owned subsidiary of the
Issuer, and (ii) the SPAC will merge with and into the a subsidiary of the Issuer (collectively, the “Transaction”),
and the closing of the Transaction is referred to as the “Transaction Closing”);


 


WHEREAS, in connection with
the Transaction, the Issuer (i) has entered into a private placement that will occur at or prior to the Transaction Closing (the
 “PIPE Investment”) with certain investors pursuant to which, and on the terms and subject to the conditions of which,
such investors have agreed to purchase from the Issuer an aggregate of 5,500,000 PIPE Shares (as defined below) for a purchase price of
$10.00 per PIPE Share, such purchases to be consummated prior to or substantially concurrently with the Transaction Closing, (ii) has
received $50.0 million in the form of a promissory note, convertible into shares of the Issuer’s ordinary shares, par value $0.0001
per share (the “Shares”), and (iii) has entered into that certain Ordinary Share Purchase Agreement entered into
as of March 8, 2022 by and between CF Principal Investments LLC, a Delaware limited liability company and the Issuer (the “ATM
Agreement”);


 


WHEREAS, in connection with
the Transaction, and subject to the limitations set forth in Section  1 hereof, the Issuer is seeking the commitment from
each Subscriber to purchase, substantially concurrently with the Transaction Closing, a certain number of Shares (the Shares purchased
by each Subscriber from the Issuer pursuant hereto, the “Equity Support Shares”) determined as set forth in Section 1(ii) hereof,
in a private placement for a purchase price of $10.00 per share (the “Per Share Subscription Price”);


 


WHEREAS,
the maximum purchase price to be paid by each Subscriber for its subscribed Equity Support Shares pursuant to Section 
1 hereof is referred to herein as the “Maximum Subscription Amount” (and, collectively for all Subscribers, the “Total
Maximum Subscription Amount”) and is set forth across from each Subscriber’s name on Schedule B;


 


WHEREAS, prior to closing,
the Issuer and each Subscriber will execute a Pledge and Security Agreement (the “Pledge Agreement”) whereby the Issuer
will grant to each Subscriber a first priority security interest in the applicable securities accounts (each account, as set out in the
Pledge and Security Agreement in respect of the relevant Subscriber who exercises control over such account, the “Collateral
Account” and all such accounts collectively, the “Collateral Accounts”), which grant will survive the Transaction
Closing, as hereby confirmed and ratified by the Issuer; and


 


WHEREAS, prior to closing,
the Issuer, each Subscriber (in respect of its applicable Collateral Account) and U.S. Bank, National Association or another nationally
recognized intermediary reasonably acceptable to the Subscribers and not affiliated with the Issuer or the SPAC (the “Securities
Intermediary”) will execute a Securities Account Control Agreement (the “Control Agreement”) governing the
Collateral Accounts;


 






     


     


    

 


NOW, THEREFORE, in consideration
of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, set forth herein, and intending
to be legally bound hereby, each of the Subscribers and the Issuer acknowledges and agrees as follows:


 


1.              Subscription
and Collateral Account.


 


(i) Subject to the terms and
conditions set forth in this Equity Support Agreement, by the earlier of (A) five (5) business days after the Redemption
Election Deadline and (B) two (2) business days before the anticipated Closing (as defined below), the Issuer will notify
each Subscriber in writing of the number of the Equity Support Shares that it requires such Subscriber to purchase immediately prior
to the Transaction Closing. In no event will the Total Shaolin Shares (as defined below) be greater than the number of Shares that
would result in all the Subscribers, together with each person subject to aggregation of Issuer Ordinary Shares (as defined in the
Transaction Agreement) (for the purposes of this Equity Support Agreement, the “Issuer Ordinary Shares”) with any
of the Subscribers under Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended (the
 “Exchange Act”) and rules promulgated thereunder, including any “group” of which any of the
Subscribers or their affiliates are a part, directly or indirectly beneficially owning (as such term is defined for purposes of
Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 9.9% of the outstanding
Issuer Ordinary Shares immediately following the Transaction Closing (such excess, the “Maximum Ownership
Adjustment”), and the Total Shaolin Shares will be reduced by the Maximum Ownership Adjustment pro rata across the
Equity Support Shares of each Subscriber.


 


(ii) Each
Subscriber hereby irrevocably subscribes for and agrees to purchase from the Issuer, at the Per Share Subscription Price, the number
of the Equity Support Shares determined pursuant to this Section 1(ii), and the Issuer agrees to sell such Equity
Support Shares to such Subscriber at the Per Share Subscription Price. The aggregate number of the Equity Support Shares for all
Subscribers (the “Total Shaolin Shares”) shall be a number of Shares determined by the Issuer, not to exceed the
lesser of (1) 5,000,000 and (2) the sum of (y) the number of Shares actually purchased or funded for purchase
pursuant to the PIPE Investment (such Shares subscribed in the PIPE Investment, the “PIPE Shares”); and
(z) fifty percent (50%) of any outstanding Shares that are not Redeeming SPAC Shares (as defined in the Transaction Agreement), provided
that such Shares that are not Redeeming SPAC Shares are not the result of an Excluded Financing. For each Subscriber the number of
its Equity Support Shares shall be a pro rata portion of the Total Shaolin Shares, based on the ratio that the Maximum
Subscription Amount of such Subscriber bears to the Total Maximum Subscription Amount.


 


(iii) Substantially
concurrently with the consummation of the Transaction, the Issuer shall deposit or cause to be deposited directly into the
Collateral Account of each relevant Subscriber an amount of cash in USD equal to (1) the sum of (x) USD 10.40 multiplied
by the number of First Period Subscriber Shares (as defined below), plus (y) USD 10.60 multiplied by the
number of Second Period Subscriber Shares (as defined below), plus (z) USD 10.90 multiplied by the number of
Third Period Subscriber Shares (as defined below) (items (x), (y) and (z) collectively, for each relevant Subscriber, the
 “Collateral Account Deposit”), minus (2) the Subscription Amount (as defined below).


 


2.              Closing. The
closing of the sale of the Equity Support Shares contemplated hereby (the “Closing”) shall occur on the closing
date (the “Closing Date”) and is expected to occur substantially concurrently with the Transaction Closing.
Subject to the satisfaction or waiver of the conditions set forth in this Section  2 and in Section  3
below, upon delivery of written notice from (or on behalf of) the Issuer to each Subscriber (the “Closing
Notice”), that the Issuer reasonably expects all conditions to the Transaction Closing to be satisfied or waived on an
expected Closing Date that is not less than ten (10) business days from the date on which the Closing Notice is delivered to
the Subscribers, each Subscriber shall deliver to the Collateral Account, on the expected Closing Date specified in the Closing
Notice, the amount equal to (x) the number of its Equity Support Shares, multiplied by (y) the Per Share
Subscription Price (as applicable to such Subscriber, the “Subscription Amount”) by wire transfer of United
States dollars in immediately available funds to the Collateral Account; provided, that, as a condition to each
Subscriber’s obligation to deliver the Subscription Amount to the Collateral Account, the Issuer shall have made (i) the
Collateral Account Deposit minus the Subscription Amount (as evidenced by a statement from the Collateral Account issued by
the Securities Intermediary) and (ii) have paid or caused to be paid to each Subscriber an amount in USD (the “Option
Premium”) equal to the product of (x) USD 0.10 multiplied by (y) a pro rata portion of 5,000,000,
based on the ratio that the Maximum Subscription Amount of such Subscriber bears to the Total Maximum Subscription Amount, as set
forth in Schedule B (the “Option Premium Payment”). On the Closing Date and prior to the release of the
Subscription Amount by each Subscriber, the Issuer shall (i) issue the Equity Support Shares against payment of the
Subscription Amount to each Subscriber and cause the Equity Support Shares to be registered in book entry form in the name of such
Subscriber on the Issuer’s share register (which book entry records shall contain an appropriate notation concerning transfer
restrictions of the Equity Support Shares, in accordance with applicable securities laws of the states of the United States and
other applicable jurisdictions), and will provide to such Subscriber evidence of such issuance from the Issuer’s transfer
agent (the “Transfer Agent”), (ii) deposit or cause to be deposited each Collateral Account Deposit directly
to the Collateral Account (less, for the avoidance of doubt, the Subscription Amount) , and (iii) pay or cause to be paid to
each Subscriber the Option Premium Payment. For purposes of this Equity Support Agreement, “business day” shall
mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by
law to close. Prior to or at the Closing, each Subscriber shall deliver to the Issuer a duly completed and executed Internal Revenue
Service Form W-9 or appropriate Form W-8. In the event the consummation of the Transaction does not occur within two
(2) business days after the Closing Date under this Equity Support Agreement, the Issuer shall promptly (but not later than two
(2) business days thereafter) return the Subscription Amount to each Subscriber by wire transfer of U.S. dollars in immediately
available funds to the account specified by such Subscriber, and any book entries for the Equity Support Shares shall be deemed
repurchased and cancelled; provided that, unless this Equity Support Agreement has been terminated pursuant to Section 8
hereof, such return of funds shall not terminate this Equity Support Agreement or relieve any Subscriber of its obligation to
purchase the Equity Support Shares at the Closing.


 






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3.              Closing
Conditions. The obligation of the parties hereto to consummate the purchase and sale of the Equity Support Shares pursuant to
this Equity Support Agreement is subject to the following conditions: (a) there shall not be in force any injunction or order
from an entity having jurisdiction that enjoins or prohibits the issuance and sale of the Equity Support Shares under this Equity
Support Agreement; (b) all conditions precedent to the Transaction Closing under the Transaction Agreement shall have been
satisfied or waived (as determined by the parties to the Transaction Agreement and other than those conditions under the Transaction
Agreement which, by their nature, are to be fulfilled at or substantially contemporaneously with the Transaction Closing);
(c) (i) solely with respect to each Subscriber’s obligation to close, the representations and warranties made by the
Issuer, and (ii) solely with respect to the Issuer’s obligation to close, the representations and warranties made by the
applicable Subscriber in this Equity Support Agreement shall be true and correct in all material respects as of the Closing Date
other than (x) those representations and warranties which are qualified by materiality, Material Adverse Effect or similar
qualification, which shall be true and correct in all respects as of the Closing Date, and (y) those representations and
warranties expressly made as of an earlier date, which shall be true and correct in all material respects (or, if qualified by
materiality, Material Adverse Effect or similar qualification, all respects) as of such date, in each case without giving effect to
the consummation of the Transactions; (d) solely with respect to each Subscriber’s obligation to close, at or prior to
the Transaction Closing, Issuer shall have received cash proceeds from the PIPE Investment of at least $45.0 million in an
aggregate amount, all of which shall be immediately available to Issuer upon the Transaction Closing (the “PIPE
Cash”); (e) solely with respect to each Subscriber’s obligation to close, there shall have been no notice of
default delivered pursuant to, an event of default occurring or be continuing under, and no acceleration of amounts outstanding
under the indenture dated December 30, 2021, between the Issuer and Wilmington Savings Fund Society, FSB, as trustee governing
the Issuer’s $50 million aggregate principal amount of convertible notes; (f) solely with respect to each
Subscriber’s obligation to close, the applicable Collateral Account Deposit and the Option Premium Payment shall have been
completed and each Subscriber shall have a valid and perfected first priority security interest in their applicable Collateral
Accounts and shall have control (within the meaning of Section 8-106 and 9-106 of the Uniform Commercial Code as in effect in
the State of New York) of the Collateral Accounts pursuant to the Control Agreement, such Control Agreement and the Pledge Agreement
to be in the form and substance reasonably satisfactory to such Subscriber and such Pledge Agreement has been ratified by the Issuer
and the Issuer shall have paid to the Securities Intermediary or deposited into the Collateral Account the maximum amount of the
Securities Intermediary’s fees and expenses payable pursuant to the Control Agreement; (g) solely with respect to each
Subscriber’s obligation to close, on the Closing Date the Issuer shall have delivered to the Subscribers a solvency
certificate (the “Solvency Certificate”) with respect to the Issuer signed by a director, the chief executive
officer or the chief financial officer of the Issuer certifying as to the solvency of the Issuer as of the date hereof, (if
different) the date of each Pledge Agreement and as of and immediately after the Closing Date within the same certificate, which
Solvency Certificate is reasonably satisfactory to the Subscribers; (h) solely with respect to each Subscriber’s
obligation to close, the forms of representation letters and certificates required from such Subscriber and its broker (nominee)
have been agreed to by the parties, and such representation letters and certificates shall have been executed by such
Subscriber’s broker (nominee) and delivered to the Issuer and its counsel prior to the Transaction Closing so that the Equity
Support Shares will be delivered to each Subscriber or such Subscriber’s nominee through the facilities of The Depository
Trust Company (the “DTC”), maintained in the form of book entries on the books of the DTC and allowed to be
settled through the DTC’s regular book-entry settlement services without any restrictive legend within five (5) business
days after the Effectiveness Deadline (as defined below); (i) solely with respect to each Subscriber’s obligation to
close, the Issuer shall have caused its Cayman Islands counsel to deliver to the Subscribers at the Transaction Closing an opinion
regarding the validity of this Equity Support Agreement and the transactions contemplated hereby, such opinion to be in form and
substance reasonably satisfactory to the Subscribers; (j) (A) solely with respect to each Subscriber’s obligation to
close, the Issuer shall have performed, satisfied and complied in all material respects with all covenants, agreements and
conditions required by this Equity Support Agreement to be performed, satisfied or complied with by it at or prior to the Closing,
and (B) solely with respect to the Issuer’s obligation to close, the applicable Subscriber shall have performed,
satisfied and complied in all material respects with all covenants, agreements and conditions required by this Equity Support
Agreement to be performed, satisfied or complied with by it at or prior to the Closing. For the avoidance of doubt, PIPE Cash
excludes (1) any proceeds raised pursuant to an Excluded Financing (as defined below) and (2) proceeds from the Trust
Account (as defined below); and (k) solely with respect to each Subscriber's obligation to close, on or before the Closing Date
the Issuer shall have delivered to the Subscribers certified copies of resolutions of the board of directors and the Shaolin
transaction committee passed expressly authorizing this Equity Support Agreement, each Pledge Agreement and each Control Agreement,
in form and substance reasonably satisfactory to the Subscribers.


