SHARE EXCHANGE AGREEMENTShare Exchange Agreement • July 12th, 2019 • Greenland Acquisition Corp. • Blank checks • New York
This Share Exchange Agreement (this “Agreement”) is made and entered into as of July 12, 2019 by and among: (i) Greenland Acquisition Corporation, a British Virgin Islands business company with limited liability (the “Purchaser”); (ii) Greenland Asset Management Corporation, a British Virgin Islands company with limited liability, in the capacity as the representative from and after the Closing (as defined below) for the shareholders of the Purchaser other than the Seller and its successors and assigns in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”); (iii) Zhongchai Holding (Hong Kong) Limited, a Hong Kong registered company (the “Company”); and (iv) Cenntro Holding Limited (the “Seller”). The Purchaser, Purchaser Representative, the Company and the Seller are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
LOCK-UP AGREEMENTLock-Up Agreement • July 12th, 2019 • Greenland Acquisition Corp. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of July 12, 2019 by and among (i) Greenland Acquisition Corporation, a British Virgin Islands company with limited liability, which will be known after the consummation of the transactions contemplated by the Share Exchange Agreement (as defined below) as “Greenland Technologies Holding Corporation” (including any successor entity thereto, the “Purchaser”), (ii) Greenland Asset Management Corporation, a British Virgin Islands company with limited liability, in the capacity under the Share Exchange Agreement as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Share Exchange Agreement.
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • July 12th, 2019 • Greenland Acquisition Corp. • Blank checks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of July 12, 2019 by Cenntro Holding Limited (the “Seller”) in favor of and for the benefit of Greenland Acquisition Corporation, a British Virgin Islands business company with limited liability, which will be known after the consummation of the transactions contemplated by the Share Exchange Agreement (as defined below) as “Greenland Technologies Holding Corporation” (including any successor entity thereto, “Purchaser”), Zhongchai Holding (Hong Kong) Limited, a Hong Kong registered company (including any successor entity thereto, the “Company”), and each of Purchaser’s and/or the Company’s respective present and future Affiliates, successors and direct and indirect Subsidiaries (collectively with 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 Share Exchange Agreement.
ESCROW AGREEMENTEscrow Agreement • July 12th, 2019 • Greenland Acquisition Corp. • Blank checks • New York
This ESCROW AGREEMENT (this “Agreement”) is made and entered into as of July 12, 2019, by and among: (i) Greenland Acquisition Corporation, a British Virgin Islands business company with limited liability (including any successor entity thereto, “Purchaser”); (ii) Greenland Asset Management Corporation, a British Virgin Islands company with limited liability, in its capacity under the Share Exchange Agreement (as defined below) as the Purchaser Representative (including any successor Purchaser Representative in accordance with the Share Exchange Agreement, the “Purchaser Representative”); (iii) Cenntro Holding Limited (“Seller”); and (iv) Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”). Capitalized terms used herein but not otherwise defined herein shall have the meaning given to such terms in the Share Exchange Agreement.
