Exhibit 10.1


 


Execution Version


 


VOTING AGREEMENT


 


This Voting Agreement (this
 “Agreement”) is made as of April 26, 2022, by and among (i) Fortune Rise Acquisition Corporation, a Delaware
corporation (the “Parent”), (ii) VCV Power Sigma, Inc., a Delaware corporation (“Sigma”),
(iii) VCV Power Gamma, Inc., a Delaware corporation (“Gamma” and, together with Sigma, the “Companies”
and each individually, a “Company”) and (iii) the undersigned stockholders (the “Holders”)
of the Parent. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement,
as hereinafter defined.


 


WHEREAS, on April 26, 2022, the Parent, Sigma Merger Sub Inc.,
a Delaware corporation and direct, wholly owned subsidiary of the Parent (“Sigma Merger Sub”), Gamma Merger
Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of the Parent (“Gamma Merger Sub” and,
together with Sigma Merger Sub, “Merger Subs” and each, a “Merger Sub”), the Companies,
and Yuan (Jerry) Tang (“Jerry Tang”), solely in his capacity as the Stockholder Representative thereunder and
for certain limited purposes set forth in Section 5.13 thereof, entered into an agreement and plan of merger (as amended from time to
time in accordance with the terms thereof, the “Merger Agreement”), pursuant to which (i) Sigma Merger Sub
will merge with and into Sigma (the “Sigma Merger”), with Sigma surviving the Sigma Merger as a wholly owned
subsidiary of the Parent, and (ii) Gamma Merger Sub will merge with and into Gamma (the “Gamma Merger” and,
together with the Sigma Merger, the “Mergers”);


 


WHEREAS, as a result
of the Mergers, among others matters, (i) all of the issued and outstanding shares of capital stock of the Companies as of immediately
prior to the consummation of the Mergers (the “Closing”) will be cancelled and exchanged for the right to receive
shares of Parent Common Stock, subject to the deposit of the applicable Gamma Earnout Consideration Shares in the Earnout Escrow Account
in accordance with the terms and conditions of the Merger Agreement and the Escrow Agreement, (ii) each Company Option shall be assumed
by the Parent and automatically converted into an option to purchase Parent Common Shares and each share of Company Restricted Stock will
be automatically converted into the right to receive shares of Parent Common Stock, subject to the same terms as were applicable prior
to the Closing, and (iii) each outstanding Company Convertible Note will be assumed by the Parent and convertible into shares of Parent
Common Stock;


 


WHEREAS, the Board
of Directors of the Parent has (a) approved and declared advisable the Merger Agreement, the ancillary documents (the “Ancillary
Documents”), the Mergers and the other transactions contemplated by any such documents (collectively, the “Transactions”),
(b) determined that the Transactions are fair to and in the best interests of the Parent and its stockholders (the “Parent
Stockholders”) and (c) recommended the approval and the adoption by the Parent Stockholders of the Merger Agreement, the
ancillary documents, the Mergers and the other Transactions; and


 


WHEREAS, as a condition
to the willingness of the Companies to enter into the Merger Agreement, and as an inducement and in consideration therefor, and in view
of the valuable consideration to be received by each Holder thereunder, and the expenses and efforts to be undertaken by the Parent and
the Companies to consummate the Transactions, the Parent, the Companies, and each Holder desire to enter into this Agreement in order
for each Holder to provide certain assurances to the Companies regarding the manner in which such Holder is bound hereunder to vote any
shares of capital stock of the Parent which such Holder beneficially owns, holds or otherwise has voting power (the “Shares”)
during the period from and including the date hereof through and including the date on which this Agreement is terminated in accordance
with its terms (the “Voting Period”) with respect to the Merger Agreement, the Mergers, the Ancillary Documents
and the Transactions.