 








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4.              Further
Assurances. At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions
as the parties reasonably may deem to be practical and necessary in order to consummate the subscription as contemplated by this Equity
Support Agreement.


 


		5.	Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers that:



 


(a)              The Issuer is an exempted
company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. The Issuer has all power (corporate
or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into,
deliver and perform its obligations under this Equity Support Agreement. As of the Closing Date, the Issuer will be duly incorporated,
validly existing and in good standing under the laws of the Cayman Islands.


 


(b)              As of the Closing Date,
all the Equity Support Shares will be duly authorized and, when issued and delivered to each Subscriber against full payment therefor
in accordance with the terms of this Equity Support Agreement, the Equity Support Shares will be validly issued, fully paid and non-assessable
and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum
and articles of association (as in effect at such time of issuance) or under the Companies Act, as amended, of the Cayman Islands.


 


(c)              This Equity Support
Agreement has been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Agreement constitutes
the valid and binding agreement of each Subscriber, this Equity Support Agreement is enforceable against the Issuer in accordance with
its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law
or equity.


 


(d)              The issuance and
sale by the Issuer of all the Equity Support Shares pursuant to this Equity Support Agreement, and the performance of its
obligations hereunder and under each Pledge Agreement and Control Agreement and the transactions contemplated thereby, will not
conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in
the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its
subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other
agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction
Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is
subject that would reasonably be expected to have a material adverse effect on the business, financial condition or results of
operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or materially
affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its
obligations under this Equity Support Agreement; (ii) result in any violation of the provisions of the organizational documents
of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any
court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would
reasonably be expected to have a Material Adverse Effect or materially affect the validity of the Equity Support Shares or the legal
authority of the Issuer to comply in all material respects with its obligations under this Equity Support Agreement.


 






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(e)              As
of their respective filing dates, all reports required to be filed by the Issuer with the U.S. Securities and Exchange Commission
(the “SEC”) since January 13, 2021 (the “SEC Reports”) complied in all material respects
with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the
date hereof, there are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of
the Division of Corporation Finance of the SEC with respect to any of the SEC Reports.


 


(f)               The Issuer is not required
to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other
federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection
with the issuance of the Equity Support Shares pursuant to this Equity Support Agreement, other than (i) filings with the SEC, (ii) filings
required by applicable state securities laws, (iii) the filings required in accordance with Section 16 of this Equity
Support Agreement; (iv) those required by The Nasdaq Stock Market LLC, including with respect to obtaining approval of the Issuer’s
stockholders, and (v) those the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect.


 


(g)              As of the date hereof,
the Issuer has not received any written communication from a governmental authority that alleges that the Issuer is not in compliance
with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


(h)              Assuming
the accuracy of each Subscriber’s representations and warranties set forth in Section 6 of this Equity Support Agreement,
no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and
sale of the Equity Support Shares by the Issuer to each Subscribers.


 


(i)               Neither the Issuer
nor any person acting on its behalf has offered or sold the Equity Support Shares by any form of general solicitation or general advertising
in violation of the Securities Act.


 


(j)               Following the Transaction
Closing, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act. Following
the Closing, the Equity Support Shares are expected to be registered under the Exchange Act.


 


(k)              The Issuer is not under
any obligation to pay any broker’s fee or commission in connection with the sale of the Equity Support Shares.


 


(l)               The
Issuer is not, and the Issuer after the consummation of the transaction contemplated hereby, will not be required to register as an “investment
company” as such term is defined in the Investment Company Act of 1940, as amended.


 


(m)             The Issuer is, and
the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” (as such
term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant
under Section 1a(18)(C) of the Commodity Exchange Act).


 


(n)              Neither
the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral
Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall
be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States
Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debts.


 


(o)              The Issuer, the
SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”)
and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly or indirectly,
negotiated or entered into an Excluded Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of
the Issuer or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing,
negotiating, and closing such a facility shall not be a breach of this Section 5(o).


 






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(p)              As of the date hereof,
each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation”
clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably
expected to create “tag-along” rights in favor of any third parties.


 


(q)              The Issuer
(i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions
contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional
advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully
consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies,
guidelines and other restrictions applicable to it, and
(C) are a fit, proper and suitable for it (including as to
any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial
risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15.


 


(r)               (i) The directors
of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for
it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and
(B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them
of the foregoing matters and those referred to in Section 5(q) above.


 


6.              Subscribers
Representations and Warranties. Each Subscriber represents and warrants to the Issuer that:


 


(a)              Such Subscriber
(i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an
institutional “accredited investor” (within the meaning of 501(a)(1), (2), (3) or (7) under the Securities
Act), in each case, satisfying the applicable requirements set forth on Schedule A, (ii) is an “institutional
account” (as defined in FINRA Rule 4512(c)), (iii) is not an underwriter (as defined in Section 2(a)(11) of the
Securities Act) and is aware that the sale of the Equity Support Shares is being made in reliance on a private placement exemption
from registration under the Securities Act and is acquiring the Equity Support Shares only for its own account and not for the
account of others, or if such Subscriber is subscribing for the Equity Support Shares as a fiduciary or agent for one or more
investor accounts, such Subscriber has full investment discretion with respect to each such account, and the full power and
authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and
(iv) is not acquiring the Equity Support Shares with a view to, or for offer or sale in connection with, any distribution
thereof in violation of the Securities Act. Such Subscriber has completed Schedule A following the signature page hereto
and the information contained therein is accurate and complete.


 


(b)              Such Subscriber
is a sophisticated investor, experienced in investing in private equity transactions and capable of evaluating investment risks
independently, both in general and with regard to all transactions and investment strategies involving a security or securities,
including its participation in the Transaction and has exercised independent judgment in evaluating its participation in the
purchase of the Equity Support Shares. Such Subscriber has determined based on its own independent review and such professional
advice as it deems appropriate that such Subscriber’s purchase of the Equity Support Shares and participation in the
Transaction (i) are fully consistent with its financial needs, objectives and condition, (ii) comply and are fully
consistent with all investment policies, guidelines and other restrictions applicable to it, (iii) have been duly authorized
and approved by all necessary action, (iv) do not and will not violate or constitute a default under such Subscriber’s
charter, by-laws or other constituent document or under any law, rule, regulation, agreement or other obligation by which it is
bound and (v) are a fit, proper and suitable investment for such Subscriber, notwithstanding the substantial risks inherent in
investing in or holding the Equity Support Shares. Such Subscriber is able to bear the substantial risks associated with its
purchase of the Equity Support Shares, including but not limited to loss of its entire investment therein.


 






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(c)              Such
Subscriber acknowledges and agrees that the Equity Support Shares are being offered in a transaction not involving any public
offering within the meaning of the Securities Act, that the Equity Support Shares have not been registered under the Securities Act
and the Issuer is not required to register the Equity Support Shares except as set forth in Section 7 of this Equity Support
Agreement. Such Subscriber acknowledges and agrees that the Equity Support Shares may not be offered, resold, transferred, pledged
or otherwise disposed of by the Subscribers absent an effective registration statement under the Securities Act except (i) to
the Issuer or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States
within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the
registration requirements of the Securities Act, and, in each case, in accordance with any applicable securities laws of the states
of the United States and other applicable jurisdictions, and that any certificates or book entry records representing the Equity
Support Shares shall contain a restrictive legend to such effect. Such Subscriber acknowledges and agrees that the Equity Support
Shares will be subject to these securities law transfer restrictions and, as a result of these transfer restrictions, the
Subscribers may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Equity Support Shares and may be
required to bear the financial risk of an investment in the Equity Support Shares for an indefinite period of time. Such Subscriber
acknowledges and agrees that the Equity Support Shares will not be eligible for offer, resale, transfer, pledge or disposition
pursuant to Rule 144 (“Rule 144”) promulgated under the Securities Act until at least one year from the
date that the Issuer files a Current Report on Form 8-K following the Closing Date that includes the “Form 10”
information required under applicable SEC rules and regulations, subject to Section 10 hereof. The Subscribers
shall not engage in hedging transactions with regard to the Equity Support Shares unless in compliance with the Securities Act. Such
Subscriber acknowledges and agrees that it has been advised to consult legal counsel and tax and accounting advisors prior to making
any offer, resale, transfer, pledge or disposition of any of the Equity Support Shares.


 


(d)              Such
Subscriber acknowledges and agrees that such Subscriber is purchasing the Equity Support Shares from the Issuer. Such Subscriber further
acknowledges that there have been no representations and warranties, made to such Subscriber by or on behalf of the Issuer or any of
its respective affiliates or any control persons, officers, directors, employees, agents or representatives of any of the foregoing or
any other person or entity, expressly or by implication, other than those representations and warranties of the Issuer expressly set
forth in Section 5 of this Equity Support Agreement.


 


(e)              Such Subscriber acknowledges
and agrees that such Subscriber has received, reviewed and understood the offering materials made available to it in connection with the
Transaction, and has received and has had an adequate opportunity to review, such financial and other information as such Subscriber deems
necessary in order to make an investment decision with respect to the Equity Support Shares, including, with respect to the Issuer, the
Transaction and the business of the Issuer and its subsidiaries. Such Subscriber acknowledges that certain information received was based
on projections, and such projections were prepared based on assumptions and estimates that are inherently uncertain and subject to a wide
variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially
from those contained in such projections. Without limiting the generality of the foregoing, such Subscriber acknowledges that it has reviewed
the Issuer’s filings with the SEC. Such Subscriber acknowledges and agrees that such Subscriber and such Subscriber’s professional
advisor(s), if any: (i) has conducted its own investigation of the Issuer and the Equity Support Shares; (ii) has had access
to, and an adequate opportunity to review, financial and other information as it deems necessary to make a decision to purchase the Equity
Support Shares; (iii) has been offered the opportunity to ask questions of the Issuer and received answers thereto, including on
the financial information, as it deemed necessary in connection with its decision to purchase the Equity Support Shares; and (iv) has
made its own assessment and has satisfied itself concerning the relevant tax and other economic considerations relevant to its investment
in the Equity Support Shares. Such Subscriber further acknowledges that the information provided to it is preliminary and subject to change,
and that any changes to such information, including, without limitation, any changes based on updated information or changes in terms
of the Transaction, shall in no way affect such Subscriber’s obligation to purchase the Equity Support Shares hereunder.


 






     7


     


    

 


(f)               Such Subscriber
became aware of this offering of the Equity Support Shares solely by means of direct contact between such Subscriber and the Issuer
or a representative of the Issuer, and the Equity Support Shares were offered to such Subscriber solely by direct contact between
such Subscriber and the Issuer or a representative of the Issuer. Such Subscriber did not become aware of this offering of the
Equity Support Shares, nor were the Equity Support Shares offered to such Subscriber, by any other means. Such Subscriber
acknowledges that the Equity Support Shares (i) were not offered by any form of general solicitation or general advertising and
(ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities
Act, or any state securities laws. Such Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement,
representation or warranty made by any person, firm or corporation (including, without limitation, the Issuer, any of its affiliates
or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the
representations and warranties of the Issuer contained in Section  5 of this Equity Support Agreement, in making its
investment or decision to invest in the Issuer. Such Subscriber is relying exclusively on its own sources of information, investment
analysis and due diligence (including professional advice that it deems appropriate) with respect to the Transaction, the Equity
Support Shares and the business, condition (financial and otherwise), management, operations, properties and prospects of the
Issuer, including but not limited to all business, legal, regulatory, accounting, credit and tax matters. Based on such information
as such Subscriber has deemed appropriate, such Subscriber has independently made its own analysis and decision to enter into this
Equity Support Agreement.


 


(g)              Such Subscriber acknowledges
that it is aware that there are substantial risks incident to the purchase and ownership of the Equity Support Shares, including those
set forth in the Issuer’s filings with the SEC. Such Subscriber has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an investment in the Equity Support Shares, and such Subscriber has sought such
accounting, legal and tax advice as such Subscriber has considered necessary to make an informed investment decision. Such Subscriber
is able to fend for itself in the transactions contemplated herein, has exercised its independent judgment in evaluating its investment
in the Equity Support Shares, is a sophisticated investor, experienced in investing in private equity transactions and capable of evaluating
investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or
securities, and such Subscriber has sought such accounting, legal and tax advice as such Subscriber has considered necessary to make an
informed investment decision. Such Subscriber acknowledges that the Subscribers shall be responsible for any of the Subscribers’
tax liabilities that may arise as a result of the transactions contemplated by this Equity Support Agreement, and that the Issuer has
not provided any tax advice or any other representation or guarantee regarding the tax consequences of the transactions contemplated by
the Equity Support Agreement.


