10,000,000 Units Alberton Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • October 17th, 2018 • Alberton Acquisition Corp • Blank checks • New York
The undersigned, Alberton Acquisition Corporation, a British Virgin Islands company (“Company”), hereby confirms its agreement with Chardan Capital Markets LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 29th, 2018 • Alberton Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 23rd day of October, 2018, by and among Alberton Acquisition Corporation, a British Virgin Islands company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
10,000,000 Units Alberton Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • October 29th, 2018 • Alberton Acquisition Corp • Blank checks • New York
The undersigned, Alberton Acquisition Corporation, a British Virgin Islands company (“Company”), hereby confirms its agreement with Chardan Capital Markets LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
RIGHTS AGREEMENTRights Agreement • October 29th, 2018 • Alberton Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of October 23, 2018 between Alberton Acquisition Corporation, a British Virgin Islands corporation, with offices at Room 1001, 10/F, Capital Center, 151 Gloucester Road, Wanchai, Hong Kong (the “Company”), and Continental Stock Transfer& Trust Company, a New York limited liability trust company, with offices at 1 State Street Plaza, New York, New York 10004 (the “Right Agent”).
October 23, 2018Underwriting Agreement • October 29th, 2018 • Alberton Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Alberton Acquisition Corporation, a British Virgin Islands company (the “Company”), and Chardan Capital Markets LLC, representative of the underwriters (the “Representative”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, no par value per share (the “Ordinary Shares”), one redeemable warrant entitling its holder to purchase one-half (1/2) of one Ordinary Share (the “Warrants”), and one right entitling its holder to receive one-tenth (1/10) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 15 hereof.
WARRANT AGREEMENTWarrant Agreement • October 29th, 2018 • Alberton Acquisition Corp • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of October 23, 2018, by and between Alberton Acquisition Corporation, a British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
VOTING AGREEMENTVoting Agreement • October 28th, 2020 • Alberton Acquisition Corp • Blank checks • New York
This Voting Agreement (this “Agreement”) is made as of October , 2020, by and among (i) Alberton Acquisition Corp., a British Virgin Island corporation (the “Purchaser”), (ii) SolarMax Technology, Inc., a Nevada corporation (the “Company”), and (iii) the undersigned stockholder (“Holder”) of the Company. 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.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 28th, 2020 • Alberton Acquisition Corp • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into October 27, 2020, by and among (i) Alberton Acquisition Corporation, a British Virgin Island corporation (together with its successors, including, following its continuation as a Nevada corporation after the Domestication (as defined below) after the Domestication (as defined below), the “Purchaser”), (ii) Alberton Merger Subsidiary Inc., a Nevada corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), and (iii) SolarMax Technology, Inc., a Nevada corporation (the “Company”). The Purchaser, Merger Sub, and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 23rd, 2018 • Alberton Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of October [_____], 2018 (“Agreement”), by and among ALBERTON ACQUISITION CORPORATION, a British Virgin Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited liability trust company (the “Escrow Agent”).
AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 30th, 2020 • Alberton Acquisition Corp • Blank checks • New York
This Amendment No. 2 (this “Amendment”) to the Investment Management Trust Agreement is made as of October 26, 2020 by and between Alberton Acquisition Corporation, a British Virgin Islands Company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 29th, 2018 • Alberton Acquisition Corp • Blank checks • New York
This Agreement is made as of October 23, 2018 by and between Alberton Acquisition Corporation, a British Virgin Islands Company (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
BACKSTOP AGREEMENTBackstop Agreement • October 7th, 2021 • Alberton Acquisition Corp • Construction - special trade contractors • New York
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”).
AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (Agreement for Private Placement of Units)Subscription Agreement • October 29th, 2018 • Alberton Acquisition Corp • Blank checks
Alberton Acquisition Corporation (the “Company”) is a British Virgin Island corporation formed as a special purpose acquisition company (a “SPAC”) to acquire one or more businesses or entities (a “Business Combination”).
Alberton Acquisition Corporation Room 1001, 10/F, Capital Center Wanchai, Hong Kong Chardan Capital Markets LLC New York, NY 10004Underwriting Agreement • October 23rd, 2018 • Alberton Acquisition Corp • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Alberton Acquisition Corporation, a British Virgin Islands company (the “Company”), and Chardan Capital Markets LLC, representative of the underwriters (the “Representative”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, no par value per share (the “Ordinary Shares”), one redeemable warrant entitling its holder to purchase one-half (1/2) of one Ordinary Share (the “Warrants”), and one right entitling its holder to receive one-tenth (1/10) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 15 hereof.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • December 30th, 2020 • Alberton Acquisition Corp • Blank checks • Nevada
THIS SEPARATION AND RELEASE AGREEMENT (this “Agreement”) dated October 1, 2020, by and between SolarMax Technology, Inc., a Nevada corporation (the “Company”), and Ching Liu (“Liu,” and, together with the Company, the “Parties” and each, a “Party”).
