BUSINESS COMBINATION AGREEMENT by and among DISTOKEN ACQUISITION CORPORATION, as Purchaser, XIAOSEN SPONSOR LLC, as Sponsor, YOULIFE GROUP INC., as Pubco, YOULIFE I LIMITED, as First Merger Sub, YOULIFE II LIMITED, as Second Merger Sub, and YOULIFE...Business Combination Agreement • May 23rd, 2024 • Distoken Acquisition Corp • Blank checks • New York
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • May 23rd, 2024 • Distoken Acquisition Corp • Blank checks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of May 17, 2024, by the undersigned security holder of the Company (as defined below) (the “Subject Party”) in favor of and for the benefit of Youlife Group Inc., a Cayman Islands exempted company (“Pubco”), Distoken Acquisition Corporation, a Cayman Islands exempted company (together with its successors, including the Surviving Entity (as defined in the Business Combination Agreement), the “Purchaser”), Youlife International Holdings Inc., a Cayman Islands exempted company (the “Company”), and each of Pubco’s, Purchaser’s and/or the Company’s present and future Affiliates, successors and direct and indirect Subsidiaries (including the Company) (collectively with Pubco, Purchaser and the Company, 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.
FORM OF SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • May 23rd, 2024 • Distoken Acquisition Corp • Blank checks • New York
This Shareholder Support Agreement (this “Agreement”) is made and entered into as of May 17, 2024, by and among (i) Youlife Group Inc., a Cayman Islands exempted company with registration number 408752 (“Pubco”), (ii) Youlife International Holdings Inc., a Cayman Islands exempted company with registration number 348890 (the “Company”), (iii) certain shareholders of the Company (each, a “Requisite Shareholder”), and (iv) Distoken Acquisition Corporation, a Cayman Islands exempted company with incorporation number 363925 (the “Purchaser”). Pubco, the Company, Purchaser, and the Requisite Shareholders are sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • May 23rd, 2024 • Distoken Acquisition Corp • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is being executed and delivered as of May 17, 2024, by the undersigned security holder of [the Company/Purchaser] (as defined below) (the “Holder”) in favor of and for the benefit of Youlife Group Inc., a Cayman Islands exempted company (“Pubco”), Distoken Acquisition Corporation, a Cayman Islands exempted company (together with its successors, including the Surviving Entity (as defined in the Business Combination Agreement), the “Purchaser”), Youlife International Holdings Inc., a Cayman Islands exempted company (the “Company”), and each of Pubco’s, Purchaser’s and/or the Company’s present and future Affiliates, successors and direct and indirect Subsidiaries (including the Company) (collectively with Pubco, Purchaser and the Company, 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).