 


(h)              Alone, or together
with any professional advisor(s), such Subscriber has been furnished with all materials that it considers relevant to an investment in
the Equity Support Shares, has had a full opportunity to ask questions of and receive answers from the Issuer or any person or persons
acting on behalf of the Issuer concerning the terms and conditions of an investment in the Equity Support Shares, has adequately analyzed
and fully considered the risks of an investment in the Equity Support Shares and determined that the Equity Support Shares are a suitable
investment for such Subscriber and that such Subscriber is able at this time and in the foreseeable future to bear the economic risk of
a total loss of such Subscriber’s investment in the Equity Support Shares. Such Subscriber acknowledges specifically that a possibility
of total loss exists.


 


(i)               In
making its decision to purchase the Equity Support Shares, such Subscriber has relied solely upon independent investigation made by such
Subscriber and the representations and warranties of the Issuer in Section 5.


 


(j)               Such Subscriber acknowledges
and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Equity Support Shares or made
any findings or determination as to the fairness of this investment.


 


(k)              Such Subscriber has
been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction of formation or incorporation,
with power and authority to enter into, deliver and perform its obligations under this Equity Support Agreement.


 


(l)               The execution,
delivery and performance by such Subscriber of this Equity Support Agreement are within the powers of such Subscriber, have been
duly authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of
any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which such
Subscriber is a party or by which such Subscriber is bound, and will not violate any provisions of such Subscriber’s
organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or
partnership or operating agreement, as may be applicable. The signature of such Subscriber on this Equity Support Agreement is
genuine, and the signatory has legal competence and capacity to execute the same or the signatory has been duly authorized to
execute the same, and, assuming that this Equity Support Agreement constitutes the valid and binding agreement of the Issuer, this
Equity Support Agreement constitutes a legal, valid and binding obligation of such Subscriber, enforceable against such Subscriber
in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and
(ii) principles of equity, whether considered at law or equity.


 






     8


     


    

 


(m)             Neither the Subscribers
nor any of their officers, directors, managers, managing members, general partners or any other person acting in a similar capacity or
carrying out a similar function, is: (i) a person named on the Specially Designated Nationals and Blocked Persons List, the Foreign
Sanctions Evaders List, the Sectoral Sanctions Identification List, or any other similar list of sanctioned persons administered by the
U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), or any similar list of sanctioned persons
administered by the European Union or any individual European Union member state, including the United Kingdom (collectively, “Sanctions
Lists”); (ii) directly or indirectly owned or controlled by, or acting on behalf of, one or more persons on a Sanctions
List; (iii) organized, incorporated, established, located in, or a citizen, national, or the government, including any political
subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, Venezuela, the Crimea region of Ukraine, or
any other country or territory embargoed or subject to substantial trade restrictions by the United States, the European Union or any
individual European Union member state, including the United Kingdom; (iv) a Designated National as defined in the Cuban Assets Control
Regulations, 31 C.F.R. Part 515; or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank
(collectively, a “Prohibited Investor”). Such Subscriber represents that if it is a financial institution subject to
the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the
 “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that such
Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. Such
Subscriber also represents that it maintains policies and procedures reasonably designed to ensure compliance with sanctions administered
by the United States, the European Union, or any individual European Union member state, including the United Kingdom, to the extent applicable
to it. Such Subscriber further represents that the funds held by such Subscriber and used to purchase the Equity Support Shares were legally
derived and were not obtained, directly or indirectly, from a Prohibited Investor.


 


(n)              If any Subscriber is
or is acting on behalf of (i) an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act
of 1974, as amended (“ERISA”), (ii) a plan, an individual retirement account or other arrangement that is subject
to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), (iii) an entity whose underlying
assets are considered to include “plan assets” of any such plan, account or arrangement described in clauses (i) and
(ii) (each, an “ERISA Plan”), or (iv) an employee benefit plan that is a governmental plan (as defined in
Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described in Section 4(b)(4) of
ERISA) or other plan that is not subject to the foregoing clauses (i), (ii) or (iii) but may be subject to provisions under
any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively,
 “Similar Laws”, and together with ERISA Plans, “Plans”), such Subscriber represents and warrants
that (A) neither the Issuer nor any of its affiliates has provided investment advice or has otherwise acted as the Plan’s fiduciary,
with respect to its decision to acquire and hold the Equity Support Shares, and none of the parties to the Transaction is or shall at
any time be the Plan’s fiduciary with respect to any decision in connection with such Subscriber’s investment in the Equity
Support Shares; and (B) its purchase of the Equity Support Shares will not result in a non-exempt prohibited transaction under Section 406
of ERISA or Section 4975 of the Code, or any applicable Similar Law.


 


(o)              Such
Subscriber has or has commitments to have and, when required to deliver payment to the Issuer pursuant to Section 
2 above, reasonably believes it will have, sufficient funds to pay the Subscription Amount and consummate the purchase and sale of the
Equity Support Shares pursuant to this Equity Support Agreement.


 






     9


     


    

 


7.              Registration
Rights.


 


(a)              The
Issuer agrees that, within fifteen (15) calendar days following the Closing Date (such deadline, the “Filing
Deadline”), the Issuer will submit to or file with the SEC a registration statement for a shelf registration on
Form F-1 or Form F-3 (if the Issuer is then eligible to use a Form F-3 shelf registration) (the
 “Registration Statement”), in each case, covering the resale of the Total Shaolin Shares acquired by each
Subscriber pursuant to this Equity Support Agreement (all such Issuer Ordinary Shares, the “Registrable Equity Support
Shares”) on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The Issuer shall use its
commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing
thereof, but no later than the earlier of (i) thirty (30) calendar days following the Filing Deadline if the SEC notifies the
Issuer that it will “review” the Registration Statement (including a limited review) and (ii) the third (3rd)
business day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the SEC that the Registration
Statement will not be “reviewed” or will not be subject to further review (such earlier date, the
 “Effectiveness Deadline”). The Issuer’s obligations to include the Registrable Equity Support Shares of a
Subscriber in the Registration Statement are contingent upon such Subscriber furnishing in writing to the Issuer such information
regarding such Subscriber or its permitted assigns, the securities of the Issuer held by such Subscriber and the intended method of
disposition of the Registrable Equity Support Shares (which shall be limited to non-underwritten public offerings) as shall be
reasonably requested by the Issuer to effect the registration of the Registrable Equity Support Shares at least five
(5) business days in advance of the expected filing date of the Registration Statement. Each Subscriber shall execute such
documents in connection with such registration as the Issuer may reasonably request that are customary of a selling stockholder in
similar situations, including providing that the Issuer shall be entitled to postpone the effectiveness or use of the Registration
Statement, and all deadlines pertaining to the Issuer pursuant to the first sentence of this Section 7(a) shall be
delayed, but not excused, by the number of business days following such deadline until each Subscriber provides such information and
will be deemed the applicable “Filing Deadline” and the “Effectiveness Deadline”; further provided
that the Subscribers shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise
be subject to any contractual restriction on the ability to transfer the Registrable Equity Support Shares. Notwithstanding the
foregoing, if the SEC prevents the Issuer from including any or all of the shares proposed to be registered under a Registration
Statement due to limitations on the use of Rule 415 under the Securities Act for the resale of the Shares pursuant to this Section 7
by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Shares which is
equal to the maximum number of Shares as is permitted to be registered by the SEC. In such event, the number of Shares to be
registered for each other selling stockholder named in such Registration Statement shall be reduced pro rata among all such other
selling stockholders first and fully, before the number of all Registrable Equity Support Shares to be registered shall be
reduced (in which case, it shall be reduced pro rata among the Subscribers). In the event the Issuer amends the Registration
Statement in accordance with the foregoing, the Issuer will use its commercially reasonable efforts to file with the SEC, as
promptly as allowed by the SEC, one or more registration statements to register the resale of those Registrable Equity Support
Shares that were not registered on the initial Registration Statement, as so amended. For as long as any Subscriber holds Equity
Support Shares, the Issuer will use commercially reasonable efforts to file all reports for so long as the condition in
Rule 144(c)(1) (or Rule 144(i)(2), if applicable) is required to be satisfied, and provide all customary and
reasonable cooperation, necessary to enable the Subscribers to resell the Equity Support Shares pursuant to Rule 144 of the
Securities Act (in each case, when Rule 144 of the Securities Act becomes available to the Subscribers). Any failure by the
Issuer to file the Registration Statement by the Filing Deadline or to effect such Registration Statement by the Effectiveness
Deadline shall not otherwise relieve the Issuer of its obligations to file or effect the Registration Statement as set forth above
in this Section 7. The Issuer agrees to file a Registration Statement with respect to the PIPE Shares pursuant to the PIPE
Investment and the other common equity shares for resale with the SEC within the same time period described above (which, for the
avoidance of doubt, will not alter the Issuer’s obligation to comply with the remainder of this Section 7.) Upon a
Registration Statement covering the Registrable Equity Support Shares becoming effective, the Issuer shall promptly notify in
writing each Subscriber and each broker (nominee) that signed an acknowledgement pursuant to Section 3(h) that such
Registration Statement has become effective.


 






     10


     


    

 


(b)              Notwithstanding
anything to the contrary in this Equity Support Agreement, the Issuer shall be entitled to delay or postpone the effectiveness of
the Registration Statement, and from time to time to require the Subscribers not to sell under the Registration Statement or to
suspend the effectiveness thereof, if (x) the use of the Registration Statement would require the inclusion of financial
statements that are unavailable for reasons beyond the Issuer’s control, (y) the Issuer’s board of directors
determines that in order for the Registration Statement to not contain a material misstatement or omission, an amendment thereto
would be needed to include information that would at that time not otherwise be required in a current, quarterly, or annual report
under the Exchange Act, or if (z) such filing or use could materially affect a the negotiation or consummation of a bona fide
business or financing transaction of the Issuer or its subsidiaries or would require additional disclosure by the Issuer in the
Registration Statement of material information that the Issuer has a bona fide business purpose for keeping confidential and the
non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of Issuer’s board of
directors to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a
 “Suspension Event”); provided, however, that the Issuer may not delay or suspend the Registration
Statement (i) on more than two occasions or for more than forty-five (45) total calendar days, in each case during any
three-month period, or (ii) on more than three occasions or for more than ninety (90) total calendar days, in each case during
any twelve-month period. Upon receipt of any written notice from the Issuer of the happening of any Suspension Event during the
period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related
prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus)
not misleading, each Subscriber agrees that it will immediately discontinue offers and sales of the Registrable Equity Support
Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until
such Subscriber receives copies of a supplemental or amended prospectus (which the Issuer agrees to promptly prepare) that corrects
the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become
effective or unless otherwise notified by the Issuer that it may resume such offers and sales; provided, for the avoidance of
doubt, that the Issuer shall not include any material non-public information in any such written notice. If so directed by the
Issuer, each Subscriber will deliver to the Issuer or, in such Subscriber’s sole discretion destroy, all copies of the
prospectus covering the Registrable Equity Support Shares in such Subscriber’s possession; provided, however,
that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Equity Support Shares shall not
apply (i) to the extent such Subscriber is required to retain a copy of such prospectus (a) in order to comply with
applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing
document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-up.
Upon the occurrence of (y) a Suspension Event or (z) a post-effective amendment to a suspended Registration Statement
becoming effective (a “Suspension Cure”), the Issuer shall promptly notify in writing each Subscriber and each
broker (nominee) that signed an acknowledgement pursuant to Section 3(h) of the Suspension Event and/or Suspension
Cure.


 


		(c)	Piggyback Registration.



 


(i)           In
the event that (A) there is not an effective Registration Statement covering the total number of Registrable Equity Support
Shares that is on file with the SEC and (B) the Issuer or any shareholder of the Issuer proposes to conduct a registered
offering of, or if the Issuer proposes to file a Registration Statement under the Securities Act with respect to the registration
of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities
(including pursuant to the ATM Agreement), for its own account or for the account of shareholders of the Issuer, other than a
Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option
or other benefit plan, (ii) pursuant to a Registration Statement on Form F-4 (or similar form that relates to a
transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) filed in connection
with a confidentially marketed public offering by the Issuer of primary shares, then the Issuer shall give written notice of such
proposed offering to each Subscriber (a “Piggyback Notice”) as soon as practicable but not less than ten
(10) days before the anticipated filing date of such Registration Statement or, in the case of a registration in which
securities of the Issuer are sold to an underwriter in a firm commitment underwriting for distribution to the public (an
 “Underwritten Offering”) pursuant to a shelf registration, the applicable “red herring” prospectus or
prospectus supplement used for marketing such offering, which Piggyback Notice shall (A) describe the amount and type of
securities to be included in such offering, the proposed filing date, the intended method(s) of distribution, the name of the
proposed managing underwriter or underwriters, if any, in such offering and to the extent then known a good faith estimate of the
proposed minimum offering price, and (B) offer to each Subscriber the opportunity to include in such registered offering such
number of Registrable Equity Support Shares as such Subscriber may request in writing within five (5) days after receipt of
such Piggyback Notice (such registered offering, a “Piggyback Registration”). The Issuer shall, in good faith,
cause such Registrable Equity Support Shares to be included in such Piggyback Registration and, if applicable, shall use its
commercially reasonable efforts to cause the managing underwriter or underwriters of such Piggyback Registration to permit the
Registrable Equity Support Shares requested by each Subscriber pursuant to this Section 7(c) to be included therein
on the same terms and conditions as any similar securities of the Issuer included in such registered offering and to permit the sale
or other disposition of such Registrable Equity Support Shares in accordance with the intended method(s) of distribution
thereof. The inclusion of Registrable Equity Support Shares in a Piggyback Registration shall be subject to each Subscriber’s
agreement to enter into an underwriting agreement in customary form with the underwriter(s) selected for such Underwritten
Offering, if applicable.


