Exhibit 10.5


 


Execution Version


 


BACKSTOP AGREEMENT


 


This AGREEMENT (this “Agreement”)
is made as of this 4th day of October, 2021 by and between Alberton Acquisition Corporation, a British Virgin Islands exempted
company (the “Company”) and Nana Feng_(“Buyer”).


 


WHEREAS, the Company was organized
for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, an operating
business (“Business Combination”); and


 


WHEREAS, the Company has entered
into that certain Merger Agreement (as amended, the “Merger Agreement”) dated October 27, 2020 by and among the Company, Alberton
Merger Subsidiary Inc., a Nevada corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and SolarMax Technology,
Inc., a Nevada corporation (“SolarMax”), pursuant to which SolarMax will merge (the “Merger”) with and into Merger
Sub and SolarMax will survive the Merger as a wholly-owned subsidiary of the Company; and


 


WHEREAS, the Company has filed
a prospectus/proxy statement in Form S-4 (File Number 333-251825) relating to the transactions contemplated by the Merger Agreement which
has not been declared effective by the U.S. Securities and Exchange Commission (the “Registration Statement”); and


 


WHEREAS, Buyer will agree
to purchase no less than $ 5  million (the “Commitment”) of ordinary shares (the “Shares”) of the Company,
as specified below.


 


NOW, THEREFORE, in consideration
of the mutual covenants hereinafter set forth and other good and valuable consideration, the sufficiency of which is hereby acknowledged,
the parties hereby agree as follows:


 


ARTICLE I


Purchase
and Closing


 


Section 1.01 Purchase
from Third Parties. The Buyer acknowledges that, subject to Section 3.07, it may acquire Shares in open market or private
transactions from time to time. The Buyer agrees that if the Buyer so purchases the Shares, (i) such purchases, if any, (a) shall be
made in compliance with all applicable laws, rules and regulations, including without limitation applicable United States securities
laws, and (b) to effect such purchase, the Buyer shall not enter a bid below the posted market offer price for such shares.


 


Section 1.02 Purchase from
Redeeming Holders. At the Company’s request, the Buyer shall purchase from holders of public shares of the Company (“Redeeming
Holders”) who have exercised their right of redemption pursuant to the Company’s organizational documents, all of the ordinary
shares of the Company held by the Redeeming Holders at a price to be negotiated between the Buyer and the Redeeming Holders which price
shall not be less than the Redemption Price.  In connection with any such purchase, the Redeeming Holder shall execute an agreement
pursuant to which the Redeeming Holder irrevocably withdraws the notice of redemption made by the Redeeming Holder.  Payment to the
Redeeming Holders shall be made by wire transfer of the purchase price in accordance with instructions from the Redeeming Holders.


 






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Section 1.03 Non-Trading.
The Buyer agrees that it will not redeem any Shares and agrees that it will not dispose of any Shares until after the closing of the
Merger.


 





ARTICLE II


Representations
and Warranties of the Company


 


The Company hereby represents
and warrants to Buyer on the date hereof and as of the Closing that:


 


Section 2.01 Organization.
The Company is duly formed in the jurisdiction of its organization and has the requisite corporate power and authority to execute, deliver
and carry out the terms of this Agreement and to consummate the transactions contemplated hereby and thereby.


 


Section 2.02 Authority;
Non-Contravention. This Agreement has been validly authorized, executed and delivered by the Company and assuming the due authorization,
execution and delivery thereof by the other parties hereto, is a valid and binding agreement enforceable in accordance with its terms,
subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally.
The execution, delivery and performance of this Agreement by the Company does not and will not conflict with, violate or cause a breach
of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Company is a party
which would prevent the Company from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Company
is subject.


 


ARTICLE III


Representations
and Warranties of the Buyer


 


Buyer hereby represents and
warrants to the Company on the date hereof and as of the Closing that:


 


Section 3.01 Organization.
In the event that Buyer is a corporation, it is duly incorporated, validly existing and in good standing in the jurisdiction of its incorporation.
Buyer has the requisite corporate power and authority to execute, deliver and carry out the terms of this Agreement and to consummate
the transactions contemplated hereby and thereby.


 


Section 3.02 Authority;
Non-Contravention. This Agreement has been validly authorized, executed and delivered by Buyer and assuming the due authorization,
execution and delivery thereof by the other parties hereto, is a valid and binding agreement enforceable in accordance with its terms,
subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally.
The execution, delivery and performance of this Agreement by Buyer does not and will not conflict with, violate or cause a breach of,
constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Buyer is a party which would
prevent Buyer from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Buyer is subject.


