BUSINESS COMBINATION AGREEMENT by and among Hainan Manaslu Acquisition Corp., as Purchaser, ABLE VIEW INC., as the Company, ABLE VIEW GLOBAL INC., as Pubco, ABLE VIEW CORPORATION INC., as Merger Sub, and THE SHAREHOLDERS OF THE COMPANY NAMED HEREIN,...Business Combination Agreement • November 25th, 2022 • Hainan Manaslu Acquisition Corp. • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of November 21, 2022, by and among (i) Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company (together with its successors, “Purchaser”), (ii) Able View Inc., a Cayman Islands exempted company (the “Company”), (iii) Able View Global Inc., a Cayman Islands exempted company and wholly owned subsidiary of the Company (“Pubco”), (iv) Able View Corporation Inc., a Cayman Islands exempted company and a wholly owned subsidiary of Pubco (“Merger Sub”), and (v) each of the holders of the Company’s outstanding shares named on Annex I hereto (collectively, the “Sellers”). Purchaser, the Company, Pubco, Merger Sub and the Sellers are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 25th, 2022 • Hainan Manaslu Acquisition Corp. • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 21, 2022, by and among (i) Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company (“HMAC”), (ii) Able View Global Inc., a Cayman Islands exempted company and wholly owned subsidiary of Able View (as defined below) (“Pubco”), and (iii) the undersigned parties listed as “Holders” on the signature page hereto (each, a “Holder” and collectively, the “Holders”).
LOCK-UP AGREEMENTLock-Up Agreement • November 25th, 2022 • Hainan Manaslu Acquisition Corp. • Blank checks • New York
This LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of November 21, 2022, by and between (i) Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company (“HMAC”), (ii) Able View Inc., a Cayman Islands exempted company (“Able View”), (iii) Able View Global Inc., a Cayman Islands exempted company (“Pubco”), and (iv) the undersigned holder of capital stock and/or securities convertible into capital stock of Pubco (“Holder”). Any capitalized term used but not otherwise defined in this Agreement shall have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 25th, 2022 • Hainan Manaslu Acquisition Corp. • Blank checks
This FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of November 21, 2022, and shall be effective as of the Closing (as defined below), by and among (i) Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company (the “Company”), (ii) Bright Winlong LLC, a Cayman Islands limited liability company (“Sponsor”), and (iii) Able View Global Inc., a Cayman Islands exempted company and wholly owned subsidiary of Able View (as defined below) (“Pubco”), and (iv) each of the undersigned individuals (together with the Sponsor and any person or entity who hereafter becomes a party to the Registration Rights Agreement (as defined below) pursuant to Section 6.2 of the Registration Rights Agreement, a “Holder” and collectively the “Holders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement (and if such term is not defined in the Registration Ri
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • November 25th, 2022 • Hainan Manaslu Acquisition Corp. • Blank checks • New York
This NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of November 21, 2022, by ______________ (the “Subject Party”) in favor of and for the benefit of Able View Global Inc., a Cayman Islands exempted company (“Pubco”), Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company (together with its successors, “HMAC”), Able View Inc., a Cayman Islands exempted company (together with its successors, “Able View”), and each of Pubco’s, HMAC’s and/or Able View’s respective present and future Affiliates, successors and direct and indirect Subsidiaries (collectively with Pubco, HMAC and Able View, 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).
