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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 15, 2024
(February 15, 2024)
Chenghe Acquisition Co.
(Exact Name of Registrant as Specified in its Charter)
Cayman Islands |
|
001-41366 |
|
98-1598077 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
38 Beach Road #29-11 South Beach Tower Singapore |
|
189767 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (+65) 9851 8611 |
Not Applicable |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant |
|
CHEAU |
|
The Nasdaq Stock Market LLC |
Class A ordinary shares, par value $0.0001 per share |
|
CHEA |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
INTRODUCTORY NOTE
Unless the context otherwise requires, “Chenghe”,
“CHEA” or “Company” refers to Chenghe Acquisition Co., a Cayman Islands exempted company with limited liability.
“CayCo” refers to Semilux International Ltd., a Cayman Islands exempted company with limited liability. “TCO”
refers to Taiwan Color Optics, Inc., a company incorporated and in existence under the laws of Taiwan with uniform commercial number
of 25052644. “Merger Sub” refers to SEMILUX LTD., a Cayman Islands exempted company limited by shares. Terms used but not
defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms
in the definitive proxy statement/prospectus, initially filed with the Securities Exchange Commission on January 12, 2024 by Chenghe
and as amended or supplemented from time to time (the “Proxy Statement/Prospectus”), and such definitions are incorporated
herein by reference.
As previously announced, Chenghe entered into
the business combination agreement dated as of July 21, 2023 (as it may be amended, supplemented or otherwise modified from time
to time, the “Business Combination Agreement”), with CayCo, Merger Sub and TCO (TCO and together with CayCo and Merger Sub,
the “TCO Parties”), and approve the transactions contemplated thereby, pursuant to which, among other things, Merger Sub shall
be merged with and into Chenghe with Chenghe being the surviving company and as a direct, wholly owned subsidiary of CayCo (the “Merger”),
and Chenghe will change its name to “SEMILUX LTD.” (the “Business Combination”).
On February 2, 2024, Chenghe held
an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), during which Chenghe’s
shareholders considered, approved and adopted the proposal to approve the Business Combination and the other proposals related
thereto as described in the Proxy Statement/Prospectus. In connection with the Business Combination, holders of 4,044,701
Chenghe’s Class A ordinary shares exercised their right to redeem their shares for cash at a redemption price of
approximately $11.08 per share, for an aggregate redemption amount of approximately $44,817,223.
On
February 15, 2024 (the “Closing Date”), pursuant to the Business Combination Agreement, Merger Sub merged with and into
Chenghe with Chenghe being the surviving company and as a direct, wholly owned subsidiary of CayCo, and Chenghe changed its name to “SEMILUX
LTD.”.
Pursuant
to the Business Combination Agreement, (i) at Merger Effective Time, each SPAC Unit outstanding immediately prior to the Merger Effective
Time was automatically detached, and the holder thereof was deemed to hold one (1) SPAC Class A Ordinary Share and one-half
(1/2) of a SPAC Warrant in accordance with the terms of the applicable SPAC Unit; (ii) each SPAC Class B Ordinary Share
that was issued and outstanding immediately prior to the Merger Effective Time was automatically converted into one (1) SPAC Class A
Ordinary Share in accordance with the terms of the SPAC Articles (such automatic conversion, the “SPAC Class B Conversion”);
(iii) each SPAC Class A Ordinary Share (which, for the avoidance of doubt,
includes the SPAC Class A Ordinary Shares (A) issued in connection with the SPAC Class B Conversion and (B) held as
a result of the unit separation) that was issued and outstanding was cancelled in exchange for the right to receive one (1) CayCo
Ordinary Share; and (iv) each SPAC Warrant that was outstanding and unexercised was
converted into and become the right to receive a CayCo Warrant, which is on the same terms and conditions as the applicable SPAC Warrant.
The CayCo Ordinary Shares are expected to
begin trading on the Nasdaq Capital Market under the symbol “SELX” on February 16, 2024.
The
foregoing description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by the full
text of the Business Combination Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
| Item
1.01. | Entry
into a Material Definitive Agreement. |
The information set forth in the Introductory
Note above is incorporated into this Item 1.01 by reference.
Assignment, Assumption and Amendment
Agreement
Immediately
prior to the consummation of the Business Combination, CayCo, Chenghe, and Continental Stock Transfer & Trust Company (“Continental”)
entered into an assignment, assumption and amendment agreement (the “Assignment, Assumption and Amendment Agreement”), pursuant
to which Chenghe assigned to CayCo all of its rights, interests, and obligations in and under the Warrant Agreement, dated April 27,
2022, by and between Chenghe and Continental, and the terms and conditions of such Warrant Agreement were amended and restated to, among
other things, reflect the assumption of the SPAC Warrants by CayCo as described above.
The
foregoing description of the Assignment, Assumption and Amendment Agreement and the rights and restrictions contemplated thereby does
not purport to be complete and is qualified in its entirety by the terms and conditions of the Assignment, Assumption and Amendment Agreement,
which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Investor
Rights Agreement
On the Closing Date, Chenghe, CayCo, Merger
Sub, TCO, certain TCO shareholders named and certain Chenghe shareholders entered into an investor rights agreement (the “Investor
Rights Agreement”) pursuant to which, (i) CayCo will agree to undertake certain resale shelf registration obligations in accordance
with the Securities Act, and the holders party thereto, subject to certain requirements and customary conditions, will be granted customary
demand and piggyback registration rights, and (ii) each party to the Investor Rights Agreement agrees to cause (x) the CayCo
Board to be comprised of five (5) directors (subject to increase by unanimous resolutions of the board from time to time), (y) one
(1) of such directors should be nominated by the Sponsor and (z) as long as the Sponsor Parties (as defined therein) beneficially
own any CayCo Ordinary Shares, CayCo shall take all necessary actions to cause the individuals nominated by the Sponsor for election as
directors to be elected as directors..
As the result of the entry into the Investor
Rights Agreement, certain Registration Rights Agreement, dated April 27, 2022, among Chenghe, the Sponsor and certain security holders
of Chenghe, was terminated on the Closing Date.
The foregoing description of the Investor
Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Investor Rights Agreement,
which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
| Item
1.02. | Termination
of a Material Definitive Agreement. |
The information set forth in the Introductory
Note above is incorporated into this Item 1.02 by reference.
On the Closing Date, in connection with the
consummation of the Business Combination, the following material agreements of Chenghe terminated in accordance with their terms:
| (i) | certain Investment Management Trust Agreement, dated as of April 27, 2022, by and between Chenghe and Continental, pursuant to
which Continental invested the proceeds of Chenghe’s initial public offering in a trust account; |
| (ii) | certain Letter Agreement, dated as of April 27, 2022, by and among Chenghe, its executive officers, its directors, its advisory board
members and Chenghe Investment Co., pursuant to which, among other things, the holders of SPAC Class
B Ordinary Shares agreed to certain transfer restrictions on the SPAC Class B Ordinary Shares and SPAC Private Placement Warrants held
by them; and |
| (iii) | certain Administrative Services Agreement, dated as of April 27,
2022, between Chenghe and the Sponsor, pursuant to which the Sponsor provided Chenghe with office space, secretarial and administrative
services for up to $15,000 per month. |
| Item
2.01. | Completion
of Acquisition or Disposition of Assets. |
The information set forth in the Introductory
Note above is incorporated into this Item 2.01 by reference.
| Item
3.01. | Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The information set forth in the Introductory
Note above is incorporated into this Item 3.01 by reference.
In
connection with the consummation of the Business Combination, on the Closing Date, Chenghe notified the Nasdaq Stock Exchange LLC
(“Nasdaq”) that the Business Combination had been consummated and that the outstanding SPAC Class A Ordinary Shares
and SPAC Warrants had been converted into CayCo Ordinary Shares and CayCo’s warrants, respectively. On February
15, 2024, a Form 25 was filed to delist SPAC Class A Ordinary Shares, and Chenghe’s units from the
Nasdaq, thereby commencing the process of delisting SPAC Class A Ordinary
Shares, and Chenghe’s units from Nasdaq and deregistering the securities under Section 12(b) of the Securities
Exchange Act of 1934, as amended.
| Item
3.03 | Material
Modification to Rights of Security Holders. |
The information set forth in the Introductory
Note, Item 2.01 and Item 3.01 above and Item 5.01 below is incorporated into this Item 3.03 by reference.
| Item
5.01 | Changes
in Control of Registrant. |
The information set forth in the Introductory
Note and Item 2.01 above is incorporated into this Item 5.01 by reference.
As a result of the consummation of the Business
Combination, a change in control of Chenghe occurred. At the Merger Effective Time, all the property, rights, privileges, agreements,
powers and franchises, debts, liabilities, duties and obligations of Merger Sub and Chenghe became the property, rights, privileges, agreements,
powers and franchises, debts, liabilities, duties and obligations of Chenghe (as the surviving entity of the Merger), which is a direct
and wholly-owned subsidiary of CayCo.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The information set forth in the Introductory
Note above is incorporated into this Item 5.02 by reference.
Pursuant to the Business Combination Agreement,
each of Chenghe’s officers and directors forthwith resigned and ceased to serve as an officer or director of Chenghe with effect
as of immediately before the Merger Effective Time. These resignations were not a result of any disagreement between Chenghe and its officers
and directors on any matter relating to Chenghe’s operations, policies or practices.
On February 15, 2024, Chenghe and CayCo issued
a joint press release announcing the closing of the Business Combination. The press release is attached hereto as Exhibit 99.1 hereto
and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
|
Description |
2.1* |
|
Business Combination Agreement,
dated as of July 21, 2023, by and among Chenghe Acquisition Co., SEMILUX INTERNATION LTD., SEMILUX LTD and Taiwan Color Optics, Inc.. |
|
|
|
10.1 |
|
Assignment, Assumption and Amendment Agreement, dated as of February 15, 2024, by and among Chenghe Acquisition Co., Semilux International Ltd. and Continental Stock Transfer & Trust Company |
|
|
|
10.2* |
|
Investor Rights Agreement, dated as of February 15, 2024, by and among Chenghe Acquisition Co., Semilux International Ltd., SEMILUX LTD., Taiwan Color Optics, Inc and certain other parties thereto |
|
|
|
99.1 |
|
Press Release dated February 15, 2024 |
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* The schedules to this Exhibit have
been omitted in accordance with Regulation S-K Item 601(b)(2). Chenghe hereby undertakes to furnish supplementally a copy of
any omitted schedule to the SEC upon its request; provided, however, that Chenghe may request confidential treatment for any such schedules
so furnished.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
Chenghe Acquisition Co. |
|
|
|
By: |
/s/ Shibin Wang |
|
Name: |
Shibin Wang |
|
Title: |
Chief Executive Officer |
Date: February 15, 2024
Exhibit 2.1
BUSINESS COMBINATION AGREEMENT
by and among
CHENGHE ACQUISITION CO.,
SEMILUX INTERNATIONAL LTD.,
SEMILUX LTD.,
and
TAIWAN COLOR OPTICS, INC.
dated as of July 21, 2023
TABLE
OF CONTENTS
Page
Article I
CERTAIN DEFINITIONS |
3 |
|
|
|
1.1. |
Definitions |
3 |
|
1.2. |
Construction |
20 |
|
1.3. |
Knowledge |
20 |
|
|
|
|
Article II
TCO Restructuring |
21 |
|
|
|
2.1. |
TCO Restructuring |
21 |
|
2.2. |
Governing Documents of the Company |
21 |
|
2.3. |
Directors, Supervisors and Officers of the Company |
21 |
|
2.4. |
Termination of Certain Agreements |
21 |
|
2.5. |
Initial CayCo Shares |
21 |
|
2.6. |
Squeeze Out |
22 |
|
2.7. |
Taking of Necessary Action; Further Action |
22 |
|
|
|
|
Article III
Merger |
22 |
|
|
|
3.1. |
Merger |
22 |
|
3.2. |
Merger Closing |
22 |
|
3.3. |
Merger Effective Time |
22 |
|
3.4. |
Effects of the Merger |
22 |
|
3.5. |
Governing Documents of Merger Surviving Company |
23 |
|
3.6. |
Directors and Officers of Merger Surviving Company |
23 |
|
3.7. |
Effects of the Merger on the Share Capital of SPAC
and Merger Sub. |
23 |
|
3.8. |
Taking of Necessary Action; Further Action |
24 |
|
|
|
|
Article IV
Closing |
24 |
|
|
|
4.1. |
Closing |
24 |
|
4.2. |
Closing Deliverables |
25 |
|
4.3. |
Closing Statements |
25 |
|
4.4. |
Delivery of CayCo Subscription Shares, SPAC Exchange
Shares and SPAC Exchange Warrants |
26 |
|
4.5. |
Directors and Officers |
27 |
|
4.6. |
CayCo Governing Documents |
28 |
|
4.7. |
Certain Adjustments |
28 |
|
4.8. |
Fractional Shares |
28 |
|
4.9. |
SPAC Dissenter’s Right |
28 |
|
4.10. |
Withholding |
29 |
|
4.11. |
Tax Treatment |
29 |
|
|
|
|
Article V
REPRESENTATIONS AND WARRANTIES OF THE COMPANY, CayCo and Merger Sub |
30 |
|
|
|
5.1. |
Company Organization |
30 |
|
5.2. |
Subsidiaries |
30 |
|
5.3. |
CayCo and Merger Sub |
30 |
|
5.4. |
Due Authorization |
31 |
|
5.5. |
No Conflict |
32 |
|
5.6. |
Governmental Authorities; Approvals |
32 |
|
5.7. |
Capitalization of the Company |
33 |
|
5.8. |
Financial Statements |
33 |
|
5.9. |
Undisclosed Liabilities |
34 |
|
5.10. |
Litigation and Proceedings |
34 |
|
5.11. |
Legal Compliance |
35 |
|
5.12. |
Contracts; No Defaults |
35 |
|
5.13. |
Company Benefit Plans |
37 |
|
5.14. |
Labor Relations; Employees |
39 |
|
5.15. |
Taxes |
40 |
|
5.16. |
Brokers’ Fees |
42 |
|
5.17. |
Insurance |
42 |
|
5.18. |
Permits |
43 |
|
5.19. |
Equipment and Other Tangible Property |
43 |
|
5.20. |
Real Property |
43 |
|
5.21. |
Intellectual Property |
44 |
|
5.22. |
Privacy and Cybersecurity |
46 |
|
5.23. |
Environmental Matters |
46 |
|
5.24. |
Absence of Changes |
47 |
|
5.25. |
Registration Statement, Proxy Statement and Proxy Statement/Prospectus |
47 |
|
5.26. |
Top Customers and Top Vendors |
47 |
|
5.27. |
Absence of Certain Business Practices and Anti-corruption
Compliance |
48 |
|
5.28. |
Government Contracts; Government Grants |
49 |
|
5.29. |
Sufficiency of Assets |
49 |
|
5.30. |
Company Restructuring Documents |
49 |
|
5.31. |
Financial Assistance |
50 |
|
5.32. |
Company Related Parties |
50 |
|
5.33. |
Disclosure |
50 |
|
5.34. |
No Additional Representation or Warranties |
50 |
|
|
|
|
Article VI
REPRESENTATIONS AND WARRANTIES OF SPAC |
51 |
|
|
|
6.1. |
Company Organization |
51 |
|
6.2. |
SPAC Subsidiaries |
51 |
|
6.3. |
Due Authorization |
51 |
|
6.4. |
No Conflict |
52 |
|
6.5. |
Litigation and Proceedings |
52 |
|
6.6. |
SEC Filings |
52 |
|
6.7. |
Internal Controls; Listing; Financial Statements |
52 |
|
6.8. |
Governmental Authorities; Approvals |
53 |
|
6.9. |
Trust Account |
54 |
|
6.10. |
Investment Company Act; JOBS Act |
54 |
|
6.11. |
Absence of Changes |
54 |
|
6.12. |
No Undisclosed Liabilities |
54 |
|
6.13. |
Capitalization of SPAC |
55 |
|
6.14. |
Brokers’ Fees |
56 |
|
6.15. |
Business Activities |
56 |
|
6.16. |
NASDAQ Stock Market Quotation |
56 |
|
6.17. |
Registration Statement, Proxy Statement and Proxy Statement/Prospectus |
57 |
|
6.18. |
No Additional Representation or Warranties |
57 |
Article VII
COVENANTS |
57 |
|
|
|
7.1. |
Conduct of Business |
57 |
|
7.2. |
SPAC Conduct of Business |
60 |
|
7.3. |
Company Restructuring Documents |
61 |
|
7.4. |
Access |
62 |
|
7.5. |
Preparation and Delivery of Additional Company Financial
Statements |
62 |
|
7.6. |
Exclusivity |
63 |
|
7.7. |
No Solicitation by SPAC |
63 |
|
7.8. |
Preparation of Proxy Statement/Prospectus; Shareholders’
Meeting and Approvals |
64 |
|
7.9. |
Support of Transaction |
67 |
|
7.10. |
Regulatory Approvals; Other Filings |
67 |
|
7.11. |
Financing |
69 |
|
7.12. |
Employee Matters |
69 |
|
7.13. |
Post-Closing Directors and Officers of CayCo |
70 |
|
7.14. |
Indemnification and Insurance |
70 |
|
7.15. |
Section 16 Matters |
71 |
|
7.16. |
Trust Account Proceeds and Related Available Equity |
71 |
|
7.17. |
NASDAQ Listing |
72 |
|
7.18. |
SPAC Public Filings |
72 |
|
7.19. |
CayCo Securities Listing |
72 |
|
7.20. |
Tax Matters |
72 |
|
7.21. |
No Trading |
73 |
|
7.22. |
Affiliate Agreements |
73 |
|
7.23. |
Shareholder Litigation |
73 |
|
7.24. |
Notices of Certain Events |
73 |
|
7.25. |
Third Party Consents |
73 |
|
7.26. |
CayCo and Merger Sub |
74 |
|
|
|
|
Article VIII
CONDITIONS TO OBLIGATIONS |
74 |
|
|
|
8.1. |
Conditions to Obligations of SPAC and the Company Parties |
74 |
|
8.2. |
Conditions to Obligations of SPAC |
74 |
|
8.3. |
Conditions to the Obligations of the Company Parties |
75 |
|
|
|
|
Article IX
TERMINATION/EFFECTIVENESS |
76 |
|
|
|
9.1. |
Termination |
76 |
|
9.2. |
Effect of Termination |
76 |
|
|
|
|
Article X
MISCELLANEOUS |
77 |
|
|
|
10.1. |
Trust Account Waiver |
77 |
|
10.2. |
Waiver |
77 |
|
10.3. |
Notices |
78 |
|
10.4. |
Assignment |
78 |
|
10.5. |
Rights of Third Parties |
78 |
|
10.6. |
Expenses |
79 |
|
10.7. |
Governing Law; Jurisdiction |
79 |
|
10.8. |
Waiver of Jury Trial |
80 |
|
10.9. |
Company and SPAC Disclosure Letters |
80 |
|
10.10. |
Entire Agreement |
80 |
|
10.11. |
Amendments |
81 |
|
10.12. |
Publicity |
81 |
|
10.13. |
Severability |
81 |
|
10.14. |
Headings; Counterparts |
81 |
|
10.15. |
Enforcement |
81 |
|
10.16. |
Non-Recourse |
82 |
|
10.17. |
Non-Survival |
82 |
|
10.18. |
Legal Representation |
83 |
EXHIBITS
Exhibit A |
Form of Investor Rights Agreement |
Exhibit B |
Form of Lock-Up Agreement |
Exhibit C |
List of Company Shareholders |
Exhibit D |
Form of Plan of Merger |
Exhibit E |
Form of Amended and Restated Memorandum and Articles of Association of CayCo |
BUSINESS COMBINATION AGREEMENT
This Business Combination
Agreement, dated as of July 21, 2023 (as amended, restated, modified or supplemented in accordance with its terms, this
“Agreement”), is made and entered into by and among Chenghe Acquisition Co., a Cayman Islands exempted company
limited by shares (“SPAC”), SEMILUX INTERNATIONAL LTD., a Cayman Islands exempted company limited by shares
(“CayCo”), SEMILUX LTD. a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary
of CayCo, (“Merger Sub”) and Taiwan Color Optics, Inc., a company incorporated and in existence under the
laws of Taiwan with uniform commercial number of 25052644 (the “Company” and together with CayCo and Merger Sub,
the “Company Parties”). Each Company Party and SPAC will individually be referred to herein as a
“Party” and, collectively, as the “Parties.”
Recitals
WHEREAS, SPAC is a blank check
company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses;
WHEREAS, each of CayCo and
Merger Sub is a newly formed holding company and Merger Sub is a wholly owned subsidiary of CayCo, both of which were formed for the
sole purpose of effectuating the Business Combination (as defined below);
WHEREAS, CayCo and the Company
have delivered to SPAC an executed copy of the Phase I Restructuring Documents, and in accordance with applicable Laws, CayCo and the
Company will conduct and consummate the TCO Restructuring at least one (1) Business Day before the Closing Date;
WHEREAS, upon the terms and
subject to the conditions of this Agreement and in accordance with the applicable provisions of the Companies Act (As Revised) of the
Cayman Islands (the “Cayman Companies Act”), the Parties desire to enter into a business combination transaction whereby
immediately after the TCO Restructuring Closing and at the Merger Effective Time, Merger Sub will merge with and into SPAC, the separate
corporate existence of Merger Sub will cease and SPAC will be the surviving corporation and a wholly owned subsidiary of CayCo (the “Merger”),
and SPAC will change its name to “SEMILUX LTD.” (the “Business Combination”);
WHEREAS, for U.S. federal income
Tax (as defined below) purposes, the parties intend that (a) the TCO Restructuring, together with the Merger, qualifies as a transfer
of property described in Section 351 of the Code and Treasury Regulations thereunder, (b) the Merger qualifies as a “reorganization”
within the meaning of Section 368(a) of the Code (as defined below), and the Treasury Regulations (as defined below) promulgated
thereunder, (c) the SPAC Class B Conversion qualifies as a “reorganization” under Section 368(a)(1)(E) of
the Code and the Treasury Regulations promulgated thereunder, and (d) this Agreement is and is hereby adopted as a “plan of
reorganization” within the meaning of Sections 354, 361 and 368 of the Code and Treasury Regulations Sections 1.368-2(g) and
1.368-3(a) (the “Intended Tax Treatment”);
WHEREAS, the SPAC Board has
approved this Agreement and the documents contemplated hereby and the transactions contemplated hereby and thereby, declared it advisable
for SPAC to enter into this Agreement and the other documents contemplated hereby and recommended the approval of this Agreement by the
SPAC Shareholders;
WHEREAS, the Company Board
(as defined below) has (i) determined that it is advisable for the Company to enter into this Agreement and the documents contemplated
hereby, (ii) approved the execution and delivery of this Agreement and the documents contemplated hereby and the transactions contemplated
hereby and thereby, and (iii) recommended the adoption and approval of this Agreement and the other documents contemplated hereby
and the transactions contemplated hereby and thereby by the Company Shareholders (as defined below);
WHEREAS, the respective boards
of directors of each of CayCo and Merger Sub have (i) determined that it is advisable for CayCo and Merger Sub to enter into this
Agreement and the documents contemplated hereby, (ii) approved the execution and delivery of this Agreement and the documents contemplated
hereby and the transactions contemplated hereby and thereby, and (iii) recommended the adoption and approval of this Agreement and
the other documents contemplated hereby and the transactions contemplated hereby and thereby by their respective shareholders;
WHEREAS, in furtherance of
the Merger and the TCO Restructuring, and in accordance with the terms hereof, SPAC shall provide an opportunity to its shareholders
to have their outstanding SPAC Ordinary Shares redeemed on the terms and subject to the conditions set forth in this Agreement and the
SPAC Articles (as defined below) in connection with the SPAC Transaction Proposals (as defined below);
WHEREAS, CayCo, as sole shareholder
of Merger Sub, has approved and adopted this Agreement and the documents contemplated hereby and the transactions contemplated hereby
and thereby;
WHEREAS, as a condition and
inducement to SPAC’s willingness to enter into this Agreement, simultaneously with the execution and delivery of this Agreement,
the Requisite Company Shareholders have each executed and delivered to SPAC a Company Holders Support Agreement (as defined below), pursuant
to which the Requisite Company Shareholders have agreed, among other things, (i) to vote (or to approve by means of a written consent
of the shareholders of the Company) in favor of the adoption and approval, as soon as reasonably practicable, but in no event later than
thirty (30) Business Days after the date of this Agreement, of this Agreement and the other documents contemplated hereby and the transactions
contemplated hereby and thereby, (ii) to comply with, implement and consummate the TCO Restructuring contemplated under the Phase
I Restructuring Documents and will sign the Phase I Restructuring Documents and consummate the TCO Restructuring in accordance with the
terms and condition thereof, and (iii) to grant certain waivers and consents in connection herewith and therewith pursuant to the
Company’s Governing Documents;
WHEREAS, as a condition and
inducement to the Company’s willingness to enter into this Agreement, simultaneously with the execution and delivery of this Agreement,
the Sponsor (as defined below) has executed and delivered to the Company the Sponsor Support Agreement (as defined below), pursuant
to which the Sponsor has agreed to, among other things, vote to adopt and approve this Agreement and the other documents contemplated
hereby and the transactions contemplated hereby and thereby;
WHEREAS, prior to the Closing
Date, the PIPE Investors (as defined below) will enter into the Subscription Agreements (as defined below), pursuant to which the PIPE
Investors will commit to purchase CayCo Ordinary Shares from CayCo, as specified therein immediately prior to or concurrently with the
Merger Effective Time;
WHEREAS, at the Closing (as
defined below), CayCo shall enter into an Investor Rights Agreement (the “Investor Rights Agreement”) with SPAC, the
Sponsor and certain shareholders of CayCo, substantially in the form attached hereto as Exhibit A (with such changes as may
be agreed in writing by SPAC and the Company), which shall be effective as of the Closing;
WHEREAS, at the Closing, CayCo,
SPAC and each of the Company Shareholders (as defined below) shall enter into a Lock-Up Agreement (the “Lock-Up Agreement”)
substantially in the form attached hereto as Exhibit B (with such changes as may be agreed in writing by SPAC and the Company),
which shall be effective as of the Closing;
WHEREAS, as of immediately
following the consummation of the Closing, the Parties anticipate that CayCo will qualify as a “foreign private issuer” pursuant
to Rule 3b-4 of the Exchange Act (as defined below); and
NOW, THEREFORE, in consideration
of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement and intending to
be legally bound hereby, SPAC and the Company Parties agree as follows:
Article I
CERTAIN DEFINITIONS
1.1. Definitions.
As used herein, the following terms shall have the following meanings:
“Acquisition Proposal”
means, as to any Person, other than the Transactions, the TCO Restructuring and other than the acquisition or disposition of equipment
or other tangible personal property in the ordinary course of business, any offer or proposal relating to: (a) any acquisition or
purchase, direct or indirect, of (i) 10% or more of the consolidated assets of such Person and its Subsidiaries, or (ii) 10%
or more of any class of equity or voting securities of (x) such Person or (y) one or more Subsidiaries of such Person holding
assets constituting, individually or in the aggregate, 10% or more of the consolidated assets of such Person and its Subsidiaries; (b) any
tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in any Person beneficially owning 10%
or more of any class of equity or voting securities of (i) such Person, or (ii) one or more Subsidiaries of such Person holding
assets constituting, individually or in the aggregate, 10% or more of the consolidated assets of such Person and its Subsidiaries; or
(c) a merger, consolidation, share exchange, business combination, share offering (including any public offering), sale of substantially
all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving (i) such Person
or (ii) one or more Subsidiaries of such Person holding assets constituting, individually or in the aggregate, 10% or more of the
consolidated assets of such Person and its Subsidiaries, in each case of sub-clause (c), pursuant to which any Person acquires 10% or
more of any class of equity or voting securities of such Person or of such Subsidiaries.
“Action”
means any charge, claim, action, complaint, petition, prosecution, audit, investigation, appeal, suit, litigation, injunction, writ,
order, arbitration or other similar proceeding initiated or conducted by a mediator, arbitrator or Governmental Authority, whether administrative,
civil, regulatory or criminal, and whether at law or in equity, or otherwise under any applicable Law.
“Affiliate”
means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common
control with, such specified Person, whether through one or more intermediaries or otherwise. The term “control” (including
the terms “controlling,” “controlled by” and “under common control with”) means
the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by Contract or otherwise; provided, that, notwithstanding anything to the contrary
herein, in no event shall any investment fund or portfolio company controlling, controlled by or under common control with the Sponsor
be deemed an Affiliate of the Company or SPAC.
“Affiliate Agreements”
has the meaning specified in Section 5.12(a)(vi).
“Aggregate Fully Diluted
Company Shares” means, without duplication, the aggregate number of Company Shares that are (i) issued and outstanding
or (ii) issuable upon, or subject to the consummation of any PIPE Investment, if any.
“Agreement”
has the meaning specified in the Preamble hereto.
“Agreement End Date”
has the meaning specified in Section 9.1(b).
“Ancillary Agreements”
has the meaning specified in Section 10.10.
“Audited Financial
Statements” has the meaning specified in Section 5.8(a).
“Base Equity Value”
means US$380,000,000.
“Bid” has
the meaning specified in Section 5.28(a).
“Business Combination”
has the meaning specified in Article 1.1 of the SPAC Articles.
“Business Combination
Proposal” means any offer, inquiry, proposal or indication of interest (whether written or oral, binding or non-binding, and
other than an offer, inquiry, proposal or indication of interest with respect to the Transactions or the TCO Restructuring), relating
to a Business Combination.
“Business Day”
means a day on which commercial banks are open for business in New York, U.S., the Cayman Islands, Taiwan and Hong Kong, except
a Saturday, Sunday or public holiday (gazetted or ungazetted and whether scheduled or unscheduled).
“CAA” means
the Consolidated Appropriations Act, 2021.
“CARES Act”
means the Coronavirus Aid, Relief, and Economic Security Act and any similar or successor legislation, including any presidential memoranda
or executive orders, relating to the COVID-19 pandemic, as well as any applicable guidance issued thereunder or relating thereto.
“CayCo”
has the meaning specified in the Preamble hereto.
“CayCo Board”
means the board of directors of CayCo.
“CayCo Cap Table”
has the meaning specified in Section 2.1(b).
“CayCo Ordinary Shares”
means the ordinary shares, with par value of US$0.0001 per share, of CayCo.
“CayCo Private Warrant”
means each one (1) warrant of CayCo entitling the holder thereof to purchase one (1) CayCo Ordinary Share on substantially
the same terms and conditions.
“CayCo Public Warrant”
means each one (1) warrant of CayCo entitling the holder thereof to purchase one (1) CayCo Ordinary Share on substantially
the same terms and conditions.
“CayCo Subscription
Shares” has the meaning specified in Section 2.1(a).
“CayCo Warrants”
means the CayCo Private Warrants and CayCo Public Warrants, collectively.
“Cayman Companies
Act” has the meaning specified in the Recitals hereto.
“Cayman Registrar”
has the meaning specified in Section 3.3.
“Change in Recommendation”
has the meaning specified Section 7.8(b)(ii).
