INDEX OF ANNEXES AND EXHIBITS. Annex Description Annex I List of Sellers Exhibit Description Exhibit A Form of Lock-Up Agreement Exhibit B Form of Non-Competition Agreement Exhibit C Form of Sponsor Support Agreement Exhibit D Form of Insider Letter Amendment BUSINESS COMBINATION AGREEMENT This Business Combination Agreement (this “Agreement”) is made and entered into as of December 5, 2022 by and among (i) EDOC Acquisition Corp., a Cayman Islands exempted company (together with its successors, “Purchaser”), (ii) American Physicians LLC, a Delaware limited liability company, in the capacity as the representative from and after the Closing (as defined below) for the shareholders of Purchaser and Pubco (as defined below) (other than the Sellers (as defined below)) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iii) Australian Oilseeds Holdings Limited, upon execution of a joinder agreement to become party to this Agreement (a “Joinder”), a to-be-formed Cayman Islands exempted company (“Pubco”), (iv) AOI Merger Sub, upon execution of a Joinder, a to-be-formed Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Merger Sub”), (v) Australian Oilseeds Investments Pty Ltd., an Australian proprietary company (the “Company”), (vi) Xxxx Xxxxxx, in his capacity as the representative for the Sellers in accordance with the terms and conditions of this Agreement (the “Seller Representative”) and (vii) each of the holders of the Company’s outstanding capital shares named on Annex I hereto (the “Primary Sellers”), as amended from time to time to include subsequent parties that execute and deliver to Purchaser, Pubco and the Company a Joinder (the “Joining Sellers”), and the holders of the Company’s outstanding capital shares who are bound by the provisions of this Agreement pursuant the drag-along rights set forth in the Company’s memorandum and articles of association (the “Drag-Along Sellers”, and collectively with the Joining Sellers, the “Sellers”). Purchaser, the Purchaser Representative, Pubco (upon execution of a Xxxxxxx), Xxxxxx Sub (upon execution of a Joinder), the Company, the Seller Representative and the Sellers are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
INDEX OF ANNEXES AND EXHIBITS. Annex Description Annex I List of Sellers Exhibit Description Exhibit A Form of Non-Competition Agreement Exhibit B Form of Lock-Up Agreement SHARE PURCHASE AGREEMENT This Share Purchase Agreement (this “Agreement”) is made and entered into as of March 14, 2022 by and among (i) MingZhu Logistics Holdings Limited, a Cayman Islands exempted company (the “Purchaser”), and (ii) YINHUA (BVI) LIMITED, a British Virgin Islands company (the “Company”) and (iii) each of the shareholders of the Company (collectively, the “Sellers”). The Purchaser, the Company and the Sellers are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms, unless otherwise defined, shall have the meanings ascribed to such terms in Article XII hereof.
INDEX OF ANNEXES AND EXHIBITS. Exhibit Description Exhibit A Form of Lock-Up Agreement Exhibit B Form of Amended and Restated Registration Rights Agreement Exhibit C Form of Purchaser Certificate of Incorporation Exhibit D Form of Purchaser Bylaws Exhibit E Form of Sponsor Support Agreement BUSINESS COMBINATION AGREEMENT This Business Combination Agreement (this “Agreement”) is made and entered into as of June 28, 2024 by and among (i) AI Transportation Acquisition Corp., a Cayman Islands exempted company (together with its successors, “Purchaser”), (ii) Electrified Materials Corporation, a Delaware corporation (“Pubco”), (iii) AITR Merger Sub 1 Corp, a Delaware corporation and a wholly-owned subsidiary of Pubco (“Merger Sub 1”), (iv) AITR Merger Sub 2 Corp, a Delaware corporation and a wholly-owned subsidiary of Pubco (“Merger Sub 2”), and (v) American Metals LLC, an Indiana limited liability company (the “Company.) Purchaser, Pubco, Merger Sub 1, Merger Sub 2 and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
INDEX OF ANNEXES AND EXHIBITS. Exhibit Description Exhibit A Form of Lock-Up Agreement Exhibit B Form of Support Agreement Exhibit C Form of Non-Competition Agreement BUSINESS COMBINATION AGREEMENT This Business Combination Agreement (this “Agreement”) is made and entered into as of May 17, 2024 by and among: (i) Distoken Acquisition Corporation, a Cayman Islands exempted company with incorporation number 363925 (the “Purchaser”), (ii) Xiaosen Sponsor LLC, a Cayman Islands limited liability company with registration number 3127, for the limited purpose of certain undertakings hereunder (the “Sponsor”), (iii) Youlife Group Inc., a Cayman Islands exempted company with registration number 408752 (“Pubco”), (iv) Youlife I Limited, a Cayman Islands exempted company with registration number 408168 and a wholly-owned subsidiary of Pubco (“First Merger Sub”); (v) Youlife II Limited, a Cayman Islands exempted company with registration number 408169 and a wholly-owned subsidiary of Pubco (“Second Merger Sub”), and (vi) Youlife International Holdings Inc., a Cayman Islands exempted company with registration number 348890 (the “Company”). Purchaser, Sponsor, Pubco, First Merger Sub, Second Merger Sub, and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
INDEX OF ANNEXES AND EXHIBITS. Exhibit Description Exhibit A Form of New Registration Rights Agreement AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT This Amended and Restated Business Combination Agreement (this “Agreement”) is made and entered into as of August 3, 2023 by and among (i) ClimateRock, a Cayman Islands exempted company (together with its successors, the “Purchaser”), (ii) ClimateRock Holdings Limited, a Cayman Islands exempted company (“Pubco”), (iii) ClimateRock Merger Sub Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Merger Sub”), and (iv) E.E.W. ECO ENERGY WORLD LIMITED, a company formed under the laws of England and Wales (the “Company”). Purchaser, Pubco, Merger Sub, and the Company, are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
