REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 18th, 2020 • Yunhong International • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 12, 2020, is made and entered into by and among Yunhong International, a Cayman Islands exempted company (the “Company”), LF International Pte. Ltd., a Republic of Singapore company (the “Sponsor”) and each additional undersigned party listed on the signature page hereto, if any (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
6,000,000 Units Yunhong International UNDERWRITING AGREEMENTUnderwriting Agreement • February 18th, 2020 • Yunhong International • Blank checks • New York
The undersigned, Yunhong International, a Cayman Islands exempted company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, 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:
China Yunhong Holdings Ltd. Wuchang District, Wuhan 430061 – ChinaSecurities Subscription Agreement • June 28th, 2019 • China Yunhong Holdings LTD • New York
China Yunhong Holdings Ltd., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer LF International Pte. Ltd., an entity organized under the law of the Republic of Singapore (the “Subscriber” or “you”) has made to purchase 1,437,500 of the Company’s ordinary shares (the “Shares”), $0.0001 par value per share (the “Ordinary Shares”), up to 187,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
WARRANT AGREEMENT between YUNHONG INTERNATIONAL and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCWarrant Agreement • February 18th, 2020 • Yunhong International • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 12, 2020, is by and between Yunhong International, a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 18th, 2020 • Yunhong International • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 12, 2020 by and between Yunhong International, a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
FORM OF INDEMNITY AGREEMENTIndemnification & Liability • December 24th, 2019 • Yunhong International • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [●], 2019 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
RIGHTS AGREEMENTRights Agreement • February 18th, 2020 • Yunhong International • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of February 12, 2020 between Yunhong International, a Cayman Islands company with offices at 4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China 430061 (the “Company”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (“Rights Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • February 18th, 2020 • Yunhong International • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this February 12, 2020, by and between Yunhong International, a Cayman Islands exempted company (the “Company”), having its principal place of business at 4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan City, Hubei Province, People’s Republic of China 430061, and LF International Pte. Ltd., a Republic of Singapore company (the “Purchaser”).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • May 20th, 2021 • Yunhong International • Blank checks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of [●] by, the undersigned, [_________________] (the “Subject Party”), in favor of and for the benefit of Yunhong International, a Cayman Islands exempted company, which will be known after the consummation of the transactions contemplated by the Share Exchange Agreement (as defined below) as “Giga Energy Ltd.” (including any successor entity thereto, “Purchaser”), Giga Energy Inc., a corporation formed under the laws of British Columbia, Canada (the “Company”), and each of Purchaser’s (as of after the Closing (as defined in the Share Exchange Agreement)) and/or the Company’s respective Affiliates, successors and direct and indirect Subsidiaries (collectively with Purchaser and the Company, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Share Exchange Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 20th, 2021 • Yunhong International • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [_____], 2021, by and among (i) Yunhong International, a Cayman Islands exempted company, which will be known after the consummation of the transactions contemplated by the Share Exchange Agreement (as defined below) as “Giga Energy Ltd.” (including any successor entity thereto, “Purchaser”), (ii) LF International Pte. Ltd., a Republic of Singapore company, in the capacity under the Share Exchange Agreement as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”), and (iii) the undersigned parties listed as Investors on Exhibit A hereto (each, an “Investor” and collectively, the “Investors”).
Yunhong International Wuchang District, Wuhan, China, 430061 Re: Initial Public Offering Gentlemen:Underwriting Agreement • February 18th, 2020 • Yunhong International • Blank checks • New York
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 among Yunhong International, a Cayman Islands exempted company (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 6,000,000 of the Company’s units (including up to 900,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.001 per share (the “Ordinary Shares”), one-half of one redeemable warrant and one right. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. Each right (each, a “Right”) entitles the holder thereof to receiv
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • May 20th, 2021 • Yunhong International • Blank checks • New York
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • May 20th, 2021 • Yunhong International • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [_____________], 2021 by and among Yunhong International, a Cayman Islands exempted company, which will be known after the consummation of the transactions contemplated by the Share Exchange Agreement (as defined below) as “Giga Energy Ltd.” (including any successor entity thereto, “Purchaser”); (ii) LF International Pte. Ltd., a Republic of Singapore company, in the capacity under the Share Exchange Agreement as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Share Exchange Agreement.
YUNHONG INTERNATIONALAdministrative Services Agreement • December 24th, 2019 • Yunhong International • Blank checks • New York
YUNHONG INTERNATIONALAdministrative Services Agreement • February 18th, 2020 • Yunhong International • Blank checks • New York
ASSIGNMENT AGREEMENTAssignment Agreement • April 20th, 2020 • Yunhong International • Blank checks • New York
THIS ASSIGNMENT AGREEMENT (this “Assignment Agreement”) is made and entered into as of April 15, 2020 by Yunhong International, a Cayman Islands exempted company (the “Company”), LF International Pte. Ltd., a Cayman Islands exempted company (the “Sponsor”), and Shanghai Huan Tai Financial Advisory Co., Ltd., a Chinese limited liability company (“Huan Tai”). Reference is hereby made to that Administrative Services Agreement, dated as of February 12, 2020 (as it may be amended from time to time, including by this Assignment Agreement, the “Administrative Services Agreement”), by and between the Company and the Sponsor. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Administrative Services Agreement.