 






     


     


    

 


NOW, THEREFORE, in
consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to
be legally bound hereby, the parties hereby agree as follows:


 


1. Covenant to
Vote in Favor of Transactions. Each Holder agrees, with respect to all of the Shares:


 


(a) during the Voting Period,
at each meeting of the Parent Stockholders and in each written consent or resolutions of any of the Parent Stockholders in which each
Holder is entitled to vote or consent, such Holder hereby unconditionally and irrevocably agrees to be present for such meeting and vote
(in person or by proxy), or consent to any action by written consent or resolution with respect to, as applicable, the Shares (i) in favor
of, and adopt, the Mergers, the Merger Agreement, the Ancillary Documents, any amendments to the Parent Governing Documents, and all of
the other Transactions (and any actions required in furtherance thereof), (ii) in favor of the other matters set forth in the Merger Agreement,
and (iii) to vote the Shares in opposition to: (A) any and all other proposals (x) for the acquisition of the Parent, (y) that could reasonably
be expected to delay or impair the ability of the Parent to consummate the Mergers, the Merger Agreement or any of the Transactions, or
(z) which are in competition with or materially inconsistent with the Mergers, the Merger Agreement or the Ancillary Documents; (B) other
than as contemplated by the Merger Agreement, any material change in (x) the present capitalization of the Parent or any amendment of
the Parent Charter or (y) the Parent’s corporate structure or business; or (C) any other action or proposal involving any person
or entity (a “Person”) that is intended, or would reasonably be expected, to prevent, impede, interfere with,
delay, postpone or adversely affect in any material respect the Transactions or would reasonably be expected to result in any of the conditions
to the Closing under the Merger Agreement not being fulfilled;


 


(b) to execute and deliver
all related documentation and take such other action in support of the Mergers, the Merger Agreement, any Ancillary Documents and any
of the Transactions as shall reasonably be requested by the Parent or the Companies in order to carry out the terms and provision of this
Section 1;


 


(c) not to deposit, and
to cause each Holder’s Affiliates not to deposit, except as provided in this Agreement, any Shares owned by such Holder or his/her/its
Affiliates in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically
requested to do so by the Parent and the Companies in connection with the Merger Agreement, the Ancillary Documents and any of the Transactions;


 


(d) except as contemplated
by the Merger Agreement or the Ancillary Documents, make, or in any manner participate in, directly or indirectly, a “solicitation”
of “proxies” or consents (as such terms are used in the rules and regulations of the SEC) or powers of attorney or similar
rights to vote, or seek to advise or influence any Person with respect to the voting of, any shares of the Parent Common Stock in connection
with any vote or other action with respect to the Transactions, other than to recommend that the Parent Stockholders vote in favor of
adoption of the Merger Agreement and the Transactions and any other proposal the approval of which is a condition to the obligations of
the parties under the Merger Agreement (and any actions required in furtherance thereof and otherwise as expressly provided by this Section
1); and


 






     


     


    

 


(e) to refrain from exercising
any dissenters’ rights or rights of appraisal under applicable law at any time with respect to the Mergers, the Merger Agreement,
the Ancillary Documents and any of the Transactions, including pursuant to the General Corporation Law of the State of Delaware (as amended,
the “DGCL”).


 


2. Grant of Proxy.
Each Holder, with respect to all of the Shares, hereby irrevocably grants to, and appoints, the Parent and any designee of the Parent
(determined in the Parent’s sole discretion) as such Holder’s attorney-in-fact and proxy, with full power of substitution
and resubstitution, for and in such Holder’s name, to vote, or cause to be voted (including by proxy or written consent, if applicable)
any Shares owned (whether beneficially or of record) by him/her/it. The proxy granted by each Holder pursuant to this Section 2
is irrevocable and is granted in consideration of the Parent entering into this Agreement and the Merger Agreement and incurring certain
related fees and expenses. Each Holder hereby affirms that such irrevocable proxy is coupled with an interest by reason of the Merger
Agreement and, except upon the termination of this Agreement in accordance with Section 5(a), is intended to be irrevocable. Each
Holder agrees, until this Agreement is terminated in accordance with Section 5(a), to vote his/her/its Shares in accordance with
Section 1 above.