“Closing”
has the meaning specified in Section 3.2.
“Closing Calculation”
has the meaning specified in Section 2.1(b).
“Closing Company Audited
Financial Statements” has the meaning specified in Section 7.5.
“Closing Date”
has the meaning specified in Section 4.1(a).
“Closing Statements”
has the meaning specified in Section 4.3(a)(ii).
“Code” means
the Internal Revenue Code of 1986, as amended.
“Company”
has the meaning specified in the Preamble hereto.
“Company Acquisition”
means the purchase and acquisition of the Company Shares by CayCo in accordance with the Company Restructuring Documents at the TCO Restructuring
Closing.
“Company Acquisition
Percentage” means a number, expressed as a percentage, calculated by dividing (x) the number of Aggregate Fully
Diluted Company Shares owned by CayCo immediately after the TCO Restructuring Closing by (y) the Aggregate Fully Diluted Company
Shares at such time.
“Company Benefit Plan”
has the meaning specified in Section 5.13(a).
“Company Board”
means the board of directors of the Company.
“Company Board Recommendation”
has the meaning specified in Section 7.8(c)(ii).
“Company Closing Certificate”
has the meaning specified in Section 4.3(a)(i).
“Company Common Shares”
has the meaning specified in Section 5.7(a).
“Company Disclosure
Letter” has the meaning specified in the introduction to Article V.
“Company Fundamental
Representations” means the representations and warranties made pursuant to the first and second sentences of Section 5.1
(Company Organization), Section 5.2 (Subsidiaries), Section 5.3 (CayCo and Merger Sub),
Section 5.4 (Due Authorization), Section 5.5 (No Conflict), Section 5.6 (Governmental
Authorities; Approvals), Section 5.7 (Capitalization of the Company), and Section 5.16 (Brokers’
Fees).
“Company Holders”
has the meaning specified in Section 1.1 of the Company Disclosure Letter.
“Company Holders Support
Agreement” means that certain support agreement, dated as of the date hereof, by and among each of the Requisite Company Shareholders,
SPAC, CayCo and the Company, as amended or modified from time to time.
“Company Intellectual
Property” has the meaning specified in Section 5.21(a).
“Company Material
Adverse Effect” means any event, state of facts, development, circumstance, occurrence or effect (collectively, “Events”)
that (i) has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business,
assets, results of operations or condition of the Group or (ii) does or would reasonably be expected to, individually or in the
aggregate, prevent or materially delay the ability of the Company Parties to consummate the Merger; provided, however,
that, solely in the case of the foregoing clause (i), in no event would any of the following, alone or in combination, be deemed to constitute,
or be taken into account in determining whether there has been or will be, a “Company Material Adverse Effect”: (a) any
change in applicable Laws or GAAP or any interpretation thereof following the date of this Agreement; (b) any change in interest
rates or economic, political, business or financial market conditions generally; (c) any natural disaster (including hurricanes,
storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), pandemic; (d) any acts of terrorism or war,
the outbreak or escalation of hostilities; (e) the announcement of this Agreement and consummation of the Transactions, including
any termination of, reduction in or similar adverse impact (but in each case only to the extent attributable to such announcement or
consummation) on relationships, contractual or otherwise, with any landlords, customers, suppliers or employees of the Group (it being
understood that this clause (e) shall be disregarded for purposes of the representations and warranties set forth in Sections 5.5,
5.12(a)(viii) and 5.13(f) and, in each case, the condition to Closing with respect thereto); (f) the taking
of any action by the Company that is expressly required by this Agreement or (i) any action taken by, or at the written request
of, SPAC; provided, further, that any Event referred to in clauses (a), (b), (c) or (d) above may be taken
into account in determining if a Company Material Adverse Effect has occurred to the extent it has a disproportionate and adverse effect
on the business, assets, results of operations or condition (financial or otherwise) of the Group, relative to similarly situated companies
in the industry in which the Group conduct its operations.
“Company Parties”
has the meaning specified in the Preamble hereto.
“Company Registered
Intellectual Property” has the meaning specified in Section 5.21(a).
“Company Restructuring
Documents” means (i) the TCO Equity Reorganization Agreement (股權重組協議),
(ii) the Deed of Share Sale and Purchase (股權買賣契約書),
(iii) SemiLux Subscription Agreement, and (iv) all other related contracts, agreements, side letters and ancillary documents
relating to the TCO Restructuring.
“Company Security
Documents” has the meaning specified in Section 5.19(b).
“Company Shareholder”
means a direct holder of any Company Share issued and outstanding.
“Company Shareholder
Approval” means the vote of holders of Company Shares required to approve the Company Transaction Proposals, as determined
in accordance with applicable Law and the Company’s Governing Documents.
“Company Shareholders
Subscription” has the meaning specified in Section 2.1(a).
“Company Shares”
means any share in the capital of the Company, including the Company Common Shares.
“Company Transaction
Expenses” means the out-of-pocket fees, costs, expenses, commissions or other amounts, incurred, paid or otherwise payable
by the Company Parties (whether or not billed or accrued for) to the extent resulting from or in connection with the negotiation, documentation,
preparation, execution or performance of this Agreement, the consummation of the Transactions and/or the process by which the Company
solicited, discussed and negotiated strategic alternatives, including (i) all fees, costs, expenses, brokerage fees, commissions,
finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other
advisors and service providers; (ii) the cost of the D&O Tail; (iii) the filing fees incurred in connection with filing
the Registration Statement, the Proxy Statement or the Proxy Statement/Prospectus under Section 7.8(a), (iv) fifty percent
(50%) of the filing fees incurred in connection with making any filings with Governmental Authorities under Section 7.10
(except where the Company shall bear 100% of all costs and fees in relation to the Taiwan IC Approval), and (v) fifty percent (50%)
of all fees and costs in relation to SPAC Extension.
“Company Transaction
Proposals” means (i) the adoption of this Agreement and approval of the Transactions and the TCO Restructuring, (ii) the
withdrawal of the public reporting status as a Taiwan Public Company, (iii) the amendment and restatement of the Company’s
Governing Documents, with respect to the withdrawal of the public reporting status as a Taiwan Public Company, and (iv) the adoption
and approval of each other proposal reasonably agreed to by SPAC and the Company as necessary or appropriate in connection with the consummation
of the Transactions and the TCO Restructuring.
“Contracting Parties”
has the meaning specified in Section 10.16.
“Contracts”
means any contract, agreement, instrument, option, lease, license, sales and purchase order, warranty, note, bond, mortgage, indenture,
obligation, commitment, binding application, arrangement or understanding, whether written or oral, express or implied, in each case
as amended and supplemented from time to time.
“Copyleft License”
means any license that requires or purports to require, as a condition of use, the modification and/or distribution, conveyance or availability
of software subject to such license, that such software subject to such license, or other software incorporated into, derived from, or
used, embedded, combined or distributed with such software subject to such license (i) in the case of software, be made available
or distributed in a form other than binary (e.g., source code form), (ii) be licensed for the purpose of preparing derivative works,
(iii) be licensed under terms that allow the Company’s or any Subsidiary of the Company’s products, services or portions
thereof or interfaces therefor to be reverse-engineered, reverse-assembled or disassembled (other than by operation of Law), or (iv) be
licensed in a redistributable manner at no license fee. By way of example and not limitation, Copyleft Licenses include the GNU General
Public License, the GNU Lesser General Public License, the GNU Affero General Public License, the Mozilla Public License, the Common
Development and Distribution License, the Eclipse Public License and all Creative Commons “sharealike” licenses.
“COVID-19”
means SARS CoV-2 or COVID-19, and any evolutions thereof.
“D&O Tail”
has the meaning specified in Section 7.14(b).
“Data Room”
has the meaning specified in Section 1.2(a).
“Disclosure Letter”
means, as applicable, either the Company Disclosure Letter or the SPAC Disclosure Letter or, if the context so requires, both the Company
Disclosure Letter and the SPAC Disclosure Letter.
“Dollars”
or “US$” means lawful money of the United States.
“Employment Agreements”
means any employment agreements entered into by and between the Company and the employees of the Company set forth in Section 8.2(f) of
the Company Disclosure Letter in forms and substance to be agreed to by SPAC, the Company and the relevant employee between the date
of execution of this Agreement and Closing and to become effective upon the Closing.
“Environmental Laws”
means any and all Laws (including common law) or other legally enforceable requirement regulating, relating to or imposing liability
or standards of conduct concerning protection of the environment (including flora, fauna and their habitat), natural resources or human
health, including employee health and safety or prevention and control of pollution (including the use, storage, emission, disposal or
release of, or exposure to, Hazardous Materials).
“ERISA”
has the meaning specified in Section 5.13(a).
“ERISA Affiliate”
means any Affiliate or business, whether or not incorporated, that together with the Company would be deemed to be a “single employer”
within the meaning of Section 414(b), (c), (m) or (o) of the Code.
“Exchange Act”
means the Securities Exchange Act of 1934, as amended.
“Exchange Agent”
has the meaning specified in Section 4.4(a).
“Export Approvals”
has the meaning specified in Section 5.11(b).
“Financial Assistance”
has the meaning specified in Section 5.31.
“Financial Statements”
has the meaning specified in Section 5.8(a).
“GAAP” means
generally accepted accounting principles in the United States as in effect from time to time, consistently applied.
“Governing Documents”
means the legal document(s) by which any Person (other than an individual) establishes its legal existence or which govern its internal
affairs. For example, the “Governing Documents” of an exempted company incorporated in the Cayman Islands are its certificate
of incorporation, memorandum and articles of association, shareholders agreement or similar organizational documents, in each case, as
amended or restated; the “Governing Documents” of a limited partnership are its limited partnership agreement and certificate
of registration, the “Governing Documents” of a limited liability company incorporated in the Cayman Islands are its limited
liability company agreement and certificate of registration; the “Governing Documents” of a Taiwan company are its company
registration card, articles of incorporation and bylaws.
“Government Contract”
has the meaning specified in Section 5.28(a).
“Governmental Approval”
has the meaning specified in Section 5.6.
“Governmental Authority”
means any federal, state, provincial, municipal, local, foreign, multinational, supra-national, government or governmental authority
or regulatory body thereof, or political subdivision thereof, or any commission, department, board, bureau, agency, instrumentality or
authority thereof, any court, tribunal, arbitrator, arbitration panel or similar judicial body or any self-regulatory organization.
“Governmental Grant”
means any grant, incentive, subsidy, award, loan, participation, exemption, status, cost sharing arrangement, reimbursement arrangement
or other benefit, relief or privilege provided or made available by or on behalf of or under the authority of any Governmental Authority
in the PRC or any other Governmental Authority.
“Governmental Order”
means any order, judgment, injunction, decree, writ, stipulation, determination, assessment or award (including any arbitration award),
in each case, entered by or with any Governmental Authority.
“Group”
means the Company (including its branches).
“Hazardous Material”
means any (i) pollutant, contaminant, chemical, (ii) industrial, solid, liquid or gaseous toxic or hazardous substance, material
or waste, (iii) petroleum or any fraction or product thereof, (iv) asbestos or asbestos-containing material, (v) polychlorinated
biphenyl, (vi) chlorofluorocarbons, and (vii) other substance, material or waste, in each case, which are regulated under any
Environmental Law or as to which liability may be imposed pursuant to Environmental Law.
“Hong Kong”
means the Hong Kong Special Administrative Region of the PRC.
“Indebtedness”
means, with respect to any Person, without duplication, any obligations, contingent or otherwise, in respect of (i) the principal
of and premium (if any) in respect of all indebtedness for borrowed money, including accrued interest and any per diem interest accruals,
(ii) the principal and interest components of capitalized lease obligations under GAAP, (iii) amounts drawn (including any
accrued and unpaid interest) on letters of credit, bank guarantees, bankers’ acceptances and other similar instruments (solely
to the extent such amounts have actually been drawn), (iv) the principal of and premium (if any) in respect of obligations evidenced
by bonds, debentures, notes and similar instruments, (v) the termination value of interest rate protection agreements and currency
obligation swaps, hedges or similar arrangements (without duplication of other indebtedness supported or guaranteed thereby), (vi) the
principal component of all obligations to pay the deferred and unpaid purchase price of property and equipment which have been delivered,
including “earn outs” and “seller notes,” whether or not contingent and regardless of when due, calculated as
the maximum amount payable under or pursuant to such obligation, (vii) accrued severance obligations arising with respect to the
termination of employment or service of any current or former employee or individual service provider, or otherwise in connection with
a reduction in force, in each case, together with the employer’s portion of all payroll, employment and similar Taxes in connection
with such amounts (determined without regard to any ability of the Group to defer such Taxes under the CARES Act), (viii) breakage
costs, prepayment or early termination premiums, penalties, or other fees or expenses payable as a result of the consummation of the
Transactions and the TCO Restructuring in respect of any of the items in the foregoing clauses (i) through (vii), and (ix) all
Indebtedness of another Person referred to in clauses (i) through (viii) above guaranteed directly or indirectly, jointly
or severally.
“Independent Director”
has the meaning specified in Section 7.13(a).
“Initial CayCo Shareholders”
means the founders of the Company, Lucidity Investments Global Ltd., Clariscope Ventures Group Ltd., Monilux Global Group Ltd., and Vienna
Management Holdings Ltd.
“Intellectual Property”
means any and all right, title and interest in or to any intellectual or industrial property, in any jurisdiction, including the following:
(i) registered and unregistered patents and patent applications, and all continuations, continuations-in-part, divisionals,
reissues, re-examinations, substitutions, and extensions thereof, and any invention disclosures; (ii) registered and unregistered
or common law trademarks, logos, service marks, trade dress and trade names, slogans and other source identifiers, pending applications
therefor, rights of publicity, social and mobile media identifiers and internet domain names, together with the goodwill of the Group
or its businesses symbolized by or associated with any of the foregoing; (iii) copyrights and works of authorship, whether or not
copyrightable, and all registrations and applications for registration of any of the foregoing, including such corresponding rights in
software, databases and other data compilations; (iv) rights in World Wide Web addresses, URLs, and domain names; and (v) trade
secrets, know-how, methods, processes, data, specifications, formulae, algorithms, and other confidential and proprietary information
and all rights therein.
“Intended Tax Treatment”
has the meaning specified in the Recitals hereto.
“Interim Financial
Statements” has the meaning specified in Section 5.8(a).
“Interim Period”
has the meaning specified in Section 7.1.
“International Trade
Laws” means all Laws relating to the import, export, re-export, deemed export, deemed re-export, or transfer of information,
data, know-how, services, goods, and technology, or economic sanctions or anti-boycotts, including, but not limited to, the Import and
Export Order (Control of Dual Use Goods, Services and Technology Exports): 2006, Export Administration Regulations administered by the
United States Department of Commerce, the International Traffic in Arms Regulations administered by the United States Department of State,
customs and import Laws administered by United States Customs and Border Protection, any other export or import controls administered
by an agency of the United States government, the anti-boycott regulations administered by the United States Department of Commerce and
the United States Department of the Treasury, and other Laws adopted by Governmental Authorities of other countries relating to the same
subject matter as the Laws described above.
“Intervening Event”
means any material change, event, circumstance, occurrence, effect, development or state of facts that was not known or reasonably foreseeable
to the SPAC or any member of the SPAC Board as of the date hereof and that becomes known to the SPAC or any member of the SPAC Board
after the date hereof and prior to the receipt of the SPAC Shareholder Approval; provided, however, that (a) any change
in the price or trading volume of the SPAC Ordinary Shares and (b) any change, event, circumstance, occurrence, effect, development
or state of facts that is excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected
to occur pursuant to clauses (a), (b), (c), (d), and (f) of the definition thereof (other than as expressly contemplated by the
final proviso to the definition of Company Material Adverse Effect) shall be excluded for purposes of determining whether an Intervening
Event has occurred.
“Investment
Company Act” means the Investment Company Act of 1940, as amended.
“Investor Rights Agreement”
has the meaning specified in the Recitals hereto.
“IT Systems”
means all hardware, software, databases, code, systems, networks, websites, applications, circuits, routers and all other computer and
information technology assets used in the conduct of the business of the Group.
“JOBS Act”
has the meaning specified in Section 6.7(a).
“Law” means
any statute, law, ordinance, rule, regulation, directive or Governmental Order, in each case, of any Governmental Authority.
“Leased Real Property”
means all real property leased, licensed, subleased or otherwise used or occupied (except for Owned Land) by the Group.
“Legal Proceedings”
has the meaning specified in Section 5.10.
“Lien” means
all liens (statutory or other), mortgages, deeds of trust, pledges, hypothecations, assignment, deposit arrangement, encumbrances, charges,
security interests, options, leases, subleases, restrictions, claims, encumbrances, easements, servitudes, preemptive rights, rights
of first offer or refusal, transfer restrictions or other similar liens or encumbrances or any preferences, priorities or other agreements
or preferential arrangements of any kind, whether consensual, statutory or otherwise.
“Lock-Up Agreement”
has the meaning specified in the Recitals hereto.
“Merger”
has the meaning specified in the Recitals hereto.
“Merger Effective
Time” has the meaning specified in Section 3.3.
“Merger Sub”
has the meaning specified in the Preamble hereto.
“Merger Surviving
Company” has the meaning specified in Section 3.1(b).
“Multiemployer Plan”
has the meaning specified in Section 5.13(c).
“NASDAQ”
has the meaning specified in Section 6.7(c).
“New Equity Incentive
Plan” means a new equity incentive plan to be adopted in connection with the transactions contemplated hereunder for the purpose
of granting or issuing equity incentive compensation to employees and other service providers of the Group.
“Non-U.S. Plan”
means any Company Benefit Plan maintained, sponsored or contributed to (or required to be contributed to) by the Group or pursuant to
which the Group has or may have any liabilities outside of the United States primarily for the benefit of employees, consultants or individual
independent contractors primarily working or engaged in a jurisdiction other than the United States, other than any agreement, arrangement,
plan, policy or program maintained by or required to be maintained by a Governmental Authority.
“Nondisclosure Agreement”
has the meaning specified in Section 10.10.
“Nonparty Affiliates”
has the meaning specified in Section 10.16.
“Offer Documents”
has the meaning specified in Section 7.8(a)(i).
“Open Source License”
means any license meeting the Open Source Definition (as promulgated by the Open Source Initiative) or the Free Software Definition (as
promulgated by the Free Software Foundation), or any substantially similar license, including any license approved by the Open Source
Initiative or any Creative Commons License. “Open Source Licenses” shall include Copyleft Licenses.
“Open Source Materials”
means any software subject to an Open Source License.
“Option”
means an option to purchase Company Common Shares granted to an employee, director, independent contractor or other service provider
of the Group, if any.
“Owned Land”
has the meaning specified in Section 5.20(b).
“Party”
has the meaning specified in the Preamble hereto.
“PCAOB”
means the Public Company Accounting Oversight Board.
“Permits”
means any approvals, authorizations, consents, licenses, registrations, permits or certificates of a Governmental Authority.
“Permitted Liens”
means (i) mechanic’s, materialmen’s and similar Liens arising in the ordinary course of business with respect to any
amounts (A) not yet due and payable or which are being contested in good faith through (if then appropriate) appropriate proceedings
and (B) for which adequate accruals or reserves have been established in accordance with GAAP, (ii) Liens for Taxes (A) not
yet due and payable or which are being contested in good faith through appropriate proceedings and (B) for which adequate accruals
or reserves have been established in accordance with GAAP, (iii) defects or imperfections of title, easements, encroachments, covenants,
rights-of-way, conditions, matters that would be apparent from a physical inspection or current, accurate survey of such real property,
restrictions and other similar charges or encumbrances that do not materially impair the value or materially interfere with the present
use of the Leased Real Property, (iv) with respect to any Leased Real Property (A) the interests and rights of the respective
lessors with respect thereto, including any statutory landlord liens and any Lien thereon, (B) any Lien permitted under the Real
Property Lease, and (C) any Liens encumbering the Owned Land of which the Leased Real Property is a party, (v) zoning, building,
entitlement and other land use and environmental regulations promulgated by any Governmental Authority that do not materially interfere
with the current use of, or materially impair the value of, the Leased Real Property, (vi) non-exclusive licenses of Intellectual
Property entered into in the ordinary course of business consistent with past practice, (vii) ordinary course purchase money Liens
and Liens securing rental payments under operating or capital lease arrangements for amounts not yet due or payable, (viii) other
Liens arising in the ordinary course of business and not incurred in connection with the borrowing of money and on a basis consistent
with past practice in connection with workers’ compensation, unemployment insurance or other types of social security, (ix) reversionary
rights in favor of landlords under any Real Property Leases with respect to any of the buildings or other improvements owned by the Group
and (x) all other Liens that do not, individually or in the aggregate, materially impair the use, occupancy or value of the applicable
assets of the Group.
“Person”
means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture,
joint share company, Governmental Authority or instrumentality or other entity of any kind.
“Personal Information”
means information that: (i) alone or in combination with other information, relates to, could reasonably be linked with, identifies
or is reasonably capable of allowing the identification of or contact with an particular person or household or device; (ii) is
defined as “personal data,” “personal information,” “personally identifiable information,” “personal
health information” or “PII” or any similar term by Law; or (iii) is otherwise regulated by applicable Laws that
cover personal information, personal data, personal health data, financial information, device and transaction identifiers, or similar
terms.
“Personal Information
Laws and Policies” has the meaning specified in Section 5.22(a).
“PFIC” has
the meaning specified in Section 7.20(b).
“Phase I IC Approval”
means the Taiwan IC Approval in connection with CayCo acquiring 60% of the Aggregate Fully Diluted Company Shares from the Company Shareholders
listed in Section 1.1 of the Company Disclosure Letter in accordance with the Company Restructuring Documents.
“Phase I Restructuring
Documents” means the Company Restructuring Documents signed and delivered in connection with CayCo acquiring 60% of the Aggregate
Fully Diluted Company Shares from the Company Shareholders listed in Section 1.1 of the Company Disclosure Letter.
“Phase II IC Approval”
means the Taiwan IC Approval in connection with CayCo acquiring the Aggregate Fully Diluted Company Shares (other than the Company Shares
covered under Phase I Restructuring Documents) from the Company Shareholders listed in Section 1.1 of the Company Disclosure Letter
in accordance with the Company Restructuring Documents.
“Phase II Restructuring
Documents” means the Company Restructuring Documents signed and delivered in connection with CayCo acquiring the Aggregate
Fully Diluted Company Shares (other than the Company Shares covered under Phase I Restructuring Documents) from the Company Shareholders
listed in Section 1.1 of the Company Disclosure Letter.
“PIPE Investment”
means the purchase of CayCo Ordinary Shares pursuant to the Subscription Agreements or any other purchase agreements as may be agreed
by SPAC and the Company from time to time.
“PIPE Investors”
means those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements.
“Plan of Merger”
has the meaning specified in Section 3.3.
“PRC” means
People’s Republic of China but, solely for the purposes of this Agreement, excluding Hong Kong, the Macau Special Administrative
Region and Taiwan.
“PRC Investment Approval”
means the prior approval issued by the Investment Commission, the Ministry of Economic Affairs of Taiwan for the investment in Taiwan
by any PRC Investor.
“PRC Investment Restriction”
means the investment restrictions imposed by Taiwan Governmental Authorities with respect to a PRC Investor’s investment in Taiwan,
as further provided under Taiwan’s Regulations Governing Investments by PRC Nationals.
“PRC Investor”
means (i) any PRC National, or (ii) any Third-Area Company owned or controlled by PRC National(s) whereby the capital
contributed or shares held directly or indirectly by PRC National(s) in aggregate exceed 30% of total amount of capital or the total
number of shares of such Third-Area Company, or such Third-Area Company is controlled by PRC National(s), as further defined under Taiwan’s
Regulations Governing Investments by PRC Nationals.
“PRC National”
means any individual, juristic person, organization or any other institution of the PRC.
“Privacy Policies”
has the meaning specified in Section 5.22(a).
“Processing”
has the meaning specified in Section 5.22(a).
“Proxy Statement”
has the meaning specified in Section 7.8(a)(i).
“Proxy Statement/Prospectus”
has the meaning specified in Section 7.8(a)(i).
“Real Property Leases”
has the meaning specified in Section 5.20(a)(iii).
“Registration Statement”
means the Registration Statement on Form F-4, or other appropriate form, including any pre-effective or post-effective amendments
or supplements thereto, to be filed with the SEC by CayCo under the Securities Act with respect to the Registration Statement Securities.
“Registration Statement
Securities” has the meaning specified in Section 7.8(a)(i).
“Regulatory Approvals”
has the meaning specified in Section 7.10(a).
“Related Party”
means (a) any member, shareholder or equity interest holder who, together with its Affiliates, directly or indirectly holds no less
than 5% of the total outstanding share capital of the Group, and (b) any director or officer of the Group, in each case of clauses
(a) and (b), excluding the Group.
“Remaining Company
Shareholders” means the Company Shareholders other than CayCo after consummation of the TCO Restructuring.
“Representatives”
of a Person means, collectively, officers, directors, employees, members, partners, attorneys, accountants, consultants, agents, financial
advisors, financing sources and potential co-investors of such Person or its Affiliates.
“Requisite Company
Shareholders” has the meaning specified in Section 1.1 of the Company Disclosure Letter.
“Sanctioned Country”
means, at any time, a country or territory which is itself the subject or target of any country-wide or territory-wide Sanctions Laws
(including, at the time of this Agreement, the Crimea region, Cuba, Iran, Lebanon, North Korea, Syria, the so-called Donetsk People’s
Republic (as defined and construed in the applicable Sanctions Laws), the so-called Luhansk People’s Republic (as defined and construed
in the applicable Sanctions Laws) and Russia).
“Sanctioned Person”
means any Person that is the target of Sanctions Laws, including (i) any Person identified in any sanctions-related list of designated
Persons maintained by: (a) the United States Department of the Treasury’s Office of Foreign Assets Control, the United States
Department of Commerce, Bureau of Industry and Security, or the United States Department of State; (b) His Majesty’s Treasury
of the United Kingdom; (c) any committee of the United Nations Security Council; (d) the European Union; (e) any
other applicable sanctions authority; (ii) any Person located, organized, or resident in, organized in, or a Governmental Authority
or government instrumentality of, any Sanctioned Country; and (iii) any Person directly or indirectly owned or controlled by, or
acting for the benefit or on behalf of, a Person described in clause (i) or (ii), either individually or in the aggregate.
“Sanctions Laws”
means any trade, economic and/or financial sanctions Laws, list-based measures, embargoes or restrictions administered, enacted or enforced
from time to time by (i) the United States (including the Department of the Treasury’s Office of Foreign Assets Control, the
United States Department of Commerce or the United States Department of State), (ii) the European Union and enforced by its member
states, (iii) the United Nations, (iv) His Majesty’s Treasury of the United Kingdom, (v) the PRC or (vi) any
other applicable sanctions authority.
“Sarbanes-Oxley Act”
means the Sarbanes-Oxley Act of 2002.
“SEC” means
the United States Securities and Exchange Commission.
“Securities”
has the meaning specified in Section 5.7(c).
“Securities Act”
means the Securities Act of 1933, as amended.
“Shareholder Litigation”
has the meaning specified in Section 7.23.
“SPAC” has
the meaning specified in the Preamble hereto.
“SPAC Articles”
means the Amended and Restated Memorandum and Articles of Association of SPAC, adopted pursuant to a special resolution passed on April 27,
2022 and as may be amended from time to time.
“SPAC Board”
means the board of directors of SPAC.
“SPAC Board Recommendation”
has the meaning specified Section 7.8(b)(i).
“SPAC Class A
Ordinary Shares” means the Class A ordinary shares, par value US$0.0001 per share, of SPAC.
“SPAC Class B
Conversion” has the meaning specified in specified Section 3.7(a)(ii).
“SPAC Class B
Ordinary Shares” means the Class B ordinary shares, par value US$0.0001 per share, of SPAC.
“SPAC Closing Statement”
has the meaning specified in Section 4.3(a)(ii).
“SPAC Disclosure Letter”
has the meaning specified in the introduction to Article VI.
“SPAC Dissenting Shareholders”
has the meaning specified in Section 4.9(a).
“SPAC Dissenting Shares”
has the meaning specified in Section 4.9(a).
“SPAC Exchange Warrants”
has the meaning specified in Section3.7(a)(v).
“SPAC Extension”
means the extension provided in the proxy statement filed with the SEC on July 5, 2023 or any other subsequent proxy statement as
may be agreed by the Company and SPAC to amend the Governing Documents of SPAC to extend the date by which SPAC must consummate a Business
Combination in accordance with its Governing Documents.
“SPAC Financial Statements”
has the meaning specified in Section 6.7(d).
“SPAC Indemnified
Parties” has the meaning specified in Section 7.14(a).
“SPAC Intervening
Event Notice” has the meaning specified Section 7.8(b)(ii).
“SPAC Intervening
Event Notice Period” has the meaning specified Section 7.8(b)(ii).
“SPAC Ordinary Shares”
means the SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares.
“SPAC Private Placement
Warrant” means a warrant to purchase one (1) SPAC Class A Ordinary Share at an exercise price of eleven Dollars
fifty cents (US$11.50) issued to the Sponsor.
“SPAC Public Warrant”
means a warrant to purchase one (1) SPAC Class A Ordinary Share at an exercise price of eleven Dollars fifty cents (US$11.50)
that was included in the units sold as part of SPAC’s initial public offering.
“SPAC SEC Filings”
has the meaning specified in Section 6.6.
“SPAC Securities”
has the meaning specified in Section 6.13(a).
“SPAC Shareholders”
means the shareholders of SPAC as of immediately prior to the Merger Effective Time.
“SPAC Shareholder
Approval” means (i) the approval of (A) the change of SPAC’s name to “SEMILUX LTD.”, (B) the
amendment and restatement of the SPAC Articles, (C) the Merger and (D) the Plan of Merger, in each case, by a special resolution
(as defined in the Cayman Companies Act, being a resolution approved by an affirmative vote of the holders of at least a two-thirds (2/3)
majority of the issued and outstanding SPAC Ordinary Shares entitled to vote thereupon (as determined in accordance with the SPAC Articles))
at a SPAC Shareholders’ Meeting duly called by the SPAC Board and held for such purpose, and (ii) the approval of the other
SPAC Transaction Proposals not included in (i) above by an ordinary resolution (being a resolution passed by a simple majority of
the SPAC Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting) at a
SPAC Shareholders’ Meeting.
“SPAC Shareholders’
Meeting” has the meaning specified in Section 7.8(b)(i).
“SPAC Shareholder
Redemption” means the election of an eligible (as determined in accordance with the SPAC Articles) holder of SPAC Class A
Ordinary Shares to redeem all or a portion of the SPAC Class A Ordinary Shares held by such holder at a per-share price, payable
in cash, equal to a pro rata share of the aggregate amount on deposit in the Trust Account (including any interest earned on the funds
held in the Trust Account) (as determined in accordance with the SPAC Articles) in connection with the SPAC Transaction Proposals.