 






     11


     


    

 


		(d)	Registration Priority.



 


(i)           The
Issuer shall include in any Registration Statement, including but not limited to any Piggyback Registration, before including any shares
of Issuer Ordinary Shares or other equity securities proposed to be sold by the Issuer or by other holders of Issuer stock or other equity
securities, the Registrable Equity Support Shares held by each Subscriber (if any) that such Subscriber has requested be included in such
Registration Statement. Notwithstanding anything to the contrary in this Equity Support Agreement, (A) the Issuer hereby agrees and
covenants that it will not grant, or enter into an agreement or arrangement pursuant to which the Issuer agrees to grant, rights to register
any Issuer Ordinary Shares (or securities convertible into or exchangeable for Issuer Ordinary Shares) pursuant to the Securities Act
in a manner that has the purpose or effect of circumventing, or on terms that contradict, the priority right of each Subscriber set forth
in this Section 7(d)(i), and (B) the Issuer represents and warrants that, to the knowledge of the Issuer, SPAC has not
granted, or agreed to grant, any registration rights that will survive the Transaction Closing.


 


(ii)          If
the SEC prevents the Issuer from including any or all of the shares proposed to be registered under any Registration Statement in which
Registrable Equity Support Shares are included, including but not limited to any Piggyback Registration where each Subscriber (if any)
has requested to be included in such Registration Statement, due to limitations on the use of Rule 415 under the Securities Act for
the resale of the Shares pursuant to this Section 7 by the applicable stockholders or otherwise, such Registration Statement
shall register for resale such number of Shares which is equal to the maximum number of Shares as is permitted to be registered by the
SEC. In such event, the number of Shares to be registered for each other selling stockholder named in such Registration Statement shall
be reduced pro rata among all such other selling stockholders first and fully, before the number of all Registrable Equity Support
Shares to be registered shall be reduced (in which case, it shall be reduced pro rata among the Subscribers).


 


(iii)         The
Issuer represents and warrants that the priority rights afforded to each Subscriber pursuant to Section 7(d) of this
Equity Support Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the
event of a conflict between any such agreement or agreements and Section 7(d) of this Equity Support Agreement, the terms
of Section 7(d) of this Equity Support Agreement shall prevail.


 


		(e)	Private Placement Procedure.



 


(i)           In
the event that there is not an effective Registration Statement covering the total number of Registrable Equity Support Shares that is
on file with the SEC for each VWAP Trading Day during any Reference Period (including an Accelerated Reference Period) (any such event,
a “Registration Unavailability Event”), upon a written request of any Subscriber, the Issuer shall facilitate the resale
of such number of Registrable Equity Support Shares as will be requested by such Subscriber (in its sole discretion) up to the lesser
of (y) the number of the applicable Period Subscriber Shares and (z) the number of Registrable Equity Support Shares held by
such Subscriber as of the date of such request in a private placement to be completed on or prior to the last VWAP Trading Day of such
Reference Period and satisfactory to such Subscriber in form and substance, including, without limitation, by providing customary representations,
covenants, blue sky and other governmental filings and/or registrations, indemnities to such Subscriber and/or any designated purchaser
of the Registrable Equity Support Shares from such Subscriber, due diligence rights (for such Subscriber and/or any designated purchaser
of the Registrable Equity Support Shares from such Subscriber), opinions and certificates and
such other documentation as is customary for private placements of equity securities, as is acceptable to such Subscriber (in which case,
the Calculation Agent shall make any adjustments to the terms of this Equity Support Agreement that are necessary, in its good faith and
commercially reasonable judgment, to compensate such Subscriber for any customary liquidity discount from the public market price of the
Shares incurred on the sale of the Registrable Equity Support Shares in a private placement) (collectively, the “Private Placement
Procedure”); provided, that if the Issuer complies with the Private Placement Procedure, the requesting Subscriber shall
use commercially reasonable efforts to sell such applicable Registrable Equity Support Shares that are subject to the request for the
Private Placement Procedures; provided, further that no Subscriber shall be obligated to sell any Registrable Equity Support
Shares to (i) any Affiliate (as defined in Rule 144 as of the date hereof) of the Issuer or of the SPAC or (ii) any person
that is the direct or indirect “beneficial owner” (determined in accordance with Rule 13d-3 under the Exchange Act) of
Issuer Ordinary Shares exceeding 9.9% of the voting power of the Issuer Ordinary Shares, in each case, at a price lower than the arithmetic
averages of the Daily VWAPs for each VWAP Trading Day during the applicable Reference Period up to the date of any such proposed sale.


 






     12


     


    





 


		(f)	Reference Price



 


(i)           Notwithstanding
the definition of the “Reference Price”, upon the occurrence of a Registration Unavailability Event on any VWAP Trading Day
during any Reference Period, the Reference Price (the “Adjusted Reference Price”) for such Reference Period in respect
of a Subscriber will be a weighted average amount calculated by the Calculation Agent as follows:


 


ARP = (A + B) / C, where:


 


		ARP–	 Adjusted Reference Price



 


		A–	 (x) the arithmetic average of the Daily VWAPs for
the full VWAP Trading Days, if any, within the applicable Reference Period, starting from the first VWAP Trading Day thereof, that preceded
the first (if applicable) Registration Unavailability Event within the Reference Period (excluding the VWAP Trading Day on which the
Registration Unavailability Event has occurred) multiplied by (y) the number of such full VWAP Trading Days, if any;



  


		B– 	(x) if upon the occurrence of a Registration Unavailability
Event such Subscriber has requested the Private Placement Procedure pursuant to Section 7(e), the net aggregate proceeds
actually received on or prior to 5 p.m. US Eastern Time on the Business Day immediately following the final VWAP Trading Day of
each Reference Period (after any brokerage, underwriting, legal or other fees related to the Private Placement that are not reimbursed
by Issuer) by such Subscriber divided by the number of Issuer Ordinary Shares offered by such Subscriber pursuant to the Private
Placement Procedure or (y) if upon the occurrence of a Registration Unavailability Event and until the end of the applicable
Reference Period such Subscriber has not requested the Private Placement Procedure pursuant to Section 7(e), starting from
(and including) the VWAP Trading Day on which such Registration Unavailability Event has occurred, the arithmetic average of the Daily
VWAPs for the full VWAP Trading Days remaining in the applicable Reference Period, in each case (x) and (y), multiplied by
(z) such number of the full VWAP Trading Days remaining in the applicable Reference Period; and



 


		C–	the
total number of the VWAP Trading Days in the applicable Reference Period;



 


it being understood that the component “A” will be deemed
 “0” and the Adjusted Reference Price will be determined based on the components “B” and “C” of the
formula above, if (1) the Registration Unavailability Event ceases
to exist during such Reference Period if it commenced prior to the start of such Reference Period, or (2) if the Registration Unavailability
Event exists as of the first VWAP Trading Day of a Reference Period.


 






     13


     


    

 


The provisions of this clause (e) will apply
mutatis mutandis to any Accelerated Reference Period(s).


 


The parties agree and acknowledge that
the provisions of this Section 7(f) are explicitly subject to Section 15.


 


		(g)	At its expense the Issuer shall:



 


(i)           use
its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities laws
which the Issuer determines to obtain, continuously effective with respect to Total Shaolin Shares, and to keep the applicable Registration
Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier of the following:
(A) the date all Total Shaolin Shares held by the Subscribers may be sold without restriction under Rule 144, including, without
limitation, any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and without the requirement
for the Issuer to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2),
if applicable), and (B) two (2) years from the date of effectiveness of the Registration Statement (the period of time during
which the Issuer is required hereunder to keep a Registration Statement effective is referred to herein as the “Registration
Period”);


 


		(ii)	during the Registration Period, advise the Subscribers, as expeditiously as



 


practicable:


 


(1)            when
a Registration Statement or any amendment thereto has been filed with the SEC and when such Registration Statement or any post-effective
amendment thereto has become effective;


 


(2)            after
it shall receive notice or obtain knowledge thereof, of any request by the SEC for amendments or supplements to any Registration Statement
or the prospectus included therein (“Prospectus”) or for additional information;


 


(3)            of
the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings
for such purpose;


 


(4)            of
the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Registrable Equity Support Shares
included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and


 


(5)            subject
to the provisions in this Equity Support Agreement, of the occurrence of any event that requires the making of any changes in any Registration
Statement or Prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required
to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in the light of the circumstances under
which they were made) not misleading.


 


Notwithstanding anything to the contrary set
forth herein, the Issuer shall not, when so advising the Subscribers of such events, provide the Subscribers with any material,
nonpublic information regarding the Issuer other than to the extent that providing notice to the Subscribers of the occurrence of
the events listed in (1) through (5) above in itself constitutes material, nonpublic information regarding the Issuer, in
which case such Subscriber may use and disclose such material non-public information publicly and/or to any potential
purchaser of the Issuer Ordinary Shares from such Subscriber, as applicable;


 






     14


     


    







 


(iii)         use
its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as
soon as reasonably practicable;


 


(iv)         upon
the occurrence of any event contemplated above, except for such times as the Issuer is permitted hereunder to suspend, and has suspended,
the use of a Prospectus forming a part of a Registration Statement, the Issuer shall use its commercially reasonable efforts to as soon
as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related Prospectus,
or file any other required document so that, as thereafter delivered to purchasers of the Registrable Equity Support Shares included therein,
such Prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading;


 


(v)          use
its commercially reasonable efforts to cause all Registrable Equity Support Shares to be listed on each securities exchange or market,
if any, on which the Issuer Ordinary Shares have been listed;


 


(vi)         use
its commercially reasonable efforts (1) to take all other steps necessary to effect the registration of the Registrable Equity Support
Shares contemplated hereby and (2) to file all reports and other materials required to be filed by the Exchange Act so long as the
Issuer is subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of
Rule 144 to enable Subscriber to sell the Registrable Equity Support Shares under Rule 144 for so long as the Subscriber holds
Registrable Equity Support Shares;


 


(vii)        (1) cause
the Transfer Agent to remove the notation concerning transfer restrictions of the Equity Support Shares referenced in Section 2,
at each Subscriber’s request and reasonably promptly upon such request, when the Registrable Equity Support Shares are sold pursuant
to Rule 144 under the Securities Act or the Registration Statement or may be sold without restriction under Rule 144; and


 


(2) within five
(5) business days after the Effectiveness Deadline, cause the Transfer Agent to deliver the Equity Support Shares to each Subscriber
or such Subscriber’s nominee through the facilities of the DTC maintained in the form of book entries on the books of the DTC and
allowed to be settled through the DTC’s regular book-entry settlement services without any restrictive legend; provided,
in the case of clause (2), the Issuer has received such representation letters and certificates from such Subscriber and its broker (nominee)
as may be reasonably requested by the Issuer (it being understood and agreed between the parties that representation letters and certificates
delivered in the form agreed to as a condition precedent to this Equity Support Agreement pursuant to Section 3(h) shall
be deemed sufficient for purposes of this clause). In connection therewith, if required by the Transfer Agent, the Issuer will promptly
cause an opinion of counsel to be delivered to and maintained with the Transfer Agent, together with any other authorizations, certificates
and directions required by the Transfer Agent that authorize and direct the Transfer Agent to transfer such Registrable Equity Support
Shares without any such legend;


 


(viii)       promptly
notify in writing, or cause its counsel to promptly notify in writing, each broker (nominee) that signed an acknowledgement pursuant
to Section 3(h) in the event that (1) a Registration Statement covering the Registrable Equity Support Shares is
effective, (2) a Registration Statement covering the Registrable Equity Support Shares ceases to be effective and (3) in the case
of clause (2), such Registration Statement has become effective;




 


(ix)         use
its commercially reasonable efforts to allow the Subscribers to review disclosure regarding the Subscribers in the Registration Statement;
and


 






     15


     


    

 


(x)          otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by any Subscriber, consistent
with the terms of this Equity Support Agreement, in connection with the registration of the Registrable Equity Support Shares.


 


		(h)	Indemnification.



 


(i)           The
Issuer agrees to indemnify, to the extent permitted by law, each Subscriber (to the extent a seller under the Registration Statement),
its officers, directors, partners, members, managers, employees, stockholders, advisers and agents, and each person who controls such
Subscriber (within the meaning of the Securities Act or the Exchange Act), to the extent permitted by law, against all losses, claims,
damages, liabilities and reasonable and documented out of pocket expenses (including reasonable and documented outside attorneys’
fees of one law firm (and one firm of local counsel)) caused by any untrue or alleged untrue statement of material fact contained in any
Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged
omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in
the light of the circumstances under which they were made) not misleading, except insofar as the same are caused by or contained in any
information or affidavit so furnished in writing to the Issuer by or on behalf of such Subscriber expressly for use therein and except
with respect to sales made during a Suspension Event.


 


(ii)          In
connection with any Registration Statement in which any Subscriber is participating, such Subscriber shall furnish (or cause to be furnished)
to the Issuer in writing such information and affidavits as the Issuer reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall indemnify the Issuer, its directors and officers and each person or
entity who controls the Issuer (within the meaning of the Securities Act or the Exchange Act) against any losses, claims, damages, liabilities
and expenses (including, without limitation, reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement
of material fact contained or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make
the statements therein (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading, but
only to the extent that such untrue statement or omission is contained (or not contained in, in the case of an omission) in any information
or affidavit so furnished in writing by on behalf of such Subscriber expressly for use therein; provided, however, that
the liability of each Subscriber shall be several and not joint with any other investor whose securities are covered by the same Registration
Statement and shall be in proportion to and limited to the net proceeds received by such Subscriber from the sale of Registrable Equity
Support Shares giving rise to such indemnification obligation.