 


3. Other
Covenants. 


 


(a) Transfer of Shares.
Each Holder acknowledges such Holder’s obligations under the letter agreement, dated November 2, 2021 (the “Letter Agreement”),
among the Parent and the Holders, pursuant to which such Holder has agreed to certain restrictions on the transfer of Shares, as more
fully set forth in the Letter Agreement. The Parent and each Holder party to the Letter Agreement hereby covenant and agree with the Companies
that the Companies shall be third party beneficiaries to the Letter Agreement and shall have all rights to enforce the Letter Agreement
as if parties thereto, and that no change, amendment, modification or waiver under or with respect to the Letter Agreement shall be made
without the consent of the Companies (which consent shall not be unreasonably withheld).


 


(b) Changes to Shares.
In the event of a stock dividend or distribution, or any change in the shares of capital stock of the Parent by reason of any stock dividend
or distribution, stock split, recapitalization, combination, conversion, exchange of shares or the like, the term “Shares”
shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any securities into which
or for which any or all of the Shares may be changed or exchanged or which are received in such transaction. Each Holder agrees during
the Voting Period to notify the Parent and the Companies promptly in writing of the number and type of any additional Shares acquired
by such Holder, if any, after the date hereof.


 


(c) Compliance with
Merger Agreement. Each Holder agrees during the Voting Period not to take or agree or commit to take any action that would make any
representation and warranty of such Holder contained in this Agreement inaccurate in any material respect. Each Holder further agrees
that such Holder shall use commercially reasonable efforts to cooperate with the Parent to effect the Mergers, all other Transactions,
the Merger Agreement, the Ancillary Documents and the provisions of this Agreement. During the Voting Period, each Holder shall not authorize
or permit any of its Representatives to, directly or indirectly, take any action that the Parent is prohibited from taking pursuant to
the Merger Agreement (unless the Companies shall have consented thereto).


 






     


     


    

 


(d) Registration Statement.
During the Voting Period, each Holder agrees to provide to the Parent, the Companies and their respective Representatives any information
regarding such Holder or the Shares that is reasonably requested by the Parent, the Companies or their respective Representatives for
inclusion in the Registration Statement.


 


(e) Publicity. Each
Holder shall not issue any press release or otherwise make any public statements with respect to the Transactions or the transactions
contemplated herein without the prior written approval of the Parent and the Companies. Each Holder hereby authorizes the Parent and the
Companies to publish and disclose in any announcement or disclosure required by the SEC, Nasdaq or the Registration Statement (including
all documents and schedules filed with the SEC in connection with the foregoing), his/her/its identity and ownership of the Shares and
the nature of his/her/its commitments and agreements under this Agreement, the Merger Agreement and any other Ancillary Documents.


 


4. Representations
and Warranties of Each Holder. Each Holder hereby represents and warrants to the Parent and the Companies as follows:


 


(a) Binding Agreement.
Each Holder (i) if a natural person, is of legal age to execute this Agreement and is legally competent to do so and (ii) if not a natural
person, is (A) a corporation, limited liability company, company or partnership duly organized and validly existing under the laws of
the jurisdiction of its organization and (B) has all necessary power and authority to execute and deliver this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated hereby. If a Holder is not a natural person, the execution and delivery
of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby by such Holder
has been duly authorized by all necessary corporate, limited liability or partnership action on the part of such Holder, as applicable.
This Agreement, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and
binding obligation of each Holder, enforceable against such Holder in accordance with its terms (except as such enforceability may be
limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating
to or affecting creditor’s rights, and to general equitable principles). Each Holder understands and acknowledges that the Companies
are entering into the Merger Agreement in reliance upon the execution and delivery of this Agreement by such Holder.


 


(b) Ownership of Shares.
As of the date hereof, each Holder has beneficial ownership over the type and number of the Shares set forth under Holder’s name
on the signature page hereto, is the lawful owner of such Shares, has the sole power to vote or cause to be voted such Shares, and has
good and valid title to such Shares, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements,
liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by this Agreement,
applicable securities Laws or the Parent Governing Documents, as in effect on the date hereof. There are no claims for finder’s
fees or brokerage commission or other like payments in connection with this Agreement or the transactions contemplated hereby payable
by each Holder pursuant to arrangements made by such Holder. Except for the Shares and other securities of the Parent set forth under
a Holder’s name on the signature page hereto, as of the date of this Agreement, each Holder is not a beneficial owner or record
holder of any: (i) equity securities of the Parent, (ii) securities of the Parent having the right to vote on any matters on which the
holders of equity securities of the Parent may vote or which are convertible into or exchangeable for, at any time, equity securities
of the Parent or (iii) options, warrants or other rights to acquire from the Parent any equity securities or securities convertible into
or exchangeable for equity securities of the Parent.