“SPAC Transaction
Expenses” means the out-of-pocket fees, costs, expenses, finder’s fees, commissions or other amounts incurred, paid or
otherwise payable by or on behalf of SPAC or SPAC’s Affiliates (whether or not billed or accrued for) as a result of or in connection
with the negotiation, documentation, preparation, execution or performance of this Agreement or otherwise in connection with the Transactions
(including the PIPE Investment), including: (i) deferred underwriting commissions disclosed in any SPAC SEC Filings; (ii) fees,
costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, legal, accounting,
tax, public relations and investor relations advisors, the Trustee and transfer or exchange agent, as applicable, and limited and customary
other professional fees (including proxy solicitors, financial printers, consultants and administrative service providers); (iii) fifty
percent (50%) of the filing fees incurred in connection with making any filings with Governmental Authorities under Section 7.10
(except where the Company shall bear 100% of all costs and fees in relation to the Taiwan IC Approval), (iv) fifty percent (50%)
of all of the fees and costs in relation to SPAC Extension; and (v) any unpaid Working Capital Loans.
“SPAC Transaction
Proposals” means (i) the change of SPAC’s name to “SEMILUX LTD.”, (ii) the amendment and restatement
of SPAC Articles, by the deletion of the SPAC Articles in their entirety and the substitution in their place of the second amended and
restated memorandum and articles of association of SPAC, (iii) the adoption and approval of this Agreement in accordance with applicable
Law and exchange rules and regulations, and the approval and authorization of the Transactions as a Business Combination, (iv) the
approval and authorization of the Merger and the Plan of Merger, (v) any other proposals as the SEC (or staff member thereof) may
indicate are necessary in its comments to the Registration Statement or correspondence related thereto and are required to be approved
by the SPAC Shareholders under the SPAC Articles and applicable Law, (vi) any other proposals as reasonably agreed by SPAC and the
Company to be necessary or appropriate in connection with the transactions contemplated hereby and are required to be approved by the
SPAC Shareholders under the SPAC Articles and applicable Law, and (vii) the adjournment of the SPAC Shareholders’ Meeting,
if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing.
“SPAC Units”
means equity securities of SPAC consisting of one (1) SPAC Class A Ordinary Share and one-half of one (1/2) SPAC Public Warrant.
“SPAC Warrants”
means the SPAC Public Warrants and the SPAC Private Placement Warrants.
“Specified Business
Conduct Laws” means: (a) the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, and all
applicable Law relating to bribery or corruption; (b) all applicable Sanctions Laws; (c) all applicable Law relating to the
import, export, re-export, transfer of information, data, goods, software, and technology, including the Export Administration Regulations
administered by the U.S. Department of Commerce and the International Traffic in Arms Regulations administered by the U.S. Department
of State; and (d) the Money Laundering Control Act, the Currency and Foreign Transactions Reporting Act, The Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, and other applicable Law relating to
money laundering and terrorist financing.
“Sponsor”
means Chenghe Investment Co., a Cayman Islands exempted company.
“Sponsor Support Agreement”
means that certain support agreement, dated as of the date hereof, by and among the Sponsor, SPAC, the Company and certain other parties
thereto, as amended or modified from time to time.
“Squeeze Out”
has the meaning given to it in Section 2.6.
“Stock Exchange”
means the New York Stock Exchange or the Nasdaq Stock Market.
“Subscription Factor”
means a number resulting from dividing (x) the result of the quantity of the Base Equity Value divided by US$10.00, by (y) the
Aggregate Fully Diluted Company Shares as at the time of calculation.
“Subscription Agreements”
means the subscription agreements pursuant to which the PIPE Investment will be consummated.
“Subsidiary”
means, with respect to any Person (for purposes of this definition, the “Controlling Company”), any other Person (i) of
which a majority of the outstanding voting securities or other voting equity interests, or a majority of any other interests having the
power to direct or cause the direction of the management and policies of such other Person, are owned, directly or indirectly, by the
Controlling Company and/or (ii) with respect to which the Controlling Company or its Subsidiaries is a general partner or managing
member.
“Taiwan”
means the Republic of China.
“Taiwan IC Approval”
means any and all authorizations, permits or clearances from the Investment Commission, the Ministry of Economic Affairs of Taiwan or
its designated Governmental Authority, including the Central Taiwan Science Park Bureau, under the Taiwan Statute For Investment By Foreign
Nationals that are required in connection with this Agreement, the Company Restructuring Documents, the Merger, the TCO Restructuring
and the consummation of the Merger or the TCO Restructuring, as applicable, and the other transactions contemplated hereunder and the
issuance and delivery of CayCo Ordinary Shares, including the Phase I IC Approval and the Phase II IC Approval.
“Taiwan Public Company”
means a Taiwan public reporting company that has issued its stock in accordance with the Securities and Exchange Act of Taiwan.
“Tax Return”
means any return, declaration, report, statement, information statement or other document filed or required to be filed with any Governmental
Authority with respect to Taxes, including any claims for refunds of Taxes, any information returns and any schedules, attachments, amendments
or supplements of any of the foregoing.
“Taxes”
means any and all federal, state, local, foreign or other taxes imposed by any Governmental Authority, including all income, gross receipts,
license, payroll, recapture, net worth, employment, escheat and unclaimed property obligations, excise, severance, stamp, occupation,
premium, windfall profits, environmental, customs duties, capital share, capital stock, capital gain, ad valorem, value added, inventory,
franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, assessments,
sales, use, transfer, registration, governmental charges, duties, levies and any other charge of any kind in the nature of (or similar
to) taxes whatsoever, in each case including any interest, linkage differentials, surcharges, penalty, or addition thereto.
“TCO Restructuring”
means, collectively, the Company Acquisition, the Company Shareholders Subscription and each of the other transactions contemplated under
the Company Restructuring Documents.
“TCO Restructuring
Closing” has the meaning specified in Section 2.1(c).
“TCO Restructuring
Expenses” means the out-of-pocket fees, costs, expenses, commissions or other amounts, incurred, paid or otherwise payable
(whether or not billed or accrued for) to the extent resulting from or in connection with the negotiation, documentation, preparation,
execution or performance of the Company Restructuring Documents and the consummation of the TCO Restructuring, including but without
limitation to fees and expenses relating to any regulatory approvals, consents, Actions, non-actions or waivers from any Governmental
Authorities in connection with the TCO Restructuring, such as the Taiwan IC Approval.
“Third-Area Company”
means any company incorporated in any “third area” outside of the PRC or Taiwan.
“Third Party Consent”
has the meaning specified in Section 7.25.
“Title IV Plan”
has the meaning specified in Section 5.13(c).
“Top Customers”
has the meaning specified in Section 5.26(a).
“Top Vendors”
has the meaning specified in Section 5.26(a).
“Transaction Agreements”
means this Agreement, the Ancillary Agreements, the Subscription Agreements, the Nondisclosure Agreement, and all the agreements documents,
instruments and certificates entered into in connection herewith or therewith and any and all exhibits and schedules thereto.
“Transactions”
means, collectively, the Merger and each of the other transactions contemplated by this Agreement or any of the other Transaction Agreements.
“Transfer Taxes”
means any and all transfer, documentary, sales, use, real property, stamp, excise, recording, registration, value added and other similar
Taxes, fees and costs (including any associated penalties and interest) incurred in connection with this Agreement.
“Treasury Regulations”
means the regulations promulgated under the Code by the United States Department of the Treasury (whether in final, proposed or
temporary form), as the same may be amended from time to time.
“Trust Account”
has the meaning specified in Section 10.1.
“Trust Agreement”
has the meaning specified in Section 6.9.
“Trustee”
has the meaning specified in Section 6.9.
“Unpaid Company Expenses”
has the meaning specified in Section 4.3(a)(i).
“Unpaid SPAC Expenses”
has the meaning specified in Section 4.3(a)(ii).
“Unpaid Transaction
Expenses” has the meaning specified in Section 4.3(a)(ii).
“W&C”
has the meaning specified in Section 10.18(a).
“W&C Privileged
Communications” has the meaning specified in Section 10.18(a).
“W&C Waiving Parties”
has the meaning specified in Section 10.18(a).
“W&C WP Group”
has the meaning specified in Section 10.18(a).
“Warrant Agreement”
means the Warrant Agreement, dated as of April 27, 2022, between SPAC and Continental Stock Transfer & Trust Company.
“Working Capital Loans”
means any loan made to SPAC by any of the Sponsor, an Affiliate of the Sponsor or any of SPAC’s officers or directors, and evidenced
by a promissory note, for the purpose of financing costs incurred in connection with a Business Combination.
1.2. Construction.
(a) Unless
the context of this Agreement otherwise requires: (i) words of any gender include each other gender; (ii) words using the singular
or plural number also include the plural or singular number, respectively; (iii) the terms “hereof,” “herein,”
“hereby,” “hereto” and derivative or similar words refer to this entire Agreement, and references to a particular
section of this Agreement will include all subsections thereof, unless, in each case, the context otherwise requires; (iv) the terms
“Article” or “Section” refer to the specified Article or Section of this Agreement; (v) the word
“including” shall mean “including, without limitation”; (vi) the word “or” shall be disjunctive
but not exclusive; (vii) the use of “Affiliates” and “Subsidiaries” shall be deemed to be followed by the
words “as such entities exist as of the relevant date of determination”; (vii) the phrase “made available”
or “delivered” by the Company Parties to SPAC, when used in reference to a document, shall mean that the document was made
available for viewing in the “TCO” electronic data room (the “Data Room”) hosted by Dropbox at least two
(2) Business Days prior to the date of this Agreement; and (viii) the terms “ordinary course” or “ordinary
course of business” shall mean “ordinary course of business consistent with past practice.”
(b) Unless
the context of this Agreement otherwise requires, references to statutes shall include all regulations promulgated thereunder and references
to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing
the statute or regulation.
(c) Whenever
this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified.
(d) All
accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.
(e) When
calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement,
the date that is the reference date in calculating such period shall be excluded and if the last day of such period is a non-Business
Day, the period in question shall end on the next succeeding Business Day.
1.3. Knowledge.
As used herein, (i) the phrase “to the knowledge” of the Company shall mean the actual knowledge, and the knowledge
that each such individual would have reasonably obtained after making due and appropriate inquiry with respect to the particular matter
in question of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to
the knowledge” (as opposed to imputed or constructive knowledge) of SPAC shall mean the knowledge of the individuals identified
on Section 1.3 of the SPAC Disclosure Letter, as such individuals would have acquired in the exercise of a reasonable inquiry
of direct reports.
Article II
TCO Restructuring
2.1. TCO
Restructuring.
(a) As
of the date of this Agreement, CayCo has entered into the Phase I Restructuring Documents with certain Company Shareholders. The Company
Parties agree that the Company Restructuring Documents shall provide that at the TCO Restructuring Closing, CayCo shall issue and allot
to each Company Shareholder who has agreed to so subscribe (the “Company Shareholders Subscription”), in respect of
each Company Share owned by such person, a number of CayCo Ordinary Shares that is no more than the Subscription Factor (all such CayCo
Ordinary Shares to be issued, the “CayCo Subscription Shares”).
(b) No
later than five (5) Business Days prior to the Closing Date, the Company Parties shall prepare and deliver to SPAC (i) a pro
forma and fully diluted capitalization table of CayCo (the “CayCo Cap Table”) as at the Closing Date and (ii) a
spreadsheet, including all calculation and information relevant to effect the Company Shareholders Subscription (the “Closing
Calculation”), including the Subscription Factor and the amount and allocation of the CayCo Subscription Shares to the relevant
Company Shareholders (other than the Remaining Company Shareholders). SPAC shall be entitled to rely conclusively on such information
and calculation for any purpose hereunder.
(c) The
closing of the TCO Restructuring (the “TCO Restructuring Closing”) shall take place at least one (1) Business
Day before the Closing Date or such other time and place as SPAC and the Company may mutually agree.
2.2. Governing
Documents of the Company. At the TCO Restructuring Closing, the Company shall adopt the articles of incorporation in a form that
is reasonably satisfactory to SPAC and the Company, until thereafter amended in accordance with the terms thereof and the Taiwan Company
Act.
2.3. Directors,
Supervisors and Officers of the Company. At the TCO Restructuring Closing, subject to the terms of the Company’s Governing
Documents effective as of the TCO Restructuring Closing, the Company shall take all such action within its power as may be necessary
or appropriate to complete the appointment of the directors, supervisors and officers of the Company that are reasonably satisfactory
to SPAC and the Company.
2.4. Termination
of Certain Agreements. The Company and the Company Shareholders hereby agree and the Company Restructuring Documents shall provide
that, effective at the TCO Restructuring Closing, any shareholders, voting or similar agreement among the Company and any of the Company
Shareholders or among the Company Shareholders, with respect to the Company or its capital shares shall automatically, and without any
further action by any of the Parties, terminate in full and become null and void and of no further force and effect, with no liability
whatsoever for the Company. Further, the Company and the Company Shareholders hereby waive any obligations of the parties under any agreement
described in the preceding sentence with respect to the transactions contemplated by this Agreement, the Company Restructuring Documents
and the Transaction Agreements, and any failure of the parties to comply with the terms thereof in connection with the transactions contemplated
by this Agreement, the Company Restructuring Documents and the Transaction Agreements.
2.5. Initial
CayCo Shares. At the TCO Restructuring Closing and immediately following the issuance of one (1) or more CayCo Ordinary
Shares to the relevant Company Shareholders (other than the Remaining Company Shareholders), each Initial CayCo Shareholder shall
surrender all of its CayCo Ordinary Shares and any other shares of CayCo that were issued and outstanding immediately prior to the
Merger Effective Time for no consideration to CayCo and all such shares of CayCo shall be cancelled by CayCo.
2.6. Squeeze
Out. As soon as practicable and to the extent legally feasible under applicable Laws after the Closing, the Company shall
enter into and consummate a share exchange transaction with CayCo pursuant to the Merger and Acquisition Act of Taiwan for CayCo to
acquire the Company Shares owned by the Remaining Company Shareholders with cash consideration (the “Squeeze
Out”) at a price per share no greater than the per share equity value implied by the Base Equity Value in accordance with
the Governing Documents of the Company and applicable Law.
2.7. Taking
of Necessary Action; Further Action. If, at any time after the TCO Restructuring Closing, any further action is necessary or
desirable to carry out the purposes of this Agreement and the Company Restructuring Documents, the officers and directors or members,
as applicable (or their designees) of the Company, are fully authorized in the name of their respective corporations or otherwise to
take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Article III
Merger
3.1. Merger.
(a) Upon
the terms and subject to the conditions set forth in this Agreement, at the Merger Effective Time, Merger Sub shall be merged with and
into SPAC in accordance with Part XVI of the Cayman Companies Act, with SPAC being the surviving company and as a direct, wholly
owned Subsidiary of CayCo.
(b) Upon
consummation of the Merger and at the Merger Effective Time, the separate corporate existence of Merger Sub shall cease to exist and
Merger Sub will be struck off the Register of Companies in the Cayman Islands, and SPAC, as the surviving company of the Merger (also
referred to herein as the “Merger Surviving Company”), shall continue its corporate existence under the Laws of the
Cayman Islands.
3.2. Merger
Closing. Subject to the terms and conditions of this Agreement, the closing of the Merger (the “Closing”)
shall take place on the date which is three (3) Business Days after the date on which all conditions set forth in Article VIII
shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject
to the satisfaction or waiver of such conditions) or such other time and place as SPAC and the Company may mutually agree.
3.3. Merger
Effective Time. Subject to the satisfaction or waiver of all of the conditions set forth in Article VIII, on the date of
the Closing, SPAC and Merger Sub shall file a plan of merger (the “Plan of Merger”) in substantially the form attached
as Exhibit D hereto and other documents required under the Cayman Companies Act to effect the Merger with the Cayman Islands
Registrar of Companies (the “Cayman Registrar”) as provided by Section 233 of the Cayman Companies Act. The Merger
shall become effective on the date the Plan of Merger is registered by the Cayman Registrar or at such later time or on such later date
as may be agreed by SPAC and the Company in writing and, in either case, as specified in the Plan of Merger in accordance with the Cayman
Companies Act (the “Merger Effective Time”).
3.4. Effects
of the Merger. At and after the Merger Effective Time, the Merger shall have the effects specified in this Agreement, the Plan
of Merger and the Cayman Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Merger Effective
Time, all the rights, property of every description, including choses in action, and the business, undertaking, goodwill, benefits, immunities
and privileges of each of SPAC and Merger Sub shall vest in the Merger Surviving Company, and the Merger Surviving Company shall be liable
for and subject in the same manner as SPAC and Merger Sub to all mortgages, charges or security interests and all Contracts, obligations,
claims, debts and liabilities of SPAC and Merger Sub in accordance with the Cayman Companies Act.
3.5. Governing
Documents of Merger Surviving Company. At and after the Merger Effective Time, in accordance with the Plan of Merger, the Merger
Surviving Company shall adopt the second amended and restated memorandum and articles of association in a form that is reasonably satisfactory
to SPAC and the Company, until thereafter amended in accordance with the terms thereof and the Cayman Companies Act.
3.6. Directors
and Officers of Merger Surviving Company. At and after the Merger Effective Time, the directors and officers of Merger Sub and
SPAC, respectively, as of immediately prior to the Merger Effective Time, shall cease to hold office and the initial directors and officers
of the Merger Surviving Company shall be appointed as determined by the Company and SPAC, and until their respective successors are duly
elected or appointed and qualified or until the earlier of their death, resignation or removal in accordance with the Governing Documents
of the Merger Surviving Company effective as of the Merger Effective Time.
3.7. Effects
of the Merger on the Share Capital of SPAC and Merger Sub.
(a) At
the Merger Effective Time, by virtue of the Merger and without any action on the part of SPAC, Merger Sub or any holder of SPAC Securities:
(i) each
SPAC Unit outstanding immediately prior to the Merger Effective Time shall be automatically detached, and the holder thereof shall be
deemed to hold one (1) SPAC Class A Ordinary Share and one-half (1/2) of a SPAC Warrant in accordance with the terms of the
applicable SPAC Unit, which underlying SPAC Securities shall be adjusted in accordance with the applicable terms of this Section 3.7(a)(i);
(ii) each
SPAC Class B Ordinary Share that is issued and outstanding immediately prior to the Merger Effective Time shall be automatically
converted into one (1) SPAC Class A Ordinary Share in accordance with the terms of the SPAC Articles (such automatic conversion,
the “SPAC Class B Conversion”) and each SPAC Class B Ordinary Share shall no longer be issued and outstanding
and shall automatically be cancelled and cease to exist, and each holder of SPAC Class B Ordinary Shares shall thereafter cease
to have any rights with respect to such shares;
(iii) each
SPAC Class A Ordinary Share (which, for the avoidance of doubt, includes the SPAC Class A Ordinary Shares (A) issued in
connection with the SPAC Class B Conversion and (B) held as a result of the unit separation as set out in Section 3.7(a)(i))
that is issued and outstanding (other than the SPAC Dissenting Shares) shall be cancelled in exchange for the right to receive one (1) CayCo
Ordinary Share; provided, that, in the event there is any issuance of equity securities by CayCo between the TCO Restructuring
Closing and the Merger Effective Time, such right shall include the right to receive such additional number of CayCo Ordinary Shares
as necessary to ensure that the percentage allocation of CayCo Ordinary Shares to all SPAC Class A Ordinary Shares (as converted)
would be no less than the percentage that would have been allocated thereto as if there were no such interim issuance (the aggregate
number of CayCo Ordinary Shares thus issued to all holders of SPAC Class A Ordinary Shares (other than the holders of the SPAC Dissenting
Shares) in connection with the Merger is referred to herein as the “SPAC Exchange Shares”). All SPAC Class A
Ordinary Shares (other than the SPAC Dissenting Shares) shall no longer be issued and outstanding and shall be cancelled and cease to
exist, and each holder of SPAC Class A Ordinary Shares (other than the SPAC Dissenting Shares) shall thereafter cease to have any
rights with respect thereto, except for the right to receive the consideration set forth in this Section 3.7(a)(iii);
(iv) each
SPAC Dissenting Share issued and outstanding shall be cancelled and cease to exist in accordance with Section 4.9 and shall
carry no right other than the right to receive the applicable payment as set forth in Section 4.9; and
(v) each
SPAC Warrant that is outstanding and unexercised shall thereupon be converted into and become the right to receive a CayCo Warrant, which
shall be on the same terms and conditions as the applicable SPAC Warrant (all CayCo Warrants issued to all holders of SPAC Warrants in
connection with the Merger is referred to herein as the “SPAC Exchange Warrants”). CayCo shall take all corporate
actions necessary to reserve for future issuance, and shall maintain such reservations for so long as any of the SPAC Exchange Warrants
remain outstanding, a sufficient number of CayCo Ordinary Shares for delivery upon the exercise of such SPAC Exchange Warrants. All SPAC
Warrants shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of SPAC Warrants
shall thereafter cease to have any rights with respect thereto, except the right to receive the consideration set forth in this Section 3.7(a)(v).
(b) At
the Merger Effective Time, by virtue of the Merger and without any action on the part of SPAC, the Company, Merger Sub or any holder
of SPAC Securities, each ordinary share of Merger Sub, par value US$0.0001 per share, issued and outstanding immediately prior to the
Merger Effective Time shall be converted into and become one (1) validly issued, fully paid and non-assessable ordinary share, par
value US$0.0001 per share, of the Merger Surviving Company. Such ordinary share(s) of the Merger Surviving Company shall constitute
the only issued and outstanding share capital of the Merger Surviving Company upon the Merger Effective Time.
3.8. Taking
of Necessary Action; Further Action. If, at any time after the Merger Effective Time, any further action is necessary or desirable
to carry out the purposes of this Agreement and to vest the Merger Surviving Company following the Merger with full right, title and
possession to all assets, property, rights, privileges, powers and franchises of SPAC and Merger Sub, the officers and directors or members,
as applicable (or their designees) of the Merger Surviving Company are fully authorized in the name of their respective corporations
or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Article IV
Closing
4.1. Closing.
(a) Subject
to the terms and conditions of this Agreement, the Closing shall be conditional upon the TCO Restructuring Closing. The date of the Closing
shall be referred to herein as the “Closing Date.”
(b) In
accordance with the terms and subject to the conditions of this Agreement, the Closing shall take place by conference call and by exchange
of signature pages by email or other electronic transmission at a time and date to be specified in writing by the Company and SPAC,
which shall be no later than three (3) Business Days after the first date on which all conditions set forth in Article VIII
shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject
to the satisfaction or waiver thereof), or such other time and place as SPAC and the Company may mutually agree in writing.
4.2. Closing
Deliverables(a) . At the Closing, the Company Parties will deliver,
or cause to be delivered:
(i) to
SPAC, a certificate signed by an executive officer of the Company and CayCo, dated as of the date of Closing, certifying that the conditions
specified in Section 8.2(a), Section 8.2(b), Section 8.2(c), Section 8.2(d), Section 8.2(e),
Section 8.2(f) and Section 8.2(h) have been fulfilled;
(ii) to
the Exchange Agent, pursuant to Section 4.4, (i) the SPAC Exchange Shares and SPAC Exchange Warrants and (ii) the
CayCo Subscription Shares;
(iii) to
SPAC, a certified true copy of the register of members of CayCo as of the TCO Restructuring Closing reflecting the CayCo Cap Table;
(iv) to
SPAC, all of the Company Restructuring Documents, duly executed by CayCo, the Company and the relevant Company Shareholders;
(v) to
SPAC, the Investor Rights Agreement, duly executed by CayCo, the Company and each Company Shareholder set forth on Section 4.2
of the Company Disclosure Letter;
(vi) to
SPAC, the Lock-Up Agreement, duly executed by the Company Holders; and
(vii) to
SPAC, the appointment documents of all of the directors and officers as the initial directors and officers, respectively, of CayCo after
the Merger Effective Time, in accordance with the provisions of Section 7.13), effective as of the Merger Effective Time.
(b) At
the Closing, SPAC will deliver or cause to be delivered to the Company:
(i) a
certificate signed by an executive officer of SPAC, dated the Closing Date, certifying that, the conditions specified in Section 8.3(a) and
Section 8.3(b) have been fulfilled;
(ii) the
Investor Rights Agreement, duly executed by duly authorized representatives of SPAC and the Sponsor; and
(iii) the
Lock-Up Agreement, duly executed by duly authorized representatives of the Sponsor.
4.3. Closing
Statements.
(a) No
sooner than five (5) or later than two (2) Business Days prior to the Closing Date:
(i) the
Company Parties shall deliver to SPAC a certificate duly executed by an authorized officer of the Company (the “Company Closing
Certificate”) setting forth a statement of (i) the aggregate accrued and unpaid Company Transaction Expenses as of immediately
prior to the Merger Effective Time (the “Unpaid Company Expenses”) and (ii) the TCO Restructuring Expenses, which
shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for
the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee.
(ii) SPAC
shall deliver to the Company a certificate duly executed by an authorized officer of SPAC (the “SPAC Closing Statement”
and, together with the Company Closing Certificate, the “Closing Statements”), setting forth the aggregate accrued
and unpaid SPAC Transaction Expenses as of immediately prior to the Merger Effective Time (the “Unpaid SPAC Expenses”
and, together with the Unpaid Company Expenses, the “Unpaid Transaction Expenses”), which shall include the respective
amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably
required by the Trustee, the certified Taxpayer Identification Numbers, of each payee.
(b) On
the Closing Date, concurrently with the Merger Effective Time, all Unpaid Transaction Expenses shall be paid in full, and in furtherance
of the foregoing, the parties agree that the Parties shall use their reasonable best efforts to cause the Trustee to pay by wire transfer
of immediately available funds from the Trust Account, the Unpaid Transaction Expenses set forth on the Closing Statements pursuant to
Section 7.16. For the avoidance of doubt, the Company shall be solely responsible and pay for the TCO Restructuring Expenses
prior to and after the Closing. If the Closing shall occur, any payment of the Unpaid Transaction Expenses from the proceeds of the Trust
Account shall take priority over any payment of the TCO Restructuring Expenses.
(c) Each
of the Company Parties and SPAC shall (i) provide the other parties hereto and their respective Representatives with reasonable
access to the relevant books, records and finance personnel of such party to enable the other parties hereto and their respective Representatives
to review and analyze the amounts set forth on the Closing Statements, and (ii) make such amendments to the Closing Statements as
the parties may mutually and in good faith agree.
4.4. Delivery
of CayCo Subscription Shares, SPAC Exchange Shares and SPAC Exchange Warrants.
(a) Following
the date hereof and prior to the Closing Date, CayCo shall appoint Continental Stock Transfer & Trust Company as an exchange
agent (the “Exchange Agent”) to act as the exchange agent in connection with the Merger and the TCO Restructuring,
and, if required by the Exchange Agent, enter into an exchange agent agreement (in a form and substance that is reasonably acceptable
to SPAC and the Company) in order for, among other things, the Exchange Agent to make the distributions contemplated by Section 2.1
and this Section 4.4.
(b) At
least two (2) Business Days prior to the Merger Effective Time, CayCo shall send, or shall cause the Exchange Agent to send, to
each holder of SPAC Class A Ordinary Shares (other than SPAC Dissenting Shareholders) and the Company Shareholders (other than the
Remaining Company Shareholders) instructions and/or any documents as may be reasonably required for the delivery of the CayCo Subscription
Shares, SPAC Exchange Shares and SPAC Exchange Warrants in accordance with this Section 4.4(b), and SPAC shall deliver, or
cause each such holder of SPAC Class A Shares and Company Shareholders to deliver, to the Exchange Agent, such information and/or
documents (including, if necessary or appropriate, a letter of transmittal) reasonably requested by the Exchange Agent, for the purpose
of updating the share transfer books of CayCo to reflect such delivery of the CayCo Subscription Shares, SPAC Exchange Shares and SPAC
Exchange Warrants to such holder of SPAC Class A Shares and Company Shareholders in accordance with this Section 4.4(b).
(c) Immediately
prior to or at the Merger Effective Time, CayCo shall deposit, or cause to be deposited, with the
Exchange Agent: (i) evidence in book-entry form of CayCo Ordinary Shares representing the number of CayCo Ordinary
Shares required to be issued or already issued (as applicable) to (A) the holders of SPAC Class A Ordinary Shares (other
than SPAC Dissenting Shareholders) in connection with the Merger as the SPAC Exchange Shares under Section 3.7(a)(iii),
and (B) the Company Shareholders (other than the Remaining Company Shareholders) in connection with the Company Shareholders
Subscription under Section 2.1 and (ii) the SPAC Exchange Warrants.
(d) At
the Merger Effective Time, CayCo shall (i) instruct the Exchange Agent to deliver to (x) such holder the SPAC Exchange Shares
or the SPAC Exchange Warrants, as applicable, to which such holder is entitled pursuant to Section 3.7(a)(iii), and in exchange
any outstanding SPAC Class A Ordinary Shares or SPAC Warrants shall be cancelled as a result of the Merger, without any further
action by any party; (y) the Company Shareholders (other than the Remaining Company Shareholders) the CayCo Subscription Shares
deposited with the Exchange Agent pursuant to Section 4.4(c); and (ii) update its register of members om accordance with this Section 4.4(d).
(e) At
and after the Merger Effective Time, any certificate(s) representing SPAC Class A Ordinary Shares (other than SPAC Dissenting
Shares) or SPAC Warrants shall be deemed to evidence such holder’s right to receive its respective portion of the SPAC Exchange
Shares or SPAC Exchange Warrants, as applicable, into which such SPAC Class A Ordinary Shares or SPAC Warrants shall have been converted
by the Merger. From and after the Merger Effective Time, all previous holders of SPAC Class A Ordinary Shares or SPAC Warrants shall
cease to have any rights as shareholders or equityholders of SPAC other than the right to receive such holder’s respective portion
of the SPAC Exchange Shares or the SPAC Exchange Warrants, as applicable, into which such SPAC Class A Ordinary Shares and SPAC
Warrants have been converted pursuant to this Agreement, without interest, or, in the case of SPAC Dissenting Shareholders, the right
to receive the applicable payment as set forth in this Section 4.4.
(f) Promptly
following the date that is one (1) year after the Merger Effective Time, CayCo shall instruct the Exchange Agent to deliver to CayCo
all documents in its possession relating to the transactions contemplated hereby, and the Exchange Agent’s duties shall terminate.
Thereafter, any portion of the CayCo Subscription Shares, the SPAC Exchange Shares or SPAC Exchange Warrants, as the case may be, that
remains unclaimed shall be returned to CayCo, and any Person that was a Company Shareholder or a holder of SPAC Class A Ordinary
Shares or SPAC Warrants as of immediately prior to the Merger Effective Time that has not received its portion of the CayCo Subscription
Shares or exchanged SPAC Class A Ordinary Shares or SPAC Warrants for an applicable portion of the SPAC Exchange Shares or SPAC
Exchange Warrants, as the case may be, in accordance with this Section 4.4 prior to the date that is one (1) year after
the Merger Effective Time, may transfer such CayCo Subscription Shares, SPAC Class A Ordinary Shares or SPAC Warrants to CayCo and
(subject to applicable abandoned property, escheat and similar Laws) receive in consideration therefor, and CayCo shall promptly deliver,
such applicable portion of the CayCo Subscription Shares, SPAC Exchange Shares or SPAC Exchange Warrants without any interest thereupon.