AGREEMENTPromissory Note • August 13th, 2021 • Alberton Acquisition Corp • Construction - special trade contractors • New York
THIS AGREEMENT (this “Agreement”) is dated as of August 11, 2021 (the “Effective Date”) by and between Qingdao Zhongxin Huirong Distressed Asset Disposal Co., Ltd. a PRC company based in Qingdao, China (“AMC Sino”), and Alberton Acquisition Corporation, a British Virgin Islands Company (the “Company”). AMC Sino and Company are sometimes referred to collectively as the “Parties,” and each, individually, as a “Party.”
CITIKING INTERNATIONAL LIMITED CONNAUGHT RD. CENTRAL SHEUNG WAN, HONG KONGInvestor Relations Agreement • August 13th, 2021 • Alberton Acquisition Corp • Construction - special trade contractors • New York
This letter agreement (the “Agreement”) confirms and memorializes our understanding pursuant to which you agreed to retain Citiking International Limited, a corporation organized under the laws of Hong Kong (the “Advisor”) to render investor relations services to Alberton Acquisition Corp., a company incorporated under the laws of the Virgin Islands, or its successor upon and following the consummation of a business combination ( the “Company”), and to generally act as your investor relations consultant for the Asian market on the terms set forth below. The Advisor and the Company are collectively referred to as the “Parties” and each, individually, as a “Party”
THIRD AMENDMENTAgreement and Plan of Merger • August 13th, 2021 • Alberton Acquisition Corp • Construction - special trade contractors
Third Amendment dated August 11, 2021, to the Agreement and Plan of Merger dated October 27, 2020, by and among Alberton Acquisition Corporation, Alberton Merger Subsidiary, Inc. and SolarMax Technology, Inc. as amended by amendments dated November 10, 2020 and March 31, 2021, which agreement, as so amended being referred to as the “Merger Agreement.”
September __, 2018 Alberton Acquisition Corporation Room 1001, 10/F, Capital Center Wanchai, Hong Kong Chardan Capital Markets LLC New York, NY 10004Underwriting Agreement • September 17th, 2018 • Alberton Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Alberton Acquisition Corporation, a British Virgin Islands company (the “Company”), and Chardan Capital Markets LLC, representative of the underwriters (the “Representative”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, no par value per share (the “Ordinary Shares”) and one right entitling its holder to receive one-tenth (1/10) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 15 hereof.
State Power Investment Corporation Guizhou Jinyuan Weining Energy Co., Ltd. Jiangsu Zhonghong Photovoltaic Electric Co., Ltd Jiangsu Hongzhihan New Energy Co. Ltd Qianxinan Zhonghong New Energy Co.,Ltd Southwest Guizhou Autonomous Prefecture Jinyuan...M&a (Cooperative Development) Agreement • December 30th, 2020 • Alberton Acquisition Corp • Blank checks
Domicile: Daqiaodi group, muke village, xinqiao town, anlong county, southwest buyi and miao autonomous prefecture, qiandanan, Guizhou province
SEPARATION AND SETTLEMENT AGREEMENTSeparation and Settlement Agreement • April 2nd, 2020 • Alberton Acquisition Corp • Blank checks • New York
WHEREAS, Bin Wang (hereinafter referred to as the “Executive”) and Alberton Acquisition Corporation (hereinafter referred to as the “Company”) and Hong Ye Hong Kong Shareholding Co., Ltd. (hereinafter referred to as the “Sponsor”) have agreed that Executive will resign, as Chief Executive Officer and Chairman of the Board of Company on the terms set forth in this Separation and Settlement Agreement and Releases (the “Agreement”) on March 30, 2020 (the “Termination Date”).
December 26, 2020 SolarMax Technology, Inc.Cash Payment Extension Agreement • December 30th, 2020 • Alberton Acquisition Corp • Blank checks
AGREEMENTNote Agreement • August 13th, 2021 • Alberton Acquisition Corp • Construction - special trade contractors • New York
THIS AGREEMENT (this “Agreement”) is dated as of August 11, 2021 (the “Effective Date”) by and between Global Nature Investment Holdings Limited, a company incorporated under the laws of the Cayman Islands (“Global Nature”), and Alberton Acquisition Corporation, a British Virgin Islands Company (the “Company”). Global Nature and Company are sometimes referred to collectively as the “Parties”, and each, individually, as a “Party.”
FOURTH AMENDMENTAgreement and Plan of Merger • September 14th, 2021 • Alberton Acquisition Corp • Construction - special trade contractors
Fourth Amendment dated September 10, 2021, to the Agreement and Plan of Merger dated October 27, 2020, by and among Alberton Acquisition Corporation, Alberton Merger Subsidiary, Inc. and SolarMax Technology, Inc. as amended by an amendments dated November 10, 2020, March 31, 2021 and August 11, 2021, which agreement, as so amended being referred to as the “Merger Agreement.”