 






     


     


    

 


(c) No Conflicts.
No filing with, or notification to, any Governmental Entity, and no consent, approval, authorization or permit of any other Person is
necessary for the execution of this Agreement by each Holder, the performance of its obligations hereunder or the consummation by it of
the transactions contemplated hereby. None of the execution and delivery of this Agreement by each Holder, the performance of his/her/its
obligations hereunder or the consummation by him/her/it of the transactions contemplated hereby shall (i) conflict with or result in any
breach of the certificate of incorporation, bylaws or other comparable organizational documents of such Holder, if applicable, (ii) result
in, or give rise to, a violation or breach of or a default under any of the terms of any contract or obligation to which such Holder is
a party or by which such Holder or any of the Shares or his/her/its other assets may be bound, or (iii) violate any applicable Law or
Order, except for any of the foregoing in clauses (i) through (iii) as would not reasonably be expected to impair such Holder’s
ability to perform its obligations under this Agreement in any material respect.


 


(d) No Inconsistent
Agreements. Each Holder hereby covenants and agrees that, except for this Agreement, such Holder (i) has not entered into, nor will
enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to the Shares inconsistent
with such Holder’s obligations pursuant to this Agreement, (ii) has not granted, nor will grant at any time while this Agreement
remains in effect, a proxy, a consent or power of attorney with respect to the Shares and (iii) has not entered into any agreement or
knowingly taken any action (nor will enter into any agreement or knowingly take any action) that would make any representation or warranty
of such Holder contained herein untrue or incorrect in any material respect or have the effect of preventing such Holder from performing
any of his/her/its material obligations under this Agreement.


 


5. Miscellaneous.


 


(a) Termination.
Notwithstanding anything to the contrary contained herein, this Agreement shall automatically terminate, and none of the Parent, the Companies
or the Holders shall have any rights or obligations hereunder, upon the earliest to occur of (i) the mutual written consent of the Parent,
the Companies, and the Holders, (ii) the Effective Time (following the performance of the obligations of the parties hereunder required
to be performed at or prior to the Effective Time), and (iii) the date of termination of the Merger Agreement in accordance with its terms.
The termination of this Agreement shall not prevent any party hereunder from seeking any remedies (at law or in equity) against another
party hereto or relieve such party from liability for such party’s breach of any terms of this Agreement. Notwithstanding anything
to the contrary herein, the provisions of this Section 5(a) shall survive the termination of this Agreement. 


 


(b) Binding Effect;
Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and
their respective permitted successors and assigns. This Agreement and all obligations of each Holder are personal to such Holder and may
not be assigned, transferred or delegated by him/her/it at any time without the prior written consent of the Parent and the Companies,
and any purported assignment, transfer or delegation without such consent shall be null and void ab initio. Each of the Parent and the
Companies may freely assign any or all of its rights under this Agreement, in whole or in part, to any successor entity (whether by merger,
consolidation, equity sale, asset sale or otherwise) without obtaining the consent or approval of such Holder.


 






     


     


    

 


(c) Third Parties.
Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated
hereby shall create any rights in, or be deemed to have been executed for the benefit of, any Person that is not a party hereto or thereto
or a successor or permitted assign of such a party.


 


(d) Governing Law; Jurisdiction.
This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating
to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate
courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction
of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably
waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally
to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is
brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby
may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the
service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated
by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable
address set forth or referred to in Section 5(g). Nothing in this Section 5(d) shall affect the right of
any party to serve legal process in any other manner permitted by applicable law.


 


(e) WAIVER OF JURY TRIAL.
EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH
RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
5(e).


 


(f) Interpretation.
The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this
Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used shall include the corresponding masculine, feminine
or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) the term “including”
(and with correlative meaning “include”) shall be deemed in each case to be followed by the words “without limitation”;
(iii) the words “herein,” “hereto,” and “hereby” and other words of similar import shall be deemed
in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iv)
the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting of this Agreement.
Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted
jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provision of this Agreement.