None of SPAC or the Company Parties or the Exchange Agent shall be liable to any Person in respect of any of the CayCo Subscription Shares,
SPAC Exchange Shares or SPAC Exchange Warrants delivered to a public official pursuant to and in accordance with any applicable abandoned
property, escheat or similar Laws. If any such shares or warrants shall not have been transferred immediately prior to such date on which
any amounts payable pursuant to this Article IV would otherwise escheat to or become the property of any Governmental Authority,
any such amounts shall, to the extent permitted by applicable Law, become the property of CayCo, free and clear of all claims or interest
of any Person previously entitled thereto.
4.5. Directors
and Officers. At and after the Merger Effective Time, the Persons identified as the initial directors and officers of CayCo after
the Merger Effective Time, in accordance with the provisions of Section 7.13, shall be the directors and officers (and in
the case of such officers, holding such positions as set forth on Section 4.5 of the Company Disclosure Letter), respectively,
of CayCo, each to hold office in accordance with the Governing Documents of CayCo, effective as of the Merger Effective Time.
4.6. CayCo
Governing Documents. Immediately prior to the TCO Restructuring Closing, CayCo shall adopt the amended and restated memorandum
and articles of association in substantially the form attached as Exhibit E hereto, until thereafter amended in accordance
with the terms thereof and the Cayman Companies Act.
4.7. Certain
Adjustments. The number of CayCo Ordinary Shares that each Person is entitled to receive as a result of the Merger or the TCO
Restructuring and as otherwise contemplated by this Agreement shall be adjusted to reflect appropriately the effect of any share subdivision,
reverse share subdivision, share consolidation, share dividend or distribution (including any dividend or distribution of securities
convertible into CayCo Ordinary Shares, as applicable), extraordinary cash dividend, reorganization, recapitalization, reclassification,
exchange of shares or other like change with respect to the Company Shares, SPAC Ordinary Shares or CayCo Ordinary Shares, as applicable,
occurring during the date of this Agreement and the Closing Date.
4.8. Fractional
Shares. Notwithstanding anything in this Agreement, no fraction of a CayCo Ordinary Share shall be issued by virtue of the Merger
or the TCO Restructuring, and any Person who would otherwise be entitled to a fraction of a CayCo Ordinary Share (after aggregating all
fractional CayCo Ordinary Shares that otherwise would be received by such Person) shall receive from CayCo, in lieu of such fractional
share: (i) one (1) CayCo Ordinary Share if the aggregate amount of fractional CayCo Ordinary Shares such Person would otherwise
be entitled to is equal to or exceeds 0.50; or (ii) no CayCo Ordinary Share if the aggregate amount of fractional CayCo Ordinary
Shares such Person would otherwise be entitled to is less than 0.50.
4.9. SPAC
Dissenter’s Right.
(a) Notwithstanding
anything in this Agreement to the contrary and to the extent available under the Cayman Companies Act, all SPAC Ordinary Shares that
are issued and outstanding immediately prior to the Merger Effective Time and that are held by any Person who shall have validly exercised
and not effectively withdrawn or lost their rights to dissent from the Merger, in accordance with Section 238 of the Cayman Companies
Act (the “SPAC Dissenting Shares” and holders of SPAC Dissenting Shares being referred to as “SPAC Dissenting
Shareholders”) shall be cancelled and cease to exist at the Merger Effective Time, shall not be entitled to receive the applicable
SPAC Exchange Shares under Section 3.7(a)(iii) and shall instead be entitled to receive only the payment of the fair
value of such SPAC Dissenting Shares held by them determined in accordance with Section 238 of the Cayman Companies Act.
(b) For
the avoidance of doubt, all SPAC Ordinary Shares held by SPAC Dissenting Shareholders who shall have failed to exercise or who shall
have effectively withdrawn or lost their dissenter rights under Section 238 of the Cayman Companies Act shall thereupon (i) not
be deemed to be SPAC Dissenting Shares, and (ii) be cancelled and cease to exist in exchange for, at the Merger Effective Time,
the right to receive the applicable SPAC Exchange Shares under Section 3.7(a)(iii) in the manner provided in Section 4.4.
(c) SPAC
shall provide to the Company (i) reasonably prompt notice of any notices of objection or notices of dissent to the Merger or demands
for appraisal under Section 238 of the Cayman Companies Act received by SPAC, attempted withdrawals of such notices, dissents or
demands, and any other instruments served pursuant to the Cayman Companies Act and received by SPAC relating to the exercise of any rights
to dissent from the Merger or appraisal rights and (ii) the opportunity to participate in all negotiations and proceedings with
respect to any such notice of dissenter right or demand for appraisal under the Cayman Companies Act. SPAC shall not, except with the
prior written consent of the Company, make any offers or payment with respect to any exercise by a shareholder of its rights to dissent
from the Merger or any demands for appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands.
(d) In
the event that any written notice of objection to the Merger is served on SPAC by any SPAC Shareholder pursuant to Section 238(2) of
the Cayman Companies Act, SPAC shall give written notice of the authorization of the Merger to each such SPAC Shareholder within twenty
(20) days of obtaining the SPAC Shareholder Approval, pursuant to and in accordance with Section 238(4) of the Cayman Companies
Act.
4.10. Withholding.
Notwithstanding any other provision to this Agreement, CayCo, SPAC, Merger Sub, the Company and the Exchange Agent, as applicable, shall
be entitled to deduct and withhold from any amount payable pursuant to this Agreement any such Taxes as may be required to be deducted
and withheld from such amounts under the Code or any other applicable Law (as reasonably determined by CayCo, SPAC, Merger Sub, the Company,
or the Exchange Agent, respectively). To the extent that any amounts are so deducted and withheld, such deducted and withheld amounts
shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding
was made and paid to the applicable Governmental Authority. To the extent any party hereto becomes aware of any obligation to deduct
or withhold from amounts otherwise payable, issuable or transferable pursuant to this Agreement, such party shall notify the other parties
hereto at least five (5) days prior to the date of the relevant payment, and the parties hereto shall reasonably cooperate to obtain
any certificates or other documentation required in respect of such deduction or withholding obligation and to reduce or eliminate any
applicable deduction or withholding.
4.11. Tax
Treatment. The parties intend that, for United States federal income tax purposes, (a) the TCO Restructuring, together with
the Merger, qualifies as a transfer of property described in Section 351 of the Code and Treasury Regulations thereunder,
(b) the Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code (as defined
below), and the Treasury Regulations (as defined below) promulgated thereunder, (c) the SPAC Class B Conversion qualifies as
a “reorganization” under Section 368(a)(1)(E) of the Code and the Treasury Regulations promulgated thereunder,
and (d) this Agreement is, and is hereby adopted as, a plan of reorganization for purposes of Sections 354, 361 and the 368
of the Code and within the meaning of Treasury Regulations Section 1.368-2(g). None of the parties knows of any fact or circumstance
(without conducting independent inquiry or diligence of the other relevant party), or has taken or will take any action, if such fact,
circumstance or action would be reasonably expected to cause the Transactions and the TCO Restructuring to fail to qualify for the Intended
Tax Treatment. The Transactions and the TCO Restructuring shall be reported by the parties for all Tax purposes in accordance with the
Intended Tax Treatment, unless otherwise required by a Governmental Authority. The parties hereto shall cooperate with each other and
their respective counsel to document and support the Tax treatment of the Transactions and the TCO Restructuring in accordance with the
Intended Tax Treatment, including providing customary representation letters.
Article V
REPRESENTATIONS AND WARRANTIES OF THE COMPANY, CayCo and Merger Sub
Except as set forth in the
disclosure letter delivered to SPAC by the Company on the date of this Agreement (the “Company Disclosure Letter”)
(each section of which, subject to Section 10.9, qualifies the correspondingly numbered and lettered representations in this
Article V), each of the Company Parties represents and warrants to SPAC as of the date of this Agreement and as of the Closing
Date as follows:
5.1. Company
Organization. The Company is a company limited by shares that has been duly incorporated, formed or organized, and is validly
existing under the Laws of Taiwan, and has the requisite corporate power and authority to own, lease or operate all of its properties
and assets and to conduct its business as it is now being conducted. The Governing Documents of the Company, as amended to the date of
this Agreement and as previously made available by or on behalf of the Company, to SPAC, are in full force and effect as of the date
hereof and the Closing Date, true, correct and complete, and the Company is not in breach or violation of any of the provisions contained
in its Governing Documents. The Company has timely filed all requisite annual reports in accordance with applicable Laws. The Company
is duly licensed or qualified and in good standing as a foreign or extra-provincial corporation (or other entity, if applicable) in each
jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified
or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing would not be material
to the business of the Group. The Company is not insolvent, bankrupt or unable to pay its debts as and when they fall due.
5.2. Subsidiaries.
As of the date of this Agreement and the Closing Date, the Company does not have any direct or indirect Subsidiaries, and does not own,
directly or indirectly, any ownership, equity, profits or voting interest in any Person or have any agreement or commitment to purchase
any such interest, and has not agreed and is not obligated to make nor is bound by any written, oral or other Contract, binding understanding,
option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated
to make, any future investment in or capital contribution to any other entity.
5.3. CayCo
and Merger Sub.
(a) Each
of CayCo and Merger Sub is an exempted company limited by shares that has been duly incorporated, and is validly existing and in good
standing under the Laws of the Cayman Islands. Each of CayCo and Merger Sub has the requisite corporate power and authority to own, lease
and operate all of its properties and assets and to conduct its business as it is now being conducted. The copies of the Governing Documents
of CayCo and Merger, in each case, as amended to the date of this Agreement and as previously made available by or on behalf of the Company,
to SPAC, are in full force and effect as of the date hereof and the Closing Date, true, correct and complete. Each of CayCo and Merger
Sub is not in violation of any of the provisions of its Governing Documents.
(b) Each
of CayCo and Merger Sub is duly licensed or qualified and in good standing as a foreign or extra-provincial corporation (or other entity,
if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to
be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing
would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of CayCo or Merger
Sub (as the case may be) to consummate the Transactions and the TCO Restructuring.
(c) Each
of CayCo and Merger Sub has no assets or operations and has not incurred any liabilities or obligations of any nature, and has not carried
on any business activities or operations other than those in connection with the transactions contemplated hereby. Each of CayCo and
Merger Sub was incorporated solely for the purpose of engaging in the transactions contemplated hereby and activities incidental thereto.
All of the equity interests of Merger Sub are held directly by CayCo. As of the date hereof, all issued and outstanding shares of CayCo
are owned by the Initial CayCo Shareholders, free and clear of all Liens (other than Permitted Liens).
(d) Each
of CayCo and Merger Sub has all requisite corporate power and authority to (i) execute and deliver this Agreement and the documents
contemplated hereby, and (ii) consummate the Transactions and the TCO Restructuring, and perform all obligations to be performed
by it hereunder and thereunder. The execution and delivery of this Agreement and the documents contemplated hereby and the consummation
of the Transactions and the TCO Restructuring and thereby have been duly and validly authorized and approved by the board of directors
and shareholder of CayCo, and by CayCo as the sole shareholder of Merger Sub. No other corporate proceeding on the part of CayCo or Merger
Sub is necessary to authorize this Agreement and the documents contemplated hereby. This Agreement has been, and at or prior to the Closing,
the other documents contemplated hereby will be, duly and validly executed and delivered by each of CayCo and Merger Sub, and this Agreement
constitutes, assuming the due authorization, execution and delivery by the other parties hereto, and at or prior to the Closing, the
other documents contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto,
a legal, valid and binding obligation of each of CayCo and Merger Sub, enforceable against CayCo and Merger Sub in accordance with its
terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’
rights generally and subject, as to enforceability, to general principles of equity.
(e) Neither
CayCo nor Merger Sub is a PRC Investor.
5.4. Due
Authorization.
(a) Each
of the Company Parties has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement
and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.6)
to consummate the Transactions and the TCO Restructuring, and to perform all of its obligations hereunder and thereunder. The execution
and delivery of this Agreement and the other documents to which the Company Parties are parties contemplated hereby and the consummation
of the Transactions and the TCO Restructuring have been duly and validly authorized and approved by the board of directors of the Company,
and no other company or corporate proceeding on the part of the Company Parties is necessary to authorize this Agreement and the other
documents to which the Company Parties are parties contemplated hereby. This Agreement has been, and on or prior to the Closing, the
other documents contemplated hereby will be, duly and validly executed and delivered by each of the Company Parties, and this Agreement
constitutes, assuming the due authorization, execution and delivery by the other parties hereto, and on or prior to the Closing, the
other documents to which each of the Company Parties is a party contemplated hereby will constitute, assuming the due authorization,
execution and delivery by the other parties thereto, a legal, valid and binding obligation of the Company Parties, enforceable against
the Company Parties in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.
(b) On
or prior to the date of this Agreement, the board of directors of each of the Company Parties has duly adopted resolutions unanimously
(i) determining that this Agreement, the Ancillary Agreements, the Company Restructuring Documents, the Transactions and the TCO
Restructuring are advisable and fair to, and in the best interests of, each of the Company Parties and the Company Shareholders and (ii) authorizing
and approving the execution, delivery and performance by the Company Parties of this Agreement, the Ancillary Agreements, the Company
Restructuring Documents, the Transactions and the TCO Restructuring. Certified copies of the resolutions described in this Section 5.4(b) have
been provided to SPAC prior to the execution and delivery of this Agreement by the Company Parties. No other corporate action is required
on the part of the Company or any of the Company Shareholders to enter into this Agreement or the documents to which each of the Company
Parties are party contemplated hereby or to approve the Transactions and the TCO Restructuring other than the Company Shareholder Approvals.
5.5. No
Conflict. Subject to the receipt of the Governmental Approvals set forth in Section 5.6 and except as set forth on
Section 5.5 of the Company Disclosure Letter, the execution and delivery by the Company Parties, as applicable, of this Agreement
and the documents to which the Company Parties are parties contemplated hereby and the consummation of the Transactions and the TCO Restructuring
do not and will not (a) violate or conflict with any provision of, or result in the breach of, or default under, the Governing Documents
of the Company Parties, as applicable; (b) violate or conflict with any provision of, or result in the breach of, or default under,
any Law (including (i) any Personal Information Laws and Policies, (ii) any Laws relating to the Company for being a Taiwan
Public Company including but not limited to the Taiwan Securities and Exchange Act and any regulations promulgated thereunder, and (iii) any
Laws relating to PRC Investment Restriction), Permit or Governmental Order applicable to the Group, CayCo or Merger Sub; (c) violate
or conflict with any provision of, or result in the breach of, or result in the loss of any right or benefit, or cause acceleration,
or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation
or acceleration) under any Privacy Policy or Contract of the type described in Section 5.12(a) to which any of the Group,
CayCo or Merger Sub is a party or by which the Group, CayCo or Merger Sub may be bound, or terminate or result in the termination of
any such foregoing Contract; or (d) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or
assets of the Group, CayCo or Merger Sub, except, in the case of clauses (b) through (d), to the extent that the occurrence
of the foregoing would not (i) have, or would not reasonably be expected to have, individually or in the aggregate, a material adverse
effect on the ability of the Company Parties to enter into and perform its obligations under this Agreement or (ii) be material
to the business of the Group.
5.6. Governmental
Authorities; Approvals. Assuming the truth and completeness of the representations and warranties of SPAC contained in this Agreement,
no consent, waiver, approval or authorization of, or designation, declaration or filing (including, without limitation, the PRC Investment
Approval) with, or notification to, any Governmental Authority (each, a “Governmental Approval”) is required on the
part of each of the Company Parties, as applicable, with respect to the execution or delivery of this Agreement or the consummation of
the Transactions and the TCO Restructuring, except for: (i) the Taiwan IC Approval; (ii) any Governmental Approvals required
on the part of each of the Company Parties, as applicable, the absence of which would not, individually or in the aggregate, reasonably
be expected to have a material adverse effect on the ability of the Company Parties to perform or comply with, on a timely basis, any
material obligation of the Company Parties under this Agreement, the Company Restructuring Documents, or the Ancillary Agreements, to
consummate the Transactions and the TCO Restructuring, or to conduct the business of the Group as currently conducted in all material
respects; and (iii) the filing of the Plan of Merger and related documentation with the Cayman Registrar in accordance with the
Cayman Companies Act.
5.7. Capitalization
of the Company.
(a) As
of the date of this Agreement, the authorized share capital of the Company is NT$1,000,000,000, consisting of 100,000,000 common shares,
each with a par value of NT$10 per share (the “Company Common Shares”) among which 28,150,940 common shares are issued
and outstanding as of the execution of this Agreement and a capitalization table of the Company as of the date of this Agreement is set
forth in Exhibit C. All of the issued and outstanding Company Common Shares: (i) have been duly authorized and
validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law
and all requirements set forth in (A) the Governing Documents of the Company and (B) any other applicable Contracts governing
the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call
option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law,
the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound; and (iv) are free and
clear of any Liens other than Permitted Liens. The Company has provided to SPAC, prior to the date of this Agreement, the complete and
true list of the share certificates evidencing the Company Shares issued and outstanding as of the date of the Agreement and copies of
all such share certificates.
(b) As
of the date of this Agreement and Closing Date, the Group does not have any employee incentive plan and no Options are issued or
outstanding.
(c) There
are (i) no outstanding shares of capital share or share capital of, or other equity or voting interest in, the Company, (ii) no
outstanding securities of the Company (including debt securities) convertible into or exchangeable for shares of capital share or share
capital of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights or other commitments
or agreements to acquire from the Company, or that obligate the Company to issue or register, or that restrict the transfer or voting
of, any capital share or share capital of, or other equity or voting interest in, or any securities convertible into or exchangeable
for shares of capital share or share capital of, or other equity or voting interest in, the Company, (iv) no obligations of the
Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement
or commitment relating to any capital share or share capital of, or other equity or voting interest (including any voting debt) in, the
Company (the items in clauses (i), (ii), (iii) and (iv), together with the share capital of the Company, being referred to collectively
as “Securities”), (v) no calls, subscriptions, preemptive rights, Contracts, agreements, arrangements, voting
trusts, proxies, understandings or other commitments of any kind for the purchase or issuance of Securities, (vi) no “phantom
shares” or similar obligations of the Company, (vii) no Contracts requiring the Company to acquire any equity interest of
any other Person, and (viii) no other obligations by the Company to make any payments based on the price or value of any Securities
or dividends paid thereon or revenues, earnings or financial performance or any other attribute of the Company.
(d) Each
holder or beneficial owner of the Securities has complied with all applicable Laws and have acquired other necessary Permits by Governmental
Authority for their investment into or holding such Securities.
5.8. Financial
Statements.
(a) Attached
as Section 5.8(a) of the Company Disclosure Letter are the true and complete copies of the audited consolidated balance
sheets and statements of operations and comprehensive loss, cash flows and shareholders’ equity of the Group as of and for the
years ended December 31, 2022 and December 31, 2021, together with the auditor’s reports thereon (the “Audited
Financial Statements”). The Group will provide to SPAC true and complete copies of the unaudited condensed consolidated balance
sheet and statements of operations and comprehensive loss, cash flows and shareholders’ equity of the Group as of and for the six
(6)-month period ended June 30, 2023 within twenty (20) Business Days from the date of this Agreement (the “Interim
Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”).
(b) When
delivered pursuant to Section 7.5, the Audited Financial Statements and the Interim Financial Statements, in each case, (i) fairly
present in all material respects the consolidated financial position of the Group, as at the respective dates thereof, and the consolidated
results of its operations, its consolidated incomes, its consolidated changes in shareholders’ equity (with respect to the Audited
Financial Statements only) and its consolidated cash flows for the respective periods then ended (subject, in the case of the Interim
Financial Statements to normal year-end adjustments and the absence of footnotes), (ii) were prepared in conformity with GAAP, applied
on a consistent basis during the periods involved (except as may be indicated in the notes thereto and, in the case of the Interim Financial
Statements, the absence of footnotes or the inclusion of limited footnotes), (iii) were prepared from, and are in accordance in
all material respects with, the books and records of the Group, (iv) when delivered by the Company for inclusion in the Registration
Statement for filing with the SEC following the date of this Agreement in accordance with Section 7.5, will comply in all
material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and
the Securities Act applicable to a registrant, in effect as of the respective dates thereof, and (v) except as expressly disclosed
in the Financial Statements, are not affected to a material extent by any unusual, exceptional or non-recurring items that would or might
make the financial position or results of operations of the Group as disclosed in such Financial Statements misleading or deceptive.
(c) The
Group maintains a system of internal accounting controls sufficient in all respects to provide reasonable assurance that (i) transactions
are executed in accordance with management’s general or specific authorizations, and (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with GAAP. Neither the Group (including any employee thereof) nor any independent
auditor of the Group has identified or been made aware of (x) any significant deficiency or material weakness in the system of internal
accounting controls utilized by the Group, (y) any fraud, whether or not material, that involves the Group’s management or
other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Group
or (z) any claim or allegation regarding any of the foregoing.
(d) The
Group is not a party to, and does not have any commitment to become a party to, any material off-balance sheet partnership or any similar
Contract or arrangement, including any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K
promulgated by the SEC).
5.9. Undisclosed
Liabilities. Except as set forth on Section 5.9 of the Company Disclosure Letter, there is no other liability, debt
or obligation of or claim or judgment against, the Group, CayCo and Merger Sub (whether direct or indirect, absolute or contingent, accrued
or unaccrued, known or unknown, liquidated or unliquidated or due or to become due), except for liabilities, debts, obligations, claims
or judgments (a) reflected or reserved for on the Financial Statements or disclosed in the notes thereto, (b) that have arisen
since the date of the most recent balance sheet included in the Financial Statements in the ordinary course of business, consistent with
past practice, of the Company, or (c) that will be discharged or paid off prior to or at the Closing. There is no outstanding guarantee,
indemnity, encumbrance or comfort (whether or not legally binding) given by the Company Parties to any person other than as disclosed
in the Company Disclosure Letter. There are no and will not have any material liability, debt, obligation of, claim, judgement against,
or other material adverse effect on the Group or its Affiliates (whether direct or indirect, absolute or contingent, accrued or unaccrued,
known or unknown, liquidated or unliquidated or due or to become due) arising from or in connection with any
former or current Subsidiary of the Company; and the Company has not exercised and shall not exercise its option to repurchase any shares
or securities from any of the Company’s Subsidiaries.
5.10. Litigation
and Proceedings. Except as set forth on Section 5.10 of the Company Disclosure Letter, as of the date hereof: (a) there
are no initiated, pending or, to the knowledge of the Company, threatened, Actions, or other proceedings at law or in equity (collectively,
“Legal Proceedings”), against the Group, CayCo or Merger Sub or their respective properties or assets (including their
respective Intellectual Property), or any of the directors, officers or employees of any of the Group, CayCo or Merger Sub in their capacity
as such; (b) other than examinations conducted in the ordinary course of a Governmental Authority’s generally applicable supervisory
jurisdiction, no investigations, audits or other inquiries have been initiated, are pending, or, to the knowledge of the Company, have
been threatened against, the Group, CayCo or Merger Sub or their respective properties or assets (including their respective Intellectual
Property) by any Governmental Authority; and (c) there is no outstanding Governmental Order imposed upon the Group, CayCo or Merger
Sub; nor are any properties or assets (including their respective Intellectual Property), or any of the directors, officers or employees
of the Group or its businesses bound or subject to any Governmental Order.
5.11. Legal
Compliance.
(a) Each
of the Group, CayCo or Merger Sub is, and for the prior five (5) years has been, in compliance in all material respects with all
applicable Laws, including (i) Laws related to the prevention of money laundering and economic sanctions, Personal Information Laws
and Policies, (ii) Laws related to cross-border investment and foreign exchange and Laws related to cybersecurity and data privacy,
and (iii) Laws relating to the Company for being a Taiwan Public Company, including but not limited to the Taiwan Securities and
Exchange Act and any regulations promulgated thereunder, and the PRC Investment Restriction. The Group maintains a program of policies,
procedures and internal controls to ensure compliance with applicable Law. Neither the Group nor any of its officers, directors or employees
thereof acting in such capacity, has received any written notice of, or been charged with, the violation of any Laws.
(b) The
Group, CayCo and Merger Sub (i) are, and have been for the past five (5) years, in compliance in all material respects
with all Anti-Money Laundering Laws, International Trade Laws and Sanctions Laws, and (ii) have obtained all required licenses,
consents, notices, waivers, approvals, orders, registrations, declarations or other authorizations from, and have made any material filings
with, any applicable Governmental Authority for the import, export, re-export, deemed export, deemed re-export or transfer required under
the International Trade Laws and Sanctions Laws (the “Export Approvals”). None of the Group, CayCo or Merger Sub is
required to report the Merger or the TCO Restructuring to any Governmental Authority under the International Trade Laws or under any
Export Approval. There are no pending or, to the knowledge of the Company, threatened, claims, complaints, charges, investigations, voluntary
disclosures or legal proceedings against the Group related to any Anti-Money Laundering Laws, International Trade Laws or Sanctions
Laws or any Export Approvals. Neither the Group nor any of its directors or officers, or, to the knowledge of the Company, employees
or any of the Group’s agents, representatives or other Persons acting on behalf of the Group, (i) is, or has during the past
five (5) years, been a Sanctioned Person or (ii) has transacted business directly or knowingly indirectly with any Sanctioned
Person or in any Sanctioned Country.
5.12. Contracts;
No Defaults.
(a) Section 5.12(a) of
the Company Disclosure Letter contains a listing of all Contracts described in clauses (i) through (xvi) below
to which, as of the date of this Agreement, the Group is a party or by which it is bound, other than a Company Benefit Plan. True, correct
and complete copies of the Contracts listed in Section 5.12(a) of the Company Disclosure Letter have previously been
delivered to or made available to SPAC or its agents or representatives, together with all amendments thereto:
(i) any
Contract with any of the Top Customers or the Top Vendors;
(ii) each
note, debenture, Contract or other evidence of Indebtedness of the Group, including any agreement or commitment for future loans, credit
or financing, in each case, in excess of US$100,000;
(iii) each
Contract for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Group in the
last five (5) years, in each case, involving payments in excess of US$100,000 other than Contracts in which the applicable acquisition
or disposition has been consummated, and there are no liabilities of the Group remaining or obligations of the Group ongoing;
(iv) each
lease, rental or occupancy agreement, license, installment and conditional sale agreement and other Contract that provides for the ownership
of, leasing of, title to, use of or any leasehold or other interest in any real or personal property and involves aggregate payments
in excess of US$50,000 in any calendar year;
(v) each
Contract involving the formation of a joint venture, partnership, strategic alliance or limited liability company;
(vi) Contracts
(other than employment agreements, employee confidentiality and invention assignment agreements, equity or equity incentive documents
and Governing Documents) between the Group, on the one hand, and Affiliates of the Group, the officers and managers (or equivalents)
of the Group, the members or shareholders of the Company, any employee of the Group or a member of the immediate family of the foregoing
Persons, on the other hand, if any (collectively, “Affiliate Agreements”);
(vii) Contracts
with each current employee or individual consultant or other individual service provider to the Group that provide annual base compensation
(excluding bonus and other benefits) in excess of US$100,000;
(viii) Contracts
with any employee or consultant of the Group that provide for change in control, retention or similar payments or benefits contingent
upon, accelerated by or triggered by the consummation of the Transactions or the TCO Restructuring;
(ix) any
collective bargaining (or similar) agreement or Contract between the Group, on one hand, and any labor union, works council or other
body representing employees of the Group, on the other hand;
(x) each
Contract (including license agreements, coexistence agreements, and agreements with covenants not to sue) related to use of Intellectual
Property by or of the Group and material to the business of the Group (other than nonexclusive licenses (A) to use unmodified, commercially
available off-the-shelf software that does not include negotiated terms and have a replacement cost and annual license fee of less than
US$200,000 per each such Contract or (B) granted to end users and service providers in the ordinary course of business, including
incidental trademark licenses ancillary to marketing, printing or advertising Contracts);
(xi) Contracts
containing covenants of the Group (A) prohibiting or limiting the right of the Group to engage in or compete with any Person in
any line of business in any material respect or (B) prohibiting or restricting the Group’s ability to conduct their business
with any Person in any geographic area in any material respect;
(xii) any
Contract that (A) grants to any Person any preferred pricing, “most favored nation” or similar rights, (B) grant
exclusivity to any Person in respect of any geographic location, any customer or any product or service, (C) requires the purchase
of all or a given portion of the Group’s requirements for products or services from any Person, or any other similar provision,
or (D) grants to any Person price guarantees for a period greater than one (1) year from the date of this Agreement and requires
aggregate future payments to the Group in excess of US$200,000 in any calendar year;
(xiii) Contracts
granting to any Person (other than the Group) a right of first refusal, first offer or similar right to purchase or acquire exclusive
rights or ownership with respect to any service, product or Intellectual Property of the Group or to purchase or acquire equity interests
in the Group;
(xiv) each
of the arrangements and agreements described on Section 5.12(a)(xiii) of the Company Disclosure Letter, whether or not
in written form (and if in written from, whether or not executed by the parties thereto as of the date of this Agreement);
(xv) Contracts
that (A) involve any capital commitment or capital expenditure of US$200,000 (or the equivalent in other currencies) or more, in
the aggregate, or (B) require performance by the Group more than one (1) year from the date hereof that, in each of the case
of clauses (A) and (B), are not terminable by the Group without premium or penalty on notice of sixty (60) calendar days or less;
and
(xvi) any
outstanding written commitment to enter into any Contract of the type described in clauses (i) through (xiv) of
this Section 5.12(a).
(b) All
of the Contracts listed pursuant to Section 5.12(a) in the Company Disclosure Letter are (i) in full force and
effect, (ii) represent the legal, valid and binding obligations of the Group and, to the knowledge of the Company, represent the
legal, valid and binding obligations of the counterparties thereto, and (iii) except as set forth on Section 5.12(b) of
the Company Disclosure Letter, none of the Top Customers or Top Vendors has, as of the date of this Agreement, notified the Group in
writing, or to the Company’s knowledge, verbally (i) that it will, or has threatened to terminate, cancel, materially limit
or materially alter and adversely modify any of its existing business with the Group (other than due to the expiration of an existing
contractual arrangement) or (ii) that it is, or to the knowledge of the Company, otherwise involved in or threatening a material
dispute with the Group or its businesses. Except, in each case, where the occurrence of such breach or default or failure to perform
would not be material to the Group, (x) the Group has performed in all respects all of its obligations required to be performed
by it to date under such Contracts listed pursuant to Section 5.12(a) and neither the Group, nor, to the knowledge of
the Company, any other party thereto is in breach of or default under any such Contract, (y) the Group has not received any written
claim or notice of termination or breach of or default under any such Contract, and (z) no event has occurred which, individually
or together with other events, would reasonably be expected to result in a breach of or a default under any such Contract by the Group
or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both).
5.13. Company
Benefit Plans.