 


(iii)         Any
person or entity entitled to indemnification herein shall (A) give prompt written notice to the indemnifying party of any claim
with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any
person’s or entity’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying
party) and (B)  unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If
such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified
party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or
elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all
parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified
party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such
claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into
any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party
pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part
of such indemnified party or which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or litigation.


 






     16


     


    

 


(iv)         The
indemnification provided for under this Equity Support Agreement shall remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall
survive the transfer of securities.


 


(v)          If
the indemnification provided under this Section 7(h) from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party,
in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of
such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations; provided, however, that the liability
of each Subscriber shall be limited to the net proceeds received by such Subscriber from the sale of Registrable Equity Support Shares
giving rise to such indemnification obligation. The relative fault of the indemnifying party and indemnified party shall be determined
by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information
supplied by (or not supplied by, in the case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s
and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The
amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject
to the limitations set forth in Sections 7(h)(i), (ii) and (iii) above, any legal or other fees, charges or
expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 7(h)(v) from
any person or entity who was not guilty of such fraudulent misrepresentation.


 


(i)            Registration and
Private Placement Procedure Expenses. The Registration and Private Placement Procedure Expenses incurred in connection with any registration
or Private Placement Procedure shall be borne by the Issuer. For purposes of this Equity Support Agreement, “Registration and
Private Placement Procedure Expenses” shall mean the documented, out-of-pocket expenses of any registration or Private Placement
Procedure, including, without limitation, the following (but not including and underwriter or brokerage fees):


 


(i)           all registration,
listing and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.)
and any national securities exchange on which the Issuer shares are then listed;


 


(ii)          fees
and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for the
underwriters in connection with blue sky qualifications of the Registrable Equity Support Shares and the fees and expenses of any
 “qualified independent underwriter” as such term is defined in FINRA Rule 5121);


 


 (iii)         printing, messenger, telephone and delivery expenses;




 


 (iv)         fees and disbursements of counsel for the Issuer;




 


(v)          fees
and disbursements of all independent registered public accountants of the Issuer and any other persons, including special experts, retained
by the Issuer, incurred in connection with such registration;


 






     17


     


    

 


(vi)         all expenses
in connection with the preparation, printing and filing of a Registration Statement, any Prospectus and amendments and supplements thereto
and the mailing and delivering of copies thereof to any Subscribers, underwriters and dealers and all expenses incidental to delivery
of the Registrable Equity Support Shares;


 


(vii)        the
expenses incurred in connection with making “road show” presentations and holding meetings with potential investors to facilitate
the sale of the Registrable Equity Support Shares in an Underwritten Offering; and


 


 (viii)       all fees and expenses incurred in connection with the Private Placement Procedure (including each Subscriber’s documented legal fees not to exceed $75,000 in the aggregate).




  


8.              Termination.
This Equity Support Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties
hereunder shall terminate without any further liability on the part of any party in respect thereof except for the provisions of this
Section 8 and Section 7(h) (a) upon the termination of the Transaction under the Transaction Agreement,
(b) upon the mutual written agreement of each of the parties hereto to terminate this Equity Support Agreement, (c) if the
conditions to Closing set forth in Section 3 of this Equity Support Agreement are not satisfied, or capable of being satisfied,
on or prior to the Closing and, as a result thereof, the transactions contemplated by this Equity Support Agreement will not be or are
not consummated at the Closing or (d)  if the Transaction Closing has not occurred by the earlier of August 31, 2022 or five
(5) calendar days from the Termination Date (as defined in the Transaction Agreement); provided that nothing herein will
relieve any party from liability for any breach hereof prior to the time of termination, and each party will be entitled to any remedies
at law or in equity to recover losses, liabilities or damages arising from any such willful breach. The Issuer shall notify the Subscribers
of the termination of the Transaction Agreement promptly after the termination of such agreement. Immediately upon the termination of
this Equity Support Agreement in accordance with this Section 8 (and in any event within one (1) business day after such
termination), (x) any monies paid by each Subscriber in connection herewith shall be returned to such Subscriber and (y) the
Issuer shall be obligated to pay the Option Premium to each Subscriber, notwithstanding such termination.


 


9.              No
Transfer Restrictions. The Total Shaolin Shares shall not be subject to any Transfer Restriction other than (x) the restriction
on Short Sales (as defined below) set forth in Section 10 and (y) restrictions on transfer under applicable securities
laws. “Transfer Restriction” shall mean any direct or indirect limitation, condition to or restriction on the ability
of the Subscribers to offer, sale, lease, assign, encumber, loan, pledge, grant a security interest with respect to, hypothecate, dispose
of or otherwise transfer (by operation of law or otherwise), either voluntary or involuntary, or enter into any contract, option or other
arrangement or understanding with respect to any of the foregoing, any Total Shaolin Shares (whether owned beneficially or of record).


 


10.            Subscribers
Covenant. Each Subscriber hereby agrees that, from and after the date hereof, none of such Subscriber, its controlled
affiliates, or any person or entity acting on behalf of such Subscriber or any of its controlled affiliates or pursuant to any
understanding with such Subscriber or any of its controlled affiliates shall enter into any Short Sales with respect to the equity
or equity-linked securities of the Issuer, if applicable, at a price per Share (or, if such Short Sale is in the form of a
derivative, at the strike price per Share) less than $10.40. For purposes of this Section 10, “Short
Sales” shall include (i) all “short sales” as defined in Rule 200 promulgated under Regulation SHO
under the Exchange Act, including transactions through non-U.S. broker dealers or foreign regulated brokers, and (ii) all types
of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a
total return basis), but excluding this Equity Support Agreement and bona fide margin agreements to which such Subscriber may be or
may become a party (collectively, “Restricted Short Sales”). For the avoidance of doubt, the parties agree that
(A) this Equity Support Agreement shall not, in whole or in part, constitute a Short Sale, (B) each Subscriber shall be
permitted to effect a Short Sale of Equity Support Shares to the extent such Short Sale is necessary or appropriate for such
Subscriber to facilitate a delivery of the corresponding number of the Issuer Ordinary Shares in freely transferable form without
any restrictive legends through the facilities of the DTC from the Issuer or the Transfer Agent, as applicable, (C) the
purchase of put options, sale of call options or delta negative trades in other equity-linked derivatives or securities with strike
prices or the functional equivalent that are equal to or greater than the USD 10.40 shall not be deemed to be Short Sales, and
(D) Short Sales, to the extent such Short Sale is a substitute or a replacement of a Short Sale that was not a Restricted Short
Shale when entered into and is made by an affiliate of any Subscriber in connection with any novation of this Equity Support
Agreement permitted hereunder shall not be prohibited by this Section 10. Further, the parties agree that the Total
Shaolin Shares, or any portion thereof, may be pledged by the Subscribers in connection with bona fide margin agreements, which
shall not be deemed to be a transfer, sale or assignment of such shares restricted by the provisions of this Section 10.
The restrictions provided in this Section 10 shall cease to be binding upon the Subscribers (x) upon the occurrence
of, and immediately from the date of, any Acceleration Event, if (A) a Registration Effectiveness Adjustment Event has occurred
and is continuing or (B) the Registration Statement covering the resale of the Total Shaolin Shares is not effective for any
other reason, in each case, as of the date of such Acceleration Event and (y) if any Acceleration Event has occurred and
continuing, immediately from the date of any Registration Effectiveness Adjustment Event or if the Registration Statement covering
the resale of the Total Shaolin Shares is not, or ceases to be effective, for any other reason, in each case, during the pendency of
such Acceleration Event. For every Share for which each Subscriber directly or indirectly enters into a Restricted Short Sale at a
Share price below $10.40, the Reference Price for an equal number of the Shares that are the Total Shaolin Shares shall be deemed to
be $10.40.


 






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		11.	[Intentionally Left Blank]



 


12.            Voting.
Prior to the earlier to occur of the Termination Date and the Transaction Closing, each Subscriber irrevocably and unconditionally agrees
that it shall, at any meeting of the stockholders of the SPAC (whether annual or special and whether or not an adjourned or postponed
meeting), however called, appear at such meeting or otherwise cause the Class A ordinary shares, par value $0.0001 per share (the
 “SPAC Shares”) held by such Subscriber at the record date of such meeting, if any, to be counted as present thereat
for the purpose of establishing a quorum and vote, or cause to be voted at such meeting, and consent to any written consent of the stockholders
of the SPAC, all SPAC Shares held by such Subscriber consistent with the recommendation of the Board of Directors of the SPAC with respect
to the matters presented at such meeting or in connection with such written consent. Notwithstanding anything herein to the contrary,
this Section 12 shall not require any Subscriber to be present (in person or by proxy) or vote (or cause to be voted), any
of the SPAC Shares held by such Subscriber, if any, to (i) amend, modify or waive any provision of the Transaction Agreement and
the other transaction documents related thereto in a manner that adversely affects such Subscriber in its capacity as a stockholder of
the SPAC in any material respect, and such Subscriber shall not be obligated to vote in favor of the adoption of the Transaction Agreement
if it is amended in any such respect; or (ii) amend the SPAC’s memorandum and articles of association to extend the time period
in which the SPAC must consummate an initial business combination.


 


		13.	Release of Collateral Account



 


		(a)	Collateral Account Releases.



 


(i)             On
or prior to 5 p.m. US Eastern Time on the Business Day immediately following the final VWAP Trading Day of each Reference Period,
the Issuer shall pay to each Subscriber in immediately available funds in USD the applicable Reference Period Payment. Following such
payment, each Subscriber shall instruct the Securities Intermediary to release the applicable Issuer Release Amount from the Collateral
Account to the Issuer at the wire instructions to be provided by the Issuer to such Subscriber prior to the First Reference Period. If
such Reference Period Payment is not made by the Issuer in full and on time, then each Subscriber shall instruct Securities Intermediary
to (i) release the applicable Reference Period Payment from the Collateral Account to such Subscriber at the following wire instructions
as in Annex A, and (ii) release the applicable Issuer Release Amount from the Collateral Account to the Issuer at the wire instructions
to be provided by the Issuer to such Subscriber prior to the First Reference Period. The parties agree that payments under this Section 13(a) shall
be treated for U.S. federal income tax purposes as termination payments under Section 1234A of the Code.


 


(ii)            Following
the conclusion of, as applicable, the Third Reference Period or the final Accelerated Reference Period and the payment or release of the
Reference Period Payment for the Third Reference Period or for the final Accelerated Reference Period pursuant to the immediately preceding
subsection, each Subscriber shall reasonably promptly instruct the Securities Intermediary to release the outstanding balance of the Collateral
Account to the Issuer.


 






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(iii)           Notwithstanding
anything to the contrary herein, in the event of a Delisting or Insolvency Filing, the Reference Price shall immediately be deemed to
be USD 0 (the “Delisted/Insolvent Price”) for the applicable Reference Period and all succeeding Reference Periods
(if any), the start (if a Reference Period has not yet started) of each Reference Period and the end of each Reference Period shall be
deemed to be accelerated to the date of such Delisting or Insolvency Filing, and each Subscriber shall instruct the Securities Intermediary
to release the outstanding balance of the Collateral Account to such Subscriber. The parties agree and acknowledged that the provisions
of this Section 13(a)(iii) are explicitly subject to Section 15.


 


(iv)           Notwithstanding
anything to the contrary herein, if at any time the Calculation Agent determines that the amount in any Collateral Account is insufficient
to fund the maximum amount of the remaining Reference Period Payment(s) (assuming, for purposes of such calculation, that the Daily
VWAP for each remaining VWAP Trading Day is USD 0), it shall notify the applicable Subscriber and the Issuer of such deficiency and the
Issuer shall be obligated, within two (2) Business Days, to deliver
an amount in cash in USD to such Collateral Account to cure such deficiency.


 


		(b)	Dispute Resolution.



 


(i)            In
the event that a party (the “Disputing Party”) does not agree with any determination made (or the failure to make any
determination) by the Calculation Agent, the Disputing Party shall have the right, by delivering notice within one (1) Business Day
of such determination, to require that the Calculation Agent have such determination reviewed by a disinterested third party that is a
leading dealer in the U.S. corporate equity derivatives market and that is not an Affiliate of either party (a “Third Party Dealer”).
Such Third Party Dealer shall be jointly selected by the parties within one (1) Business Day after the Disputing Party’s exercise
of its rights hereunder (once selected, such Third Party Dealer shall be the “Substitute Calculation Agent”). If the
parties are unable to agree on a Substitute Calculation Agent within the prescribed time, each of the parties shall elect a Third Party
Dealer and such two dealers shall agree on a third Third Party Dealer by the end of the subsequent Business Day. Such third Third Party
Dealer shall be deemed to be the Substitute Calculation Agent. Any exercise by the Disputing Party of its rights hereunder must be in
writing and shall be delivered to the Calculation Agent not later than the first (1st) Business Day following the Business Day on which
the Calculation Agent notifies the Disputing Party of any determination made (or of the failure to make any determination). Any determination
by the Substitute Calculation Agent shall be binding in the absence of a manifest error and shall be made as soon as possible but no later
than the second (2nd) Business Day following the


 


Substitute Calculation Agent’s appointment.
The costs of such Substitute Calculation Agent and, if applicable, nominating Third Party Dealers shall be borne by (a) the Disputing
Party if the Substitute Calculation Agent substantially agrees with the Calculation Agent or (b) the non-Disputing Party if the Substitute
Calculation Agent does not substantially agree with the Calculation Agent. If, after following the procedures and within the specified
time frames set forth above, a binding determination is not achieved, the original determination of the Calculation Agent shall apply.


