FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 26th, 2024 • Future Vision II Acquisition Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ______, 2024, is made and entered into by and among Future Vision II Acquisition Corp., a Cayman Islands exempted company (the “Company”), HWei Super Speed Co. Ltd., a British Virgin Island business company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (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”).
FUTURE VISION II ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • August 26th, 2024 • Future Vision II Acquisition Corp. • Blank checks • New York
Future Vision II Acquisition Corp., a Cayman Islands exempted corporation (the “Company”), hereby confirms its agreement with Kingswood Capital Partners, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
FORM OF INDEMNITY AGREEMENTIndemnification & Liability • July 18th, 2024 • Future Vision II Acquisition Corp. • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is effective as of _________, 2024, by and between FUTURE VISION II ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), and ________, an individual (“Indemnitee”).
FUTURE VISION II ACQUISITION CORP. RIGHTS AGREEMENTRights Agreement • August 2nd, 2024 • Future Vision II Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of ______ 2024 between Future Vision II Acquisition Corp., a Cayman Islands exempted company, with offices at Xiandai Tongxin Building, 201 Xin Jinqiao Road, Rm 302, Pudong New District, Shanghai, China (the “Company”), and Transhare Corporation, a Delaware corporation, with offices at 17755 US Highway 19 N, Suite 140, Clearwater, FL 33764 (“Rights Agent”).
Future Vision II Acquisition Corporation c/o ICS Corporate Services (Cayman) Limited Grand Cayman KY1-1203, Cayman IslandsSecurities Subscription Agreement • June 20th, 2024 • Future Vision II Acquisition Corp. • Blank checks • New York
Future Vision II Acquisition Corporation, a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to accept the offer made by Hwei Super Speed Co., Ltd, a BVI company (“Subscriber” or “you”), to purchase 1,437,500 ordinary shares of the Company, par value $0.0001 per share (the “Shares”), up to 187,500 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 26th, 2024 • Future Vision II Acquisition Corp. • Blank checks
LETTER AGREEMENTUnderwriting Agreement • August 26th, 2024 • Future Vision II Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between FUTURE VISION II ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), and Kingswood Capital Partners, LLC as representative of the several underwriters (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 5,000,000 of the Company’s units (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.0001 per share (the Ordinary Shares”) and one right to receive one-tenth of one Ordinary Share (the “Public Rights”). Holders of each of the Public Rights are entitled to receive one-tenth (1/10) of one Ordinary Share of upon consummation of the Company’s initial business combination, subject to adjustment as described in the Prospectus (as defined below).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 30th, 2024 • Future Vision II Acquisition Corp. • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Future Vision II Acquisition Corp. (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of [ * ], 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[ * ] of the principal and interest income earned on the Property, as of the date hereof to a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
LETTER AGREEMENTLetter Agreement • August 12th, 2024 • Future Vision II Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between FUTURE VISION II ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), and Kingswood Capital Partners, LLC as representative of the several underwriters (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 5,000,000 of the Company’s units (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.0001 per share (the Ordinary Shares”) and one right to receive one-tenth of one Ordinary Share (the “Public Rights”). Holders of each of the Public Rights are entitled to receive one-tenth (1/10) of one Ordinary Share of upon consummation of the Company’s initial business combination, subject to adjustment as described in the Prospectus (as defined below).
Placement Unit Purchase AgreementPlacement Unit Purchase Agreement • August 26th, 2024 • Future Vision II Acquisition Corp. • Blank checks
FUTURE VISION II ACQUISITION CORP Xiandai Tongxin Building, 201 Xin Jinqiao Road, Rm 302 Pudong New District, Shanghai, China ADMINISTRATIVE SUPPORT AGREEMENTAdministrative Support Agreement • June 20th, 2024 • Future Vision II Acquisition Corp. • Blank checks
LOCK-UP AGREEMENTLock-Up Agreement • December 11th, 2024 • Future Vision II Acquisition Corp. • Blank checks
This LOCK-UP AGREEMENT (this “Agreement”) is dated as of ______________, 2024, by and between the undersigned (the “Holders”) and VIWO Inc., a Cayman Islands exempted company (the “VIWO Inc.”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
COMPANY TRANSACTION SUPPORT AGREEMENTCompany Transaction Support Agreement • November 29th, 2024 • Future Vision II Acquisition Corp. • Blank checks • New York
This COMPANY TRANSACTION SUPPORT AGREEMENT (this “Agreement”), dated as of November 28, 2024, is entered into by and among Future Vision II Acquisition Corp, a Cayman Islands exempted company (the “Purchaser”), VIWO Technology Inc., a Cayman Islands corporation (“the Company”), and the undersigned shareholders of the Company (the “Shareholders”, each a “Shareholder”). Each of the Purchaser, the Company and the Shareholders are referred to herein as a “Party”, and collectively, the “Parties”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDMENT NO. 1 TO MERGER AGREEMENTMerger Agreement • December 11th, 2024 • Future Vision II Acquisition Corp. • Blank checks • New York
This AMENDMENT NO. 1 TO MERGER AGREEMENT (the “Agreement”), dated as of December 10, 2024 (the “Signing Date”), by and among Future Vision II Acquisition Corp., a Cayman Islands exempted company (the “Purchaser”), Future Vision II Acquisition Merger Subsidiary Corp., a Cayman Islands exempted company and a wholly owned subsidiary of the Purchaser (the “Merger Sub”), Viwo Technology Inc., a Cayman Islands exempted company (the “Company”). The Company, Purchaser and Merger Sub are sometimes collectively referred to as the “Parties” and individually as a “Party”.
MERGER AGREEMENT Dated as of November 28, 2024 by and among VIWO Technology Inc., Future Vision II Acquisition Corp., and Future Vision II Acquisition Merger Subsidiary Corp.Merger Agreement • November 29th, 2024 • Future Vision II Acquisition Corp. • Blank checks • New York
This MERGER AGREEMENT (the “Agreement”), dated as of November 28, 2024 (the “Signing Date”), by and among VIWO Technology Inc., a Cayman Islands exempted company (the “Company”), Future Vision II Acquisition Corp., a Cayman Islands exempted company (the “Purchaser”) and Future Vision II Acquisition Merger Subsidiary Corp., a Cayman Islands exempted company and wholly-owned subsidiary of the Purchaser (the “Merger Sub”).