(a) Section 5.13(a) of
the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of each “employee benefit plan”
as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”)
(whether or not subject thereto) and any other plan, policy, program or agreement (including any insurance policy, pension arrangement,
provident fund, education fund, disability insurance, any employment, bonus, incentive or deferred compensation, equity or equity-based
compensation, severance, retention, supplemental retirement, change in control or similar plan, policy, program or agreement) providing
compensation or other benefits to any current or former director, officer, individual consultant, worker or employee, which are maintained,
sponsored or contributed to by the Group, or to which the Group is a party or has or may have any liability, and in each case, whether
or not (i) subject to the Laws of the United States, (ii) in writing or (iii) funded, but excluding in each case any statutory
plan, program or arrangement that is required under applicable law and maintained by any Governmental Authority (each, a “Company
Benefit Plan”) and separately denotes with an asterisk each Non-U.S. Plan. The Company has delivered to SPAC, to the extent
applicable, true, complete and correct copies of (A) each Company Benefit Plan (or, if not written a written summary of its material
terms), including all plan documents, trust agreements, insurance Contracts or other funding vehicles and all amendments thereto, to
the extent applicable; and (B) the most recent summary plan descriptions, including any summary of material modifications.
(b) Except
as set forth on Section 5.13(b) of the Company Disclosure Letter: (i) each Company Benefit Plan has been operated
and administered in material compliance with its terms and all applicable Laws; (ii) all contributions required to be made with
respect to any Company Benefit Plan on or before the date hereof have been made and all obligations in respect of each Company Benefit
Plan as of the date hereof have been accrued and reflected in the Company’s financial statements to the extent required by GAAP;
and (iii) the Company is not in breach of fiduciary duty or any other failure to act or comply in connection with the administration
or investment of the assets of any Company Benefit Plan.
(c) No
Company Benefit Plan is a multiemployer pension plan (as defined in Section 3(37) of ERISA) (a “Multiemployer Plan”)
or other pension plan that is subject to Title IV of ERISA (“Title IV Plan”) and neither the Company nor any of its
ERISA Affiliates has sponsored or contributed to, been required to contribute to, or had any actual or contingent liability under, a
Multiemployer Plan or Title IV Plan at any time within the previous six (6) years. Neither the Company nor any of its ERISA Affiliates
has incurred any withdrawal liability under Section 4201 of ERISA that has not been fully satisfied.
(d) With
respect to each Company Benefit Plan, no actions, suits or claims (other than routine claims for benefits in the ordinary course) are
pending or, to the knowledge of the Company, threatened, and to the knowledge of the Company, no facts or circumstances exist that would
reasonably be expected to give rise to any such actions, suits or claims.
(e) No
Company Benefit Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees or
former employees of the Group for periods extending beyond their retirement or other termination of service, other than (i) coverage
mandated by applicable Law, (ii) death benefits under any “pension plan,” or (iii) benefits the full cost of which
is borne by the current or former employee (or his or her beneficiary). No condition exists that would prevent the Group from amending
or terminating any Company Benefit Plan providing health or medical benefits in respect of any active employee of the Group (other than
in accordance with the applicable Company Benefit Plan).
(f) Except
as set forth on Section 5.13(f) of the Company Disclosure Letter, the consummation of the Transactions and the TCO Restructuring
will not, either alone or in combination with another event (such as termination following the consummation of the Transactions and the
TCO Restructuring), (i) entitle any current or former employee, officer or other service provider of the Group to any severance
pay or any other compensation or benefits payable or to be provided by the Group, except as expressly provided in this Agreement, or
(ii) accelerate the time of payment, funding or vesting, or increase the amount of compensation or benefits (including in respect
of Options) due any such employee, officer or other individual service provider by the Group, (iii) directly or indirectly cause
the Group to transfer or set aside any assets to fund any material benefits under any Company Benefit Plan, (iv) otherwise give
rise to any material liability under any Company Benefit Plan, or (v) limit or restrict the right to merge, materially amend, terminate
or transfer the assets of any Company Benefit Plan at or following the consummation of the Transactions and the TCO Restructuring. The
consummation of the Transactions and the TCO Restructuring will not, either alone or in combination with another event, result in any
“excess parachute payment” under Section 280G of the Code to any current or former employee, officer or other individual
service provider of the Group. No Company Benefit Plan provides for a Tax gross-up, make whole or similar payment with respect to the
Taxes imposed under Sections 409A or 4999 of the Code or otherwise.
(g) With
respect to each Company Benefit Plan subject to the Laws of any jurisdiction outside the United States, (i) all employer contributions
to each such Company Benefit Plan required by Law or by the terms of such Company Benefit Plan have been made, (ii) each such Company
Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities
and, to the knowledge of the Company, no event has occurred since the date of the most recent approval or application therefor relating
to any such Company Benefit Plan that would reasonably be expected to adversely affect any such approval or good standing, and (iii) each
such Company Benefit Plan required to be fully funded or fully insured, is fully funded or fully insured, including any back-service
obligations, on an ongoing and termination or solvency basis (determined using reasonable actuarial assumptions) in compliance with applicable
Laws. Each Company Benefit Plan subject to the Laws of any jurisdiction outside the United States, which provides retirement benefits,
is a defined contribution plan.
5.14. Labor
Relations; Employees.
(a) The
Group is not or has never been a party to or bound by any collective bargaining agreement, or any similar agreement, Contract or arrangement
with a labor union, trade union or other organization or body involving any of its employees or employee representatives, or is otherwise
required (under any Law, under any Contract or otherwise) to provide benefits or working conditions under any of the foregoing, and no
such agreement is being or has been negotiated by the Group, and no labor union, works council or any other employee representative body
has requested or, to the knowledge of the Company, has sought to represent any of the employees of the Group. To the knowledge of the
Company, there has been no labor organization activity involving any employees of the Group. The Group is not and has never been a member
of any employers’ association or organization. The Group has never had any threatened strike, slowdown, work stoppage, lockout
or other material labor dispute against or affecting the Group or question concerning representation, by or with respect to any of the
Group’s employees.
(b) The
Group is, and has been, as of its inception date, in compliance with all applicable Laws respecting labor, employees and employment issues,
including, but not limited to, all Laws respecting terms and conditions of employment, termination of employment, occupational health
and safety, wages and hours, overtime and overtime payment, working during rest days, holiday pay and the calculation of holiday pay,
working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and
worker status), child labor, privacy issues, fringe benefits and employment practices, immigration, employment discrimination, harassment,
disability rights or benefits, notices to employees, pay slips, equal opportunity and equal pay, plant closures and layoffs, affirmative
action, workers’ compensation, labor relations, employee leave issues, unemployment insurance, social security (or similar) and
housing allowance fund, and the Group is not engaged and has never been engaged in any unfair labor practice of any nature.
(c) The
Group has never received (i) notice of any unfair labor practice charge or complaint before the National Labor Relations Board or
any other Governmental Authority against it, (ii) notice of any complaints, grievances or arbitrations arising out of any collective
bargaining agreement or any other complaints, grievances or arbitration procedures against it, (iii) notice of any charge or complaint
with respect to or relating to it before the Equal Employment Opportunity Commission or any other Governmental Authority responsible
for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the
enforcement of labor, employment, wages and hours of work, child labor, immigration or occupational safety and health Laws to conduct
an investigation with respect to or relating to it or notice that such investigation is in progress, or (v) notice of any complaint,
lawsuit or other proceeding in any forum by or on behalf of any present or former employee of it, any applicant for employment or classes
of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination
thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and with respect to each
of clauses (i) through (v) herein, no such matters are pending or to the knowledge of the Company, threatened.
(d) To
the knowledge of the Company, no employee of the Group with annual base salary in excess of US$100,000 or at the level of vice president
or higher intends to terminate his or her employment.
(e) To
the knowledge of the Company, no present or former employee, worker or independent contractor of the Group is in violation of (i) any
term of any employment Contract, invention assignment agreement, patent disclosure agreement, restrictive covenants, including non-competition
and non-solicitation, nondisclosure obligation or fiduciary duty to the Group, or (ii) any restrictive covenant or nondisclosure
obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or
provide services to the Group or (B) the knowledge or use of trade secrets or proprietary information.
(f) All
payments due from the Group on account of wages or other compensation, and employee health and welfare insurance and other benefits,
have been paid or accrued in all material respects in accordance with GAAP as a liability on the books of the Group.
(g) The
Group is not party to a settlement agreement with a current or former officer, employee or independent contractor of the Group that involves
allegations relating to sexual or other harassment, sexual misconduct or discrimination by any employee or officer of the Group.
To the knowledge of the Company, in the last three (3) years, no allegations of sexual or other harassment, sexual misconduct
or discrimination have been made against any employee or officer of the Group.
(h) The
Group has not misclassified its current or former independent contractors as such or its current or former employees as exempt or nonexempt
from wage and hour Laws.
(i) In
the past three (3) years, the Group has not closed any site of employment, effectuated any group layoffs of employees, furloughs,
employment terminations or implemented any early retirement, exit incentive or other group separation program, nor has the Group planned
or announced any such action or program for the future, whether temporary or permanent.
(j) In
the past three (3) years, the Group has complied in all material respects with their respective obligations under applicable Law
or any agreement with a labor union, works council or any other employee representative body to inform, consult with and/or obtain consent
from any such entity. The consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council or
other employee representative body is not required by applicable Law or any agreement, with any such entity for the Company to enter
into this Agreement or to consummate any of the Transactions and the TCO Restructuring. The Group does not engage any personnel through
manpower agencies.
5.15. Taxes.
(a) All
Tax Returns required to be filed by or with respect to the Group have been timely filed (taking into account any applicable extensions),
all such Tax Returns (taking into account all amendments thereto) are true, complete and accurate and all amounts of Taxes of the Group
due and payable (whether or not shown on any Tax Return) have been timely paid. Any Taxes of the Group that are not yet due and payable
have been properly accrued on the Financial Statements or, with respect to taxable periods not reflected on the Financial Statements,
on the books and records of the Group, in each case, in accordance with GAAP.
(b) The
Group has withheld from amounts owing or paid to any employee, creditor, shareholder or other Person all Taxes required by Law to be
withheld, paid over to the proper Governmental Authority in a timely manner all such withheld amounts and otherwise complied in all respects
with all applicable withholding and related reporting and record-keeping requirements. The Group is registered for the purposes of sales
Tax, use Tax, employment Taxes, Transfer Taxes, value added Taxes or any similar Tax in all jurisdictions, where it is required by Law
to be so registered and has within the time and manner prescribed by applicable Law collected all such Taxes (and, for all sales that
are exempt from sales, value added and similar Taxes and that were made without charging or remitting sales, value added or similar taxes,
received and retained any appropriate Tax exemption certificates and other documentation qualifying such sale as exempt) and has timely
remitted all Taxes collected to the appropriate taxing authority in accordance with applicable Laws.
(c) The
Group has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment
or deficiency (except for automatic extensions of time to file income Tax Returns obtained in the ordinary course of business).
(d) There
are no Liens for any material amount of Taxes (other than Permitted Liens) upon the property or assets of the Group.
(e) No
claim, assessment, deficiency or proposed adjustment for any material amount of Tax has been asserted or assessed by any Governmental
Authority against the Group that remains unpaid.
(f) There
are no Tax audits or other examinations of the Group presently in progress, nor has the Group been notified in writing of (nor to the
knowledge of the Company has there been) any request or threat for such an audit or other examination, and there are no waivers, extensions
or requests for any waivers or extensions of any statute of limitations currently in effect with respect to any amount of Taxes of the
Group.
(g) The
Group has not made a request for an advance tax ruling, request for technical advice, a request for a change of any method of accounting
or any similar request that is in progress or pending with any Governmental Authority with respect to any Taxes.
(h) The
Group is not a party to or bound by any Tax indemnification or Tax sharing agreement.
(i) The
Group (i) is not liable for Taxes of any other Person (other than the Group) under Treasury Regulation Section 1.1502-6 or
any similar provision of state, local or foreign Tax Law or as a transferee or successor or by Contract (other than customary commercial
Contracts entered into in the ordinary course of business not primarily related to Taxes) and (ii) has never been a member of an
affiliated, consolidated, combined or unitary group filing for income Tax purposes, other than a group the common parent of which was
or is the Group.
(j) No
written claim has been made by any Governmental Authority where the Group does not file Tax Returns that it is or may be subject to taxation
in that jurisdiction and, to Company’s knowledge, there is no basis for any such claim to be made.
(k) The
Group does not have, and has never had, a permanent establishment or a fixed place of business in any country other than the country
of its organization, or is, or has ever been, subject to income Tax in a jurisdiction outside the country of its organization. The Group
is, and has always been, tax residents solely in its country of incorporation.
(l) The
Group will not be required to include any amount in taxable income, exclude any item of deduction or loss from taxable income, or make
any adjustment under Section 481 of the Code (or any similar provision of state, local or foreign Law) for any taxable period (or
portion thereof) ending after the Closing Date as a result of any (i) installment sale, intercompany transaction described in the
Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or non-U.S. Law) or open transaction
disposition made on or prior to the Closing Date, (ii) prepaid amount received or deferred revenue recognized on or prior to the
Closing Date, (iii) change in method of accounting for a taxable period ending on or prior to the Closing Date, or (iv) “closing
agreement” as described in Section 7121 of the Code (or any similar provision of state, local or non-U.S. Law).
(m) The
Group is not a passive foreign investment company within the meaning of Section 1297 of the Code.
(n) The
Group is properly classified as a non-U.S. corporation for U.S. federal income Tax purposes and is not (i) a “surrogate foreign
corporation” or a “expatriated entity” within the meaning of Section 7874 of the Code, (ii) a domestic corporation
pursuant to Section 7874 of the Code or (iii) a stapled entity within the meaning of Section 269B of the Code.
(o) There
currently are no limitations on the utilization of the net operating losses, built-in-losses, capital losses, Tax credits, Tax holidays
or other Tax attributes of the Group under any applicable law, and there are no limitations on Group’s ability to use such net
operating losses, built-in-losses, capital losses, Tax credits, Tax holidays or other similar items under any applicable law.
(p) The
Group has not taken any action, nor, to the knowledge of the Company, are there any facts or circumstances, that could reasonably be
expected to prevent, impair or impede the Intended Tax Treatment of the Business Combination, the Transactions and the TCO Restructuring.
(q) CayCo
has paid to the Governmental Authority the applicable securities transaction tax on behalf of the Company Shareholders (other than the
Remaining Company Shareholders) in connection with the TCO Restructuring.
5.16. Brokers’
Fees. Except as set forth on Section 5.16 of the Company Disclosure Letter, no broker, finder, investment banker
or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the Transactions or the TCO
Restructuring based upon arrangements made by the Group or any of its Affiliates for which SPAC or the Group has any obligation.
5.17. Insurance.
Section 5.17 of the Company Disclosure Letter contains a list of all material policies or binders of property, fire and casualty,
product liability, workers’ compensation and other forms of insurance held by, or for the benefit of, the Group as of the date
of this Agreement. True, correct and complete copies of such insurance policies as in effect as of the date hereof have previously been
made available to SPAC. All such policies are in full force and effect, all premiums due have been paid, and no notice of cancellation
or termination has been received by the Group with respect to any such policy. No insurer has denied or disputed coverage of any material
claim under an insurance policy.
5.18. Permits.
(a) The
Group has obtained, and maintains, all Permits required to permit the Group to own, operate, use and maintain their assets in the manner
in which they are now operated and maintained and to conduct the business of the Group as currently conducted. Each Permit held by the
Group is valid, binding and in full force and effect. The Group: (a) is not in default or violation (and no event has occurred which,
with notice or the lapse of time or both, would constitute a material default or violation) in any material respect of any term, condition
or provision of any Permit to which it is a party; (b) is not or has not been the subject of any pending or threatened Action by
a Governmental Authority seeking the revocation, suspension, termination, modification, or impairment of any Permit; and (c) has
not received any notice that any Governmental Authority that has issued any Permit intends to cancel, terminate, or not renew any such
material Permit, except to the extent such Permit may be amended, replaced or reissued as a result of and as necessary to reflect the
Transactions or the TCO Restructuring.
(b) Section 5.18(b) of
the Company Disclosure Letter sets forth a true, correct and complete list of Permits held by the Group.
5.19. Equipment
and Other Tangible Property.
(a) The
Group owns and has good title to, and has the legal and beneficial ownership of or a valid leasehold interest in or right to use by license
or otherwise, all material machinery, equipment and other tangible property reflected on the books of the Group as owned by the Group,
free and clear of all Liens other than Permitted Liens. All material personal property and leased personal property assets of the Group
are structurally sound and in good operating condition and repair (ordinary wear and tear expected) and are suitable for their present
use.
(b) Section 5.19
of the Company Disclosure Letter contains a list of all Liens over the Group’s assets granted by the Group in favor of any
Person (other than the Group) as of the date of this Agreement. True, correct and complete copies of security documents granting such
Liens (“Company Security Documents”) as in effect as of the date hereof have previously been made available to SPAC.
The Group has complied in all material respects with the terms of all Company Security Documents, and all such Company Security Documents
are valid and binding in accordance with their respective terms and in full force and effect, and there is not under any such Company
Security Documents any material existing default by the Group or, to the knowledge of the Company, any other party thereto, or any event
which with notice or lapse of time or both would constitute such a default, except for any such noncompliance, default or failure to
be in full force and effect that, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
5.20. Real
Property.
(a) Section 5.20
of the Company Disclosure Letter sets forth a true, correct and complete list as of the date of this Agreement of all Leased Real
Property and all Real Property Leases (as hereinafter defined) pertaining to such Leased Real Property. With respect to each parcel of
Leased Real Property:
(i) The
Group holds a good and valid leasehold estate in, and enjoys peaceful and undisturbed possession of, such Leased Real Property, free
and clear of all Liens, except for Permitted Liens.
(ii) The
Group’s possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed.
(iii) The
Group has delivered to SPAC true, correct and complete copies of all leases, lease guaranties, subleases, and agreements for the leasing,
use or occupancy of, or otherwise granting a right in or to the Leased Real Property by or to the Group, including all amendments, terminations
and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases have been
modified in any respect following the date of this Agreement, except in accordance with this Agreement and to the extent that such modifications
have been disclosed by the copies delivered to SPAC.
(iv) The
Group is in material compliance with all Liens, encumbrances, easements, restrictions, and other matters of record affecting the Leased
Real Property, and the Group has not received any notice alleging any default or breach under any of such Liens, encumbrances, easements,
restrictions, or other matters and, to the knowledge of the Company, no default or breach, nor any event that with notice or the passage
of time would result in a default or breach, by any other contracting parties has occurred thereunder. To the knowledge of the Company,
there are no material disputes with respect to such Real Property Leases.
(v) As
of the date of this Agreement, no party, other than the Group, has any right to use or occupy the Leased Real Property or any portion
thereof.
(vi) The
Group has not received written notice of any current condemnation proceeding or proposed similar Action or agreement for taking in lieu
of condemnation with respect to any portion of the Leased Real Property.
(b) The
Group does not own any freehold property, land or other real property (“Owned Land”).
(c) The
development, construction and usage of construction projects and decoration projects (including construction or decoration of laboratories,
research centers and other experimental facilities, etc.) owned or used by the Group are conducted in compliance with applicable
Laws and all material Permits thereunder have been duly obtained in accordance with applicable Laws.
5.21. Intellectual
Property.
(a) Section 5.21(a) of
the Company Disclosure Letter lists each item of Intellectual Property that is registered or applied-for with a Governmental Authority
or a domain name registry and is owned or purported to be owned by the Group, whether applied for or registered in the United States
or internationally as of the date of this Agreement (“Company Registered Intellectual Property”). The Group is the
sole and exclusive beneficial and record owner of all of the items of Company Registered Intellectual Property and all material unregistered
Intellectual Property owned or purported to be owned by the Group (together with the Company Registered Intellectual Property, the “Company
Intellectual Property”), and all such Company Intellectual Property is subsisting and, excluding any pending applications included
in the Company Registered Intellectual Property, is valid and enforceable.
(b) Except
as would not be expected to be material to the Group, the Group owns, free and clear of all Liens (other than Permitted Liens), or has
a valid right to use, all Intellectual Property reasonably necessary for the continued conduct of the business of the Group in substantially
the same manner as such business has been operated during the twelve (12) months prior to the Closing Date.
(c) The
Group has not, within the three (3) years preceding the date of this Agreement, infringed upon, misappropriated or otherwise
violated and are not infringing upon, misappropriating or otherwise violating, any Intellectual Property of any Person, and there is
no Action pending to which the Group is a named party, or, to the knowledge of the Company, that is threatened in writing, alleging the
Group’s infringement, misappropriation or other violation of any Intellectual Property of any Person, or challenging the ownership,
validity, enforceability or use of any Company Intellectual Property.
(d) Except
as set forth on Section 5.21(d) of the Company Disclosure Letter, to the knowledge of the Company as of the date of
this Agreement, (i) no Person is infringing upon, misappropriating or otherwise violating any Company Intellectual Property, and
(ii) the Group has not sent to any Person within the three (3) years preceding the date of this Agreement any written
notice, charge, complaint, claim or other written assertion against any Person claiming infringement or violation by or misappropriation
of any Company Intellectual Property.
(e) The
Group takes, and throughout the three (3) years preceding the date of this Agreement has taken, commercially reasonable
measures to protect the confidentiality of trade secrets included in the Company Intellectual Property, and there has not been any unauthorized
disclosure of or unauthorized access to same in any manner that has resulted or may result in the misappropriation of, or loss of trade
secret or other rights in and to such information.
(f) No
IT System contains any undisclosed or hidden device or feature designed to disrupt, disable, or otherwise impair the functioning of any
software or any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device”
or other malicious code or routine that permits unauthorized access or the unauthorized disablement or erasure of such or IT System or
information or data (or any parts thereof) of the Group or customers or partners of the Group.
(g) The
Group’s use, distribution and conveyance of (i) software included in the Company Intellectual Property, and (ii) Open
Source Materials, is in each case in material compliance with all Open Source Licenses applicable thereto. The Group has not used, incorporated,
linked, called, modified, combined, been distributed with or derived from, or has not embedded in it any Open Source Materials in any
manner that requires or purports to require any Company Intellectual Property to be subject to the terms of any Copyleft License. No
Person has the current or contingent right to access or possess any source code included in the Company Intellectual Property, and the
Group has not disclosed, made available or provided to any Person or allowed any Person to access or use, any such source code, in each
case, other than employees, contractors and consultants of the Group that have confidentiality obligations to the Group with respect
to same.
(h) Except
as set forth on Section 5.21(h) of the Company Disclosure Letter, except as would not, individually or in the aggregate,
reasonably be expected to have a material adverse impact on the business of the Group, no Person who was involved in, or who contributed
to, the creation or development of any Company Intellectual Property owed (at the time of such involvement or contribution) or owes any
duty or rights to any Governmental Authority, or any military, university, college or other educational institution or a research center,
in each case, which may affect the Group’s full ownership of or its right to use or commercialize any such Company Intellectual
Property or may impose any restrictions or obligations on the Group in respect thereof. No facilities, funding or property of any military,
university, college, other educational institution or research center or other Governmental Authority was received by or for the Group
or used in the development of any Company Intellectual Property. No Governmental Authority nor any military, university, college, other
academic institution or research center owns, purports to own, has any other rights in or to, or any option to obtain any rights in or
to, any Company Intellectual Property.
(i) Each
Person who has contributed to the creation or development of any Company Intellectual Property has executed and delivered a valid and
enforceable written agreement, pursuant to which such Person has assigned to the Group all of such Person’s rights, title and interest
in and to all such Company Intellectual Property and waived any and all rights to royalties or other consideration or non-assignable
rights with respect to all such Company Intellectual Property. No such Person is in violation of any such agreement.
5.22. Privacy
and Cybersecurity.
(a) The
Group maintains appropriate, and is in compliance with, as applicable, and during the five (5) years preceding the date of this
Agreement has maintained appropriate, and been in compliance with, as applicable, (i) all applicable Laws, rules, policies, standards
and requirements of applicable industry and self-regulatory organizations, (ii) the Group’s policies (the “Privacy
Policies”), and (iii) the Group’s contractual obligations, in each case, concerning cybersecurity, Personal Information
(and the collection, processing, storage, use, disclosure, retention, disposal, transfer and/or protection of same (collectively, “Processing”)),
data privacy and security and the security of the IT Systems (collectively, clauses (i)-(iii), “Personal Information Laws and
Policies”). There are no Actions by any Person (including any Governmental Authority) pending to which the Group is a named
party or threatened in writing against the Group alleging a violation of any Personal Information Laws and Policies, and there have been
no such Actions brought against the Group. The Group has not received any written notice from any Person relating to an alleged violation
of Personal Information Laws and Policies.
(b) The
IT Systems are in good repair and operating condition and are sufficient (including with respect to working condition, performance and
capacity) for the purposes of the business of the Group as currently conducted. During the three (3) years preceding the
date of this Agreement (i) there have been no breaches, unauthorized uses of or unauthorized access to, breakdowns, malfunctions,
persistent substandard performance, data losses, failures or other defects in the IT Systems (or the data processed thereby), or any
other incident that caused any disruption to or interruption in or to the use of such IT Systems or the conduct of the business of the
Group other than those that were resolved without material cost, liability or the duty to notify any Person. The Group takes, and during
the five (5) years preceding the date of this Agreement has taken, commercially reasonable, appropriate and legally compliant measures
designed to protect confidential, sensitive or Personal Information processed by the Group against unauthorized access, use, modification,
loss, disclosure or other misuse, including through administrative, technical and physical safeguards, and the Group has timely and reasonably
remediated and addressed any and all material audit findings related to the IT Systems. The Group has not (A) experienced any incident
in which such information or any other proprietary information was stolen, lost or improperly accessed, destructed without authorization,
processed, modified or disclosed, including in connection with a breach of security, or (B) received any written notice or complaint
or Action from any Person (including any Governmental Authority) with respect to any of the foregoing, nor has any such notice or complaint
or Action been threatened in writing against the Group.
5.23. Environmental
Matters.
(a) The
Group is and, except for matters which have been fully resolved, has been in material compliance with all Environmental Laws.
(b) There
has been no material release of any Hazardous Materials by the Group (i) at, in, on or under any Leased Real Property or in connection
with the Group’s operations off-site of the Leased Real Property or (ii) to the knowledge of the Company, at, in, on or under
any formerly owned or Leased Real Property during the time that the Group owned or leased such property or at any other location where
Hazardous Materials generated by the Group have been transported to, sent, placed or disposed of.
(c) The
Group is not subject to any current Governmental Order relating to any material non-compliance with Environmental Laws by the Group or
the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials.
(d) No
material legal proceeding is pending or, to the knowledge of the Company, threatened with respect to the Group’s compliance with
or liability under Environmental Laws, and, to the knowledge of the Company, there are no facts or circumstances which could reasonably
be expected to form the basis of such a legal proceeding.
(e) The
Company has made available to SPAC all material environmental reports, assessments, audits and inspections and any material communications
or notices from or to any Governmental Authority concerning any material non-compliance of the Group with, or liability of the Group
under, Environmental Law.
5.24. Absence
of Changes. Since the date of the most recent balance sheet included in the Financial Statements, (i) except for the Transactions
and the TCO Restructuring, the business of the Group has been conducted in all material respects, in the ordinary course of business,
and (ii) no action has been taken with respect to the Group or its businesses which, if taken after the date of this Agreement and
prior to the Closing, would constitute a violation of Section 7.1. From the date of the most recent balance sheet included
in the Financial Statements to the date of this Agreement, there has not been any Company Material Adverse Effect.
5.25. Registration
Statement, Proxy Statement and Proxy Statement/Prospectus. On the effective date of the Registration Statement, the Registration
Statement, and when first filed in accordance with Rule 424(b) and/or filed pursuant to Section 14A, the Proxy Statement
and the Proxy Statement/Prospectus (or any amendment or supplement thereto), shall comply in all material respects with the applicable
requirements of the Securities Act and the Exchange Act. On the effective date of the Registration Statement, the Registration Statement
will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
in order to make the statements therein not misleading. On the date of any filing pursuant to Rule 424(b) and/or Section 14A,
the date the Proxy Statement/Prospectus and the Proxy Statement, as applicable, is first mailed to the SPAC Shareholders and certain
of the Company’s shareholders, as applicable, and at the time of the SPAC Shareholders’ Meeting, the Proxy Statement/Prospectus
and the Proxy Statement, as applicable, (together with any amendments or supplements thereto) will not include any untrue statement of
a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that, notwithstanding anything herein to the contrary
(including any representations and warranties set forth in this Article V) CayCo makes no representations or warranties as
to the information contained in or omitted from the Registration Statement, Proxy Statement or the Proxy Statement/Prospectus in reliance
upon and in conformity with information furnished in writing to CayCo by or on behalf of each of SPAC, the Company and Merger Sub specifically
for inclusion in the Registration Statement, Proxy Statement or the Proxy Statement/Prospectus. In the event there is any tax opinion,
comfort letter or other opinion required to be provided in connection with the Registration Statement, notwithstanding anything to the
contrary, neither this provision nor any other provision in this Agreement shall require counsel to the Company or its tax advisors to
provide an opinion that the Merger qualifies as a transaction described in Section 351 of the Code or otherwise qualifies for the
Intended Tax Treatment.
5.26. Top
Customers and Top Vendors.
(a) Section 5.26(a) of
the Company Disclosure Letter sets forth, as of the date of this Agreement, the top ten (10) customers (the “Top Customers”)
and the top ten (10) vendors (the “Top Vendors”) of the Group, in each case, based on the aggregate Dollar value
of the Group’s transaction volume with such counterparty during the trailing twelve (12) months for the period ending December 31,
2022.
(b) None
of the Top Customers or Top Vendors has, as of the date of this Agreement, informed in writing any of the Group that it will, or, to
the knowledge of the Company, has threatened to, terminate, cancel or materially limit or materially and adversely modify any of its
existing business with the Group (other than due to the expiration of an existing contractual arrangement), and to the knowledge of the
Company, none of the Top Customers or Top Vendors is, as of the date of this Agreement, otherwise involved in or threatening a material
dispute against the Group or its businesses.
5.27. Absence
of Certain Business Practices and Anti-corruption Compliance.
(a) For
the past five (5) years: (a) the Group and its directors, officers employees and agents are in compliance with all applicable
Specified Business Conduct Laws and are not engaged nor have they engaged in any activity that would reasonably be expected to result
in the Group becoming the subject or target of any Sanctions Laws; and (b) the Group has not: (i) received written notice of,
or made a voluntary, mandatory or directed disclosure to any Governmental Authority relating to, any actual or potential violation of
any Specified Business Conduct Law; or (ii) been a party to or the subject of any pending or threatened in writing with Legal Proceedings
or any investigation by or before any Governmental Authority related to any actual or potential violation of any Specified Business Conduct
Law. None of the Group, nor any of its directors, executives, officers, employees, or agents is the subject or target of any Sanctions
Law: or (iii) has used any funds, loaned, contributed or otherwise facilitated the activities of any Person that is the target of
or controlled by a target of an applicable Sanctions Law.
