4,000,000 Units Ace Global Business Acquisition Limited UNDERWRITING AGREEMENTUnderwriting Agreement • April 9th, 2021 • Ace Global Business Acquisition LTD • Blank checks • New York
Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 4th floor New York, New York 10019 As Representative of the Underwriters named on Schedule A hereto
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 9th, 2021 • Ace Global Business Acquisition LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the April 5, 2021, by and among Ace Global Business Acquisition Limited, a British Virgin Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 9th, 2021 • Ace Global Business Acquisition LTD • Blank checks • New York
This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
Ace Global Business Acquisition Limited 6/F Unit B, Central 88, 88-98 Des Voeux Road Central, Hong Kong Ladenburg Thalmann & Co. Inc.Underwriting Agreement • April 9th, 2021 • Ace Global Business Acquisition LTD • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • April 9th, 2021 • Ace Global Business Acquisition LTD • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of April 5, 2021, by and Ace Global Business Acquisition Limited, a British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 12th, 2021 • Ace Global Business Acquisition LTD • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [*], 2021 (“Agreement”), by and among ACE GLOBAL BUSINESS ACQUISITION LIMITED, 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”).
BUSINESS COMBINATION AGREEMENT dated December 23, 2022 by and amongBusiness Combination Agreement • December 23rd, 2022 • Ace Global Business Acquisition LTD • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (the “Agreement”), dated as of December 23, 2022, by and among LE Worldwide Limited, a British Virgin Islands business company (the “Company”), and Ace Global Business Acquisition Limited, a British Virgin Islands business company (the “Parent”).
MUTUAL TERMINATION OF SHARE EXCHANGE AGREEMENTMutual Termination of Share Exchange Agreement • July 12th, 2022 • Ace Global Business Acquisition LTD • Retail-catalog & mail-order houses
This MUTUAL TERMINATION OF SHARE EXCHANGE AGREEMENT, dated as of July 11, 2022 (this “Agreement”), is entered into by and between DDC Enterprise Limited, a Cayman Islands company (the “Company”), and Ace Global Business Acquisition Limited, a British Virgin Islands company (“Ace” and together with the Company, the “Parties”).
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 8th, 2024 • Ace Global Business Acquisition LTD • Blank checks
This Amendment No. 3 (this “Amendment”), dated as of April 2, 2024, to the Investment Management Trust Agreement (as defined below) is made by and between Ace Global Business Acquisition Limited (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
Administration Service AgreementAdministration Service Agreement • March 12th, 2021 • Ace Global Business Acquisition LTD • Blank checks
This Administration Service Agreement (the “Agreement”) dated this 15th day of January, 2021 is between Ace Global Business Acquisition Limited, herein referred to as “Service Provider” and Ace Global Investment Limited, herein referred to as “Customer”.
JOINDER AGREEMENTJoinder Agreement • March 2nd, 2023 • Ace Global Business Acquisition LTD • Blank checks • Delaware
This JOINDER AGREEMENT, made and entered into as of March 2, 2023 (this “Joinder Agreement”), by and among Ace Global Business Acquisition Limited, a British Virgin Islands business company (“Parent”), LE Worldwide Limited, a British Virgin Islands business company (the “Company”), ACBA Merger Sub I Limited, a British Virgin Islands business company and wholly owned subsidiary of the Parent (“Purchaser”) and ACBA Merger Sub II Limited, a British Virgin Islands business company and wholly owned subsidiary of Purchaser (“Merger Sub”). Reference is made to that certain agreement and plan of merger (the “Merger Agreement”), dated as of December 23, 2022, entered into by and between Parent and the Company. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 9th, 2023 • Ace Global Business Acquisition LTD • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of January 5, 2023 to the Investment Management Trust Agreement (as defined below) is made by and between Ace Global Business Acquisition Limited (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
ContractPromissory Note • July 14th, 2023 • Ace Global Business Acquisition LTD • Blank checks
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 21st, 2023 • Ace Global Business Acquisition LTD • Blank checks
This Amendment No. 2 (this “Amendment”), dated as of September 19, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Ace Global Business Acquisition Limited (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
SHARE EXCHANGE AGREEMENT dated August 23, 2021 by and among DDC Enterprise Limited, a Cayman Islands company (the “Company”), Norma Chu Ka Yin, as the Shareholders’ Representative (the “Shareholders’ Representative”),Share Exchange Agreement • August 25th, 2021 • Ace Global Business Acquisition LTD • Blank checks • New York
This SHARE EXCHANGE AGREEMENT (the “Agreement”), dated as of August 23, 2021 (the “Signing Date”), by and among DDC Enterprise Limited, a Cayman Islands company (the “Company”), Norma Chu Ka Yin, an individual, as the representative (the “Shareholders’ Representative”) of the shareholders of the Company (each, a “Shareholder” and, collectively, the “Shareholders”), and Ace Global Business Acquisition Ltd, a British Virgin Islands company (the “Purchaser”).
Mutual Termination AgreementMutual Termination Agreement • May 24th, 2024 • Ace Global Business Acquisition LTD • Blank checks
This Mutual Termination Agreement (this “Agreement”) is entered into as of 24 May, 2024 (the “Effective Date”) by and among (i) Ace Global Business Acquisition Limited, a British Virgin Islands business company (“Parent”); (ii) ACBA Merger Sub I Limited, a British Virgin Islands business company and wholly owned subsidiary of Parent (“Purchaser”); (iii) ACBA Merger Sub II Limited, a British Virgin Islands business company and wholly owned subsidiary of Purchaser (“Merger Sub” and together with Parent and Purchaser, the “Purchaser Parties”); and (iv) LE Worldwide Limited, a British Virgin Islands business company (the “Company” and together with Parent, Purchaser and Merger Sub, the “Parties” and each, a “Party”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • April 9th, 2021 • Ace Global Business Acquisition LTD • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of April 5, 2021 (“Agreement”), by and among ACE GLOBAL BUSINESS ACQUISITION LIMITED, 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 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 22nd, 2023 • Ace Global Business Acquisition LTD • Blank checks
This Amendment No. 2 dated as of September 19, 2023 (the “Amendment No. 2”) is to amend the Agreement and Plan of Merger which was made and entered into as of December 23, 2022, was modified by a joinder agreement dated as of March 2, 2023, and was amended by an Amendment No.1 to Agreement and Plan of Merger dated as of July 6, 2023 (collectively, the “Merger Agreement”), by and among Ace Global Business Acquisition Limited, a British Virgin Islands business company (“Parent”), LE Worldwide Limited, a British Virgin Islands business company (the “Company”), ACBA Merger Sub I Limited, a British Virgin Islands business company and wholly owned subsidiary of the Parent (“Purchaser”), and ACBA Merger Sub II Limited, a British Virgin Islands business company and wholly owned subsidiary of Purchaser (“Merger Sub”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • August 25th, 2021 • Ace Global Business Acquisition LTD • Blank checks • New York
THIS SHAREHOLDER SUPPORT AGREEMENT, dated as of August 23, 2021 (the “Agreement”), by and between Ace Global Business Acquisition Ltd, a British Virgin Islands company (“Purchaser”), and the undersigned, the shareholders (the “Holders”) of DDC Enterprise Limited, a Cayman Islands company (the “Company”).