 






     


     


    

 


(g) Notices. All
notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered
(i) in person, (ii) by electronic mail or other electronic means, with affirmative confirmation of receipt, (iii) on delivery or attempted
delivery after being sent, if sent by reputable, nationally recognized overnight courier service that provides evidence of delivery or
attempted delivery, or (iv) five (5) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt
requested, in each case to the applicable party at the following addresses (or at such other address for a party as shall be specified
by like notice):


 


	
    If to the Parent, to:

    Fortune Rise Acquisition Corporation

    48 Bridge Street, Building A

    Metuchen, New Jersey

    Attention: Yuanmei Ma

    Email: sunnymei2005@gmail.com 
	
    with a copy (which will not constitute notice) to:

    Robinson & Cole LLP

    Chrysler East Building

    666 Third Avenue, 20th Floor

    New York, New York 10017

    Attention: Arila Zhou

    Email: azhou@rc.com

	
    If to the Companies, to:

    VCV Power Sigma, Inc.

    VCV Power Gamma, Inc.

    1540 Broadway, Suite 1010

    New York, New York 10036

    Attn: Jerry Tang

    Email: jerry.tang@vcvdigital.com
	
    with a copy (which will not constitute notice) to:

    Day Pitney LLP

    605 Third Avenue, 31st Floor

    New York, New York 10158

    Attn: Scott W. Goodman, Richard D. Harris

    Email: sgoodman@daypitney.com

    rdharris@daypitney.com



 


	If to a Holder, to: the address set forth under such Holder’s name on the signature page hereto, with a copy (which will not constitute notice) to, if not the party sending the notice, each of the Parent and the Companies (and each of their copies for notices hereunder).


 


(h) Amendments and Waivers.
Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular
instance, and either retroactively or prospectively) only with the written consent of the Parent and Companies and the Holders in the
case of an amendment and by the party granting the waiver in the case of a waiver. No failure or delay by a party in exercising any right
hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any
one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.


 






     


     


    

 


(i) Severability.
In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified
or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity,
legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity,
legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties will substitute for any invalid, illegal or unenforceable provision
a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid,
illegal or unenforceable provision.


 


(j) Specific Performance.
Each Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of
this Agreement by such Holder, money damages will be inadequate and the Parent and Companies will have not adequate remedy at law, and
agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by such Holder
in accordance with their specific terms or were otherwise breached. Accordingly, the Parent and Companies shall be entitled to an injunction
or restraining order to prevent breaches of this Agreement by each Holder and to enforce specifically the terms and provisions hereof,
without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition
to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity.


 


(k) Expenses.
Each party shall be responsible for its own fees and expenses (including the fees and expenses of investment bankers, accountants and
counsel) in connection with the entering into of this Agreement, the performance of its obligations hereunder and the consummation of
the transactions contemplated hereby; provided, that in the event of any action arising out of or relating to this Agreement, the non-prevailing
party in any such action will pay its own expenses and the reasonable documented out-of-pocket expenses, including reasonable attorneys’
fees and costs, reasonably incurred by the prevailing party.


 


(l) No Partnership,
Agency or Joint Venture. This Agreement is intended to create a contractual relationship among each Holder, the Parent and the Companies,
and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship among the parties
hereto or among any other Parent Stockholders entering into voting agreements with the Parent or the Companies. Unless a Holder advises
the Parent and Companies to the contrary, each Holder is not affiliated with any other holder of securities of the Parent entering into
a voting agreement with the Parent or the Companies in connection with the Merger Agreement and has acted independently regarding its
decision to enter into this Agreement. Nothing contained in this Agreement shall be deemed to vest in the Parent and Companies any direct
or indirect ownership or incidence of ownership of or with respect to any Shares.


 


(m) Further Assurances.
From time to time, at another party’s request and without further consideration, each party shall execute and deliver such additional
documents and take all such further action as may be reasonably necessary or desirable to consummate the transactions contemplated by
this Agreement.