 


Section 3.03 Governmental
Approvals. All consents, approvals, orders, authorizations, registrations, qualifications, designations, declarations or filings with
any governmental or other authority on the part of Buyer required in connection with the consummation of the transactions contemplated
in the Agreement have been or shall have been obtained prior to and be effective as of the Closing.


 






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Section 3.04 Sophisticated
Buyer. Buyer is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the purchase of Shares.


 


Section 3.05 No Brokers.
No broker, investment banker, financial advisor, finder or other person has been retained by or is authorized to act on behalf of Buyer
that will be entitled to any fee or commission for which the Company will be liable in connection with the execution of this Agreement
or the consummation of the transactions contemplated hereby.


 


Section 3.06 Securities
Law Compliance. The Buyer has been advised that the offer and sale of the Shares by the Company has not been registered under the
Securities Act of 1933, as amended (the “Securities Act”), or any other securities laws and, therefore, none of the Shares
purchased at the Closing can be resold unless they are registered under the Securities Act and applicable securities laws or unless an
exemption from such registration requirements is available. The Buyer understands that the Shares purchased from the Company will be considered
to be “restricted securities” under the Securities Act, and that, therefore, the Buyer will not be eligible to use Rule 144
promulgated under the Securities Act for at least one year after “Form 10” information relating to the Merger has been filed
with the SEC. The Buyer is acquiring the Shares for Buyer’s own account for investment, not as a nominee or agent, and not with
a view to, or for resale in connection with, the distribution thereof. The Buyer represents that it is an “accredited investor”
as such term is defined in Rule 501 of Regulation D, promulgated under the Securities Act, and that the Buyer is not subject to the “Bad
Actor” disqualification, as such terms is defined in Rule 506 of Regulation D, promulgated under the Securities Act.


 


Section 3.07 Affiliation.
If the Buyer is an affiliate of the Company or SolarMax the Buyer it will only purchase pursuant to Sections 1.02 and will not make any
purchases pursuant to Section 1.01.


 


Section 3.08. Anti-Money
Laundering.  The operations of the Buyer, including the obligations of the Buyer pursuant to this Agreement, are and have been
conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and all other applicable U.S.
and non-U.S. anti-money laundering laws and regulations, including, but not limited to, those of the Currency and Foreign Transactions
Reporting Act of 1970, as amended, the USA Patriot Act of 2001 and the applicable money laundering statutes of all applicable jurisdictions,
the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by
any governmental agency in the United States and, if the Buyer is a resident of any country other  than the United States the anti-money
laundering laws of the country in which the Buyer is a resident (collectively, the “Anti-Money Laundering Laws”), and no action,
suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Buyer with respect to
the Anti-Money Laundering Laws is pending or, to the Buyer’s knowledge, threatened and there is no basis for any such action, suit
or proceeding.


 






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Section 3.09. Absence of Certain Relationships. To the best of the Buyer’s knowledge, none of: (i) the Buyer;
(ii) any person controlling or controlled by the Buyer; (iii) any person having a beneficial interest in the Buyer; or (iv) any person
for whom the Buyer is acting as agent or nominee in connection with the purchase of the Shares:




 


(a)   is
a country, territory, individual or entity named on a list maintained by of the U.S. Department of the Treasury Office of Foreign Assets
Control (“OFAC”), or a person or entity prohibited under the OFAC Programs.  The Buyer agrees to promptly notify the
Company should the Buyer become aware of any change in the information set forth in these representations; or


 


(b) is a senior foreign political
figure [1], or any immediate family[2] member
or close associate[3] of a senior foreign political figure, as such terms are defined in
the footnotes below.


 


ARTICLE IV


Acknowledgement;
Waiver


 


Section 4.01 Acknowledgement;
Waiver. Buyer (i) acknowledges that the Company may possess or have access to material non-public information which has not been and
will not be communicated to Buyer; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it
may now have or may hereafter acquire, whether presently known or unknown, against the Company or any of its officers, directors, employees,
agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with
the transactions contemplated by this Agreement, including without limitation, any such claims arising under the securities or other laws,
rules and regulations, and (iii) is aware that the Company is relying on the foregoing acknowledgement and waiver in clauses (i) and (ii)
above, respectively, in connection with the transactions contemplated by this Agreement.