 


(ii)            Notwithstanding
anything to the contrary herein, in the event that the Issuer disputes any determination in good faith made by the Calculation
Agent, the Issuer shall not be entitled to the release of any funds from the Collateral Account, including pursuant to Section 13(a)(i)
or (a)(ii), during the pendency of the dispute and the utilization of the dispute resolution procedures set forth in Section 13(b)(i).


 


		(c)	Acceleration Events.



 


(i)             The
Issuer hereby covenants and agrees to notify each Subscriber of the occurrence of any Acceleration Event that it is, or reasonably
should be aware of as promptly as practicable thereafter and, to the extent that the occurrence of such Acceleration Event would
constitute material non-public information with respect to the Issuer or the Issuer Ordinary Shares, simultaneously with such notice
to file a Form 8-K with the SEC disclosing the occurrence of such Acceleration Event. In addition to the foregoing, to the
extent any Subscriber reasonably believes any information related to such Acceleration Event received from the Issuer constitutes
material non-public information with respect to the Issuer or the Issuer Ordinary Shares that has not been disclosed to the market
generally by the Issuer, such Subscriber may use and disclose such material non-public information publicly and/or to any potential
purchaser of Issuer Ordinary Shares from such Subscriber.


 






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(ii)            Following
the occurrence of an Acceleration Event, each Subscriber shall have the right, exercisable on or prior to the fifth (5th) Business Day
following the date when such Subscriber has received a notice from such Acceleration Event from the Issuer, to accelerate any and all
the remaining Reference Periods, at the election of such Subscriber, pursuant to the proviso set forth in the definition of the “Reference
Period” (and each such new Reference Period, as accelerated, shall be deemed to be an “Accelerated Reference Period”).
For the avoidance of doubt, such right may, at the sole discretion of each Subscriber, be exercised prior to the receipt of such notice
from the Issuer. If any Subscriber makes such election, it shall reasonably promptly notify the Issuer of such acceleration in reasonable
detail, including (i) the applicable Acceleration Event, (ii) the number of Total Shaolin Shares that such acceleration is being
applied to, (iii) the applicable Reference Period Commencement Date(s) and (iv) the length of the applicable Reference
Period(s).


 


Definitions: For purposes
of the preceding Section 13, the following definitions shall apply:


 


“Acceleration Event” shall mean, as determined by
the Calculation Agent:


 


		(a)	That the Daily VWAP of the Issuer Ordinary Shares shall be less than USD 5.00 for any 10 VWAP Trading
Days (whether or not consecutive) during any consecutive 15 VWAP Trading Day period, as determined by the Calculation Agent;



 


		(b)	That if, on any Trading Day, the closing price for the Issuer Ordinary Shares is more than 40% lower than
the closing price on the immediately preceding Trading Day (the “Prior Closing Price”) and the Prior Closing Price
was less than USD 10.40;



 


		(c)	The Issuer Ordinary Shares cease to be listed on any of The New York Stock Exchange, The Nasdaq Global
Market or The Nasdaq Global Select Market (or any of their respective successors) and are not listed on The New York Stock Exchange, The
Nasdaq Global Market or The Nasdaq Global Select Market on the immediately following Trading Day (a “Delisting”);



 


		(d)	The receipt by the Issuer or any of their respective directors or officers solely with respect to their
positions as officers and directors of the Issuer, of a “Wells Notice” from the SEC that the SEC intends to recommend or commence
a civil or criminal enforcement action against such Person with respect to their positions with the Issuer;



 


		(e)	On any VWAP Trading Day (“Day 1”) in which there has been any announcement or
                                                                 disclosure between 4pm ET on the immediately prior VWAP Trading Day (“Day 0”) and 9:30am ET on Day 1 that the
                                                                 Issuer’s financial statements for any reporting period contain a material misstatement or omission, the Daily VWAP of Day 1
                                                                 decreases by at least 20% from the Daily VWAP of Day 0; provided, that if such announcement or disclosure is released during
                                                                 the regular trading hours on Day 1, an “Acceleration Event”
shall mean that the Closing Price for Day 1 decreased by at least 20% from the Closing Price on Day 0;



 


		(f)	The receipt by the Issuer of a negative going concern opinion from the Issuer’s auditor;



 


		(g)	The resignation of the Issuer’s auditor; provided that such resignation does not result from
a reorganization of such auditor or from any disputes, as determined by the Calculation Agent, regarding the Issuer’s financial
statements;



 






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		(h)	A default by the Issuer or any of its Significant Subsidiaries with respect to any one or more mortgages,
agreements or other instruments under which there is outstanding, or by which there is secured or evidenced, any indebtedness for money
borrowed of at least USD 30.0 million dollars (or its foreign currency equivalent) in the aggregate, whether such indebtedness exists
as of the date hereof or is thereafter created, where such default results in such indebtedness becoming or being declared due and payable
before its stated maturity;



 


		(i)	Any Insolvency Filing;



 


		(j)	The occurrence of any Announcement Event; or



 


		(k)	The Daily Unrestricted Liquidity is less than (x) if the Issuer has not made or announced any cash
dividends, distributions, Spin-Outs, share buybacks or transfers, in each instance, to the holders of the Issuer Ordinary Shares on or
after the Transaction Closing, USD 10.0 million for a period of any ten (10) consecutive Business Days, or (y) if the Issuer
has made or announced any cash dividends, distributions, Spin-Outs, share buybacks or transfers, in each instance, to the holders of the
Issuer Ordinary Shares on or after the Transaction Closing, USD 20.0 million for a period of any two (2) consecutive Business Days.



 


“Acquisition Transaction”
shall mean any transaction or event that the Calculation Agent determines is reasonably likely to be consummated or completed and, if
consummated or completed, would constitute a Merger Event or the occurrence of any Merger Event.


 


“Announcement Event”
shall mean (i) the announcement by the Issuer, any of its subsidiaries or a Valid Third Party Entity of an Acquisition Transaction,
and (ii) an announcement by the Issuer or any of its subsidiaries that the Issuer or any of its subsidiaries has entered into an
agreement or a letter of intent to enter into an Acquisition Transaction.


 


“Business Day”
shall mean, solely for purposes of this Section 13, any day other than a Saturday, a Sunday or any day on which the Federal
Reserve Bank of New York is authorized or required by law or executive order to close or be closed.


 


“Calculation Agent”
shall mean, initially (and in respect of its portion of this Equity Support Agreement), the Subscriber, subject to Section 13(b) hereof.
Following any determination or calculation by the Calculation Agent hereunder, upon a written request by the Issuer, the Calculation Agent
shall promptly (but in any event within three Trading Days) provide to the Issuer by e- mail to the e-mail address provided by the Issuer
in such request a report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable
detail the basis for such determination or calculation (including any assumptions used in making such determination or calculation), it
being understood that the Calculation Agent shall not be obligated to disclose any proprietary models used by it for such determination
or calculation or any information that may be proprietary or confidential or subject to an obligation not to disclose such information.
Whenever the Calculation Agent is required to act or to exercise judgment in any way, it will do so in good faith and in a commercially
reasonable manner.


 


“Daily Unrestricted
Liquidity” shall mean the unrestricted cash held by the Issuer and its subsidiaries and availability of any amounts to be borrowed
under any revolving credit facilities. For the avoidance of doubt, such amount shall not include any restricted cash, customer cash or
any amounts held in the Collateral Account.


 


“Daily VWAP”
shall mean, for any Trading Day or VWAP Trading Day (as applicable), the per share volume-weighted average price as displayed under the
heading “Bloomberg VWAP” on Bloomberg page “SLCR US


 


<equity> AQR”, it being understood
that immediately following the Transaction Closing, such page is expected to be replaced with “THCH US <equity> AQR”
(or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the
scheduled close of trading of the primary trading session on such Trading Day or VWAP Trading Day (or if such volume-weighted average
price is unavailable, the market value of one Issuer Ordinary Share on such Trading Day or VWAP Trading Day determined, using a volume
weighted average method, by the Calculation Agent). The “Daily VWAP” shall be determined without regard to after-hours trading
or any other trading outside of the regular trading session trading hours or, for the avoidance of doubt, any sales pursuant to the ATM
Agreement.


 






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“First Period Subscriber
Shares” shall be a number of Issuer Ordinary Shares equal to one-third of the Equity Support Shares, rounded down.


 


“First Reference
Price Commencement Date” shall mean the 85th calendar day immediately following the date of the Closing (as defined in the Transaction
Agreement.


 


“First Reference
Period” shall mean, subject to the proviso to the definition of the “Reference Period”, the 25 consecutive VWAP
Trading Days beginning on, and including, the First Reference Period Commencement Date.


 


“First Reference
Period Payment” shall mean an amount equal to the number of First Period Subscriber Shares multiplied by (i) if the Reference
Price for the First Reference Period is less than USD 10.40, an amount equal to USD 10.40 minus the Reference Price (including,
if applicable, an Adjusted Reference Price or Delisted/Insolvent Price) for the First Reference Period, or (ii) if the Reference
Price (including, if applicable, an Adjusted Reference Price) for the First Reference Period is greater than or equal to USD 10.40, zero.


 


“Insolvency Filing”
shall mean that the Issuer or any of the Issuer’s Significant Subsidiaries is unable or admits in writing its inability to pay its
debts as they fall due, institutes or has instituted against it by a regulator, supervisor or any similar official with primary insolvency,
rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organization or the jurisdiction of its
head or home office, or it consents to a proceeding seeking a judgment of insolvency or bankruptcy or any other relief (including, without
limitation, provisional liquidation, restructuring, an application for the appointment of a liquidator, provisional liquidator or restructuring
officer or an application for an order for a meeting of its creditors, shareholders or any class of either in respect of a compromise
or arrangement in respect of it) under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition
is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official or any other person or it consents
in writing via an authorized representative to such a petition or its voluntary liquidation or voluntary winding-up commences.


 


“Issuer Release Amount”
shall mean (i) with respect to the First Reference Period, an amount equal to (x) the First Period Subscriber Shares multiplied
by (y) the lesser of USD 10.40 and the Reference Price for the First Reference Period; (ii) with respect to the Second Reference
Period, an amount equal to (x) the Second Period Subscriber Shares multiplied by (y) the lesser of USD 10.60 and the Reference
Price for the Second Reference Period; and (iii) with respect to the Third Reference Period, an amount equal to (x) the Third
Period Subscriber Shares multiplied by (y) the lesser of USD 10.90 and the Reference Price for the Third Reference Period; provided
that in no event shall the Issuer Release Amount cause the principal balance of the Collateral Account to be less than the maximum possible
amount of the remaining Reference Period Payments and, if the Issuer Release Amount at any point will do so, the Issuer Release Amount
shall be deemed to be reduced to the maximum amount that would not cause any such deficiency.


 


“Merger Event”
shall mean any transaction or event, or series of related transaction(s) and/or event(s), that is, or results in, or would, if consummated,
result in, (a) a reclassification or change of the Issuer Ordinary Shares that results in a transfer of or an irrevocable commitment
to transfer all of the Issuer Ordinary Shares outstanding to another Person; (b) (i) a consolidation, amalgamation, merger
or binding share exchange of the Issuer with or into, or a sale or other disposition of all or substantially all of the Issuer’s
consolidated assets to, another Person, or any transaction similar to the foregoing (other than, in each case, a consolidation, amalgamation,
merger or binding share exchange in which the Issuer is the continuing Person and the Issuer Ordinary Shares are not exchanged for, or
converted into, any other securities or property), or (ii) any acquisition or similar transaction (including pursuant to a consolidation,
amalgamation, merger or binding share exchange) by the Issuer or any Subsidiary thereof, excluding (A) any transaction between the
Issuer and any of its wholly-owned Subsidiaries or among any such wholly-owned Subsidiaries and (B) any transaction for which (x) the
Issuer or the relevant Subsidiary is the continuing Person and the Issuer Ordinary Shares are not exchanged for, or converted into, any
other securities or property, and (y) either (1) the enterprise value of the Person or Persons being acquired (or, in the case
of an acquisition of assets, the fair market value thereof) is less than 50% of the enterprise value of the Issuer or (2) such transaction
will not have a material effect on the volatility, liquidity, trading volume or borrowing cost of the Issuer Ordinary Shares or the credit
quality of the Issuer or the relevant Subsidiary, in each case, as of the date on which the transaction is announced, as reasonably determined
by the Calculation Agent or (c) a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any Person
in which such Person purchases or obtains, or, if such transaction or event were consummated, would purchase or obtain, 100% of the outstanding
Issuer Ordinary Shares (other than such Issuer Ordinary Shares owned or controlled by such other Person), in each case, as reasonably
determined by the Calculation Agent.


 






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“Period Subscriber
Shares” shall mean the First Period Subscriber Shares, the Second Period Subscriber Shares or the Third Period Subscriber Shares
(as applicable in context).