 






     


     


    

 


(n) Entire Agreement.
This Agreement (together with the Merger Agreement and the Ancillary Documents to the extent referred to herein) constitutes the full
and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement
relating to the subject matter hereof existing between the parties is expressly cancelled; provided, that, for the avoidance
of doubt, the foregoing shall not affect the rights and obligations of the parties under the Merger Agreement or any Ancillary Document.
Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies of the Parent or any of the obligations
of each Holder under any other agreement between such Holder and the Parent or any certificate or instrument executed by such Holder in
favor of the Parent, and nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies of the Parent
or any of the obligations of such Holder under this Agreement.


 


(o) Counterparts; Facsimile.
This Agreement may also be executed and delivered by facsimile or electronic signature or by email in portable document format in two
or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 


 


 


[Remainder of Page Intentionally Left Blank;
Signature Page Follows]


 









     


     


    

 





IN WITNESS WHEREOF,
the parties have executed this Voting Agreement as of the date first written above.


 


	 	The Parent:	 
	 	 	 
	 	FORTUNE RISE ACQUISITION CORPORATION	 
	 	 	 	 
	 	By:	/s/ Yuanmei Ma	 
	 	Name: 	Yuanmei Ma	 
	 	Title:	Chief Financial Officer	 
	 	 	 	 
	 	The Companies:	 
	 	 	 
	 	VCV POWER SIGMA, INC.	 
	 	 	 	 
	 	By:	 /s/ Yuan (Jerry) Tang	 
	 	Name: 	 Yuan (Jerry) Tang	 
	 	Title:	Chief Executive Officer	 
	 	 	 	 
	 	VCV POWER GAMMA, INC.	 
	 	 	 	 
	 	By:	 /s/ Yuan (Jerry) Tang	 
	 	Name: 	Yuan (Jerry) Tang	 
	 	Title:	Chief Executive Officer	 
	 	 	 	 








 









    [Signature Page to Voting Agreement]


     


    




 


 


	The Holder:	 
	 	 
	FORTUNE RISE SPONSOR LLC	 
	 	 	 
	By:	 /s/ Koon Keung Chan	 
	Name: Koon Keung Chan	 
	Title: Managing Member	 


 


Number and Type of Shares:


 


	Shares of Parent Common Stock:	
    (i) 505,500 shares of Class A common stock, par
    value $0.0001 per share; and

    (ii)2,000,000 shares of Class B common per share,
    par value $0.0001 per share



 


	Options and Warrants:	N/A	 


 


Address for Notice:


 


	Address:	 48 Bridge Street, Building A	 
	 	 	 
	 	 Metuchen, New Jersey	 
	 	 	 
	 	 	 
	 	 	 
	Telephone No.:	 

                                                9496685613
	 
	 	 	 
	Email:	 link_investment@aliyun.com	 





 









    [Signature Page to Voting Agreement]


     


    








 


	The Holder:	 
	 	 
	US Tiger Securities, Inc. 	 
	 	 	 
	By:	 /s/ Xuedong Tian       	 
	Name: Xuedong Tian	 
	Title: Head of ECM	 


 


Number and Type of Shares:


 


	Shares of Parent Common Stock:	
    (i) 80,000 shares of Class A common stock, par
    value $0.0001 per share; and

    (ii)122,000 shares of Class B common per share,
    par value $0.0001 per share



 


	Options and Warrants:	N/A	 


 


Address for Notice:


 


	Address:	 437 Madison Avenue	 
	 	 	 
	 	 27th Floor	 
	 	 	 
	 	 New York, NY 10022	 
	 	 	 
	Telephone No.:	 	 
	 	 	 
	Email:	 	 


 


 









    [Signature Page to Voting Agreement]


     


    








 


	The Holder:	 
	 	 
	EF Hutton Group, Division of Benchmark Investments, LLC 	 
	 	 	 
	By:	 /s/ Joseph T. Rallo      	 
	Name: Joseph T. Rallo	 
	Title: Chief Executive Officer	 


 


Number and Type of Shares:


 


	Shares of Parent Common Stock:	80,000 shares of Class A common stock, par value $0.0001 per share


 


	Options and Warrants:	N/A	 


 


Address for Notice:


