Share Allocation and Transfer Clause Samples

Share Allocation and Transfer. As you know, 8888 Acquisition Corporation, a Nevada corporation (the “Company”), ▇▇▇▇▇ ▇▇▇▇▇ Shoes Industry Company Limited, a Hong Kong corporation (“▇▇▇▇▇ ▇▇▇▇▇”), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (“▇▇. ▇▇▇▇▇▇”), River Tyne Ventures Inc. (“River Tyne”), ▇▇▇▇ ▇▇▇▇ Capital Resource Limited (“▇▇▇▇ ▇▇▇▇”), ▇▇▇▇ ▇▇▇ Investment Holdings Limited (“Kang Shi”, together with ▇▇. ▇▇▇▇▇▇, River Tyne and ▇▇▇▇ ▇▇▇▇, the “Transferors”) and other shareholders of ▇▇▇▇▇ ▇▇▇▇▇ (together with the Transferors, the “▇▇▇▇▇ ▇▇▇▇▇’▇ Shareholders”) are parties to a certain share exchange agreement, dated of even date herewith (the “Share Exchange Agreement”), pursuant to which the Company acquired 100% of the issued and outstanding capital stock of ▇▇▇▇▇ ▇▇▇▇▇ and its operating subsidiary from ▇▇▇▇▇ ▇▇▇▇▇’▇ Shareholders, in exchange for the issuance to ▇▇▇▇▇ ▇▇▇▇▇’▇ Shareholders an aggregate of 31,059,267 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), constituting 98.85% of the Company’s issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the transactions contemplated by the Share Exchange Agreement (“the “Transactions”). ▇▇. ▇▇▇▇▇▇, River Tyne, ▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ ▇▇▇ are entitled to 25,095,888, 1,087,074, 1,087,074 and 710,015 shares of the Common Stock under the Share Exchange Agreement, respectively. Subject to the terms and conditions of this letter agreement (the “Agreement”), and upon the consummation of the Transactions, the Transferors desire to transfer and assign to each of the persons listed on Schedule 1 hereof (the “Transferees”), an aggregate of 1,981,963 shares of Common Stock from the shares issuable to the Transferors under the Share Exchange Agreement, as consideration for services provided by the Transferees to the Company and/or its subsidiaries in connection with the consummation of the Transactions. Any capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Share Exchange Agreement.