 


“Potential Adjustment
Event” shall mean (i) the issuance by the Issuer of Issuer Ordinary Shares as a dividend on substantially all Issuer Ordinary
Shares, or if the Issuer effects a split or a combination of the Issuer Ordinary Shares, (ii) the distribution by the Issuer to all
or substantially all holders of Issuer Ordinary Shares rights, options or warrants entitling such holders, for a period of not more than
sixty (60) calendar days after the date such distribution is announced, to subscribe for or purchase Issuer Ordinary Shares at a price
per share that is less than the average of the closing price per Issuer Ordinary Shares for the ten consecutive Trading Days ending on,
and including, the Trading Day immediately before the date such distribution is announced, (iii) any distribution by the Issuer of
Issuer Ordinary Shares, evidences of its indebtedness or other assets or property of the Issuer, or rights, options or warrants to acquire
Issuer Ordinary Shares or other securities, to all or substantially all holders of the Issuer Ordinary Shares, other than cash dividends,
(iv) a Spin-Off, (v) a Split-Off or (vi) a Tender Offer. Following the occurrence of a Potential Adjustment Event, the
Calculation Agent shall make commercially reasonable adjustments to this Section 13 to account for the dilutive or concentrative
effect of such Potential Adjustment Event. Promptly, but in any event within five (5) Trading Days following such determination,
the Calculation Agent shall notify the Issuer of any such adjustment.


 


“Reference Period”
shall mean the First Reference Period, the Second Reference Period, or the Third Reference Period, as the case may be, including any Accelerated
Reference Period; provided that upon the occurrence of an Acceleration Event, each Subscriber shall have the right to adjust, in
its sole discretion, (i) the applicable Reference Period Commencement Date and any and all succeeding Reference Period Commencement
Dates to fall on any Trading Day from (and including) the date on which the Acceleration Event has occurred until (and including) the
fifth (5th) Business Day following the later of (x) the date on which the Acceleration Event has occurred and (y) the date on
which such Subscriber received notice from the Issuer of such Acceleration Event (provided that, for the avoidance of doubt, the
remaining Reference Periods may, in whole or in part, overlap at the election of any Subscriber), and (ii) the length of the applicable
Reference Period and any and all succeeding Reference Periods, and in no event shall any Accelerated Reference Period consist of less
than fifteen (15) VWAP Trading Days. Any Reference Period (other than an Accelerated Reference Period) shall be extended by no more than
six (6) VWAP Trading Days a maximum of one (1) time in any Reference Period, as determined by the Calculation Agent, if (a) across
such Reference Period the aggregate volume of Issuer Ordinary Shares is fewer than 2,500,000 in total, as determined by the Calculation
Agent by reference to the Bloomberg Page “SLCR US <equity> HP”, it being understood that immediately following
the Transaction Closing, such page is expected to be replaced with “THCH US <equity> HP” (or its equivalent successor
if such page is not available) and (b) the Issuer has fulfilled its obligations in Section 7. For the avoidance
of doubt, the maximum length of any Reference Period, following an extension pursuant to the provisions in the immediately prior sentence,
shall never be greater than thirty-one (31) VWAP Trading Days, and during such extension, the provisions of Section 7 shall
remain in force.


 


“Reference Period
Commencement Date” shall mean the First Reference Period Commencement Date, the Second Reference Period Commencement Date, or
the Third Reference Period Commencement Date, as applicable.


 


“Reference Period
Payment” shall mean (i) with respect to the First Reference Period, the First Reference Period Payment, (ii) with
respect to the Second Reference Period, the Second Reference Period Payment, and (iii) with respect to the Third Reference Period,
the Third Reference Period Payment.


 


“Reference Price”
shall mean, subject to Section 7(f) and Section 13(a)(iii) and with respect to any Reference Period,
the arithmetic averages of the Daily VWAPs for each VWAP Trading Day in such Reference Period, as determined by the Calculation Agent.


 






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“Registration Effectiveness
Adjustment Event” shall mean (i) the Registration Statement, covering the resale of the Total Shaolin Shares is not declared
effective by the SEC (or otherwise does not become effective) for any reason on or subsequent to the Effectiveness Deadline or (ii) after
its effective date, such Registration Statement ceases for any reason to remain continuously effective as to the Total Shaolin Shares
thereunder.


 


“Registration Filing
Adjustment Event” shall mean a Registration Statement is not submitted to or filed with the SEC on or prior to the Filing Deadline;
provided that such event shall cease to continue if a Registration Statement is declared effective by the Effectiveness Deadline,
immediately upon such effectiveness.


 


“Regulatory Disruption”
shall mean an event any Subscriber concludes, upon consultation with external counsel, that it is reasonably appropriate with respect
to any legal, regulatory or self-regulatory requirements or related policies and procedures (in the case of any self-regulatory requirements
or related policies and procedures, solely to the extent such self-regulatory requirements or related policies and procedures are consistently
applied in good faith to all similarly situated counterparties in all similar contexts) for it to refrain from effecting transactions
with respect to Issuer Ordinary Shares on any Scheduled Trading Day or Days, as notified reasonably promptly to the Issuer.


 


“Relevant Stock Exchange”
shall mean the Nasdaq Capital Market (“Nasdaq”), or, if the Issuer Ordinary Shares are not then listed on Nasdaq, the
principal other U.S. national or regional securities exchange on which the Issuer Ordinary Shares are then listed.


 


“Scheduled Trading
Day” means any day on which the Relevant Stock Exchange is scheduled to be open for reading for its regular trading session.


 


“Second Period Subscriber
Shares” shall be a number of Issuer Ordinary Shares equal to one-third of the Equity Support Shares, rounded down.


 


“Second
Reference Price Commencement Date” shall mean the 145th calendar day immediately following the date of the
Closing (as defined in the Transaction Agreement).


 


“Second Reference
Period” shall mean, subject to the proviso in the definition of the “Reference Period”, the 25 consecutive VWAP
Trading Days beginning on, and including, the Second Reference Price Commencement Date.


 


“Second Reference
Period Payment” shall mean an amount equal to the Second Period Subscriber Shares multiplied by (i) if the Reference Price
for the Second Reference Period is less than USD 10.60, an amount equal to USD 10.60 minus the Reference Price (including, if applicable,
an Adjusted Reference Price or Delisted/Insolvent Price) for the Second Reference Period, or (ii) if the Reference Price (including,
if applicable, an Adjusted Reference Price) for the Second Reference Period is greater than or equal to USD 10.60, zero.


 


“Significant Subsidiary”
shall mean with respect to any Person, any Subsidiary of such Person that constitutes a “significant subsidiary” (as defined
in Rule 1-02(w) of Regulation S-X under the Exchange Act) of such Person.


 


“Spin-Off”
shall mean any distribution, issuance or dividend to holders of the Issuer Ordinary Shares of any capital stock or other securities of
another issuer owned (directly or indirectly) by the Issuer or any Subsidiary thereof.


 


“Split-Off”
shall mean any exchange offer by the Issuer or any Subsidiary thereof for Issuer Ordinary Shares in which the consideration to be delivered
to exchanging holders of the Issuer Ordinary Shares is capital stock or other securities of another issuer owned (directly or indirectly)
by the Issuer.


 


“Tender Offer”
shall mean a takeover offer, tender offer, exchange offer, solicitation, proposal or other event that results, or would result if consummated,
in any Person purchasing, or having beneficial ownership (within the meaning of Section 13(d) of the Exchange Act) of more than
10% of the outstanding voting units of the Issuer, as reasonably determined by the Calculation Agent, based upon the making of filings
with governmental or self-regulatory agencies or such other information as any Calculation Agent deems relevant.


 






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“Third Period Subscriber
Shares” shall be a number of Issuer Ordinary Shares equal to the Equity Support Shares minus the sum of (i) the
First Period Subscriber Shares and (ii) the Second Period Subscriber Shares.


 


“Third
Reference Price Commencement Date” shall mean the 235th calendar day immediately following the date of the
Closing (as defined in the Transaction Agreement).


 


“Third Reference
Period” shall mean, subject to the proviso in the definition of the “Reference Period”, the 25 consecutive VWAP
Trading Days beginning on, and including, the Third Reference Price Commencement Date.


 


“Third Reference
Period Payment” shall mean an amount equal to the Third Period Subscriber Shares multiplied by (i) if the Reference Price
for the Third Reference Period is less than USD 10.90, an amount equal to USD 10.90 minus the Reference Price (including, if applicable,
an Adjusted Reference Price or Delisted/Insolvent Price) for the Third Reference Period, or (ii) if the Reference Price (including,
if applicable, an Adjusted Reference Price) for the Third Reference Period is greater than or equal to USD 10.90, zero.


 


“Trading Day”
shall mean any day on which trading in the Issuer Ordinary Shares generally occurs on the principal U.S. national or regional securities
exchange on which the Issuer Ordinary Shares are then listed. If the Issuer


 


Ordinary Shares are not so listed or traded, then “Trading Day”
means a Business Day.


 


“Valid Third Party
Entity” shall mean in respect of any transaction, any third party (or its affiliate, agent or representative) that has a bona
fide intent to enter into or consummate such transaction (it being understood and agreed that in determining whether such third party
has such a bona fide intent, the Calculation Agent may take into consideration the effect of the relevant announcement by such third party
(or its affiliate, agent or representative) on the Issuer Ordinary Shares and/or options relating to the Issuer Ordinary Shares).


 


“VWAP Market Disruption
Event” shall mean, with respect to any date, (A) the failure by the Relevant Stock Exchange to open for trading during
its regular trading session on such date; or (B) the occurrence or existence of a Regulatory Disruption which the Calculation Agent
determines is material.


 


“VWAP Trading Day”
means a Scheduled Trading Day on which (A) there is no VWAP Market Disruption Event or Regulatory Disruption; and (B) trading
in the Issuer Ordinary Shares generally occurs on the Relevant Stock Exchange; provided that, if a VWAP Market Disruption Event
or Regulatory Disruption occurs, the Calculation Agent shall determine if such VWAP Trading Day is (i) a disrupted day in full, in
which case such day shall not be a VWAP Trading Day, or (ii) a disrupted day in part, in which case the Calculation Agent shall determine
the VWAP for such VWAP Trading Day based on the volume-weighted average price of trades in the Issuer Ordinary Shares on such VWAP Trading
Day effected before the applicable Regulatory Disruption based on the <VAP> screen on Bloomberg or similar, as determined by the
Calculation Agent if the Issuer Ordinary Shares are not so listed or traded on a Relevant


 


Stock Exchange, then “VWAP Trading Day” means a Business
Day.


 


14.            Miscellaneous.


 


(a)           At the Transaction
Closing, the Issuer and the Issuer Shareholder, as applicable and on a joint and several basis, shall reimburse each Subscriber for all
of such Subscriber’s reasonable and documented legal expenses (including the reasonable and documented fees and expenses of such
Subscriber’s external legal counsel) incurred in connection with the Transaction; provided that such amount shall not exceed $150,000
in the aggregate without the prior written consent of the Issuer (not to be unreasonably withheld, delayed or conditioned).


 


(b)           In the event that a
Company Termination Fee (as defined in the Transaction Agreement) is payable to the SPAC or its designees, or a SPAC Termination Fee (as
defined in the Transaction Agreement) is payable to the Company or its designees, the Issuer shall be liable to each Subscriber for the
reimbursement of legal expenses in Section 14(a).


 


(c)           In the event that a
Company Termination Fee is payable to SPAC or its designees, or a SPAC Termination Fee (as defined in the Transaction Agreement) is payable
to the Issuer or its designees, the Issuer shall pay to each Subscriber the Option Premium.


 






     26


     


    

 


(d)           Following the execution
of this Equity Support Agreement, none of the Project Maple Parties shall, directly or indirectly, negotiate or enter into an Excluded
Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC.
 “Excluded Financing” shall mean any non-redemption or investment agreement, arrangement, contract or similar that (i) does
not provide cash proceeds that are immediately available to the Issuer and/or the SPAC upon the Transaction Closing; (ii) includes
a share buyback obligation or (iii) provides a valuation period that would precede, overlap with or follow, in whole or in part,
any Reference Periods in this Agreement. An Excluded Financing shall include, but not be limited to, a financing that is a “backstop”,
equity support, contingent capital, standby equity purchase, redemption recapture or similar agreement, arrangement, contract or similar.
For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not
be a breach of this Section 14(d).


 


(e)           Neither this Equity
Support Agreement nor any rights that may accrue to the Subscribers hereunder (other than the Equity Support Shares acquired hereunder,
if any) may be transferred or assigned; provided that any Subscriber may transfer and assign its rights and obligations under this Equity
Support Agreement to one or more of its affiliates and other investment funds, co-investors or accounts managed or advised by the investment
manager who acts on behalf of such Subscriber or an affiliate thereof, including the rights pursuant to Section 7 hereunder.


 


(f)            The Issuer may request
from the Subscribers such additional information as the Issuer may deem necessary in connection with the inclusion of the Equity Support
Shares in the Registration Statement, and each Subscriber shall provide such information as may reasonably be requested. Each Subscriber
acknowledges that the Issuer may file a copy of this Equity Support Agreement with the SEC as an exhibit to a current or periodic report
or a registration statement of the Issuer.


 


(g)           Each Subscriber acknowledges
that the Issuer will rely on the acknowledgments, understandings, agreements, representations and warranties of such Subscriber contained
in this Equity Support Agreement. Prior to the Closing, each Subscriber agrees to promptly notify the Issuer if any of the acknowledgments,
understandings, agreements, representations and warranties of such Subscriber set forth herein are no longer accurate. Each Subscriber
acknowledges and agrees that each purchase by such Subscriber of Equity Support Shares from the Issuer will constitute a reaffirmation
of the acknowledgments, understandings, agreements, representations and warranties herein (as modified by any such notification) by such
Subscriber as of the time of such purchase.


 


(h)           The Issuer and each
Subscriber are each entitled to rely upon this Equity Support Agreement and each is irrevocably authorized to produce this Equity Support
Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters
covered hereby.