INDEX OF ANNEXES AND EXHIBITS. Annex Description Annex I List of Sellers Exhibit Description Exhibit A Form of Lock-Up Agreement Exhibit B Form of Non-Competition Agreement Exhibit C Form of Amended Pubco Charter Exhibit D Form of Founder Registration Rights Agreement Amendment Exhibit E Form of Seller Registration Rights Agreement Exhibit F Sample Net Working Capital Calculation Exhibit G Form of Employment Agreement
INDEX OF ANNEXES AND EXHIBITS. Annex Description Annex I List of Sellers Exhibit Description Exhibit A Form of Non-Competition Agreement Exhibit B Form of Lock-Up Agreement Exhibit C Form of Registration Rights Agreement SHARE EXCHANGE AGREEMENT This Share Exchange Agreement (this “Agreement”) is made and entered into as of August 28, 2017 by and among: (i) JM Global Holding Company, a Delaware corporation (the “Purchaser”); (ii) Xxxxx Xxx Holding Limited, a Republic of Seychelles registered company, in the capacity as the representative from and after the Closing (as defined below) for the shareholders of the Purchaser other than the Sellers and their successors and assigns in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”); (iii) China Sunlong Environmental Technology, Inc., a Cayman Islands business company with limited liability (the “Company”); (iv) each of the shareholders of the Company named on Annex I hereto (collectively, the “Sellers”); and (v) Chuanliu Ni, a Chinese citizen who is the Chief Executive Officer and director of the Company, in the capacity as the representative for the Sellers in accordance with the terms and conditions of this Agreement (the “Seller Representative”). The Purchaser, Purchaser Representative, the Company, the Sellers and the Seller Representative are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
INDEX OF ANNEXES AND EXHIBITS. Annex Description Annex I List of ParagonEx Executing Shareholders Annex II List of Tender Offer Conditions Exhibit Description Exhibit A Form of Lock-Up Agreement Exhibit B Form of Voting Agreement Exhibit C BVI Pubco Organizational Documents (BVI) Exhibit D Form of Yorkville Warrant Exhibit E Termination Fee Escrow Agreement ACQUISITION AGREEMENT This ACQUISITION AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2018 by and among (i) MICT, Inc., a Delaware corporation (together with its successors, “MICT”), (ii) Global Fintech Holdings Ltd., a British Virgin Islands corporation (“BVI Pubco”), (iii) GFH Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of BVI Pubco (“Merger Sub”) (iv) BNN Technology PLC, a United Kingdom private limited company (“BNN”), (v) Brookfield Interactive (Hong Kong) Limited, a Hong Kong company, and a subsidiary of BNN (“BI China”), (vi) the shareholders of BI China signatory hereto (together with BNN, the “BI China Sellers”),(vii) ParagonEx LTD, a British Virgin Islands company (“ParagonEx”), (viii) the holders of ParagonEx’s outstanding ordinary shares named on Annex I hereto (collectively, the “ParagonEx Executing Shareholders”) and the 102 Trustee as registered holder on behalf of all ParagonEx Executing Shareholders who are beneficial owners of 102 Shares (collectively representing not less than 75% of the ParagonEx equity securities outstanding on a fully diluted basis) and (ix) Xxxx Xxxxxxxxxx, in the capacity as the representative for the ParagonEx Sellers (as defined below) in accordance with the terms and conditions of this Agreement (the “ParagonEx Seller Representative”). MICT, BVI Pubco, Merger Sub, BNN, BI China, the BI China Sellers, ParagonEx, the ParagonEx Sellers and the ParagonEx Seller Representative are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
INDEX OF ANNEXES AND EXHIBITS. Annex Description Annex I List of Sellers Exhibit Description Exhibit A Form of Escrow Agreement Exhibit B Form of Non-Competition Agreement Exhibit C Form of Lock-Up Agreement Exhibit D Amended and Restated Memorandum and Articles of Association SHARE EXCHANGE AGREEMENT This Share Exchange Agreement (this “Agreement”) is made and entered into as of July 19, 2017 by and among (i) Ossen Innovation Co., Ltd., a business company incorporated under the laws of the British Virgin Islands with limited liability (the “Purchaser”), (ii) Wxx Xxx, an individual residing in the People’s Republic of China, in the capacity as the representative from and after the Closing (as defined below) for the shareholders of the Purchaser as of immediately prior to the Closing in accordance with the terms and conditions of this Agreement (the “OSN Representative”), (iii) Fascinating Acme Development Limited, a British Virgin Islands company, in the capacity as representative of the OSN Management Indemnifying Parties in accordance with the terms and conditions of this Agreement (“FADL”), (iv) America-Asia Diabetes Research Foundation, a California corporation (the “Company”), (v) each of the shareholders of the Company named on Annex I hereto (collectively, the “Sellers”) and (vi) Hxxxxx Gang Hao, an individual residing in California, in the capacity as the representative for the Sellers in accordance with the terms and conditions of this Agreement (the “Seller Representative” and together with FADL, the “Indemnifying Representatives”). The Purchaser, OSN Representative, FADL, the Company, the Sellers and the Seller Representative are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
