INDEMNITY AGREEMENTIndemnity Agreement • October 2nd, 2023 • Feutune Light Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 2, 2023, by and between Feutune Light Acquisition Corporation, a Delaware corporation (the “Company”), and Wenbing Chris Wang (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2022 • Feutune Light Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 15, 2022, is made and entered into by and among Feutune Light Acquisition Corporation, a Delaware corporation (the “Company”), Feutune Light Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Xuedong (Tony) Tian, Yuanmei Ma, Lei Xu, Kevin Vassily, David Ping Li, Michael Davidov and De Mi (together with the Sponsor, the “Founders”), and US Tiger Securities, Inc. (“US Tiger”, together with the Sponsor, Founders, and any person or entity who hereafter becomes a party to this Agreement is defined as a “Holder” and collectively the “Holders”).
8,500,000 Units Feutune Light Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • June 21st, 2022 • Feutune Light Acquisition Corp • Blank checks • New York
The undersigned, Feutune Light Acquisition Corporation, a newly formed bank check company formed as a Delaware corporation (the “Company”), hereby confirms its agreement with US Tiger Securities, Inc (“US Tiger”) and EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”, together with US Tiger, hereinafter referred to as “you”, or the “Representatives”) and with the other underwriters named on Schedule A hereto for which you are acting as representatives (the Representatives and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
FEUTUNE LIGHT ACQUISITION CORPORATION Metuchen, NJ 08840Feutune Light Acquisition Corp • April 11th, 2022 • Blank checks • New York
We are pleased to accept the offer you (the “Subscriber”) have made to purchase 2,443,750 shares (the “Shares”) of Class B common stock, par value $0.0001 per share (the “Common Stock”) in ourselves, Feutune Light Acquisition Corporation, a Delaware corporation (the “Company”), among which, up to 318,750 shares of Common Stock are subject to forfeiture pending the exercise of the over-allotment option granted to the underwriter in connection with the initial public offering of the Company. The terms on which the Company is willing to sell the Shares to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
Feutune Light Acquisition Corporation Metuchen, New Jersey 08840Letter Agreement • June 21st, 2022 • Feutune Light Acquisition Corp • Blank checks
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 Feutune Light Acquisition Corporation, a Delaware corporation (the “Company”), US Tiger Securities, Inc. (“US Tiger”) and EF Hutton, division of Benchmark Investments, LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 8,500,000 of the Company’s units (including up to 1,275,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), one redeemable warrant and one right. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. Each right (e
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • June 21st, 2022 • Feutune Light Acquisition Corp • Blank checks • New York
This Agreement is made as of June 15, 2022 by and between Feutune Light Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
PRIVATE UNIT SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND THE SPONSORPrivate Unit Subscription Agreement • June 21st, 2022 • Feutune Light Acquisition Corp • Blank checks
WARRANT AGREEMENTWarrant Agreement • June 21st, 2022 • Feutune Light Acquisition Corp • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of June 15, 2022 between Feutune Light Acquisition Corporation, a Delaware corporation, with offices at 48 Bridge Street, Building A, Metuchen, New Jersey 08840 (“Company”), and Continental Stock Transfer & Trust Company, a New York company, with offices at 1 State Street, 30th Floor, New York, NY 10004, as warrant agent (“Warrant Agent”).
PRIVATE UNIT SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND US TIGER SECURITIES, INC.Private Unit Subscription Agreement • June 21st, 2022 • Feutune Light Acquisition Corp • Blank checks
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • June 14th, 2022 • Feutune Light Acquisition Corp • Blank checks
This Securities Transfer Agreement is dated as of [ ], 2022 (this “Agreement”), by and among Feutune Light Sponsor LLC, a Delaware limited liability company (the “Seller”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
CONSULTING AGREEMENTConsulting Agreement • February 8th, 2024 • Feutune Light Acquisition Corp • Motor vehicles & passenger car bodies • Hong Kong
This Consulting Agreement (the “Agreement”) is made on the 1st November 2023 (the “Effective Date”) contract between THUNDER POWER HOLDINGS LIMITED (the “Company”), and Mr. Ho Pok Man (HKID No. Z768167(5)) (the “Consultant”). The Company and the Consultant are referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
RIGHTS AGREEMENTRights Agreement • June 21st, 2022 • Feutune Light Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of June 15, 2022 between Feutune Light Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York company, as right agent (the “Right Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 13th, 2024 • Feutune Light Acquisition Corp • Motor vehicles & passenger car bodies
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on June 11, 2024, by and among Feutune Light Acquisition Corporation, a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”).
NON-DISCLOSURE, NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • June 27th, 2024 • Thunder Power Holdings, Inc. • Motor vehicles & passenger car bodies
THIS NONDISCLOSURE, NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is made and entered into as of [___], 2024, by and between Thunder Power Holdings, Inc. (f/k/a Feutune Light Acquisition Corporation), a Delaware corporation (the “Company”) and [____] (the “Shareholder”), to be effective as of the date hereof (the “Effective Date”). Certain capitalized terms are defined in Section 3 of this Agreement.
