REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 16th, 2022 • Hainan Manaslu Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 10, 2022, is made and entered into by and among Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company (the “Company”), Bright Winlong LLC (the “Sponsor”), and the undersigned parties listed on the signature page hereto (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 Hainan Manaslu Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • August 16th, 2022 • Hainan Manaslu Acquisition Corp. • Blank checks • New York
The undersigned, Hainan Manaslu Acquisition Corp., a Cayman Islands exempt company (“Company”), hereby confirms its agreement with Ladenburg Thalmann & Co. Inc. (hereinafter referred to as “you”, “Ladenburg”, 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:
Hainan Manaslu Acquisition Corp. B3406, 34F, West Tower, Block B Guori Building, 11 Guoxing Avenue Haikou, Hainan Province, PRCHainan Manaslu Acquisition Corp. • November 24th, 2021 • New York
This agreement (this “Agreement”) is entered into on September 28, 2021 by and between Bright Winlong LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 1,725,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 225,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
WARRANT AGREEMENTWarrant Agreement • August 16th, 2022 • Hainan Manaslu Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 10, 2022, is by and between Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • June 21st, 2022 • Hainan Manaslu Acquisition Corp. • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2022 among the Company, Indemnitee and the other parties thereto 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:
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • August 1st, 2022 • Hainan Manaslu Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company (the “Company”), Bright Winlong LLC (the “Sponsor”), and the undersigned parties listed on the signature page hereto (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”).
RIGHTS AGREEMENTRights Agreement • August 16th, 2022 • Hainan Manaslu Acquisition Corp. • Blank checks • New York
This Right Agreement (this “Agreement”) is made as of August 10, 2022 between Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purposes trust company, with offices at 1 State Street, New York, New York 10004 (“Rights Agent”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 1st, 2022 • Hainan Manaslu Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2022 by and between Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purposes trust company (the “Trustee”).
Hainan Manaslu Acquisition Corp. B3406, 34F, West Tower, Block B Guorui Building, 11 Guoxing Avenue Haikou, Hainan Province, PRC 570203Letter Agreement • August 1st, 2022 • Hainan Manaslu Acquisition Corp. • 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 between Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Ladenburg Thalmann & Co., Inc., 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 up to 6,900,000 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 ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one redeemable warrant, and one right to receive one-tenth of one Ordinary Share (the “Rights”). Each warrant (the “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustments as
FORM OF RIGHTS AGREEMENTForm of Rights Agreement • August 1st, 2022 • Hainan Manaslu Acquisition Corp. • Blank checks • New York
This Right Agreement (this “Agreement”) is made as of [•], 2022 between Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purposes trust company, with offices at 1 State Street, New York, New York 10004 (“Rights Agent”).
BUSINESS COMBINATION AGREEMENT by and among Hainan Manaslu Acquisition Corp., as Purchaser, ABLE VIEW INC., as the Company, ABLE VIEW GLOBAL INC., as Pubco, ABLE VIEW CORPORATION INC., as Merger Sub, and THE SHAREHOLDERS OF THE COMPANY NAMED HEREIN,...Business Combination Agreement • November 25th, 2022 • Hainan Manaslu Acquisition Corp. • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of November 21, 2022, by and among (i) Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company (together with its successors, “Purchaser”), (ii) Able View Inc., a Cayman Islands exempted company (the “Company”), (iii) Able View Global Inc., a Cayman Islands exempted company and wholly owned subsidiary of the Company (“Pubco”), (iv) Able View Corporation Inc., a Cayman Islands exempted company and a wholly owned subsidiary of Pubco (“Merger Sub”), and (v) each of the holders of the Company’s outstanding shares named on Annex I hereto (collectively, the “Sellers”). Purchaser, the Company, Pubco, Merger Sub and the Sellers are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
FORM OF PRIVATE PLACEMENT UNITS SUBSCRIPTION AGREEMENTForm of Private Placement Units Subscription Agreement • August 1st, 2022 • Hainan Manaslu Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of __________, 2022, by and between Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at B3406, 34F, West Tower, Block B, Guorui Building, 11 Guoxing Avenue, Haikou, Hainan Province, People’s Republic of China 570203, and Bright Winlong LLC, a Cayman Islands limited liability company, having its principal place of business at B3406, 34F, West Tower, Block B, Guorui Building, 11 Guoxing Avenue, Haikou, Hainan Province, People’s Republic of China 570203 (the “Subscriber”).
