AGREEMENT AND PLAN OF MERGER by and among CHINA LIBERAL EDUCATION HOLDINGS LIMITED AIWAYS MERGER SUB LIMITED AIWAYS AUTOMOBILE HOLDING LIMITED and AIWAYS HOLDINGS LIMITED dated as of November 2, 2022Merger Agreement • November 3rd, 2022 • China Liberal Education Holdings LTD • Services-educational services • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 2, 2022 by and among China Liberal Education Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“ListCo”), Aiways Merger Sub Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a wholly-owned and direct subsidiary of ListCo (“Merger Sub”), Aiways Automobile Holding Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a wholly-owned and direct subsidiary of ListCo (“Merger Sub II”), and AIWAYS Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Company”). ListCo, Merger Sub, Merger Sub II and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” All capitalized terms used in this Agreement shall have the meanings ascribed to
SUPPORT AGREEMENTSupport Agreement • November 3rd, 2022 • China Liberal Education Holdings LTD • Services-educational services • Beijing
This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of November 2, 2022, by and among China Liberal Education Holdings Limited, an exempted company incorporated with limited liability under the Laws of Cayman Islands (“ListCo”), AIWAYS Holdings Limited, an exempted company incorporated with limited liability under the Laws of Cayman Islands (the “Company”) and the equityholder of the ListCo’s securities, whose name appear on the signature page hereto (each such person, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Merger Agreement (as defined below).
SUPPORT AND VOTING AGREEMENTSupport and Voting Agreement • November 3rd, 2022 • China Liberal Education Holdings LTD • Services-educational services • Beijing
This SUPPORT AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of November 2, 2022, by and among China Liberal Education Holdings Limited, an exempted company incorporated with limited liability under the Laws of Cayman Islands (“ListCo”), AIWAYS Holdings Limited, an exempted company incorporated with limited liability under the Laws of Cayman Islands (the “Company”) and certain Persons listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Merger Agreement (as defined below).