AGREEMENTConvertible Promissory Note Agreement • December 30th, 2020 • Alberton Acquisition Corp • Blank checks • Nevada
AGREEMENT, dated the 7th day of August, 2020, by and among Xuehui Fu, (“Noteholder”), SolarMax Technology, Inc., a Nevada corporation (“SolarMax”), and Solarmax Renewable Energy Provider, Inc., a California corporation (“SREP,” and, together with Noteholder and SolarMax, the “Parties” and each, individually, a “Party”)
合同编号：SMX-JSZH-2020-055 Contract No.: SMX-JSZH-2020-055Agreement on the Transfer of 100% of the Equity Interests in Nanjing Zhaohewei New Energy Co., Ltd. • February 11th, 2021 • Alberton Acquisition Corp • Construction - special trade contractors
Xinren Almaden New Energy Co.Ltd 70% equity transfer agreement70% Equity Transfer Agreement • December 30th, 2020 • Alberton Acquisition Corp • Blank checks
To this end, in accordance with the provisions of the “Company Law of the People’s Republic of China”, “Contract Law of the People’s Republic of China” and other relevant laws and regulations, in accordance with the principles of equality, mutual benefit, and friendly negotiation, the transferor and the transferee have reached the following matters regarding the transfer of equity. Agreement to keep the same.
THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, FIVE YEARS FROM THE CLOSING DATE OF THE COMPANY’S INITIAL BUSINESS COMBINATION)Warrant Agreement • October 23rd, 2018 • Alberton Acquisition Corp • Blank checks • New York
THIS WARRANT CERTIFIES THAT, for value received _____________________, or registered agents, is the registered holder of a Warrant or Warrants (the “Warrant”), expiring on a date which is five (5) years from the closing of the initial business combination of the Company (as defined below), to purchase one-half (1/2) of one fully paid and non-assessable ordinary share (the “Warrant Shares”), no par value per share, of ALBERTON ACQUISITION CORPORATION, a British Virgin Islands company (the “Company”), for each Warrant evidenced by this Warrant Certificate. This Warrant Certificate is subject to and shall be interpreted under the terms and conditions of the Warrant Agreement (as defined below).
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 29th, 2018 • Alberton Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of October 23, 2018 (“Agreement”), by and among ALBERTON ACQUISITION CORPORATION, a British Virgin Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited liability trust company (the “Escrow Agent”).
TERMINATION AGREEMENTTermination Agreement • October 7th, 2021 • Alberton Acquisition Corp • Construction - special trade contractors • New York
This Termination Agreement is dated October 4, 2021 (the “Termination Agreement”), by and between Alberton Acquisition Corporation, a British Virgin Islands exempted company (the "Company”) and Grow California LLC (“Buyer”).
ALBERTON ACQUISITION CORPORATION Room 1001, 10/F, Capital Center Wanchai, Hong KongAdministrative Services Agreement • October 9th, 2018 • Alberton Acquisition Corp • Blank checks • New York
This letter agreement (this “Agreement”) by and between Alberton Acquisition Corporation (the “Company”) and Hong Ye Hong Kong Shareholding Co., Limited (the “Sponsor”), dated as of the date hereof, will memorialize and confirm our agreement that, commencing on August 1, 2018 (the “Effective Date”) and continuing until the earlier of the consummation by the Company of the initial business combination or the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (No. _______) filed by the Company with the U.S. Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
CONSULTING AGREEMENTConsulting Agreement • December 30th, 2020 • Alberton Acquisition Corp • Blank checks • Nevada
AGREEMENT dated as of the 1st day of October, 2020, by and among SolarMax Technology, Inc., a Nevada corporation with its principal office at 3080 12th Street, Riverside, California 92507 (the “Company”) and Ching Liu, an individual with an address at 2810 Steeplechase Lane, Diamond Bar, California 91765 (“Consultant”), each a “Party” and together the “Parties”.
Contract Number: State Power Investment Corporation Guizhou Jinyuan Weining Energy Co., Ltd. versus Jiangsu Hongci New Energy Co., Ltd. on Qianxi Nanzhou Yilong Zhonghong Green Energy Co., Ltd 70% equity transfer agreement ● Qianxi, Guizhou South70% Equity Transfer Agreement • December 30th, 2020 • Alberton Acquisition Corp • Blank checks
To this end, in accordance with the provisions of the “Company Law of the People’s Republic of China”, “Contract Law of the People’s Republic of China” and other relevant laws and regulations, in accordance with the principles of equality, mutual benefit, and friendly negotiation, the transferor and the transferee have reached the following matters regarding the transfer of equity. Agreement to keep the same.
Guizhou Qianxinan JinYuan new energy Co., Ltd (SPIC) Jiangsu Zhonghong photovoltaic engineering technology Co., Ltd (ZHPV) Nanjing zhaohewei new energy Co., Ltd (parent company of project company) Qianxinan Hongguan new energy Co., Ltd (project...Project Cooperation and Development Agreement • February 11th, 2021 • Alberton Acquisition Corp • Construction - special trade contractors
Company residence: Room 102, 2 building, Huijin Xintiandi Plaza, 11 Sheng Tai Road, Jiangning District, Nanjing (Jiangning Development Zone)
TERMINATION AGREEMENTTermination Agreement • October 7th, 2021 • Alberton Acquisition Corp • Construction - special trade contractors • New York
This Termination Agreement is dated October 4, 2021 (the “Termination Agreement”), by and between Alberton Acquisition Corporation, a British Virgin Islands exempted company (the "Company”) and Quest Mark No. 9 L.P. (“Buyer”).