PRIVATE PLACEMENT UNITS SUBSCRIPTION AGREEMENTPrivate Placement Units Subscription Agreement • August 16th, 2022 • Hainan Manaslu Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of August 10, 2022, by and between Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at B3406, 34F, West Tower, Block B, Guorui Building, 11 Guoxing Avenue, Haikou, Hainan Province, People’s Republic of China 570203, and Bright Winlong LLC, a Cayman Islands limited liability company, having its principal place of business at B3406, 34F, West Tower, Block B, Guorui Building, 11 Guoxing Avenue, Haikou, Hainan Province, People’s Republic of China 570203 (the “Subscriber”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 16th, 2022 • Hainan Manaslu Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 10, 2022 by and between Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purposes trust company (the “Trustee”).
WAIVERWaiver • June 12th, 2023 • Hainan Manaslu Acquisition Corp. • Blank checks • New York
This WAIVER (this “Waiver”), dated as of June 12, 2023, is made and entered into by and among (i) Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company (together with its successors, “Purchaser”), (ii) Able View Inc., a Cayman Islands exempted company (the “Company”), (iii) Able View Global Inc., a Cayman Islands exempted company and wholly owned subsidiary of the Company (“Pubco”), (iv) Able View Corporation Inc., a Cayman Islands exempted company and a wholly owned subsidiary of Pubco (“Merger Sub”), and (v) each of the holders of the Company’s outstanding shares named hereto (collectively, the “Sellers”). Each of the Purchaser, the Company, Pubco, Merger Sub and the Sellers are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Agreement (as defined below).
Hainan Manaslu Acquisition Corp. B3406, 34F, West Tower, Block B Guorui Building, 11 Guoxing Avenue Haikou, Hainan Province, PRC 570203Letter Agreement • August 16th, 2022 • Hainan Manaslu Acquisition Corp. • 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 between Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Ladenburg Thalmann & Co., Inc., 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 up to 6,900,000 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 ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one redeemable warrant, and one right to receive one-tenth of one Ordinary Share (the “Rights”). Each warrant (the “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustments as
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 25th, 2022 • Hainan Manaslu Acquisition Corp. • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 21, 2022, by and among (i) Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company (“HMAC”), (ii) Able View Global Inc., a Cayman Islands exempted company and wholly owned subsidiary of Able View (as defined below) (“Pubco”), and (iii) the undersigned parties listed as “Holders” on the signature page hereto (each, a “Holder” and collectively, the “Holders”).
LOCK-UP AGREEMENTLock-Up Agreement • November 25th, 2022 • Hainan Manaslu Acquisition Corp. • Blank checks • New York
This LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of November 21, 2022, by and between (i) Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company (“HMAC”), (ii) Able View Inc., a Cayman Islands exempted company (“Able View”), (iii) Able View Global Inc., a Cayman Islands exempted company (“Pubco”), and (iv) the undersigned holder of capital stock and/or securities convertible into capital stock of Pubco (“Holder”). Any capitalized term used but not otherwise defined in this Agreement shall have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 25th, 2022 • Hainan Manaslu Acquisition Corp. • Blank checks
This FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of November 21, 2022, and shall be effective as of the Closing (as defined below), by and among (i) Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company (the “Company”), (ii) Bright Winlong LLC, a Cayman Islands limited liability company (“Sponsor”), and (iii) Able View Global Inc., a Cayman Islands exempted company and wholly owned subsidiary of Able View (as defined below) (“Pubco”), and (iv) each of the undersigned individuals (together with the Sponsor and any person or entity who hereafter becomes a party to the Registration Rights Agreement (as defined below) pursuant to Section 6.2 of the Registration Rights Agreement, a “Holder” and collectively the “Holders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement (and if such term is not defined in the Registration Ri
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • November 25th, 2022 • Hainan Manaslu Acquisition Corp. • Blank checks • New York
This NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of November 21, 2022, by ______________ (the “Subject Party”) in favor of and for the benefit of Able View Global Inc., a Cayman Islands exempted company (“Pubco”), Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company (together with its successors, “HMAC”), Able View Inc., a Cayman Islands exempted company (together with its successors, “Able View”), and each of Pubco’s, HMAC’s and/or Able View’s respective present and future Affiliates, successors and direct and indirect Subsidiaries (collectively with Pubco, HMAC and Able View, the “Covered Parties”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