(b) For
the past five (5) years, neither the Group, nor any director, officer, employee or agent acting on behalf of the Group, has offered
or given anything of value to (i) any official, executive, officer employee, or any other person acting in an official capacity
for or on behalf of a Governmental Authority (including, but not limited to, any director, officer, employee, or agent of a wholly or
partially government-owned or government-controlled enterprise) or public international organization, any political party or official
thereof, or any candidate for political office or (ii) any other Person, in any such case while knowing that all or a portion of
such money or thing of value will be offered, given or promised, directly or indirectly, to any official, executive, officer, employee,
or any other person acting in an official capacity for or on behalf of a Governmental Authority (including, but not limited to, any director,
officer, employee, or agent of a wholly or partially government-owned or government-controlled enterprise) or public international organization,
any political party or official thereof, or any candidate for political office, in each case in violation of the Specified Business Conduct
Laws.
(c) The
Group has instituted and maintains policies, procedures, and controls reasonably designed to ensure compliance in all material respects
with the Specified Business Conduct Laws.
(d) The
operations of the Group are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting
requirements, applicable money laundering and terrorism financing statutes in all relevant jurisdictions, the rules and regulations
thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority.
(e) As
of the date hereof, there are no current or pending internal investigations, third-party investigations (including by any Governmental
Authority), or internal or external audits that address any material allegations or information concerning possible material violations
of the Specified Business Conduct Laws related to the Group.
(f) As
of the date hereof, there are no whistleblower reports, allegations, or any other information concerning possible material violations
of the Specified Business Conduct Laws related to the Group.
(g) The
Group is not a TID U.S. business as defined at 31 C.F.R. § 800.248.
5.28. Government
Contracts; Government Grants.
(a) The
Group is, and always has been, in compliance with all applicable government procurement Laws in connection with every Contract with a
Governmental Authority, whether for the procurement of goods or services, to which they are a party (“Government Contract”)
or to which they bid within the framework of a public tender (“Bid”). Without limiting the foregoing, the Group, at
all times, has been in compliance with all material terms and conditions of all Government Contracts and Bids, and all representations
made within the framework of a Government Contract or Bid were current, accurate and complete in all material respects when made. To
the knowledge of the Company, no allegation has been made, either in writing or orally, that the Group has acted in violation of a Government
Contract or Bid or was in breach of any applicable government procurement Laws. For the last five (5) years, the Group has not,
and, to the Company’s knowledge, nor has any director, officer, employee or agent acting on behalf of the Group been, (i) under
administrative, civil or criminal investigation, audit or indictment with respect to any alleged irregularity, misstatement or omission
regarding a Government Contract or Bid or (ii) has been suspended or debarred from placing a Bid or entering a Government Contract.
No Governmental Authority or prime contractor, subcontractor or supplier has asserted any claim or initiated dispute resolution proceedings
against the Group in connection with a Government Contract or Bid.
(b) The
Governmental Grants to the Group are granted in compliance with applicable Laws and the Group is in compliance with the terms and conditions
of those Governmental Grants. The Group is not obliged to return or refund any Governmental Grant which it has already received, and
to the knowledge of the Company, no fact or event has occurred that would reasonably be expected to cause the Group to return or refund
any Governmental Grant which it has already received.
5.29. Sufficiency
of Assets. Except as would not be expected to be material to the Group, the tangible and intangible assets owned, licensed or
leased by the Group constitute all of the assets reasonably necessary for the continued conduct of the business of the Group after the
Closing in the ordinary course. Notwithstanding the foregoing, this Section 5.29 shall not be deemed a representation or
warranty regarding non-infringement, validity or enforceability of Intellectual Property.
5.30. Company
Restructuring Documents.
(a) Each
of the Company and CayCo has delivered to SPAC and its Representative true and complete fully executed copies of the Phase I Restructuring
Documents. The Phase I Restructuring Documents have not been amended or modified in any manner, and neither the Company or CayCo nor
any Company Shareholder has entered into any agreement, side letter or other arrangements relating to the Company Acquisition or Company
Shareholders Subscription.
(b) The
Phase I Restructuring Documents are, and the Phase II Restructuring Documents, when executed, will be, in full force and effect and represent
a valid, binding and enforceable obligation of CayCo and the Company Shareholders in connection with the Company Acquisition or Company
Shareholders Subscription. Neither the execution or delivery by any party thereto, nor the performance of any party’s obligations
under any such Phase I Restructuring Documents and when executed, the Phase II Restructuring Documents violate or will violate any Laws,
including any Laws applicable to the Company for being a Taiwan Public Company, if applicable. The Phase I Restructuring Documents and
when executed, the Phase II Restructuring Documents, and their respective execution and delivery do not and will not impose, create or
constitute any liability, debt or obligation of or claim or judgment against, SPAC or its Affiliates (whether direct or indirect, absolute
or contingent, accrued or unaccrued, known or unknown, liquidated or unliquidated or due or to become due).
(c) No
event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the part of the Company
Shareholders or any other party thereto under the Phase I Restructuring Documents and each of the Company and CayCo has no reason to
believe that it or any other party thereto will be unable to satisfy on a timely basis any term and condition in the Phase I Restructuring
Documents.
5.31. Financial
Assistance. The Group has not applied for a loan, loan guarantee, direct loan (as that term is defined in the CARES Act) or other
investment, or to receive any financial assistance or relief (howsoever defined) under any program or facility (collectively “Financial
Assistance”): (i) that is established under Law, including, without limitation, the CARES Act, section 13(3) of the
Federal Reserve Act or the CAA; and (ii) (a) that requires under Law (or any regulation, guidance, interpretation or other
pronouncement of a Governmental Authority with jurisdiction for such program or facility) as a condition of such Financial Assistance,
that the Group agree, attest, certify or warrant that it has not, as of the date specified in such condition, repurchased, or will not
repurchase during a specified period, any equity security of the Company or of any Affiliate of the Group, and/or that it has not, as
of the date specified in such condition, made a dividend or other capital distribution or will not make a dividend or other capital distribution
during a specified period, or (b) where the terms of this Agreement would cause the Group under any circumstances to fail to satisfy
any condition for application for or receipt or retention of such Financial Assistance.
5.32. Company
Related Parties. Except as set forth in Section 5.32 of the Company Disclosure Letter, no shareholder of the Company,
Affiliate of the Group, current or former director, manager, officer or employee of the Group or any immediate family member or Affiliate
of any of the foregoing (a) is a party to any Contract, or has otherwise entered into any transaction, understanding or arrangement,
with the Group, or (b) owns any property or right, tangible or intangible, which is used by the Group.
5.33. Disclosure.
All information, documents or materials disclosed, provided or made available by or on behalf of the Company to SPAC in the Data Room
or any other “data room” (whether or not accessed by SPAC or its Representatives), under management or due diligence presentations
or meetings, this Agreement and/or the Company Disclosure Letter (except for information consisting of any predictions, forecasts or
other forward looking information) is true and not misleading in any material respect.
5.34. No
Additional Representation or Warranties. Except as provided in this Article V, neither the Company, CayCo, Merger
Sub, any of their respective Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners,
members or representatives has made, or is making, any representation or warranty whatsoever to SPAC or its Affiliates and no such party
shall be liable in respect of the accuracy or completeness of any information provided to SPAC or its Affiliates.
Article VI
REPRESENTATIONS AND WARRANTIES OF SPAC
Except as set forth in (i)
any SPAC SEC Filings filed or submitted on or prior to the date hereof (excluding any disclosures in any risk factors section that do
not constitute statements of fact, disclosures in any forward-looking statements disclaimer and other disclosures that are generally
cautionary, predictive or forward-looking in nature) (it being acknowledged that nothing disclosed in such SPAC SEC Filings will be deemed
to modify or qualify the representations and warranties set forth in Section 6.9, Section 6.13 and Section 1.1),
or (ii) in the disclosure letter delivered by SPAC to the Company (the “SPAC Disclosure Letter”) on the date
of this Agreement (each section of which, subject to Section 10.9, qualifies the correspondingly numbered and lettered representations
in this Article VI), SPAC represents and warrants to the Company Parties as follows:
6.1. Company
Organization. SPAC has been duly incorporated and is validly existing as an exempted company in good standing under the Laws
of its jurisdiction of incorporation, organization or formation and has the requisite corporate power and authority to own, lease or
operate all of its properties and assets and to conduct its business as it is now being conducted. The copy of SPAC’s Governing
Documents as amended to the date of this Agreement, previously delivered by SPAC to the Company, is true, correct and complete. SPAC
is duly licensed or qualified and in good standing as a foreign corporation or company in all jurisdictions in which its ownership of
property or the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so licensed
or qualified would not reasonably be expected to be, individually or in the aggregate, material to SPAC.
6.2. SPAC
Subsidiaries. SPAC has no direct or indirect Subsidiaries or participations in joint ventures or other entities, and does not
own, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any Person, whether incorporated
or unincorporated.
6.3. Due
Authorization.
(a) SPAC
has all requisite corporate power and authority to (i) execute and deliver this Agreement and the documents contemplated hereby,
and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution and
delivery of this Agreement and the documents contemplated hereby and the consummation of the Transactions and thereby have been (A) duly
and validly authorized and approved by the SPAC Board and (B) determined by the SPAC Board as advisable to SPAC and the SPAC Shareholders
and recommended for approval by the SPAC Shareholders. No other corporate proceeding on the part of SPAC is necessary to authorize this
Agreement and the documents contemplated hereby (other than the SPAC Shareholder Approval). This Agreement has been, and at or prior
to the Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by SPAC, and this Agreement
constitutes, assuming the due authorization, execution and delivery by the other parties hereto, and at or prior to the Closing, the
other documents contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto,
a legal, valid and binding obligation of SPAC, enforceable against SPAC in accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject,
as to enforceability, to general principles of equity.
(b) At
a meeting duly called and held, the SPAC Board has approved the Transactions as a Business Combination.
6.4. No
Conflict. Subject to the SPAC Shareholder Approval and receipt of the Governmental Approvals set forth in Section 6.8,
the execution and delivery of this Agreement by SPAC and the other documents contemplated hereby by SPAC and the consummation of the
Transactions do not and will not (a) violate or conflict with any provision of, or result in the breach of or default under the
Governing Documents of SPAC, (b) violate or conflict with any provision of, or result in the breach of, or default under any applicable
Law or Governmental Order applicable to SPAC, (c) violate or conflict with any provision of, or result in the breach of, result
in the loss of any right or benefit, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default
(or give rise to any right of termination, cancellation or acceleration) under any Contract to which SPAC is a party or by which SPAC
may be bound, or terminate or result in the termination of any such Contract, or (d) result in the creation of any Lien upon any
of the properties or assets of SPAC, except, in the case of clauses (b) through (d), to the extent that the occurrence of the
foregoing would not (i) have, or would not reasonably be expected to have, individually or in the aggregate, a material adverse
effect on the ability of SPAC to enter into and perform its obligations under this Agreement or (ii) be material to SPAC.
6.5. Litigation
and Proceedings. There are no pending or, to the knowledge of SPAC, threatened Legal Proceedings against SPAC, its properties
or assets, or, to the knowledge of SPAC, any of its directors, managers, officers or employees (in their capacity as such). There are
no investigations or other inquiries pending or, to the knowledge of SPAC, threatened by any Governmental Authority, against SPAC, its
properties or assets, or, to the knowledge of SPAC, any of its directors, managers, officers or employees (in their capacity as such).
There is no outstanding Governmental Order imposed upon SPAC, nor are any assets of SPAC’s businesses bound or subject to any Governmental
Order the violation of which would, individually or in the aggregate, reasonably be expected to be material to SPAC. As of the date hereof,
SPAC is in compliance with all applicable Laws in all material respects. Since its incorporation on April 7, 2021, SPAC has not
received any written notice of or been charged with the violation of any Laws, except where such violation has not been, individually
or in the aggregate, material to SPAC.
6.6. SEC
Filings. SPAC has timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents
required to be filed by it with the SEC since May 2, 2022, pursuant to the Exchange Act or the Securities Act (collectively, as
they have been amended since the time of their filing through the date hereof, the “SPAC SEC Filings”). Each of the
SPAC SEC Filings, as of the respective date of its filing, and as of the date of any amendment, complied in all material respects with
the applicable requirements of the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and any rules and regulations promulgated
thereunder applicable to the SPAC SEC Filings. As of the respective date of its filing (or if amended or superseded by a filing prior
to the date of this Agreement or the Closing Date, then on the date of such filing), the SPAC SEC Filings did not contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made
therein, in light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or
unresolved comments in comment letters received from the SEC with respect to the SPAC SEC Filings. To the knowledge of SPAC, none of
the SPAC SEC Filings filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.
6.7. Internal
Controls; Listing; Financial Statements.
(a) Except
as not required in reliance on exemptions from various reporting requirements by virtue of SPAC’s status as an “emerging
growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS
Act”), SPAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange
Act). Such disclosure controls and procedures are designed to ensure that material information relating to SPAC, including its consolidated
Subsidiaries, if any, is made known to SPAC’s principal executive officer and its principal financial officer by others within
those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. Such
disclosure controls and procedures are effective in timely alerting SPAC’s principal executive officer and principal financial
officer to material information required to be included in SPAC’s periodic reports required under the Exchange Act. Since May 2,
2022, SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under
the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of SPAC’s financial reporting and the preparation
of SPAC Financial Statements for external purposes in accordance with GAAP.
(b) Each
director and executive officer of SPAC has filed with the SEC on a timely basis all statements required by Section 16(a) of
the Exchange Act and the rules and regulations promulgated thereunder. SPAC has not taken any action prohibited by Section 402
of the Sarbanes-Oxley Act.
(c) Except
as set forth in Section 6.7(c) of the SPAC Disclosure Letter, since May 2, 2022, SPAC has complied in all material
respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market (“NASDAQ”).
The SPAC Class A Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and is listed for trading
on NASDAQ. There is no Legal Proceeding pending or, to the knowledge of SPAC, threatened against SPAC by NASDAQ or the SEC with respect
to any intention by such entity to deregister the SPAC Class A Ordinary Shares or prohibit or terminate the listing of SPAC Class A
Ordinary Share on NASDAQ.
(d) The
SPAC SEC Filings contain true and complete copies of the audited balance sheet as of March 31, 2023, and statement of operations,
cash flow and shareholders’ equity of SPAC for the period from May 2, 2022 (inception) through March 31, 2023, together
with the auditor’s reports thereon (the “SPAC Financial Statements”). Except as disclosed in the SPAC SEC Filings,
the SPAC Financial Statements (i) fairly present in all material respects the financial position of SPAC, as at the respective dates
thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in
conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto),
and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of
the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of SPAC have been,
and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.
(e) There
are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the
Exchange Act) or director of SPAC. SPAC has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.
(f) Except
for otherwise disclosed in the SPAC SEC Filings, neither SPAC (including any employee thereof) nor SPAC’s independent auditors
has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls
utilized by SPAC, (ii) any fraud, whether or not material, that involves SPAC’s management or other employees who have a role
in the preparation of financial statements or the internal accounting controls utilized by SPAC or (iii) any claim or allegation
regarding any of the foregoing.
6.8. Governmental
Authorities; Approvals. Assuming the truth and completeness of the representations and warranties of the Company Parties contained
in this Agreement, no Governmental Approval is required on the part of SPAC with respect to SPAC’s execution or delivery of this
Agreement or the consummation of the Transactions, except for (i) the filing of the Plan of Merger and related documentation
with the Cayman Registrar and the publication of notification of the Merger in the Cayman Islands Government Gazette in accordance with
the Cayman Islands Companies Act, and (ii) as otherwise disclosed on Section 6.8 of the SPAC Disclosure Letter or Section 5.6
of the Company Disclosure Letter.
6.9. Trust
Account. As of the date of this Agreement, SPAC has at least US$121,294,223 in the Trust Account (including, if applicable, an
aggregate of approximately US$4,025,000 of deferred underwriting commissions and other fees being held in the Trust Account), such monies
invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under
the Investment Company Act, or cash items, including deposits in banks, pursuant to the Investment Management Trust Agreement, dated
as of April 27, 2022, between SPAC and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”)
(the “Trust Agreement”). There are no separate Contracts, side letters or other arrangements or understandings (whether
written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SPAC SEC Filings to be inaccurate
or that would entitle any Person (other than the SPAC Shareholders holding SPAC Ordinary Shares sold in SPAC’s initial public offering,
who shall have elected to redeem their SPAC Ordinary Shares pursuant to SPAC’s Governing Documents and the underwriters of SPAC’s
initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. The Trust
Agreement has not been amended or modified and is valid and in full force and effect, and is enforceable in accordance with its terms,
except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ rights generally or by principles governing the availability of equitable remedies. Prior to the Closing, none of the
funds held in the Trust Account may be released, other than to pay Taxes and payments with respect to all SPAC Shareholder Redemptions.
There are no proceedings pending or, to the knowledge of SPAC, threatened with respect to the Trust Account. SPAC has performed all material
obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect
(claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both,
would constitute such a default or breach thereunder. As of the Merger Effective Time, the obligations of SPAC to dissolve or liquidate
pursuant to SPAC’s Governing Documents shall terminate, and as of the Merger Effective Time, SPAC shall have no obligation whatsoever
pursuant to SPAC’s Governing Documents to dissolve and liquidate the assets of SPAC by reason of the consummation of the Transactions.
To SPAC’s knowledge, as of the date hereof, following the Merger Effective Time, no SPAC Shareholder shall be entitled to receive
any amount from the Trust Account except to the extent such SPAC Shareholder is exercising a SPAC Shareholder Redemption. As of the date
hereof, assuming the accuracy of the representations and warranties of the Company Parties contained herein and the compliance by the
Company Parties with their respective obligations hereunder, SPAC does not have any reason to believe that any of the conditions to the
use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to SPAC on the
Closing Date.
6.10. Investment
Company Act; JOBS Act. SPAC is not an “investment company” or a Person directly or indirectly “controlled”
by or acting on behalf of an “investment company,” in each case within the meaning of the Investment Company Act. SPAC constitutes
an “emerging growth company” within the meaning of the JOBS Act.
6.11. Absence
of Changes. Since December 31, 2022, (a) there has not been any event or occurrence that has had, or would not reasonably
be expected to have, individually or in the aggregate, a material adverse effect on the ability of SPAC to enter into and perform its
obligations under this Agreement, and (b) except as set forth in Section 6.11 of the SPAC Disclosure Letter, except
for the Transactions, the business of SPAC has been conducted in all material respects, in the ordinary course of business.
6.12. No
Undisclosed Liabilities. Except as set forth in Section 6.12 of the SPAC Disclosure Letter and for any Working Capital
Loan and SPAC Transaction Expenses, there is no liability, debt or obligation of or claim or judgment against SPAC (whether direct or
indirect, absolute or contingent, accrued or unaccrued, known or unknown, liquidated or unliquidated or due or to become due), except
for liabilities and obligations (i) reflected or reserved for on the financial statements or disclosed in the notes thereto included
in SPAC SEC Filings, (ii) that have arisen since the date of the most recent balance sheet included in the SPAC SEC Filings in the
ordinary course of business of SPAC, (iii) under or disclosed in the Transaction Agreements, or (iv) which would not be, or
would not reasonably be expected to be, material to SPAC.
6.13. Capitalization
of SPAC.
(a) As
of the date of this Agreement, the authorized share capital of SPAC is US$55,500, consisting of (i) 500,000,000 SPAC Class A
Ordinary Shares, of which 11,500,000 shares are issued and outstanding as of the date of this Agreement, and (ii) 50,000,000 SPAC
Class B Ordinary Shares, of which 2,875,000 shares are issued and outstanding as of the date of this Agreement, and (iii) 5,000,000
preference shares, par value US$0.0001 per share, of which no shares are issued and outstanding as of the date of this Agreement (clauses
(i), (ii) and (iii) and SPAC Warrants (as defined below) collectively, the “SPAC Securities”). The foregoing
represents all of the issued and outstanding SPAC Securities as of the date of this Agreement. All issued and outstanding SPAC Securities:
(i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued
in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) SPAC’s
Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject
to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription
right or any similar right under any provision of any applicable Law, SPAC’s Governing Documents or any Contract to which SPAC
is a party or otherwise bound.
(b) As
of the date of this Agreement and subject to the terms and conditions of the Warrant Agreement, the SPAC Warrants will be exercisable
(after giving effect to the Merger) for one (1) SPAC Class A Ordinary Share at an exercise price of eleven Dollars and fifty
cents (US$11.50) per share. As of the date of this Agreement, 13,500,000 SPAC Public Warrants and 7,750,000 SPAC Private Placement Warrants
are issued and outstanding. The SPAC Warrants are not exercisable until thirty (30) days after the Closing. All outstanding SPAC
Warrants: (i) have been duly authorized and validly issued and constitute valid and binding obligations of SPAC, enforceable against
SPAC in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity; (ii) have
been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set
forth in (1) SPAC’s Governing Documents and (2) any other applicable Contracts governing the issuance of such securities;
and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal,
preemptive right, subscription right or any similar right under any provision of any applicable Law, SPAC’s Governing Documents
or any Contract to which SPAC is a party or otherwise bound. Except for the Subscription Agreements, SPAC’s Governing Documents
and this Agreement, there are no outstanding Contracts of SPAC to repurchase, redeem or otherwise acquire any SPAC Securities. Except
as disclosed in the SPAC SEC Filings and except for the Subscription Agreements and the Investor Rights Agreement, SPAC is not a party
to any shareholders agreement, voting agreement or registration rights agreement relating to SPAC Ordinary Shares or any other equity
interests of SPAC.
(c) Except
as contemplated by this Agreement or the other documents contemplated hereby, SPAC has not granted any outstanding options, share appreciation
rights, warrants, rights or other securities convertible into or exchangeable or exercisable for SPAC Securities, or any other commitments
or agreements providing for the issuance of additional shares, the sale of treasury shares, or the repurchase or redemption of any SPAC
Securities, the value of which is determined by reference to the SPAC Securities, and there are no Contracts of any kind which may obligate
SPAC to issue, purchase, redeem or otherwise acquire any of its SPAC Securities.
(d) SPAC
has no Subsidiaries and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity
or debt) in any Person, whether incorporated or unincorporated. SPAC is not party to any Contract that obligates SPAC to invest money
in, loan money to or make any capital contribution to any other Person.
6.14. Brokers’
Fees. Except as set forth on Section 6.14 of the SPAC Disclosure Letter, no broker, finder, investment banker or
other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the Transactions based upon
arrangements made by SPAC or any of its Affiliates.
6.15. Business
Activities.
(a) Since
formation, SPAC has not conducted any business activities other than activities related to SPAC’s initial public offering or directed
toward the accomplishment of a Business Combination. Except as set forth in SPAC’s Governing Documents, or as otherwise contemplated
by this Agreement or the Ancillary Agreements and the Transactions, there is no agreement, commitment or Governmental Order binding upon
SPAC or to which SPAC is a party, which has or would reasonably be expected to have the effect of prohibiting or impairing any business
practice of SPAC or any acquisition of property by SPAC or the conduct of business by SPAC as currently conducted or as contemplated
to be conducted as of the Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably
be expected to be material to SPAC.
(b) Except
for the Transactions and the TCO Restructuring, SPAC does not own or have a right to acquire, directly or indirectly, any interest or
investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this
Agreement and the Ancillary Agreements and the Transactions, SPAC has no material interests, rights, obligations or liabilities with
respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any
Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination.
(c) As
of the date hereof and except for this Agreement, the Ancillary Agreements and the other documents and the Transactions (including with
respect to expenses and fees incurred in connection therewith), SPAC is not party to any Contract with any other Person that would require
payments by SPAC after the date hereof in excess of US$50,000 in the aggregate with respect to any individual Contract, other than SPAC
Transaction Expenses and Working Capital Loans.
6.16. NASDAQ
Stock Market Quotation. The SPAC Class A Ordinary Shares are registered pursuant to Section 12(b) of the Exchange
Act and is listed for trading on NASDAQ under the symbol “CHEA.” The SPAC Public Warrants are registered pursuant to Section 12(b) of
the Exchange Act and are listed for trading on NASDAQ under the symbol “CHEAW.” Except as set forth in Section 6.16
of the SPAC Disclosure Letter, SPAC is, as of the date hereof, in compliance with the rules of NASDAQ and, as of the date hereof,
there is no Action or proceeding pending or, to the knowledge of SPAC, threatened against SPAC by NASDAQ or the SEC with respect to any
intention by such entity to deregister the SPAC Class A Ordinary Shares or SPAC Warrants or terminate the listing of SPAC Class A
Ordinary Shares or SPAC Warrants on NASDAQ. None of SPAC or its Affiliates has taken any action in an attempt to terminate the registration
of the SPAC Class A Ordinary Shares or SPAC Warrants under the Exchange Act, except as contemplated by this Agreement.
6.17. Registration
Statement, Proxy Statement and Proxy Statement/Prospectus. On the effective date of the Registration Statement, the Registration
Statement, and when first filed in accordance with Rule 424(b) and/or filed pursuant to Section 14A, the Proxy Statement
and the Proxy Statement/Prospectus (or any amendment or supplement thereto), assuming the disclosures of the Company Parties and their
respective Affiliates contained in the Registration Statement and Proxy Statement (together with any amendments or supplements thereto)
are true, correct and complete, none of the information furnished by or on behalf of SPAC in writing specifically for inclusion in the
Registration Statement or Proxy Statement will include any untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All documents
that SPAC is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement will comply in all
material respects with the applicable requirements of the Securities Act and the Exchange Act.
6.18. No
Additional Representation or Warranties. Except as provided in this Article VI, none of SPAC and its Affiliates,
nor any of their respective directors, managers, officers, employees, shareholders, partners, members or representatives has made, or
is making, any representation or warranty whatsoever to the Company Parties or their respective Affiliates and no such party shall be
liable in respect of the accuracy or completeness of any information provided to the Company Parties or their respective Affiliates.
Without limiting the foregoing, each Company Party acknowledges that it and its advisors have made their own investigation of SPAC and
its Subsidiaries and, except as provided in this Article VI, are not relying on any representation or warranty whatsoever
as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of or any of its
Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of SPAC, and its Subsidiaries
as conducted after the Closing, as contained in any materials provided by SPAC or any of its Affiliates or any of their respective directors,
officers, employees, shareholders, partners, members or representatives or otherwise.
Article VII
COVENANTS
7.1. Conduct
of Business by Company Parties. From the date of this Agreement through the earlier of the Closing or valid termination
of this Agreement pursuant to Article IX (the “Interim Period”), the Group, CayCo and Merger Sub shall,
except as explicitly contemplated by this Agreement, the Company Restructuring Documents or the Ancillary Agreements as set forth on
Section 7.1 of the Company Disclosure Letter or as consented to by SPAC in writing (which consent shall not be unreasonably
conditioned, withheld, delayed or denied), use reasonable efforts to operate the business of the Group in the ordinary course of business
consistent with past practice, and the Group, CayCo and Merger Sub shall use reasonable efforts to (i) preserve intact its present
business organizations, assets, rights, properties and goodwill, (ii) preserve its and their present relationships with their clients,
customers, suppliers, vendors, marketing, sponsors and/or other similar entities and other Persons with whom it and they have business
relations, (iii) keep available the services of its officers and employees, and (iv) maintain in full force and effect its
current insurance policies or comparable replacements thereof. The Company also agrees to comply with all Laws applicable to it and its
businesses, assets and employees, including (without limitation), the Specified Business Conduct Laws. Without limiting the generality
of the foregoing, except as set forth on Section 7.1 of the Company Disclosure Letter or as consented to by SPAC in writing
(which consent shall not be unreasonably conditioned, withheld, delayed or denied) the Group, CayCo and Merger Sub shall not, except
as explicitly contemplated by this Agreement, the Company Restructuring Documents or the Ancillary Agreements, or required by Law:
(a) change
or amend (whether by amendment, restatement, merger, consolidation, amalgamation or otherwise) the Governing Documents of the Company,
CayCo or Merger Sub or form or cause to be formed any new Subsidiary of the Company;
(b) make,
declare, set a record date for or pay any dividend or distribution to the shareholders of the Company or make, declare, set a record
date for or pay any other distributions in respect of any of the Company’s capital share or equity interests;
(c) split,
combine, reclassify, recapitalize or otherwise amend any terms of any shares or series of the Company’s capital share or equity
interests;
(d) purchase,
repurchase, redeem or otherwise acquire any issued and outstanding share capital, outstanding shares of capital share, membership interests
or other equity interests of the Company, except for the acquisition by the Company of any shares of capital share, membership interests
or other equity interests of the Company in connection with the forfeiture or cancellation of such interests;
(e) enter
into, modify in any material respect or terminate (other than expiration in accordance with its terms) (i) any Contract of a type
required to be listed on Section 5.12 or Section 5.28 of the Company Disclosure Letter or any Real Property Lease,
or (ii) any Contract between the Group, on the one hand, and any of the Company Shareholders or their respective Affiliates, on
the other hand, in each case, other than entry into, modification, or termination of such agreements in the ordinary course of business
consistent with past practice;
(f) sell,
assign, transfer, convey, lease or otherwise dispose of or subject to a Lien (other than a Permitted Lien) any material tangible assets
or properties of the Group, including the Leased Real Property, except for dispositions of obsolete or worthless equipment in the ordinary
course of business;
(g) acquire
any ownership interest in any real property;
(h) except
as otherwise required by existing Company Benefit Plans or applicable Law or the Contracts listed on Section 5.12(a) of
the Company Disclosure Letter, (i) grant any severance, retention, change in control or termination or similar pay, except in connection
with the promotion, hiring or termination of employment of any non-officer employee in the ordinary course of business consistent with
past practice, (ii) make any change in the key management structure of the Group, or hire or terminate the employment of employees
with an annual base salary of US$50,000 or more, other than terminations for cause or due to death or disability, (iii) terminate,
adopt, enter into, materially amend or modify any actuarial or other assumptions used in respect of, any Company Benefit Plan, (iv) increase
the cash compensation or bonus opportunity of any employee, officer, director or other individual service provider, except to any such
individuals who are not directors or officers of the Group in the ordinary course of business consistent with past practice not to exceed
3% in the aggregate and 5% individually, (v) establish any trust or take any other action to secure the payment of any compensation
payable by the Group, or (vi) take any action to amend or waive any performance or vesting criteria or to accelerate the time of
payment or vesting of any compensation or benefit payable by the Group, except in the ordinary course of business consistent with past
practice, or (vii) grant any equity or equity-based compensation awards;
(i) acquire
by merger or consolidation with, or merge or consolidate with, or purchase substantially all or a material portion of the assets of,
any corporation, partnership, association, joint venture or other business organization or division thereof;
(j) make
any material loans or material advances to any Person, except for (i) advances to employees, officers or independent contractors
of the Group for indemnification, attorneys’ fees, travel and other expenses incurred in the ordinary course of business consistent
with past practice, and (ii) payment terms for customers in the ordinary course of business;
(k) (i) make,
change or revoke any Tax election, (ii) amend, modify or otherwise change any filed Tax Return, (iii) adopt or request permission
of any taxing authority to change any accounting method for Tax purposes, (iv) enter into any “closing agreement” as
described in Section 7121 of the Code (or any similar provision of state, local or non-U.S. Law) with any Governmental Authority,
(v) settle any claim or assessment in respect of any Taxes, (vi) knowingly surrender or allow to expire any right to claim
a refund of any Taxes, (vii) consent to any extension or waiver of the limitation period applicable to any claim or assessment in
respect of any Taxes or in respect to any Tax attribute that would give rise to any claim or assessment of Taxes, or (viii) incur
any material Tax liabilities outside of the ordinary course of business consistent with past practice;
(l) take
any action, or knowingly fail to take any action, where such action or failure to act could reasonably be expected to prevent, impair
or impede the Intended Tax Treatment of the Transactions, the TCO Restructuring, or the Business Combination;
(m) (i) incur
or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights
to acquire any debt securities of the Company or guaranty any debt securities of another Person, other than any Indebtedness or guarantee
incurred in the ordinary course of business and in an aggregate amount not to exceed, individually or in the aggregate, US$200,000; or
(ii) discharge any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise), which individually
or in the aggregate exceed US$200,000, except as otherwise contemplated by this Agreement or as such obligations become due;
(n) issue
any Company Shares or securities exercisable for or convertible into Company Shares or grant any additional equity or equity-based compensation;
(o) adopt
a plan of, or otherwise enter into or effect a, complete or partial liquidation, dissolution, restructuring, recapitalization or other
reorganization of the Company (other than the Merger);
(p) waive,
release, settle, compromise or otherwise resolve any inquiry, investigation, claim, Action, litigation or other Legal Proceedings, except
where such waivers, releases, settlements or compromises involve only the payment of monetary damages in an amount less than US$300,000
in the aggregate;
(q) (i) grant
to, or agree to grant to, any Person any right to or interest in any Intellectual Property that is material to the Group, (ii) sell,
dispose of, abandon or permit to lapse any rights to any Intellectual Property (other than incidental non-exclusive licenses entered
into in the ordinary course of business consistent with past practice), except for the expiration of Company Registered Intellectual
Property that cannot be further maintained or renewed by applicable statute, or (iii) permit any material Intellectual Property
to become subject to a Lien (other than a Permitted Lien);
(r) disclose
or agree to disclose to any Person (other than SPAC or any of its Representatives) any trade secret or any other material confidential
or proprietary information, know-how or process of the Group, other than in the ordinary course of business consistent with past practice
and pursuant to written obligations to maintain the confidentiality thereof;
(s) make
or commit to make capital expenditures other than in an amount not in excess of the amount set forth on Section 7.1(s) of
the Company Disclosure Letter, in the aggregate;
(t) manage
the Group’s working capital (including paying amounts payable in a timely manner when due and payable) in a manner other than in
the ordinary course of business consistent with past practice;
(u) change
or amend the Privacy Policies except as required by applicable Law;
(v) enter
into, modify, amend, renew or extend any collective bargaining agreement or similar labor agreement, other than as required by applicable
Law, or recognize or certify any labor union, works council, labor organization or group of employees of the Group as the bargaining
representative for any employees of the Group;
(w) waive
the restrictive covenant obligations of any current or former employee, director or other service provider of the Group;
(x) (i) limit
the right of the Group to engage in any line of business or in any geographic area, to develop, market or sell products or services,
or to compete with any Person or (ii) grant any exclusive or similar rights to any Person;
(y) amend
in a manner materially detrimental to the Group, terminate, permit to lapse or fail to use reasonable best efforts to maintain any material
Governmental Approval or material Permit required for the conduct of the business of the Group;
(z) avoid
or eliminate each and every impediment and to ensure the Taiwan IC Approval to be effective and in full force until the Closing Date;
(aa) change,
replace, alter, or terminate the engagement with, the auditor of the Group;
(bb) waive,
amend, revoke or terminate the Phase I Restructuring Documents;
(cc) terminate
or amend in a manner materially detrimental to the Group any material insurance policy insuring the business of the Group; or
(dd) enter
into any agreement to do any action prohibited under this Section 7.1.
