INDEMNITY AGREEMENTIndemnification Agreement • September 13th, 2022 • Four Leaf Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_____], 2022, by and between Four Leaf Acquisition Corporation, a Delaware corporation (the “Company”), and [________] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 21st, 2023 • Four Leaf Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 16, 2023, is made and entered into by and among Four Leaf Acquisition Corporation, a Delaware corporation (the “Company”), and ALWA Sponsor LLC, a Delaware limited liability company (the “Sponsor,” together with 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”).
WARRANT AGREEMENTWarrant Agreement • March 21st, 2023 • Four Leaf Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 16, 2023, is by and between Four Leaf Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein, it its capacity as the Company’s transfer agent, as the “Transfer Agent”). The Company, the Warrant Agent and the Transfer Agent shall individually be referred to as a “Party” and collectively, as the “Parties”.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 21st, 2023 • Four Leaf Acquisition Corp • Blank checks
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) is made effective as of March 16, 2023, by and between Four Leaf Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FOUR LEAF ACQUISITION CORPORATION Los Altos, CA 94022Securities Subscription Agreement • September 13th, 2022 • Four Leaf Acquisition Corp • Blank checks • Delaware
This agreement (the “Agreement”) is entered into by and between ALWA Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Four Leaf Acquisition Corporation, a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,156,250 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 281,250 of which are subject to forfeiture by the Subscriber 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:
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • March 21st, 2023 • Four Leaf Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT, dated as of March 16, 2023 (as it may from time to time be amended, this “Agreement”), is entered into by and between Four Leaf Acquisition Corporation, a Delaware corporation (the “Company”) and ALWA Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
FOUR LEAF ACQUISTION CORPORATION 6,500,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • October 13th, 2022 • Four Leaf Acquisition Corp • Blank checks • New York
Four Leaf Acquisition Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 6,500,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 975,000 additional units, if any (the “Optional Units,” together with the Firm Units, the “Units”).
FOUR LEAF ACQUISTION CORPORATION 5,200,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • March 21st, 2023 • Four Leaf Acquisition Corp • Blank checks
Four Leaf Acquisition Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 5,200,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 780,000 additional units, if any (the “Optional Units,” together with the Firm Units, the “Units”).
SHAREHOLDER SUPPORT AGREEMENT AND DEEDShareholder Support Agreement • December 19th, 2024 • Four Leaf Acquisition Corp • Blank checks • New York
This SHAREHOLDER SUPPORT AGREEMENT AND DEED (this “Agreement”) is made and entered into as of December 17, 2024, by and among Xiaoyu Dida Interconnect International Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Pubco”), Four Leaf Acquisition Corporation, a Delaware corporation (“SPAC”), and certain Persons listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”).
Four Leaf Acquisition Corporation Los Altos, California 94022Underwriting Agreement • March 21st, 2023 • Four Leaf 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 Four Leaf Acquisition Corporation, a Delaware corporation (the “Company”), EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”), as the representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 5,200,000 of the Company’s units (including up to 780,000 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 “Common Stock”), and one redeemable warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registratio
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 19th, 2024 • Four Leaf Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among:
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 21st, 2024 • Four Leaf Acquisition Corp • Blank checks • New York
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of June 18, 2024, is made by and between Four Leaf Acquisition Corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
AGREEMENT AND PLAN OF MERGER dated December 17, 2024 by and among Four Leaf Acquisition Corporation, a Delaware corporation, Xiaoyu Dida Interconnect International Limited, a Cayman Islands exempted company, Xiaoyu Dida Merger Sub, Inc., a Delaware...Merger Agreement • December 19th, 2024 • Four Leaf Acquisition Corp • Blank checks • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 17, 2024 (the “Signing Date”), by and among Four Leaf Acquisition Corporation, a Delaware corporation (“Four Leaf”); Xiaoyu Dida Interconnect International Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Pubco”); Xiaoyu Dida Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Pubco (“Merger Sub 1”); and Xiaoyu Dida (USA) Company, Inc., a Delaware corporation and direct, wholly owned subsidiary of Pubco (“Merger Sub 2”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed thereto in Article I.
Four Leaf Acquisition Corporation Los Altos, California 94022Underwriting Agreement • September 13th, 2022 • Four Leaf 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 Four Leaf Acquisition Corporation, a Delaware corporation (the “Company”), EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”), as the representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 6,500,000 of the Company’s units (including up to 975,000 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 “Common Stock”), and one redeemable warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registratio
Four Leaf Acquisition CorporationAdministrative Support Agreement • March 21st, 2023 • Four Leaf Acquisition Corp • Blank checks
This letter agreement by and between Four Leaf Acquisition Corporation, a Delaware corporation (the “Company”), and ALWA Sponsor, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the consummation by the Company of an initial business combination (such date hereinafter referred to as the “Termination Date”):
Four Leaf Acquisition CorporationAdministrative Support Agreement • September 13th, 2022 • Four Leaf Acquisition Corp • Blank checks • Delaware
This letter agreement by and between Four Leaf Acquisition Corporation, a Delaware corporation (the “Company”), and ALWA Sponsor, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the later of the consummation by the Company of an initial business combination or 12 months from the Listing Date (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assignment, Assumption and Amendment Agreement • December 19th, 2024 • Four Leaf Acquisition Corp • Blank checks
THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is entered into as of [_], by among Four Leaf Acquisition Corporation, a Delaware corporation (“Company”), Xiaoyu Dida Interconnect International Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Pubco”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Warrant Agreement (as defined below).
Xiaoyu Dida Interconnect International Limited Building 34, Tian’an Headquarters Center, No. 555 Panyu Avenue North, Donghuan Street, Panyu District, Guangzhou 511400 People’s Republic of China Attention: Wendong Li Four Leaf Acquisition Corporation...Sponsor Support Agreement • December 19th, 2024 • Four Leaf Acquisition Corp • Blank checks
This letter (this “Support Agreement”) is being delivered by ALWA Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and certain other holders of Four Leaf Class B Common Stock identified on the signature page hereto (the “Class B Stockholders”), to Four Leaf Acquisition Corporation, a Delaware corporation (“Four Leaf”) and Xiaoyu Dida Interconnect International Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Pubco”), in accordance with that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Four Leaf, Pubco, Xiaoyu Dida Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Pubco (“Merger Sub 1”) and Xiaoyu Dida (USA) Company, Inc., a Delaware corporation and wholly-owned subsidiary of Pubco (“Merger Sub 2”). The Sponsor, Four Leaf, and Pubco shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise d