 


ARTICLE V


Miscellaneous


 


Section 5.01  Termination.
This Agreement shall terminate on the earlier of (i) the closing of the Merger, (ii) the date the Merger Agreement is terminated,
and (iii) October 26, 2021 (or April 22, 2022 if extended).


 


Section 5.02  Counterparts;
Facsimile. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile
transmission, and any such executed facsimile copy shall be treated as an original.


 


Section 5.03 Governing
Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of New York.
Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement
shall, to the fullest extent applicable, be brought and enforced first in the Southern District of New York, then to such other court
in the State of New York as appropriate and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the
parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.


 





 






		[1]	A “senior foreign political figure” is defined as
a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected
or not), a senior official of a major foreign political party, or a senior executive of a foreign governmentowned corporation. In addition,
a “senior foreign political figure” includes any corporation, business or other entity that -has been formed by, or for the
benefit of, a senior foreign political figure.






		[2]	The “immediate
family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws.






		[3]	A “close associate” of a senior foreign political
figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure,
and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the
senior foreign political figure.



 







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Section 5.04 Remedies
Cumulative. Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained
in this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may
have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy
to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent breaches
by the other party hereto of any covenant or agreement of such other party contained in this Agreement. Accordingly, Buyer hereby agrees
that the Company is entitled to an injunction prohibiting any conduct by the Buyer in violation of this Agreement and the Buyer shall
not seek the posting of any bond in connection with such request for an injunction. Furthermore, in any action by the Company to enforce
this Agreement, Buyer waives its right to assert any counterclaims and its right to assert set-off as a defense. The prevailing party
agrees to pay all costs and expenses, including reasonable attorneys’ and experts’ fees that such prevailing party may incur in connection
with the enforcement of this Agreement.


 


Section 5.05 Severability.
If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void
or unenforceable, the remainder of the terms, provisions and covenants of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated


 


Section 5.06 Binding
Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal
representatives, successors and permitted assigns.


 


Section 5.07 Headings.
The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.


 


Section 5.08 Entire
Agreement; Changes in Writing. This Agreement constitutes the entire agreement among the parties hereto and supersedes and cancels
any prior agreements, representations and warranties, whether oral or written, among the parties hereto relating to the transaction contemplated
hereby. Neither this Agreement nor any provision hereof may be changed or amended orally, but only by an agreement in writing signed by
the other party hereto.


 


Section 5.09 Further
Assurances. If at any time any of the parties hereto shall consider or be advised that any further documents or actions are necessary
or desirable to vest, perfect or confirm of record or otherwise the rights, title or interest in or to the Shares or under or otherwise
pursuant to this Agreement, the parties hereto shall execute and deliver such further documents or take such actions and provide all assurances
and to take and do all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title
and interest in or to the Shares or under or otherwise pursuant to this Agreement.


 


Section 5.10 Waiver
of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on
October 24, 2018 (the “Prospectus”). Buyer warrants and represents that it has read the Prospectus and understands that the
Company has established a trust account containing the proceeds of its initial public offering (“IPO”) and from certain private
placements occurring simultaneously with the IPO (collectively, with interest accrued from time to time thereon, the “Trust Fund”)
initially in an amount of $100,000,000 for the benefit of the Company’s public shareholders (“Public Shareholders”)
and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held
in the Trust Fund, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to
redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public
Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary
to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or (iv) to the Company after or concurrently
with the consummation of a Business Combination.


 






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For and in consideration of
the Company entering into entering into this agreement with Buyer, and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Buyer hereby agrees that it does not now and shall not at any time hereafter have any right, title, interest
or claim of any kind in or to any monies in the Trust Fund or distributions thereform, or make any claim against, the Trust Fund, regardless
of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship
between the Company and Buyer, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort,
equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Claims”).
Buyer hereby irrevocably waives any Claims it may have against the Trust Fund (including any distributions therefrom) now or in the future
as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust
Fund (including any distributions therefrom) for any reason whatsoever (including, without limitation, for an alleged breach of this Agreement).
Buyer agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to
induce it to enter in this Agreement, and Buyer further intends and understands such waiver to be valid, binding and enforceable under
applicable law.


 




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IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of the date set forth on the first page of this Agreement.


 


	 	ALBERTON ACQUISITION
    I LIMITED  
	 	 	 
	 	By:	/s/
    Guan Wang
	 	Name:	Guan Wang
	 	Title:	Chief Executive Officer



 


	 	NANA FENG
	 	 
	 	By:	/s/ Nana Feng






 


 


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