Exhibit 10.1


 


October 7, 2021


 


Maxpro Capital Acquisition Corp.


5/F-4, No. 89


Songren Road, Xinyi District


Taipei City 11073


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter
Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to
be entered into by and between Maxpro Capital Acquisition Corp., a Delaware corporation (the “Company”) and EF Hutton, division
of Benchmark Investments, LLC, as representative of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of up to 10,350,000 of the Company’s units
(including up to 1,350,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of
one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable
warrant. Each redeemable warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at
a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement
on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the
 “Commission”) and the Units have been approved to be listed on the Nasdaq Global Market. Certain capitalized terms used herein
are defined in paragraph 11 hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, MP One Investment LLC (the “Sponsor”) and each
of the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each, an “Insider”
and collectively, the “Insiders”), hereby agrees with the Company as follows:


 


1.             The
Sponsor and each Insider agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection
with such proposed Business Combination, it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor
of any proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such
stockholder approval. If the Company engages in a tender offer in connection with any proposed Business Combination, each Insider agrees
that it, he or she will not seek to sell its, his or her shares of Common Stock to the Company in connection with such tender offer.


 






     


     


    

 


2.             The
Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 12 months
from the closing of the Public Offering (or up to 18 months from the closing of the Public Offering if the Company extends the period
of time to consummate a Business Combination, as described in more detail in the Prospectus) or such later period approved by the Company’s
stockholders in accordance with the Company’s amended and restated certificate of incorporation, the Sponsor and each Insider shall
take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds therefor, redeem 100% of the
Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and
not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the
number of then outstanding Offering Shares, which redemption will completely extinguish all Public Stockholders’ rights as stockholders
of the Company (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the
Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law
to provide for claims of creditors and other requirements of applicable law. The Sponsor and each Insider agree not to propose any amendment
to the Company’s amended and restated certificate of incorporation that would modify (i) the substance or timing of the Company’s
obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within 12 months from the closing
of the Public Offering (or up to 18 months from the closing of the Public Offering if the Company extends the period of time to consummate
a Business Combination, as described in more detail in the Prospectus) or (ii) the other provisions relating to stockholders’
rights or pre-initial business combination activities, unless the Company provides its Public Stockholders with the opportunity to redeem
their Offering Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account, including interest (which interest shall be net of amounts released for payment of taxes) divided by the
number of then outstanding Offering Shares. The Sponsor and each Insider agree to waive its redemption rights with respect to shares of
Capital Stock owned by it in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate
of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if
the Company does not complete a Business Combination within 12 months from the closing of the Public Offering (or up to 18 months from
the closing of the Public Offering if the Company extends the period of time to consummate a Business Combination, as described in more
detail in the Prospectus) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business
combination activity.


 





Each of the Sponsor and each
Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account
or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or
her. The Sponsor and each Insider hereby further waives, with respect to any shares of Common Stock held by it, him or her, if any, any
redemption rights it, he or she may have in connection with the consummation of a Business Combination, including, without limitation,
any such rights available in the context of a stockholder vote to approve such Business Combination or in the context of a tender offer
made by the Company to purchase shares of Common Stock (although the Sponsor, the Insiders and their respective affiliates shall be entitled
to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business
Combination within 12 months from the date of the closing of the Public Offering (or up to 18 months from the closing of the Public Offering
if the Company extends the period of time to consummate a Business Combination, as described in more detail in the Prospectus)).


 






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3.             During
the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider
shall not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate,
pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase
a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder,
with respect to any Units, shares of Common Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares
of Common Stock owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of any Units, shares of Common Stock, Warrants or any securities convertible into,
or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, whether any such transaction is to be settled by
delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in
clause (i) or (ii). Each of the Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any release
or waiver, of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or
waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any
release or waiver granted shall only be effective two business days after the publication date of such press release. The provisions of
this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee
has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms
remain in effect at the time of the transfer.


