LIMITED GUARANTEELimited Guarantee • November 27th, 2023 • Huang Jianjun • Services-prepackaged software • New York
This Limited Guarantee (this “Limited Guarantee”), dated as of November 24, 2023, is made by Rise Chain Investment Limited, a company incorporated under the Laws of the British Virgin Islands (the “Guarantor”) and wholly owned by Mr. Huang Jianjun, in favor of iClick Interactive Asia Group Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”). Unless otherwise indicated, capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to them in the Merger Agreement (as defined below). This Limited Guarantee is being delivered to the Guaranteed Party concurrently with the execution and delivery of the Merger Agreement.
CONSORTIUM AGREEMENTConsortium Agreement • December 22nd, 2022 • Huang Jianjun • Services-prepackaged software • Hong Kong
THIS CONSORTIUM AGREEMENT is made as of December 20, 2022 (this “Agreement”), by and among (a) Mr. Jian Tang (the “Chairman”), (b) Igomax Inc., a British Virgin Islands company wholly owned by the Chairman (“Igomax”), (c) Mr. Wing Hong Sammy Hsieh (the “Co-Founder”, together with the Chairman, the “Founders”), (d) Bubinga Holdings Limited, a British Virgin Islands company wholly owned by the Co-Founder (“Bubinga”, together with the Chairman, Igomax and the Co-Founder, the “Founder Parties”), (e) Rise Chain Investment Limited, a British Virgin Islands company wholly owned by Mr. Huang Jianjun (the “Sponsor”), and (f) Mr. Huang Jianjun (“Huang”, together with the Sponsor, the “Sponsor Parties”). Each of the Founder Parties and the Sponsor Parties is referred to herein as a “Party”, and collectively, the “Parties”. Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in Section 10.1 (Definitions) hereof.
JOINT FILING AGREEMENTJoint Filing Agreement • May 6th, 2020 • Huang Jianjun • Services-prepackaged software
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value of $0.001 per share, of iClick Interactive Asia Group Limited, a Cayman Islands exempted company, and that this Agreement may be included as an exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
AGREEMENT OF JOINT FILINGAgreement of Joint Filing • December 22nd, 2022 • Huang Jianjun • Services-prepackaged software
The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
TSH MERGER SUB LIMITED as Original Borrower and NEW AGE SP II as Original Lender US$20,000,000 Facility aGREEMENTTSH Merger Sub • November 27th, 2023 • Huang Jianjun • Services-prepackaged software • New York
SUPPORT AGREEMENTSupport Agreement • November 27th, 2023 • Huang Jianjun • Services-prepackaged software • New York
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • November 27th, 2023 • Huang Jianjun • Services-prepackaged software • Hong Kong
This Interim Investors Agreement (the “Agreement”) is made as of November 24, 2023, by and among (i) Jian Tang (the “Chairman”), (ii) Igomax Inc., a British Virgin Islands company wholly owned by the Chairman (“Igomax”), (iii) Wing Hong Sammy Hsieh (the “Co-Founder,” and together with the Chairman, the “Founders”), (iv) Bubinga Holdings Limited, a British Virgin Islands company wholly owned by the Co-Founder (“Bubinga,” and together with the Chairman, Igomax and the Co-Founder, the “Founder Parties”), (v) Huang Jianjun, (vi) Rise Chain Investment Limited, a British Virgin Islands company wholly owned by Huang Jianjun (“Rise Chain”, together with Huang Jianjun, the “Sponsor Parties,” (vii) TSH Investment Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”) and (viii) TSH Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Paren