ESCROW AGREEMENTEscrow Agreement • June 27th, 2024 • Thunder Power Holdings, Inc. • Motor vehicles & passenger car bodies
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of June 21, 2024, by and between: Feutune Light Acquisition Corporation, a Delaware corporation (together with its successor after the Closing, as defined herein, the “Parent”); Wellen Sham (the “Thunder Power Stockholder Representative”) and Yuanmei Ma (the “FLFV Stockholder Representatives”, together with Thunder Power Stockholder Representative, the “Parent Stockholder Representatives), as joint representatives; and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
FEUTUNE LIGHT SPONSOR LLCFeutune Light Acquisition Corp • March 22nd, 2023 • Blank checks
This Note evidences a non-interest loan provided by Feutune Light Acquisition Corporation, a Delaware corporation (the “Company”) in the amount of $377,500, as a part of the fund from Feutune Light Sponsor LLC (the “Sponsor”) to be deposited into the trust account of the Company as Sponsor’s support of an extension of the deadline of the Company to consummate an initial business combination from March 21, 2023 to June 21 2023. We hereby acknowledge receipt of payment to the trust account in accordance with the wire instruction enclosed hereto and shall repay the full amount of loan to the Company by March 31, 2023.
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • October 27th, 2023 • Feutune Light Acquisition Corp • Blank checks
This SHAREHOLDER SUPPORT AGREEMENT, dated as of October 26, 2023 (this “Agreement”), is entered into by and among Feutune Light Acquisition Corporation, a Delaware corporation’ (“Parent”), Thunder Power Holdings Limited, a British Virgin Islands (“BVI”) company (the “Company”), and the shareholder(s) of the Company listed on signature page (the “Shareholders”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • June 21st, 2022 • Feutune Light Acquisition Corp • Blank checks
This Securities Transfer Agreement is dated as of June 15, 2022 (this “Agreement”), by and among Feutune Light Sponsor LLC, a Delaware limited liability company (the “Seller”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
AGREEMENT AND PLAN OF MERGER dated October 26, 2023 by and among Feutune Light Acquisition Corporation, a Delaware corporation, as Parent Feutune Light Merger Sub Inc., a Delaware corporation as Merger Sub; AND Thunder Power Holdings Limited, a...Agreement and Plan of Merger • October 27th, 2023 • Feutune Light Acquisition Corp • Blank checks • New York
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of October 26, 2023 (the “Signing Date”), by and among, Feutune Light Acquisition Corporation, a Delaware corporation (“Parent”), Feutune Light Merger Sub Inc. a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Thunder Power Holdings Limited, a British Virgin Islands company (the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 27th, 2024 • Thunder Power Holdings, Inc. • Motor vehicles & passenger car bodies • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of _________________, by and between Thunder Power Holdings, Inc., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).
PARENT SUPPORT AGREEMENTParent Support Agreement • October 27th, 2023 • Feutune Light Acquisition Corp • Blank checks
This PARENT SUPPORT AGREEMENT, dated as of October 26, 2023 (this “Agreement”), is entered into by and among by and among Feutune Light Acquisition Corporation, a Delaware corporation (“Parent”), Thunder Power Holdings Limited, a British Virgin Islands (“BVI”) (the “Company”), and the stockholder(s) of Parent listed on Exhibit A hereto (the “Stockholders”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AMENDMENT NO.2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 5th, 2024 • Feutune Light Acquisition Corp • Motor vehicles & passenger car bodies
This AMENDMENT NO.2 TO AGREEMENT AND PLAN OF MERGER (the “Amendment”), dated as of April 5, 2024, by and among, Feutune Light Acquisition Corporation, a Delaware corporation (“Parent”), Feutune Light Merger Sub Inc. a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Thunder Power Holdings Limited, a British Virgin Islands company (the “Company”). Capitalized terms not otherwise defined in this Amendment shall have the meaning given to them in the Merger Agreement (as defined below).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 20th, 2024 • Feutune Light Acquisition Corp • Motor vehicles & passenger car bodies
This AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the “Amendment”), dated as of March 19, 2024, by and among, Feutune Light Acquisition Corporation, a Delaware corporation (“Parent”), Feutune Light Merger Sub Inc. a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Thunder Power Holdings Limited, a British Virgin Islands company (the “Company”). Capitalized terms not otherwise defined in this Amendment shall have the meaning given to them in the Merger Agreement (as defined below).
Date: June 11, 2024Feutune Light Acquisition Corp • June 13th, 2024 • Motor vehicles & passenger car bodies
To: Feutune Light Acquisition Corporation, a Delaware corporation (“FLFV”) and Thunder Power Holdings Limited, a British Virgin Islands company (“Target”).
LOCK-UP AGREEMENTLock-Up Agreement • June 27th, 2024 • Thunder Power Holdings, Inc. • Motor vehicles & passenger car bodies • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of June 21, 2024, by and between the undersigned (each, the “Holder”) and Feutune Light Acquisition Corporation, a Delaware corporation (“Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
AMENDED AND RESTATED WARRANT AGREEMENTAmended and Restated Warrant Agreement • June 27th, 2024 • Thunder Power Holdings, Inc. • Motor vehicles & passenger car bodies • New York
This AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), is made as of June 21, 2024, between Feutune Light Acquisition Corporation, a Delaware corporation, with offices at 48 Bridge Street, Building A, Metuchen, New Jersey 08840 (together with its successor, Thunder Power Holdings, Inc., the “Company”), and Continental Stock Transfer & Trust Company, a New York company, with offices at 1 State Street, 30th Floor, New York, NY 10004, as warrant agent (“Warrant Agent”), to amend the warrant agreement (the “2022 Agreement”), dated June 15, 2022, entered between the Company and the Warrant Agent.
LOCK-UP AGREEMENTLock-Up Agreement • October 27th, 2023 • Feutune Light Acquisition Corp • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [ ], by and between the undersigned (each, the “Holder”) and Feutune Light Acquisition Corporation, a Delaware corporation (“Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