 


4.             In
the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other stockholders,
members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage
and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing
or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject as
a result of any claim by (i) any third party (other than the Company’s independent accountants) for services rendered or products
sold to the Company or (ii) a prospective target business with which the Company has entered into a letter of intent, confidentiality
or other similar agreement for a Business Combination (a “Target”); provided, however, that such indemnification of the Company
by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for services rendered (other than
the Company’s independent public accountants) or products sold to the Company or a Target do not reduce the amount of funds in the
Trust Account to below (i) $10.15 per share of the Offering Shares or (ii) such lesser amount per share of the Offering Shares
held in the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in
each case, net of the amount of interest earned on the property in the Trust Account which may be withdrawn to pay taxes, except as to
any claims by a third party (including a Target) who executed a waiver of any and all rights to seek access to the Trust Account and except
as to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor
shall not be responsible to the extent of any liability for such third party claims. The Sponsor shall have the right to defend against
any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice
of the claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.


 






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5.             To
the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 1,350,000 Units within 45
days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number
of Founder Shares in the aggregate equal to the product of 337,500 multiplied by a fraction, (i) the numerator of which is 1,350,000
minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator
of which is 1,350,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters
so that the Initial Stockholders will own an aggregate of 20.0% of the Company’s issued and outstanding shares of Common Stock after
the Public Offering (excluding the Private Placement Shares).


 


6.             The
Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in
the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 6, 7(a), 7(b), and
9 of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party
shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of
such breach.


 


7.             (a)          The
Sponsor and each Insider agrees that it or he shall not Transfer any Founder Shares (or shares of Common Stock issuable upon conversion
thereof) until the earlier of (A) six months after the date of the Company’s initial Business Combination or (B) subsequent
to the Company’s initial Business Combination, (x) if the reported last sale price of the Common Stock equals or exceeds $12.00
per share (as adjusted for stock splits, stock dividends, right issuances, reorganizations, recapitalizations and the like) for any 20
trading days within any 30-trading day period, or (y) the date on which the Company completes a liquidation, merger, capital stock
exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares
of common stock for cash, securities or other property (the “Founder Shares Lock-up Period”).


 


(b)        The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Units, the Private Placement Shares, the Private
Placement Warrants or shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants, until 30 days after
the completion of the initial Business Combination (the “Private Placement Units Lock-up Period”, together with the Founder
Shares Lock-up Period, the “Lock-up Periods”).


 






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(c)         Notwithstanding
the provisions set forth in paragraphs 7(a) and 7(b), Transfers of the Founder Shares, Private Placement Units, Private Placement
Shares, Private Placement Warrants and shares of Common Stock issued or issuable upon the exercise or conversion of the Private Placement
Warrants or the Founder Shares that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with
this paragraph 7(c)), are permitted (i) to the Company’s officers or directors, any affiliate or family member of any of the
Company’s officers or directors or any members of the Sponsor or any affiliates of the Sponsor; (b) in the case of an individual,
by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s
immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of
laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic
relations order; (e) by private sales or transfers made in connection with the consummation of an initial Business Combination at
prices no greater than the price at which the securities were originally purchased; (f) in the event of the Company’s liquidation
prior to the completion of an initial Business Combination; (g) by virtue of the laws of the State of Delaware or the Sponsor’s
limited liability company agreement upon dissolution of the Sponsor; or (h) in the event of the Company’s liquidation, merger,
capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the
right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Company’s completion of
an initial Business Combination; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees
must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein and the other restrictions
contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).


 





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


 