 


(i)            All of the representations
and warranties contained in this Equity Support Agreement shall survive the Closing. All of the covenants and agreements made by each
party hereto in this Equity Support Agreement shall survive the Closing until the applicable statute of limitations or in accordance with
their respective terms, if a shorter period.


 


(j)            This Equity Support
Agreement may not be modified, waived or terminated (other than pursuant to the terms of Section  8 above) except by an instrument
in writing, signed by each of the parties hereto. No failure or delay of either party in exercising any right or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance
of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the parties and third-party beneficiaries hereunder are cumulative and are not exclusive
of any rights or remedies that they would otherwise have hereunder.


 


(k)           This
Equity Support Agreement (including the schedules, annexes and exhibits hereto) constitutes the entire agreement, and supersedes all
other prior term sheets, agreements, understandings, representations and warranties, both written and oral, among the parties, with respect
to the subject matter hereof; provided, however, that the parties acknowledge and agree that this Equity Support Agreement shall not
terminate, release or otherwise supersede the exclusivity obligation of the SPAC set forth in any term sheet among the SPAC, an affiliate
of the Subscribers and the other parties thereto related to the matters set forth herein. This Equity Support Agreement shall not confer
any rights or remedies upon any person other than the parties hereto, and their respective successor and assigns.


 






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(l)            Except as otherwise
provided herein, this Equity Support Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs,
executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties,
covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators,
successors, legal representatives and permitted assigns.


 


(m)          If any provision of
this Equity Support Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity,
legality or enforceability of the remaining provisions of this Equity Support Agreement shall not in any way be affected or impaired thereby
and shall continue in full force and effect.


 


(n)           This Equity Support
Agreement may be executed in one or more counterparts (including by electronic mail or in .pdf) and by different parties in separate counterparts,
with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed
together and shall constitute one and the same agreement.


 


(o)           The Issuer acknowledges
that in the event of a breach of this Equity Support Agreement by the Issuer, the SPAC, or their advisors, substantial injury could result
to the Subscribers and monetary damages may not be a sufficient remedy for such breach. Therefore, in the event that the Issuer or the
SPAC engage in, or threaten to engage in any act which violates any provision of this Equity Support Agreement, the Subscribers shall
be entitled, in addition to all other remedies which may be available to it under law or in equity, to injunctive relief (including, without
limitation, temporary restraining orders, or preliminary or permanent injunctions) and specific enforcement of the terms of this Agreement.
The Subscribers shall not be required to post a bond or other security in connection with the granting of any such relief.


 


(p)           Section headings and titles contained
herein are intended for convenience and reference only and are not intended to define, limit or describe the scope or intent of any provision
of this Equity Support Agreement.


 


(q)           THE PARTIES HERETO
IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK (OR, TO THE EXTENT SUCH COURT DOES NOT HAVE SUBJECT
MATTER JURISDICTION, THE SUPERIOR COURT OF THE STATE OF NEW YORK, OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW YORK) SOLELY
IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS EQUITY SUPPORT AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS
EQUITY SUPPORT AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE
IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IS NOT SUBJECT THERETO OR THAT SUCH
ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE
OR THAT THIS EQUITY SUPPORT AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY
AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH A NEW YORK STATE OR FEDERAL
COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER
OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED
IN THIS SECTION 14(q) OF THIS EQUITY SUPPORT AGREEMENT OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL
BE VALID AND SUFFICIENT SERVICE THEREOF. THIS EQUITY SUPPORT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD OTHERWISE REQUIRED THE APPLICATION OF THE LAW
OF ANY OTHER STATE.


 






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(r)           EACH PARTY ACKNOWLEDGES
AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS EQUITY SUPPORT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY
TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH
PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS EQUITY SUPPORT
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS EQUITY SUPPORT AGREEMENT (WHETHER BASED ON CONTRACT, TORT, STATUTE OR ANY OTHER THEORY).
EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY;
AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS EQUITY SUPPORT AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS
IN THIS SECTION 14(r).


 


15.            Parties’
Acknowledgements. The parties agree that (i) the Issuer’s obligations to register the Total Shaolin Shares by the
Effectiveness Deadline and maintain the effectiveness of a Registration Statement covering the Total Shaolin Shares during the
Registration Period, as contemplated by Section 7 and (ii) the Issuer’s continued solvency and its listing on
any of The New York Stock Exchange, The Nasdaq Global Market or the Nasdaq Global Select Market (or any of their respective
successors) are each an integral part of this Equity Support Agreement and, in view of the uncertainty, impracticability and extreme
difficulty (if not impossibility) of estimating damages that may result from an the Issuer’s breach of such registration
obligations or from a Delisting or Insolvency Filing, including because of the parties’ inability to predict future share
prices, interest and stock borrow rates, future trading volumes and other relevant market-based factors, the parties mutually agree
that the terms of the Adjusted Reference Price and the Delisted/Insolvent Price represent, and are intended by the parties to be, a
reasonable estimate of each Subscriber’s anticipated damages as a result of such the Issuer’s breach, and not penalties.
The Adjusted Reference Price and the Delisted/Insolvent Price shall be deemed to be the liquidated damages sustained by each
Subscriber, and the Issuer agrees that the terms of the Adjusted Reference Price and the Delisted/Insolvent Price are reasonable
under the circumstances currently existing. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ISSUER EXPRESSLY WAIVES THE
PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE ADJUSTED REFERENCE PRICE AND/OR THE
DELISTED/INSOLVENT PRICE OR ANY PAYMENTS REQUIRED BY SECTION 13 IN CONNECTION WITH A BREACH OF THE ISSUER’S
OBLIGATIONS UNDER SECTION 7 OR A DELISTING OR INSOLVENCY EVENT. The Issuer expressly agrees that (i) the terms of
the Adjusted Reference Price and Delisted/Insolvent Price are reasonable and are the product of an arm’s length negotiated
transaction between sophisticated business people, ably represented by counsel, (ii) the Adjusted Reference Price and
Delisted/Insolvent Price shall be accounted for in the payments contemplated by this Equity Support Agreement notwithstanding the
then prevailing market rates for registered the Issuer Ordinary Shares or any other securities at the time payment is made,
(iii) there has been a course of conduct between the Subscribers and the Issuer giving specific consideration in this Equity
Support Agreement for such agreement to include the Adjusted Reference Price and Delisted/Insolvent Price, and (iv) the Issuer
shall be estopped hereafter from claiming differently than as agreed to in this paragraph. the Issuer expressly acknowledges that
its agreement to include the Adjusted Reference Price and Delisted/Insolvent Price for the benefit of the Subscribers as herein
described is a material inducement to the Subscribers to purchase the Equity Support Shares hereunder.


 


16.            Press
Releases. All press releases or other public communications relating to the transactions contemplated hereby between the Issuer and
the Subscribers, and the method of the release for publication thereof, shall prior to the Closing be subject to the prior approval of
(i) the Issuer, and (ii) to the extent such press release or public communication references the any Subscriber or its affiliates
or investment advisers by name, such Subscriber, which approval shall not be unreasonably withheld or conditioned; provided, that neither
the Issuer nor the Subscribers shall be required to obtain consent pursuant to this Section 16 to the extent any proposed
release or statement is substantially equivalent to the information that has previously been made public without breach of the obligation
under this Section 16. The restriction in this Section 16 shall not apply to the extent the public announcement
is required by applicable securities law, any governmental authority or stock exchange rule; provided, that in such an event, the applicable
party shall use its commercially reasonable efforts to consult with the other party in advance as to its form, content and timing.


 






     29


     


    

 


17.            Notices. All notices
and other communications among the parties shall be in writing and shall be deemed to have been duly given (i) when delivered in
person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt
requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service, or (iv) when
delivered by email (in each case in this clause (iv), solely if receipt is confirmed, but excluding any automated reply, such as an out-of-office
notification), addressed as follows:


 


If to the Subscribers, to:


 


Shaolin Capital Management


7620 NE 4th Court, Miami, FL 33138


Attn: Rahul Singhal, Anthony
Giraulo


E-mail:


rahul.singhal@shaolincapital.com;


anthony.giraulo@shaolincapital.com;


pipes@shaolincapital.com;


shaolinoperations@shaolincapital.com


 


If to the Issuer, to:


 


TH International Limited


c/o Cartesian Capital Group LLC


505 5th Avenue, 15th Floor


New York, NY 10017


Attn: Peter Yu, Gregory Armstrong


E-mail:


peter.yu@cartesiangroup.com;


gregory.armstrong@cartesiangroup.com


 


or to such other address or addresses as the parties may from
time to time designate in writing. Copies delivered solely to outside counsel shall not constitute notice.


 


[SIGNATURE PAGES FOLLOW]


 






     30


     


    

 


IN WITNESS WHEREOF, each Subscriber
has executed or caused this Equity Support Agreement to be executed by its duly authorized representative as of the date set forth below.


 


	Name of Subscriber: Shaolin Capital Partners Master	 	State/Country of Formation or Domicile: Cayman Islands
	Fund Ltd	 	 
	 	 	 
	By:	/s/ Carl Winter	 	Date: May 24, 2022
	Name:   Carl Winter	 	 
	Title:	     Director of Operations	 	 
	 	 	 	 
	Subscriber’s EIN: 98-1318694	 	 
	 	 	 
	Name in which Shares are to be registered:
    Shaolin Capital Partners Master Fund Ltd	 	 
	 	 	 
	 	 	 
	Business Address: DMS Corporate Services Ltd PO	 	Mailing Address-Street (if different):
	Box 1344, DMS House George Town, KY1-1108	 	7620 NE 4th Court, Miami, FL 33138
	Cayman Islands	 	 


 


Telephone No.: (212) 433-4314


 


Maximum Number of Equity Support Shares Subscribed For:
2,108,200


 


 


Maximum Subscription Amount: $21,082,000


 


[Schedule B to Equity Support Agreement]


 






     


     


    

 


 


 


	Name of Subscriber: MAP 214 Segregated Portfolio,
a

 segregated portfolio of LMA SPC
	 	State/Country of Formation or Domicile: Cayman Islands



 


 


	By:	/s/ Carl Winter	 	Date: May 24, 2022
	Name:   Carl Winter	 	 
	Title:     Authorized Signatory	 	 
	 	 	 	 



	Subscriber’s EIN: 98-1352098	 	 
	 	 	 
	Name in which Shares are to be registered: MAP 214	 	 
	Segregated Portfolio, a segregated portfolio of LMA SPC	 	 
	 	 	 
	 	 	 
	Business Address: 27 Hospital Road George Town,	 	Mailing Address-Street (if different): 
	KY1-9008 CAYMAN ISLANDS	 	7620 NE 4th Court, Miami, FL
33138
	 	 	 
	 	 	 
	Telephone No.: (212) 433-4314	 	 
	 	 	 
	Maximum Number of Equity Support Shares Subscribed For: 1,135,900	 	 
	 	 	 
	 	 	 
	Maximum Subscription Amount: $11,359,000	 	 




 


[Schedule B to Equity Support Agreement]


 






     


     


    

 


	Name of Subscriber: DS Liquid DIV RVA SCM LLC	 	State/Country of Formation or Domicile: Delaware, USA
	 	 	 
	 	 	 
	By:  	/s/ Carl Winter	 	Date: May 24, 2022
	Name:     Carl Winter	 	 
	Title:       Authorized Signatory	 	 
	 	 	 
	 	 	 
	Subscriber’s EIN: 86-2931418	 	 
	 	 	 
	Name in which Shares are to be registered: DS Liquid	 	 
	DIV RVA SCM LLC	 	 
	 	 	 
	 	 	 
	Business Address: 452 Fifth Avenue, 26th
Floor,	 	Mailing Address-Street (if different):
	New York, NY, 10018	 	7620 NE 4th Court, Miami, FL 33138
	 	 	 
	 	 	 
	Telephone No.: (212) 433-4314	 	 
	 	 	 
	Maximum Number of Equity Support Shares Subscribed For: 1,092,000	 	 
	 	 	 
	Maximum Subscription Amount: $10,920,000	 	 


 


[Schedule B to Equity Support Agreement]


 






     


     


    

 


	Name of Subscriber: Shaolin Capital Partners SP, a	 	State/Country of Formation or Domicile: Cayman Islands
	segregated portfolio of PC MAP SPC	 	 
	 	 	 
	 	 	 
	By:	/s/  Carl
    Winter	 	Date: May 24, 2022
	Name:    Carl Winter	 	 
	Title:	      Authorized Signatory	 	 
	 	 	 	 
	Subscriber’s EIN: 98-1651912	 	 
	 	 	 
	Name in which Shares are to be registered:
    Shaolin Capital Partners SP, a segregated
    portfolio of PC MAP SPC	 	 
	 	 	 	 
	 	 	 	 
	Business Address: Ugland House, 121 South Church	 	Mailing Address-Street (if different):
	Street, George Town, Grand Cayman KY1-1104,	 	7620 NE 4th Court, Miami, FL 33138
	Cayman Islands	 	 


 


Telephone No.: (212) 433-4314


 


Maximum Number of Equity Support Shares Subscribed For:
663,900


 


 


Maximum Subscription Amount: $6,639,000


 


[Schedule B to Equity Support Agreement]


 






    


     


    

 


IN WITNESS
WHEREOF, the Issuer has accepted this Equity Support Agreement as of the date set forth below.


 


	 	THE INTERNATIONAL LIMITED
	 	 
	 	 
	 	By:	/s/ Paul Hong
	 	 	Name:	Paul Hong
	 	 	Title:	Director



 


Date: March 8, 2022