 


	Address:	 590 Madison Avenue	 
	 	 	 
	 	 39th Floor	 
	 	 	 
	 	 New York, NY 10022	 
	 	 	 
	Telephone No.:	 

                                                (212) 970-5170
	 
	 	 	 
	Email:	 jrallo@efhuttongroup.com      	 


 


















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	The Holder:	 
	 	 	 
	/s/ Yuanmei Ma	 	 
	Yuanmei Ma	 
	 	 	 	 





Number and Type of Shares:


 


	Shares of Parent Common Stock:	122,000 shares of Class B common per share, par value $0.0001 per share


 


	Options and Warrants:	N/A	 


 


Address for Notice:


 


	Address:	 727 Cypress Hills Dr.	 
	 	 	 
	 	 Encinitas	 
	 	 	 
	 	 CA  92024	 
	 	 	 
	Telephone No.:	 

                                                909-214-2482
	 
	 	 	 
	Email:	 sunnymei2005@gmail.com 	 





 





















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	The Holder:	 
	 	 	 
	/s/ Lei Xu	 	 
	Lei Xu	 
	 	 	 	 





Number and Type of Shares:


 


	Shares of Parent Common Stock:	138,000 shares of Class B common per share, par value $0.0001 per share


 


	Options and Warrants:	N/A	 


 


Address for Notice:


 


	Address:	  1818 Linda Vista Cir	 
	 	 	 
	 	  Fullerton	 
	 	 	 
	 	  CA  92831	 
	 	 	 
	Telephone No.:	 

                                                1 (714) 497-0126
	 
	 	 	 
	Email:	 Leixu26@gmail.com	 


 



























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	The Holder:	 
	 	 	 
	/s/ David Xianglin Li 	 	 
	David Xianglin Li	 
	 	 	 	 





Number and Type of Shares:


 


	Shares of Parent Common Stock:	20,000 shares of Class B common per share, par value $0.0001 per share


 


	Options and Warrants:	N/A	 


 


Address for Notice:


 


	Address:	  23 W 116th Street, Apt. 9A	 
	 	 	 
	 	 	 
	 	 	 
	 	 New York, NY  10026	 
	 	 	 
	Telephone No.:	 

                                                7187108321
	 
	 	 	 
	Email:	 davidxli@yahoo.com	 


 

































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    The Holder:

     
	 
	/s/ Michael Davidov	 	 
	Michael Davidov  	 
	 	 	 	 





Number and Type of Shares:


 


	Shares of Parent Common Stock:	20,000 shares of Class B common per share, par value $0.0001 per share


 


	Options and Warrants:	N/A	 


 


Address for Notice:


 


	Address:	
     48 Bridge Street

     Building A
	 
	 	 	 
	 	 Metuchen	 
	 	 	 
	 	 NJ  08840	 
	 	 	 
	Telephone No.:	 

                                                917-825-7577
	 
	 	 	 
	Email:	 michaeldavidov@gmail.com	 


 
























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    The Holder:

     
	 
	/s/ Norman C. Kristoff  	 	 
	Norman C. Kristoff  	 
	 	 	 	 





Number and Type of Shares:


 


	Shares of Parent Common Stock:	20,000 shares of Class B common per share, par value $0.0001 per share


 


	Options and Warrants:	N/A	 


 


Address for Notice:


 


	Address:	
     9 Mountain View Court

     Keene, NH 03430
	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Telephone No.:	 

                                                603-352-1003
	 
	 	 	 
	Email:	 nckristoff@gmail.com	 


 





















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	The Holder:	 
	 	 	 
	/s/ Christy Szeto	 	 
	Christy Szeto  	 
	 	 	 	 





Number and Type of Shares:


 


	Shares of Parent Common Stock:	1,750 shares of Class B common per share, par value $0.0001 per share


 


	Options and Warrants:	N/A	 


 


Address for Notice:


 


	Address:	
     FLAT C 9/F BLK 14,

    PRISTINE VILLA, 18 PAK I0
	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Telephone No.: 	 +852 96762558	 
	 	 	 
	Email:	 klchristy@hotmail.com	 


  





















    [Signature Page to Voting Agreement]