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9.             (a)          Except
as disclosed in the Prospectus and cash or other compensation to the Company’s officers or advisors to be engaged subsequent to
the consummation of the Public Offering (which will be disclosed in the Company’s other filings with the Securities and Exchange
Commission), neither the Sponsor nor any individual who is an officer, director or advisor of the Company as of the date hereof nor any
affiliate thereof shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment
of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate the consummation of the
Company’s initial Business Combination (regardless of the type of transaction that it is), other than the following, none of which
will be made from the proceeds held in the Trust Account prior to the completion of the initial Business Combination: repayment of a
loan and advances up to an aggregate of $300,000 made to the Company by MP One Investment LLC; reimbursement for any out-of-pocket expenses
related to identifying, investigating and consummating an initial Business Combination; payment to an affiliate of the Sponsor of $10,000
per month, for up to 18 months, for office space, utilities and secretarial and administrative support; and repayment of non-interest
bearing loans, if any, and on such terms as to be determined by the Company from time to time, made by the Sponsor or any of the Company’s
officers or directors to finance transaction costs in connection with an intended initial Business Combination, provided, that, if the
Company does not consummate an initial Business Combination, a portion of the working capital held outside the Trust Account may be used
by the Company to repay such loaned amounts so long as no proceeds from the Trust Account are used for such repayment. Up to $1,500,000
of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of the initial
Business Combination. The units would be identical to the Private Placement Units. Additionally, up to $900,000 (or $1,350,000 if the
underwriters’ over-allotment option is exercised in full) may be loaned by the Sponsor to fund up to two three-month extensions
on the period of time in which the Company has to consummate a Business Combination. Such loans may be convertible into units at a price
of $10.00 per unit, which units would be identical to the Private Placement Units.


 


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


 






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11.          As
used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Capital Stock”
shall mean, collectively, the Common Stock and the Founder Shares; (iii) “Founder Shares” shall mean the 2,587,500 shares
of the Company’s Class B common stock, par value $0.0001 per share, initially held by the Sponsor (up to 337,500 Shares of
which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised in full by the Underwriters);
(iv) “Initial Stockholders” shall mean the Sponsor and any other holder of Founder Shares immediately prior to the Public
Offering; (v) “Private Placement Shares” shall mean the 420,275 shares of Common Stock comprising the Private Placement
Units (or up to 464,150 shares of Common Stock if the over-allotment option is exercised in full); (vi) “Private Placement
Units” shall mean the 420,275 units to be purchased by the Sponsor, or up to 464,150 units if the over-allotment option is exercised
in full, each comprised of one share of Common Stock and one warrant to purchase one share of Common Stock, that the Sponsor has agreed
to purchase for an aggregate purchase price of $4,202,750 (or up to $4,641,500 if the over-allotment option is exercised in full), or
purchase price of $10.00 per Private Placement Unit, in a private placement that shall occur simultaneously with the consummation of the
Public Offering; (vii) “Private Placement Warrants” shall mean the Warrants to purchase up to 420,275 shares of Common
Stock (or up to 464,1550 shares of Common Stock if the over-allotment option is exercised in full) comprising the Private Placement Units;
(viii) “Public Stockholders” shall mean the holders of securities issued in the Public Offering; (ix) “Trust
Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement
Units shall be deposited; and (x) “Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or
agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or
indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent
position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be
settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction
specified in clause (a) or (b).


 





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


 


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


 


14.          Nothing
in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right,
remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All
covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit
of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


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


 






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


 





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


 


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


 


19.          This
Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the
Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated
and closed by October 31, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 






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	 	Sincerely,
	 	 
	 	Maxpro Capital Acquisition Corp.
	 	 
	 	 
	 	By:	/s/ Chen, Hong – Jung (Moses)
	 	 	Name:   Chen, Hong – Jung
(Moses)
	 	 	Title:     Chief Executive Officer
	 	 
	 	 
	 	By:	/s/ Gau, Wey – Chuan (Albert)
	 	 	Gau, Wey – Chuan (Albert)
	 	 	Title:     Chief Financial Officer
	 	 
	 	 
	 	By:	/s/ Song, Yung-Fong
    (Ron)
	 	 	Song, Yung-Fong (Ron)
	 	 	Title:     Chief Strategy Officer
	 	 
	 	 
	 	By:	/s/ Wu, Saoshan
	 	 	Wu, Saoshan
	 	 
	 	 
	 	By:	/s/ Chen, Yi – Kuei (Alex)
	 	 	Chen, Yi – Kuei (Alex)
	 	 
	 	 
	 	By:	/s/ Noha Georges
	 	 	Noha Georges
	 	 
	 	 
	 	By:	/s/ Chen, Hong – Jung (Moses)
	 	 	Name:   MP One Investment LLC
	 	 	By: Chen, Hong – Jung (Moses), Chief Executive
Officer



 





[Signature Page to Letter Agreement]


 






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