Scage International LTD Sample Contracts

DEPOSIT AGREEMENT
Deposit Agreement • October 18th, 2024 • Scage International LTD • Truck & bus bodies • New York

DEPOSIT AGREEMENT, dated as of [●][●], 2024, by and among (i) Scage Future, an exempted company with limited liability incorporated under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 7th, 2024 • Scage International LTD • Truck & bus bodies

WHEREAS, the Company wishes for the Indemnitee to serve on its Board of Directors (the “Board”) or as an officer of the Company and wishes to provide the Indemnitee with specific contractual assurance of the Indemnitee’s rights to indemnification against litigation risks and expenses arising from his position as a Director or Officer (as defined below) to the full extent permitted by applicable law;

3A Partners Limited 19/F 145 Hennessy Road, Wanchai, Hong Kong October 13, 2024
Finder’s Agreement • October 18th, 2024 • Scage International LTD • Truck & bus bodies • New York

This second amended and restated letter agreement (the “Agreement”) is made and entered into as of October 13, 2024, and confirms the engagement by Finnovate Acquisition Corporation, a Cayman Islands company (sometimes referred to as the “Company” or “you”), of 3A Partners Limited, a Hong “Kong incorporated limited liability company (sometimes referred to as the “Finder” or “we”), to assist the Company on a non-exclusive basis in its search for a merger, capital stock exchange, acquisition, or other similar business combination with one or more businesses or entities that would qualify as the Company’s initial business combination as described in the Prospectus (as defined below) (a “Transaction”).

AMENDMENT TO WARRANT AGREEMENT
Warrant Agreement • October 18th, 2024 • Scage International LTD • Truck & bus bodies

THIS AMENDMENT TO WARRANT AGREEMENT (this “Amendment”) is made and entered into as of October 18, 2024 by and among (i) Finnovate Acquisition Corp., an exempted company incorporated with limited liability in the Cayman Islands (the “Purchaser”), (ii) Scage Future, an exempted company incorporated with limited liability in the Cayman Islands (the “Pubco”), and (iii) Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Warrant Agreement (as defined below) (and if such term is not defined in the Warrant Agreement, then the Business Combination Agreement (as defined below)).

FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • September 16th, 2024 • Scage International LTD • Truck & bus bodies

This Subscription Agreement (this “Subscription Agreement”) is being entered into as of ____________, by and between Scage International Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Issuer”) and the undersigned subscriber (the “Investor”).

AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 31st, 2024 • Scage International LTD • Truck & bus bodies

THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of [__], 2024, and shall be effective as of the Effective Time, by and among (i) Scage Future, an exempted company incorporated with limited liability in the Cayman Islands, (“Pubco”), (ii) Finnovate Acquisition Corp., an exempted company incorporated with limited liability in the Cayman Islands, (“Purchaser”), (iii) Finnovate Sponsor L.P., a Delaware limited partnership (the “Sponsor”), (iv) EarlyBirdCapital, Inc. (the “Representative”) and (v) the other parties listed on the signature pages hereto (together with the Representative and the Sponsor, being referred to herein as a “Holder” and collectively as the “Holders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement (as defined below) (and if such term is not defined in the Registration Rights Agreement, then in the Business Combination

Strategic Cooperation Agreement between Nanjing Scage Auto Tech Co., Ltd. and C&C Trucks Co., Ltd.
Strategic Cooperation Agreement • August 7th, 2024 • Scage International LTD • Truck & bus bodies

To strengthen both parties’ cooperation on development, design, production, sales, test, supply chain and aftersales services of new energy commercial vehicles, and promote development of their businesses, Party A and Party B intend to conduct in-depth strategic cooperation on the basis of equality, mutual benefit, resource sharing and strength complementation. Based on the Civil Code of the People’s Republic of China, pertinent laws and regulations, Party A and Party B have entered into this agreement in Nanjing after full consultation regarding mutual business cooperation on the new energy commercial vehicles:

ACTING-IN-CONCERT AGREEMENT
Acting-in-Concert Agreement • August 7th, 2024 • Scage International LTD • Truck & bus bodies
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