7.2. SPAC
Conduct of Business. During the Interim Period, except as contemplated by this Agreement or the Ancillary Agreements (including
as contemplated by the PIPE Investment) as required by Law, as set forth on Section 7.2 of the SPAC Disclosure Letter or
as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), SPAC shall
use reasonable efforts to operate its business in the ordinary course and consistent with past practice. Without limiting the generality
of the foregoing, except as set forth on Section 7.2 of the SPAC Disclosure Letter or as consented to by the Company in writing
(which consent shall not be unreasonably conditioned, withheld, delayed or denied), SPAC shall not, except as otherwise contemplated
by this Agreement or the Ancillary Agreements or as required by Law:
(a) form
or establish any Subsidiary;
(b) seek
any approval from the SPAC Shareholders, to change, modify or amend the Trust Agreement or the Governing Documents of SPAC, except as
contemplated by the SPAC Transaction Proposals;
(c) except
as contemplated by the SPAC Transaction Proposals, (A) make, declare, set a record date for or pay any dividend or distribution
to the SPAC Shareholders or make, declare, set a record date for or declare any other distributions in respect of any of SPAC’s
share, share capital or equity interests, (B) subdivide, consolidate, reclassify or otherwise amend any terms of any of SPAC’s
share capital or equity interests, or (C) purchase, repurchase, redeem or otherwise acquire any issued and outstanding share capital,
membership interests, warrants or other equity interests of SPAC, other than a redemption of SPAC Ordinary Shares made as part of the
SPAC Shareholder Redemptions;
(d) take
any action, or knowingly fail to take any action, where such action or failure to act could reasonably be expected to prevent, impair
or impede the Intended Tax Treatment of the Transactions, the TCO Restructuring or the Business Combination;
(e) enter
into, renew or amend in any material respect, any transaction or Contract with an Affiliate of SPAC (including, for the avoidance of
doubt, (x) the Sponsor and (y) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership
interest of 5% or greater);
(f) incur
or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights
to acquire any debt securities of the Company or guaranty any debt securities of another Person, other than any indebtedness for borrowed
money or guarantee (x) incurred in the ordinary course of business consistent with past practice, (y) in respect of any Working
Capital Loan, or (z) in respect of a SPAC Transaction Expense;
(g) incur,
guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or otherwise knowingly and purposefully
incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any other material liabilities, debts or
obligations, other than fees and expenses for professional services incurred in support of the transactions contemplated by this Agreement
and the Ancillary Agreements or in support of the ordinary course operations of SPAC (which the parties agree shall include any Indebtedness
in respect of any Working Capital Loan);
(h) (A) issue
any SPAC Securities or securities exercisable for or convertible into SPAC Securities, (B) grant any options, warrants or other
equity-based awards with respect to SPAC Securities not outstanding on the date hereof, or (C) amend, modify or waive any of the
material terms or rights set forth in any SPAC Warrant or the Warrant Agreement, including any amendment, modification or reduction of
the warrant price set forth therein;
(i) liquidate,
dissolve, reorganize or otherwise wind up the business or operations of SPAC; or
(j) enter
into any agreement to do any action prohibited under this Section 7.2.
7.3. Company
Restructuring Documents.
(a) CayCo
has entered the Phase I Restructuring Documents with certain Company Shareholders as of the date of this Agreement and the Company shall
use its best efforts to sign the Phase II Restructuring Documents with all of the remaining Company Shareholders within twenty (20) Business
Days after the Company has received the Company Shareholder Approval. The Company Parties shall each use their respective best efforts
to procure that sufficient Company Shareholders will execute the Company Restructuring Documents such that the Company Acquisition Percentage
shall be at least 90.1%. The Company Parties shall ensure that the Phase II Restructuring Documents and its execution and delivery do
not and will not impose, create or constitute any liability, debt or obligation of or claim or judgment against, SPAC or its Affiliates
(whether direct or indirect, absolute or contingent, accrued or unaccrued, known or unknown, liquidated or unliquidated or due or to
become due).
(b) Unless
otherwise approved in writing by SPAC, the Company and CayCo and their respective Affiliates undertake prior to the Closing not to: (i) change,
amend, restate, replace, supplement, assign or otherwise modify or terminate the Phase I Restructuring Documents; or (ii) agree
to the waiver of any rights thereunder; (iii) cancel or terminate the Phase I Restructuring Documents.
(c) The
Company and CayCo and their respective Affiliates shall keep SPAC and its Representatives informed of all developments in respect of
the Company Restructuring Documents and shall give SPAC and its Representatives prompt written notice of: (i) any breach or default
(or any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any breach
or default) by any party to the Phase I Restructuring Documents of which any of Company Parties become aware; (ii) the receipt of
any written notice or other written communication from any Company Shareholder with respect to any breach, default, termination or repudiation
by any party to the Phase I Restructuring Documents or any dispute or disagreement between or among any parties thereto; and (iii) the
discussion, negotiation and signing status of the Phase II Restructuring Documents.
7.4. Access.
Prior to the Merger Effective Time and subject to applicable Laws, SPAC and its Representatives shall be entitled, through its directors,
officers, employees and other Representatives, to have such access to the management, officers, employees, customers, accountants, properties,
businesses and operations of the Group and such examination (including the right to make copies) of the Contracts, work papers, Tax Returns
and books and records of the Group, CayCo and Merger Sub as it reasonably requests. Any such access and examination shall be conducted
on advance notice, during regular business hours. The Group shall use its reasonable best efforts to cause the officers, employees, attorneys,
accountants, consultants, agents and other Representatives of the Group to reasonably cooperate with SPAC and its Representatives in
connection with such access and examination. Notwithstanding the foregoing, no such access or examination shall be permitted to the extent
that it would (i) unreasonably disrupt the operations of the Group, taken as whole or (ii) require the Group to disclose information
that the Group, based upon the written advice of outside counsel, reasonably determines would, if disclosed, result in a violation of
Law, breach of an existing Contract, or a waiver of the attorney-client privilege; provided, however, that the Group shall
use reasonable best efforts to seek alternative means to disclose such information as nearly as possible without violating such Law,
breaching such existing Contract or adversely affecting such attorney-client privilege, as applicable (including providing such information
in summary format and/or entering into a joint defense or similar arrangement).
7.5. Preparation
and Delivery of Additional Company Financial Statements. (a) As promptly as reasonably practicable following the date hereof,
the Company shall deliver to SPAC (i) audited consolidated balance sheets and statements of operations and comprehensive loss, cash
flows and changes in shareholders’ equity of the Group as of and for the years ended December 31, 2022 and 2021 and consolidated
statements of operations and comprehensive loss, cash flows and changes in shareholders’ equity of the Group for each of the periods
then ended, audited in accordance with the standards of the PCAOB and containing an unqualified report of the Company’s auditors
(the “Closing Company Audited Financial Statements”) and (ii) an unaudited consolidated balance sheet of the
Group and consolidated statements of operations and comprehensive loss, cash flows and changes in shareholders’ equity of the Group
as of and for a year-to-date period ended as of the end of a different fiscal quarter that is required to be included in the Registration
Statement, Proxy Statement/Prospectus and any other filings to be made by the Company or SPAC with the SEC in connection with the Transactions
and the TCO Restructuring. All such financial statements, together with any unaudited consolidated balance sheets and the related statements
of operations and comprehensive loss, cash flows and changes in shareholders’ equity of the Group as of and for a year-to-date
period ended as of the end of a different fiscal quarter that is required to be included in the Registration Statement, Proxy Statement/Prospectus
and any other filings to be made by the Company or SPAC with the SEC in connection with the Transactions and the TCO Restructuring, (A) will
be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the
notes thereto), (B) will fairly present, in all material respects, the financial position, results of operations and cash flows
of the Group as of the date thereof and for the period indicated therein, except as otherwise specifically noted therein, and (C) will,
in the case of the Closing Company Audited Financial Statements, have been audited in accordance with the standards of the PCAOB. The
auditor engaged to audit the Closing Company Audited Financial Statements and to review the unaudited financial statements is an independent
registered public accounting firm with respect to the Company within the meaning of the Exchange Act and the applicable rules and
regulations thereunder adopted by the SEC and the PCAOB.
7.6. Exclusivity.
From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article IX,
the Group, CayCo and Merger Sub shall not, and the Group, CayCo and Merger Sub shall instruct and use their reasonable best efforts to
cause its and their Representatives acting on its and their behalf, not to, (i) initiate any negotiations with any Person with respect
to, or provide any non-public information or data concerning the Group, CayCo or Merger Sub to any Person relating to, an Acquisition
Proposal or afford to any Person access to the business, properties, assets or personnel of the Group, CayCo or Merger Sub in connection
with an Acquisition Proposal, (ii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any
letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal,
(iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, (iv) otherwise
knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition
Proposal, (v) prepare or take any steps in connection with a public offering of any equity
securities of the Company Parties, or a newly formed holding company of the Company Parties or such Subsidiaries, or (vi) otherwise
cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do
or seek to do any of the foregoing. Notwithstanding anything to the contrary in this Agreement, the Group, CayCo and Merger Sub and their
Subsidiaries and their respective Representatives shall not be restricted pursuant to the foregoing sentence with respect to any actions
explicitly contemplated in this Agreement or the Ancillary Agreements. From and after the date hereof, the Group, CayCo and Merger Sub
shall, and shall instruct their respective officers and directors to, and the Group, CayCo and Merger Sub shall instruct and cause their
respective Representatives acting on their behalf, their Subsidiaries and their respective Representatives (acting on their behalf) to,
immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition
Proposal (other than with SPAC and its Representatives). The Company Parties shall promptly (and in any event within three (3) Business
Days of the date of this Agreement) deliver a written notice to each such Person to the effect that the Company Parties are ending all
such solicitations, communications, activities, discussions or negotiations with such Person, effective on the date of this Agreement,
which written notice shall also instruct each Person to promptly return or destroy all non-public information previously furnished to
such Person or its Representatives by or on behalf of the Group, CayCo and Merger Sub.
7.7. No
Solicitation by SPAC. From the date when the Company has received the last Taiwan IC Approval until the Closing Date or, if earlier,
the termination of this Agreement in accordance with Article IX, SPAC shall not, and SPAC shall instruct and use its reasonable
best efforts to cause its Representatives acting on its behalf, not to, (i) make any proposal or offer that constitutes a Business
Combination Proposal, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination Proposal,
or (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter
of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal,
in each case, other than to or with the Company and its Representatives. From and after the date hereof, SPAC shall, and shall instruct
its officers and directors to, and SPAC shall instruct and cause its Representatives acting on its behalf, its Subsidiaries and their
respective Representatives (acting on their behalf) to, immediately cease and terminate all discussions and negotiations with any Persons
that may be ongoing with respect to a Business Combination Proposal (other than with the Company and its Representatives).
7.8. Preparation
of Proxy Statement/Prospectus; Shareholders’ Meeting and Approvals.
(a) Registration
Statement/Prospectus.
(i) As
promptly as practicable after the execution of this Agreement, (x) SPAC and the Company Parties shall jointly prepare and CayCo
shall file with the SEC, mutually acceptable materials, which shall include the proxy statement to be filed with the SEC as part of the
Registration Statement and sent to the SPAC Shareholders relating to the SPAC Shareholders’ Meeting (such proxy statement, together
with any amendments or supplements thereto, the “Proxy Statement”) and (y) SPAC and the Company shall prepare
and CayCo shall file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus (the “Proxy
Statement/Prospectus”), in connection with the registration under the Securities Act of CayCo Ordinary Shares that will be
issued in connection with the Merger and the TCO Restructuring (the “Registration Statement Securities”). Each of
SPAC and the Company Parties shall use its reasonable best efforts to (i) cause the Proxy Statement/Prospectus to comply with the
rules and regulations promulgated by the SEC, (ii) respond as promptly as reasonably practicable to and resolve all comments
received from the SEC concerning the Proxy Statement/Prospectus, and (iii) have the Registration Statement declared effective under
the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary
to consummate the Transactions and the TCO Restructuring. In the event there is any tax opinion, comfort letter or other opinion required
to be provided in connection with the Proxy Statement/Prospectus, notwithstanding anything to the contrary, neither this provision nor
any other provision in this Agreement shall require counsel to the Company or SPAC or their respective tax advisors to provide an opinion
that the Merger or the TCO Restructuring qualifies as a transaction described in Section 351 of the Code or otherwise qualifies
for the Intended Tax Treatment. The Company Parties also agree to use their best efforts to obtain all necessary state securities law
or “Blue Sky” permits and approvals required to carry out the Transactions and the TCO Restructuring, and the Company Parties
shall furnish all information concerning the Company Parties or their respective shareholders as may be reasonably requested in connection
with any such action. Each of SPAC and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries,
officers, directors, managers, shareholders and other equityholders and information regarding such other matters as may be reasonably
necessary or advisable or as may be reasonably requested in connection with the Proxy Statement/Prospectus, a Current Report on Form 8-K
pursuant to the Exchange Act in connection with the Transactions and the TCO Restructuring, or any other statement, filing, notice or
application made by or on behalf of SPAC, the Company Parties or their respective Subsidiaries to any regulatory authority (including
the applicable Stock Exchange) in connection with the Transactions and the TCO Restructuring (the “Offer Documents”).
SPAC will cause the Proxy Statement/Prospectus to be disseminated to the SPAC Shareholders, in each case, promptly after the Registration
Statement is declared effective under the Securities Act. CayCo as the filer and registrant of the Registration Statement shall be responsible
for and pay all of the cost for the preparation, filing and mailing of the Proxy Statement/Prospectus and other related fees.
(ii) To
the extent not prohibited by Law, the Company Parties will advise SPAC reasonably promptly after CayCo or the Company receives notice
thereof, of the time when the Proxy Statement/Prospectus has become effective or any supplement or amendment has been filed, of the issuance
of any stop order or the suspension of the qualification of CayCo Ordinary Shares for offering or sale in any jurisdiction, of the initiation
or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement/Prospectus
or for additional information. To the extent not prohibited by Law, SPAC and its counsel, on the one hand, and the Company and its counsel,
on the other hand, shall be given a reasonable opportunity to review and comment on the Proxy Statement, the Registration Statement and
any Offer Document each time before any such document is filed with the SEC, and the other party shall give reasonable and good faith
consideration to any comments made by such party and its counsel. To the extent not prohibited by Law, SPAC and the Company Parties shall
provide the other party and its counsel with (A) any comments or other communications, whether written or oral, that SPAC or its
counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement, Registration Statement or Offer
Documents promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the
response of such party to those comments and to provide comments on that response (to which reasonable and good faith consideration shall
be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each
of SPAC and the Company Parties shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation
by reference in (A) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time
at which it is amended and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading or (B) the
Proxy Statement will not, at the date it is first mailed to the SPAC Shareholders and at the time of the SPAC Shareholders’ Meeting,
contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they are made, not misleading.
(iv) If,
at any time prior to the Merger Effective Time, any information relating to the Company Parties, SPAC or any of their respective Subsidiaries,
Affiliates, directors or officers is discovered by the Company Parties or SPAC, which is required to be set forth in an amendment or
supplement to the Proxy Statement or the Registration Statement, so that neither of such documents would include any misstatement of
a material fact or omit to state any material fact necessary to make the statements therein, with respect to the Proxy Statement, in
light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify
the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to
the extent required by Law, disseminated to the SPAC Shareholders.
(b) SPAC
Shareholder Approval.
(i) SPAC
shall (a) as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (i) cause
the Proxy Statement/Prospectus to be disseminated to SPAC Shareholders in compliance with applicable Law, (ii) solely with respect
to the following clause (1), duly (1) give notice of and (2) convene and hold an extraordinary general meeting of the
SPAC Shareholders (the “SPAC Shareholders’ Meeting”) in accordance with the SPAC Articles and the NASDAQ rules and
regulations for a date no later than thirty-five (35) Business Days following the date the Registration Statement is declared effective,
and (iii) solicit proxies from the holders of SPAC Ordinary Shares to vote in favor of each of the SPAC Transaction Proposals, and
(b) provide its shareholders with the opportunity to elect to effect an SPAC Shareholder Redemption. SPAC shall, through the SPAC
Board, recommend to its shareholders the approval of the SPAC Transaction Proposals (the “SPAC Board Recommendation”)
and include such recommendation in the Proxy Statement. The SPAC Board shall not withdraw, amend, qualify or modify its recommendation
to the SPAC Shareholders that they vote in favor of the SPAC Transaction Proposals.
(ii) Notwithstanding
the foregoing, at any time prior to, but not after, obtaining the SPAC Shareholder Approval, solely in response to an Intervening Event,
the SPAC Board may fail to make, amend, change, withdraw, modify, withhold or qualify the SPAC Board Recommendation (any such action,
a “Change in Recommendation”) if the SPAC Board shall have determined in good faith, after consultation with its outside
legal counsel, that, in response to such Intervening Event, a failure to make a Change in Recommendation would be inconsistent with its
fiduciary duties under applicable Law; provided, that the SPAC Board will not be entitled to make, or agree or resolve to make,
a Change in Recommendation until (a) SPAC delivers to the Company a written notice (an “SPAC Intervening Event Notice”)
advising the Company that the SPAC Board proposes to take such action and containing the material facts underlying the SPAC Board’s
determination that an Intervening Event has occurred, (b) until 5:00 p.m., Hong Kong time, on the fifth (5th) Business Day immediately
following the day on which SPAC delivered the SPAC Intervening Event Notice (such period from the time the SPAC Intervening Event Notice
is provided until 5:00 p.m. Hong Kong time on the fifth (5th) Business Day immediately following the day on which SPAC delivered
the SPAC Intervening Event Notice, the “SPAC Intervening Event Notice Period”), SPAC and its Representatives shall
have negotiated in good faith with the Company and its Representatives regarding any revisions or adjustments proposed by the Company
during the SPAC Intervening Event Notice Period to the terms and conditions of this Agreement as would enable SPAC to proceed with its
recommendation of this Agreement and the Transactions and not make such Change in Recommendation, and (c) if the Company requested
negotiations in accordance with the foregoing clause (b), SPAC may make a Change in Recommendation only if the SPAC Board, after considering
in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company shall have, prior to the expiration
of the five (5)-Business Day period, offered in writing in a manner that would form a binding Contract if accepted by SPAC (and the other
applicable parties hereto), reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make a Change
in Recommendation would violate its fiduciary duties under applicable Law. For the avoidance of doubt, a Change in Recommendation will
not affect SPAC’s obligations pursuant to this Section 7.8(b) (other than as set forth in the immediately preceding
sentence) or elsewhere in this Agreement.
(iii) To
the fullest extent permitted by applicable Law, (x) SPAC agrees to establish a record date for, duly call, give notice of, convene
and hold the SPAC Shareholders’ Meeting and submit for approval the SPAC Transaction Proposals and (y) SPAC agrees that if
the SPAC Shareholder Approval shall not have been obtained at any such SPAC Shareholders’ Meeting, then SPAC shall promptly continue
to take all such necessary actions, including the actions required by this Section 7.8(b), and hold additional SPAC Shareholders’
Meetings in order to obtain the SPAC Shareholder Approval. SPAC may only adjourn the SPAC Shareholders’ Meeting (i) to solicit
additional proxies for the purpose of obtaining the SPAC Shareholder Approval, (ii) for the absence of a quorum (either in person
or by proxy), (iii) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement/Prospectus that SPAC
or the Company reasonably determines is necessary to comply with applicable Laws, is provided to the SPAC Shareholders in advance of
a vote on the adoption of SPAC Transaction Proposals, (iv) to allow reasonable additional time for the filing or mailing of any
supplemental or amended disclosure that SPAC has determined in good faith after consultation with outside legal counsel is required under
applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by SPAC Shareholders prior to the SPAC
Shareholders’ Meeting, (v) in order to seek withdrawals from SPAC Shareholders who have exercised their SPAC Shareholder Redemption
right if a number of SPAC Ordinary Shares have been elected to be redeemed such that SPAC reasonably expects that the condition set forth
in Section 8.3 will not be satisfied at the Closing, and (vi) to comply with applicable Law; provided, that the
SPAC Shareholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for
which the SPAC Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and
(y) shall not be held later than three (3) Business Days prior to the Agreement End Date. SPAC agrees that it shall provide
the holders of SPAC Class A Ordinary Shares the opportunity to elect redemption of such SPAC Class A Ordinary Shares in connection
with the SPAC Shareholders’ Meeting, as required by SPAC’s Governing Documents.
(c) Company
Shareholder Approval.
(i) The
Company shall (i) obtain and deliver to SPAC the Company Shareholder Approval, (x) through an extraordinary general shareholders
meeting, and (y) in accordance with the terms and subject to the conditions of the Company’s Governing Documents; and (ii) take
all other action necessary or advisable to secure the Company Shareholder Approval and, if applicable, any additional consents or approvals
of its shareholders related thereto as soon as reasonably practicable, but in no event later than thirty (30) Business Days after the
date of this Agreement.
(ii) The
Company shall send the Company Shareholder Approval to SPAC immediately after the Company has received such approval, which shall include
in all such shareholders materials it sends to the Company Shareholders in connection with the Company Shareholder Approval, including
a statement to the effect that the Company Board has unanimously recommended that the Company Shareholders vote in favor of the Company
Shareholder Approval (such statement, the “Company Board Recommendation”) and neither the Company Board nor any committee
thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify,
the Company Board Recommendation.
7.9. Support
of Transaction.
(a) Without
limiting any covenant contained in Article VII, the Group, CayCo and Merger Sub shall, and SPAC shall (a) use reasonable
best efforts to obtain as soon as practicable all material consents and approvals of third parties (including any Governmental Authority)
that any of SPAC, the Group, CayCo or Merger Sub or their respective Affiliates are required to obtain in order to consummate the Merger
and the TCO Restructuring, and (b) take such other action as soon as practicable as may be reasonably necessary or as another party
hereto may reasonably request to satisfy the conditions of Article VIII (including the use of reasonable best efforts to
enforce their respective rights under the Company Restructuring Documents) or otherwise to comply with this Agreement and to consummate
the Transactions and the TCO Restructuring as soon as practicable and in accordance with all applicable Law.
(b) The
Company Parties and their respective Affiliates shall take all actions as soon as practicable (to the extent legally feasible) and as
may be reasonably necessary to (i) implement and consummate the Squeeze Out in accordance with Section 2.6; and
(ii) shall keep SPAC, the Sponsor and their respective Representatives informed of all developments in respect of the Squeeze
Out and share all material communication or written agreements with the Company Shareholders.
7.10. Regulatory
Approvals; Other Filings.
(a) Each
of the Company Parties and SPAC shall use their reasonable best efforts to cooperate in good faith with any Governmental Authority
and to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions,
non-actions or waivers in connection with the Transactions (the “Regulatory Approvals”) as soon as practicable
and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company Parties and SPAC shall
use commercially reasonable efforts to cause the expiration or termination of the waiting, notice or review periods under any
applicable Regulatory Approval with respect to the Transactions as promptly as possible after the execution of this Agreement.
(b) With
respect to each of the Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities,
each of the Company Parties and SPAC shall: (i) diligently and expeditiously defend and use reasonable best efforts to obtain
any necessary clearance, approval, consent, or Governmental Approval under Laws prescribed or enforceable by any Governmental Authority
for the Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the Transactions;
and (ii) cooperate with each other in the defense and conduct of such matters. To the extent not prohibited by Law, each party hereto
shall keep the other party reasonable informed regarding the status and any material developments regarding any Governmental Approval
processes, and the Company Parties shall promptly furnish to SPAC, and SPAC shall promptly furnish to the Company, copies of any material,
substantive notices or written communications received by such party or any of its Affiliates from any third party or any Governmental
Authority with respect to the Transactions, and each such party shall permit counsel to the other parties an opportunity to review in
advance, and each such party shall consider in good faith the views of such counsel in connection with, any proposed material, substantive
written communications by such party or its Affiliates to any Governmental Authority concerning the Transactions; provided, however,
that none of the parties shall enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated
in this Agreement without the prior written consent of the other parties. To the extent not prohibited by Law, the Company Parties agree
to provide SPAC and its counsel, and SPAC agrees to provide the Company and its counsel, the opportunity, on reasonable advance notice,
to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or any of its Affiliates,
agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the Transactions.
Any such provisions of information, rights to participate or consultations between the parties may be made on a counsel-only or outside
counsel-only basis to the extent required under applicable Law or as appropriate to protect sensitive business information or maintain
attorney-client or other privilege; provided, that SPAC may redact materials to address reasonable privilege or confidentiality
concerns, and to remove references concerning the valuation of the Company or SPAC’s consideration of the Transactions or other
competitively sensitive material.
(c) The
Company Parties shall cooperate in good faith with any Governmental Authority and undertake promptly any and all action required to obtain
any necessary or advisable regulatory approvals, consents, Actions, non-actions or waivers in connection with the TCO Restructuring as
soon as practicable and any and all action necessary to consummate the TCO Restructuring. Without limiting the generality of this Section 7.10(c):
(i) The
Company Parties shall each use their respective best efforts to obtain the Phase I IC Approval within thirty (30) Business Days after
the date of this Agreement and will take all such actions as are necessary to maintain the effectiveness of such approval until the Transactions
and the TCO Restructuring have been consummated. The Company Parties shall (i) not do anything to revoke, modify in any material
respect, or terminate the Phase I IC Approval, (ii) avoid or eliminate each and every impediment under any Law that cause the Phase
I IC Approval to lose effect, and (iii) keep SPAC and its Representatives informed of all developments in respect of the Taiwan
IC Approval; and
(ii) the
Company Parties shall, as promptly as reasonably practicable, file or submit all necessary submissions, notifications, filings and applications
in connection with the Phase II IC Approval and shall each use their respective best efforts to obtain the Phase II IC Approval required
to consummate the Transactions and the TCO Restructuring, as promptly as reasonably practicable and in any event within thirty (30) Business
Days after the Company has received the Company Shareholder Approval.
(d) The
Company, on the one hand, and SPAC, on the other, shall be responsible for and pay one-half (1/2) of the filing fees payable to the Governmental
Authorities in connection with the Transactions at the time of any such filing, provided that the Company shall bear all costs
and fees relating to the Taiwan IC Approval and any other regulatory approvals, consents, Actions, non-actions or waivers in connection
with the TCO Restructuring.
7.11. Financing.
Prior to Closing, each of the Company and SPAC shall, and each of them shall cause its Subsidiaries and Affiliates (as applicable) and
its and their officers, directors, managers, employees, consultants, counsel, accountants, agents and other representatives to, reasonably
cooperate in a timely manner in connection with any financing arrangement the parties seek in connection with the Transactions (it being
understood and agreed that the consummation of any such financing by the Company or SPAC shall be subject to the parties’ mutual
agreement), including (a) by providing such information and assistance as the other party may reasonably request (including the
Company providing such financial statements and other financial data relating to the Group as would be required if CayCo were filing
a general form for registration of securities under Form 10 following the consummation of the Transactions and a registration statement
on Form F-1 for the resale of the securities sold in the PIPE Investment prior to or concurrently with the consummation of the Transactions),
(b) granting such access to the other party and its representatives as may be reasonably necessary for their due diligence, and
(c) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions with
respect to such financing efforts (including direct contact between senior management and other representatives of the Group at reasonable
times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted
under conditions that shall not unreasonably interfere with the business and operations of the Company, SPAC, or their respective auditors.
7.12. Employee
Matters.
(a) Equity
Plan.. Prior to the Closing Date, CayCo shall approve and adopt the New Equity Incentive Plan, in a form with
customary terms and conditions that is reasonably agreed by and between SPAC and the Company, provided that the total
reserved pool size under such plan shall not exceed 10% of the total issued and outstanding share capital of CayCo at the Closing
Date except with prior written consent of SPAC and the Sponsor. Within ten (10) Business Days following the expiration of the
sixty (60) day period following the date CayCo has filed current Form 10 information with the SEC reflecting its status as an
entity that is not a shell company, CayCo shall file an effective registration statement on Form S-8 (or other applicable form,
including Form F-3) with respect to CayCo Ordinary Shares issuable under the New Equity Incentive Plan.
(b) No
Third-Party Beneficiaries. Notwithstanding anything herein to the contrary, each of the parties to this Agreement acknowledges
and agrees that all provisions contained in this Section 7.12 are included for the sole benefit of SPAC and the Company,
and that nothing in this Agreement, whether express or implied, (i) shall be construed to establish, amend, or modify any employee
benefit plan, program, agreement or arrangement, (ii) shall limit the right of SPAC, the Company or their respective Affiliates
to amend, terminate or otherwise modify any Company Benefit Plan or other employee benefit plan, agreement or other arrangement following
the Closing Date, or (iii) shall confer upon any Person who is not a party to this Agreement (including any equityholder, any current
or former director, manager, officer, employee or independent contractor of the Company or any participant in any Company Benefit Plan
or other employee benefit plan, agreement or other arrangement (or any dependent or beneficiary thereof)), any right to continued or
resumed employment or recall, any right to compensation or benefits or any third-party beneficiary or other right of any kind or nature
whatsoever.
7.13. Post-Closing
Directors and Officers of CayCo. Subject to the terms of CayCo’s Governing Documents, CayCo shall take all such action
within its power as may be necessary or appropriate such that immediately following the Merger Effective Time:
(a) the
CayCo Board shall consist of five (5) directors, at least three (3) of whom shall be “independent” directors for
the purposes of the applicable Stock Exchange rules (each, an “Independent Director”), to initially consist of:
(i) one
(1) director to be nominated by the Sponsor (if any); and
(ii) four
(4) directors to be nominated by the Company, at least three (3) of whom shall be Independent Directors, in consultation with
the Sponsor;
(b) the
Chairperson of the CayCo Board shall serve in such capacity in accordance with the terms of CayCo’s Governing Documents following
the Merger Effective Time; and
(c) the
initial officers of CayCo shall be as set forth on Section 4.5 of the Company Disclosure Letter, who shall serve in such
capacity in accordance with the terms of CayCo’s Governing Documents following the Merger Effective Time.
7.14. Indemnification
and Insurance.
(a) From
and after the Merger Effective Time, CayCo and the Company agree that they shall indemnify and hold harmless each present and former
director and officer of the SPAC and each of its Subsidiaries (the “SPAC Indemnified Parties”) against any costs
or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection
with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing
or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, to
the fullest extent that SPAC or its Subsidiaries, as the case may be, would have been permitted under applicable Law and their respective
certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents
in effect on the date of this Agreement to indemnify such SPAC Indemnified Parties (including the advancing of expenses as incurred to
the fullest extent permitted under applicable Law). Without limiting the foregoing, CayCo and the Company shall, and shall cause its
Subsidiaries (as applicable) to (i) maintain for a period of not less than six (6) years from the Merger Effective Time provisions
in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of SPAC’s
and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons
than the provisions of the Governing Documents of the CayCo or its Subsidiaries, as applicable, in each case, as of the date of this
Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights
of those Persons thereunder, in each case, except as required by Law. CayCo shall assume, and be liable for, each of the covenants in
this Section 7.14.
(b) For
a period of six (6) years from the Merger Effective Time, CayCo shall maintain in effect directors’ and officers’ liability
insurance (the “D&O Tail”) covering those Persons who are currently covered by SPAC’s or its Subsidiaries’
directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made
available to SPAC or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage; provided,
however, that (i) SPAC may cause coverage to be extended under the current directors’ and officers’ liability
insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of
such current insurance coverage with respect to claims existing or occurring at or prior to the Merger Effective Time, and (ii) if
any claim is asserted or made within such six (6)-year period, any insurance required to be maintained under this Section 7.14
shall be continued in respect of such claim until the final disposition thereof. The cost of the D&O Tail shall be borne by the
Company.
(c) The
rights of the SPAC Indemnified Parties hereunder shall be in addition to, and not in limitation of, any other rights such person may
have under CayCo’s Governing Documents, any other indemnification arrangement, applicable Law or otherwise. The obligations of
CayCo and the Company under this Section 7.14 shall not be terminated or modified in such a manner as to adversely affect
any SPAC Indemnified Parties without the consent of such SPAC Indemnified Parties. The provisions of this Section 7.14 shall
survive the Closing indefinitely and expressly are intended to benefit, and are enforceable by, each of the SPAC Indemnified Parties,
each of whom is an intended third-party beneficiary of this Section 7.14.
(d) Notwithstanding
anything contained in this Agreement to the contrary, this Section 7.14 shall survive the consummation of the Merger indefinitely
and shall be binding, jointly and severally, on CayCo and the Company and all successors and assigns of CayCo and the Company. In the
event that CayCo or the Company or any of their successors or assigns consolidates with or merges into any other Person and shall not
be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all
of its properties and assets to any Person, then, and in each such case, CayCo and the Company shall ensure that proper provision shall
be made so that the successors and assigns of CayCo and the Company shall succeed to the obligations set forth in this Section 7.14.
(e) On
the Closing Date, CayCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and SPAC
with the post-Closing directors and officers of CayCo, which indemnification agreements shall continue to be effective following the
Closing.
7.15. Section 16
Matters. Prior to the Merger Effective Time, SPAC and the Company shall take all such steps as may be reasonably required (to
the extent permitted under applicable Law) to cause any acquisitions of CayCo Ordinary Shares (including, in each case, securities deliverable
upon exercise, vesting or settlement of any derivative securities) resulting from the Transactions or the TCO Restructuring by each individual
who may become subject to the reporting requirements of Section 16(a) of the Exchange Act in connection with the Transactions
or the TCO Restructuring to be exempt under Rule 16b-3 promulgated under the Exchange Act.
7.16. Trust
Account Proceeds and Related Available Equity. Upon satisfaction or waiver of the conditions set forth in Article VIII
and provision of notice thereof to the Trustee (which notice SPAC shall provide to the Trustee in accordance with the terms of the
Trust Agreement), (i) in accordance with and pursuant to the Trust Agreement, at the Closing and concurrently with the Merger Effective
Time, SPAC (A) shall cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement
to be so delivered, and (B) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated
to (1) pay as and when due all amounts payable to SPAC Shareholders pursuant to the SPAC Shareholder Redemptions, (2) pay the
Unpaid Transaction Expenses in accordance with Section 4.3 as instructed by SPAC in accordance with the Trust Agreement,
and (3) pay all remaining amounts then available in the Trust Account to SPAC for immediate use (which shall include any outstanding
amounts under any Working Capital Loan), subject to this Agreement and the Trust Agreement, and (ii) thereafter, the Trust Account
shall terminate, except as otherwise provided therein.
7.17. NASDAQ
Listing. From the date hereof through the Merger Effective Time, Except as set forth in Section 7.17 of the SPAC
Disclosure Letter, SPAC shall ensure SPAC remains listed as a public company on NASDAQ.
7.18. SPAC
Public Filings. From the date hereof through the Merger Effective Time, SPAC will keep current and timely file all reports required
to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable Laws.
7.19. CayCo
Securities Listing. The Company Parties will use their reasonable best efforts to cause: (a) CayCo’s initial listing
application with the applicable Stock Exchange in connection with the Transactions and the TCO Restructuring to be approved; (b) CayCo
to satisfy all applicable initial listing requirements of the applicable Stock Exchange; and (c) CayCo Ordinary Shares to be approved
for listing on the applicable Stock Exchange (and SPAC shall reasonably cooperate in connection therewith), subject to official notice
of issuance, in each case, as promptly as reasonably practicable after the date of this Agreement, and in any event prior to the Merger
Effective Time. The Company shall pay all fees of the applicable Stock Exchange in connection with the application to list and the listing
of CayCo Ordinary Shares.
7.20. Tax
Matters.
(a) Each
of SPAC and the Company Parties shall (i) use its respective commercially reasonable efforts to cause the Transactions and the TCO
Restructuring under this Agreement to qualify, and agree not to, and not to permit or cause any of their Affiliates or Subsidiaries to,
take any action which to its knowledge could reasonably be expected to prevent, impair or impede the Transactions and the TCO Restructuring
from qualifying, for the Intended Tax Treatment. Each of SPAC and the Company Parties shall report the Transactions and the TCO Restructuring
consistently with the Intended Tax Treatment and the immediately preceding sentence unless otherwise required pursuant to a “determination”
within the meaning of Section 1313(a) of the Code or a change in applicable Law. The parties shall cooperate with each other
and their respective tax counsel to document and support the Tax treatment of the Transactions and the TCO Restructuring as a transaction
described in Section 351 of the Code.
(b) For
each taxable year ending on or after the Closing Date, (1) CayCo shall determine its status as a “passive foreign investment
company” within the meaning of Section 1297 of the Code (“PFIC”) and (2) CayCo shall make such PFIC
status determinations available to the shareholders of CayCo electronically. If CayCo determines that it is a PFIC for a taxable year
ending on or after the Closing Date, CayCo shall use commercially reasonable efforts to make electronically available a PFIC Annual Information
Statement meeting the requirements of Treasury Regulation Section 1.1295-1(g), and provide such other information requested by CayCo
shareholders and their direct and/or indirect owners that are “United States” persons (within the meaning of Section 7701(a)(30)
of the Code) and reasonably necessary to comply with the provisions of the Code with respect to PFICs, including making and complying
with the requirements of a “Qualified Electing Fund” election pursuant to Section 1295 of the Code. Upon receiving a
written request by a shareholder that has made (or whose direct and/or indirect owners have made) a “Qualified Electing Fund”
election in accordance with applicable U.S. Treasury Regulations, CayCo shall use commercially reasonable efforts to make available income
statement and balance sheet data reasonably necessary for such shareholder (or direct and/or indirect owner of such shareholder) to comply
with the requirements of such “Qualified Electing Fund” election. The obligations under this Section 7.20(b) shall
survive after the Closing.
7.21. No
Trading. The Company Parties acknowledge and agree that they are aware, and that the Company’s Affiliates have been made
aware of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC promulgated thereunder
or otherwise and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded
company. The Company hereby agrees that it shall not purchase or sell any securities of SPAC in violation of such Laws, or cause or encourage
any Person to do the foregoing.
7.22. Affiliate
Agreements. All Affiliate Agreements set forth on Section 7.22 of the Company Disclosure Letter, if any, shall be
terminated or settled at or prior to the Closing without further liability to SPAC or the Company Parties, in each case, except as otherwise
set forth on Section 7.22 of the Company Disclosure Letter.
7.23. Shareholder
Litigation. In the event that any shareholder litigation related to this Agreement, the Company Restructuring Documents or the
other Transaction Agreements or the Transactions or the TCO Restructuring is brought or threatened in writing against SPAC or the Company
Parties, or any of the respective members of their boards of directors, after the date of this Agreement and prior to the Merger Effective
Time (the “Shareholder Litigation”), SPAC or the Company Parties, as applicable, shall promptly notify the other party
in writing of any such Shareholder Litigation and shall keep the other party reasonably informed with respect to the status thereof.
7.24. Notices
of Certain Events. During the period beginning on the date of this Agreement and ending on the earlier of the Closing and the
date of the termination of this Agreement in accordance with Article IX, each of SPAC and the Company Parties shall reasonably promptly
notify the other party of:
(a) any
notice from any Person alleging or raising the possibility that the consent of such Person is or may be required in connection with the
Transactions or the TCO Restructuring or that the Transactions or the TCO Restructuring might give rise to any material Action or other
material rights by or on behalf of such Person or result in the loss of any material rights or privileges of the Company (or CayCo, post-Closing)
to any such Person or create any Lien on any of the Company’s or SPAC’s assets;
(b) any
notice or other communication from any Governmental Authority (including the Investment Commission, the Ministry of Economic Affairs
of Taiwan or its designated Governmental Authority, such as the Central Taiwan Science Park Bureau) that is material to the transactions
contemplated by this Agreement, the Company Restructuring Documents or the Ancillary Agreements;
(c) any
material Actions commenced or threatened against, relating to or involving or otherwise affecting either party or any of their stockholders
or their equity, assets or business or that relate to the consummation of the transactions contemplated by this Agreement, the Company
Restructuring Documents or the Ancillary Agreements;
(d) any
notice or other communication from any Company Shareholder relating to or involving the issuance, grant of or exercise of, any options,
warrants or other rights to purchase or obtain any Securities (including any redemption rights); provided, that the Company shall
not, except with the prior written consent of SPAC, respond to any such notice or communication, or take any action in connection with
the issuance or grant of any options, warrants or other rights to purchase or obtain such Securities;
(e) any fact,
matter or circumstance that would or would be reasonably likely to give rise to or result in a Company Material Adverse Effect; and
(f) any
material inaccuracy of any representation or warranty of such party contained in this Agreement at any time during the term hereof, or
any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder,
that would reasonably be expected to cause any of the conditions set forth in Article VIII not to be satisfied.
7.25. Third Party Consents. As soon as practicable after the date of this Agreement and in any event before the Closing Date,
the Company Parties and their Affiliates shall make any required notification and obtain all applicable consent, waiver or approval required
from any third party, if any (the “Third Party Consent”) under any Contracts, including without limitation to any loan
agreements, financing agreements and licensing agreements, in connection with the Transaction or the TCO Restructuring.
7.26. CayCo
and Merger Sub. The Company Parties shall take all action necessary to cause CayCo and Merger Sub to perform their respective
obligations under this Agreement and to consummate the transactions contemplated by this Agreement, the Company Restructuring Documents
or the Ancillary Agreements, upon the terms and subject to the conditions set forth therein.
Article VIII
CONDITIONS TO OBLIGATIONS
8.1. Conditions
to Obligations of SPAC and the Company Parties. The obligations of SPAC and Company Parties to consummate, or cause to be consummated,
the Transactions is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all
of such parties:
(a) The
SPAC Shareholder Approval shall have been obtained;
(b) The
Company Shareholder Approval shall have been obtained;
(c) There
shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger;
provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect
to the Transactions or the TCO Restructuring;
(d) SPAC
shall have at least US$5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange
Act);
(e) CayCo
Ordinary Shares to be issued in connection with the Merger and the TCO Restructuring shall have been approved for listing on the applicable
Stock Exchange and such approval shall be ongoing, and not revoked or withdrawn, as of the Closing Date; and
(f) The
Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn.
8.2. Conditions
to Obligations of SPAC. The obligations of SPAC to consummate, or cause to be consummated, the Transactions are subject to the
satisfaction of the following additional conditions, any one or more of which may be waived in writing by SPAC:
(a) (i)
the Company Fundamental Representations shall be true and correct in all respects, in each case as of the Closing Date, except with respect
to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct
in all respects at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted
by this Agreement or the Ancillary Agreements, (ii) the representation and warranty of the Company contained in the second sentence
of Section 5.24 shall be true and correct as of the Closing Date in all respects, and (iii) each of the representations
and warranties of the Company contained in this Agreement other than the Company Fundamental Representations and the second sentence
of Section 5.24 (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse
effect and Company Material Adverse Effect or any similar qualification or exception) shall be true and correct as of the Closing Date,
except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall
be true and correct at and as of such date, except for, in each case, inaccuracies or omissions that would not, individually or in the
aggregate, reasonably be expected to be material to the Group, taken as a whole;
(b) each
of the covenants of the Company Parties to be performed as of or prior to the Closing shall have been performed in all material respects;
(c) the
Company Acquisition Percentage shall be at least 90.1%;
(d) the
TCO Restructuring shall have been consummated;
(e) there
shall not have occurred a Company Material Adverse Effect after the date of this Agreement;
(f) the
employees of the Company, set forth in Section 8.2(f) of the Company Disclosure Letter, shall each have entered into
an Employment Agreement with the Company;
(g) the
Company shall have delivered or caused to be delivered an opinion issued by its Taiwan counsel to SPAC to the effect that no pending
approval is required by any Taiwan Governmental Authorities for the Merger and the TCO Restructuring, issuance of the equity securities
in connection with the Merger and the TCO Restructuring, and CayCo’s listing on the applicable Stock Exchange, including but not
limited to the Taiwan IC Approval;
(h) the
Taiwan IC Approval has been obtained and is effective;
(i) all Third Party Consents shall have been obtained, if any; and
(j) the
CayCo Cap Table and Closing Calculation have been prepared in accordance with this Agreement and accurately reflected the equity shareholding
of SPAC Shareholders and the Company Shareholders as at the Closing.
8.3. Conditions
to the Obligations of the Company Parties. The obligations of the Company to consummate, or cause to be consummated, the Transactions
is subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by the Company:
(a) (i) the
representations and warranties of SPAC contained in Section 6.13 shall be true and correct in all but de minimis respects
as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations
and warranties shall be true and correct in all but de minimis respects at and as of such date, except for changes after the date
of this Agreement which are contemplated or expressly permitted by this Agreement, and (ii) each of the representations and warranties
of SPAC contained in this Agreement (other than Section 6.13) (disregarding any qualifications and exceptions contained therein
relating to materiality, material adverse effect or any similar qualification or exception) shall be true and correct as of the Closing
Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties
shall be true and correct in all material respects at and as of such date, in each case, inaccuracies or omissions that would not, individually
or in the aggregate, reasonably be expected to have a material adverse effect on SPAC’s ability to consummate the Transactions;
and
(b) each
of the covenants of SPAC to be performed as of or prior to the Closing shall have been performed in all material respects.
Article IX
TERMINATION/EFFECTIVENESS
9.1. Termination.
This Agreement may be terminated and the Transactions abandoned at any time prior to the Closing:
(a) by
mutual written consent of both the Company and SPAC at any time;
(b) by
the Company or SPAC within ten (10) months after the date of this Agreement (the “Agreement End Date”), if the
Closing shall not have occurred by 5:00 p.m. (Hong Kong time) on such date; provided, that neither the Company nor SPAC may
terminate this Agreement pursuant to this Section 9.1(b) if it is in material breach of any of its obligations hereunder
and such material breach causes, or results in, either (i) the failure to satisfy the conditions to the obligations of the terminating
party to consummate the Closing set forth in Article VIII prior to the Agreement End Date, or (ii) the failure of the
Closing to have occurred prior to the Agreement End Date;
(c) by
the Company or SPAC, if any Governmental Authority (except for the Taiwan IC Approval) shall have enacted, issued, promulgated, enforced
or entered any Governmental Order, which has become final and nonappealable and has the effect of making consummation of the Merger or
the TCO Restructuring illegal or otherwise preventing or prohibiting consummation of the Merger or the TCO Restructuring;
(d) by
the Company, if the SPAC Shareholder Approval shall not have been obtained by reason of the failure to obtain the required vote at the
SPAC Shareholders’ Meeting duly convened therefor or at any adjournment or postponement thereof;
(e) by
SPAC, if the condition in Section 8.2(c) is not or will not be satisfied at the TCO Restructuring Closing;
(f) by
SPAC, if (i) the Company Parties fail to receive the Phase I IC Approval within the time prescribed by Section 7.10(c)(i);
or (ii) the Company Parties fail to receive the Phase II IC Approval within the time prescribed by Section 7.10(c)(ii);
or (iii) such Taiwan IC Approval is revoked, terminated or loses effect;
(g) by
SPAC, if the Company has suffered or there is a Company Material Adverse Effect;
(h) by
SPAC, if the Company Parties are in material breach of any of their respective obligations hereunder and such material breach will result
in the failure to satisfy the conditions to the obligations of SPAC to consummate the Closing set forth in Section 8.2; or
(i) by
SPAC, if the Company Shareholder Approval shall not have been obtained within twenty (20) Business Days after the date of this Agreement.
9.2. Effect
of Termination. In the event that this Agreement is validly terminated in accordance with Section 9.1, then each
of the parties hereto and each of their respective Affiliates, equityholders, directors, officers, employees and other representatives
shall be relieved of its duties and obligations arising under this Agreement after the date of such termination and such termination
shall be without liability to any of the parties; provided, however, that notwithstanding anything herein to the contrary,
(i) no such termination shall relieve any party from liability for any willful breach of this Agreement, willful misconduct or fraud
by that party, and (ii) the provisions of this Section 9.2 and Article X and the Nondisclosure Agreement
shall remain in full force and effect and survive any termination of this Agreement in accordance with its terms.
Article X
MISCELLANEOUS
10.1. Trust
Account Waiver. Each of the Company Parties acknowledges that SPAC is a blank check company with the powers and privileges to
effect a Business Combination. Each of the Company Parties further acknowledges that, as described in the prospectus dated April 29,
2022, available at www.sec.gov, substantially all of SPAC assets consist of the cash proceeds of SPAC’s initial public offering
and private placements of its securities and substantially all of those proceeds have been deposited in a trust account for the benefit
of SPAC, certain of its public shareholders and the underwriters of SPAC’s initial public offering (the “Trust Account”).
Each of the Company Parties acknowledges that it has been advised by SPAC that funds in the Trust Account may be disbursed only in accordance
with the Trust Agreement and SPAC’s Governing Documents. For and in consideration of SPAC entering into this Agreement, the receipt
and sufficiency of which are hereby acknowledged, each of the Company Parties hereby irrevocably waives any right, title, interest or
claim of any kind it has or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the
Trust Account or any funds distributed therefrom as a result of, or arising out of, this Agreement and any negotiations, Contracts or
agreements with SPAC; provided, that (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue
a claim against SPAC for legal relief against monies or other assets held outside the Trust Account, for specific performance or other
equitable relief in connection with the consummation of the Transactions (including a claim for SPAC to specifically perform its obligations
under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the
SPAC Shareholder Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such
claim would not affect SPAC’s ability to fulfill its obligation to effectuate the SPAC Shareholder Redemptions, or for fraud, and
(y) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against SPAC’s assets
or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that
have been purchased or acquired with any such funds).
10.2. Waiver.
Each provision in this Agreement may only be waived by written instrument making specific reference to this Agreement signed by the party
against whom enforcement of any such provision so waived is sought. No action taken pursuant to this Agreement, including any investigation
by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation,
warranty, covenant or agreement contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall
not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure
on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof
or the exercise of any other right, power or remedy.
10.3. Notices.
All notices and other communications under this Agreement shall be in writing and shall be deemed given (a) when delivered personally
by hand (with written confirmation of receipt by other than automatic means, whether electronic or otherwise), (b) when sent by
email (with no automated reply, such as an out-of-office notification, no mail undeliverable notification or other rejection notice)
or (c) one (1) Business Day following the day sent by an internationally recognized overnight courier (with written confirmation
of receipt), in each case, at the following addresses or email addresses (or to such other address or email address as a party may have
specified by notice given to the other party pursuant to this provision):
(a) If
to SPAC, prior to the Closing, to:
Chenghe Acquisition Co.
38 Beach Road #29-11
South Beach Tower
Singapore
Attention: Richard Qi Li
Email: richard.li@chenghecap.com
with copies (which shall not constitute actual or constructive
notice) to:
White & Case LLP
1221 Avenue of the Americas
New York, NY, 10020-1095
The United States
Attention: Joel
Rubinstein
Jessica Zhou
Steven Sha
Email: joel.rubinstein@whitecase.com
jessica.zhou@whitecase.com
steven.sha@whitecase.com
(b) If
to any of the Company Parties, to:
Taiwan Color Optics, Inc.
4F., No.32, Keya Rd., Daya Dist., Taichung City, Taiwan
Attention: Mr. Y.P. Chang, President
Email: ypchang@tcog.com.tw
with copies (which shall not constitute actual or constructive
notice) to:
Landi Law Firm
Attention: Mr. Francis
Chang
Email: FC@landilawyer.com.tw
or to such other address or addresses as the
parties may from time to time designate in writing. Copies delivered solely to outside counsel shall not constitute notice.
10.4. Assignment.
No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties and any such transfer
without prior written consent shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective permitted successors and assigns.
10.5. Rights
of Third Parties. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any
Person, other than the parties hereto, any right or remedies under or by reason of this Agreement; provided, however, that
(a) the SPAC Indemnified Parties and the past, present and future directors, managers, officers, employees, incorporators, members,
partners, stockholders, Affiliates, agents, attorneys, advisors and representatives of the parties, and any Affiliate of any of the foregoing
(and their successors, heirs and representatives), are intended third-party beneficiaries of, and may enforce, Section 7.14,
(b) the Nonparty Affiliates are intended third-party beneficiaries of, and may enforce, Section 10.16, and (c) W&C
and Landi Law Firm are intended third-party beneficiaries of, and may enforce, Section 10.18.
10.6. Expenses.
(a) Except
as otherwise set forth in this Agreement, each party hereto shall be responsible for and pay its own expenses incurred in connection
with this Agreement and the Transactions, including all fees of its legal counsel, investment bankers, brokers, finders, and other representatives
or consultants; provided, that (i) each of the Company and SPAC shall bear 50% all of the fees and costs relating to SPAC
Extension; (ii) if the Closing shall occur, the Company and CayCo shall pay or cause to be paid the Unpaid Transaction Expenses
in accordance with Section 4.3; and (iii) without prejudice to SPAC’s other remedies (whether at law, in equity,
in contract, in tort or otherwise), if this Agreement is terminated (i) by SPAC or the Company pursuant to Section 9.1(b) (only
if SPAC would also have the right to terminate this Agreement pursuant to Section 9.1(e), Section 9.1(f), Section 9.1(g),
Section 9.1(h) or Section 9.1(i)), or (ii) by SPAC pursuant to Section 9.1(e), Section 9.1(f),
Section 9.1(g), Section 9.1(h) or Section 9.1(i), the Company shall pay and reimburse all SPAC
Transaction Expenses within thirty (30) Business Days of such termination. For the avoidance of doubt, (x) any payments to be made
(or to cause to be made) by SPAC pursuant to the provision in this Section 10.6(a) shall be paid upon consummation of
the Merger and release of proceeds from the Trust Account; and (y) the Company shall be solely responsible and pay for all of the
TCO Restructuring Expenses prior to and after the Closing, and if the Closing shall occur, any payment of the Unpaid Transaction Expenses
from the proceeds of the Trust Account shall take priority over any payment of the TCO Restructuring Expenses.
(b) The
Company shall be responsible for and shall pay all Transfer Taxes incurred in connection with the Transactions and the TCO Restructuring.
The party required by Law to do so shall file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes
and, if required by applicable Law, the other parties shall, and shall cause their respective Affiliates to, join in the execution of
any such Tax Returns and other documentation.
10.7. Governing
Law; Jurisdiction.
(a) This
Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Agreement (whether based on law,
in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Agreement, shall
be governed by and construed in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof
that would subject such matter to the Laws of another jurisdiction.
(b) All
Legal Proceedings arising under the Laws of the State of New York out of or relating to this Agreement shall be heard and determined
exclusively in any federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if
such federal court does not have jurisdiction over such Legal Proceedings, they shall be heard and determined exclusively in the Supreme
Court of the State of New York, Commercial Division, sitting in the Borough of Manhattan of The City of New York (and any appellate court
therefrom). Each of the parties hereto agrees that mailing of process or other papers in connection with any such Legal Proceedings in
the manner provided in Section 10.3 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient
service thereof. Each of the parties hereto hereby (i) submits to the exclusive jurisdiction of the aforesaid courts for the purpose
of any Legal Proceeding arising under the Laws of the State of New York out of or relating to this Agreement brought by any party hereto,
and (ii) irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding
with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in
respect of this Agreement and the rights and obligations arising hereunder any claim that it is not personally subject to the jurisdiction
of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7.
10.8. Waiver
of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LEGAL REQUIREMENTS WHICH CANNOT BE WAIVED, EACH OF THE PARTIES AND
ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES
ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT, EACH OTHER TRANSACTION
AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS, AND FOR ANY COUNTERCLAIM RELATING THERETO, IN EACH CASE, WHETHER NOW EXISTING
OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY
NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS. FURTHERMORE, NO PARTY
NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION
OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.
10.9. Company
and SPAC Disclosure Letters. The Company Disclosure Letter and the SPAC Disclosure Letter (including, in each case, any section
thereof) referenced herein are a part of this Agreement as if fully set forth herein. All references herein to the Company Disclosure
Letter and/or the SPAC Disclosure Letter (including, in each case, any section thereof) shall be deemed references to such parts of this
Agreement, unless the context shall otherwise require. Any disclosure made by a party in the applicable Disclosure Letter, or any section
thereof, with reference to any section of this Agreement or section of the applicable Disclosure Letter shall be deemed to be a disclosure
with respect to such other applicable sections of this Agreement or sections of applicable Disclosure Letter if it is reasonably apparent
on the face of such disclosure that such disclosure is responsive to such other section of this Agreement or section of the applicable
Disclosure Letter. Certain information set forth in the Disclosure Letters is included solely for informational purposes and shall not
be deemed to constitute an acknowledgment by the Company or SPAC, as applicable that the matter is required to be disclosed by the terms
of this Agreement, nor shall such disclosure be deemed (a) an admission of any breach or violation of any Contract or applicable
Law, (b) an admission of any liability or obligation to any third party, or (c) to establish a standard of materiality.
10.10. Entire
Agreement. (a) This Agreement (together with the Company Disclosure Letter and the SPAC Disclosure Letter), (b) the
Investor Rights Agreement, the Subscription Agreement, the Lock-up Agreement, the Sponsor Support Agreement and the Company Holders Support
Agreement (the “Ancillary Agreements”), (c) the confidentiality agreement, dated as of May 17, 2023, between
SPAC and the Company (the “Nondisclosure Agreement”), (d) the other Transaction Agreements (including the Plan
of Merger), and (e) any other documents and instruments and agreements among the parties hereto as contemplated or referred to herein,
constitute the entire agreement among the parties to this Agreement relating to the Transactions and supersede any other agreements,
whether written or oral, that may have been made or entered into by or among any of the parties hereto or any of their respective Subsidiaries
relating to the Transactions. No representations, warranties, covenants, understandings, agreements, oral or otherwise, relating to the
Transactions exist between such parties, except as expressly set forth in this Agreement and the Ancillary Agreements.
10.11. Amendments.
Subject to applicable Law, the parties hereto may modify or amend this Agreement, by written agreement executed and delivered by the
duly authorized officers of each of the respective parties; provided, that no amendment shall be made to this Agreement after
the Merger Effective Time; provided, further, that after receipt of SPAC Shareholder Approval, if any such amendment shall
by applicable Law or SPAC’s Governing Documents require further approval of the SPAC Shareholders, the effectiveness of such amendment
shall be subject to the approval of the SPAC Shareholders.
10.12. Publicity.
(a) All
press releases or other public communications relating to the Transactions and the TCO Restructuring, and the method of the release for
publication thereof, shall, prior to the Closing, be subject to the prior mutual approval of SPAC and the Company, which approval shall
not be unreasonably withheld by any party; provided, that no party shall be required to obtain consent pursuant to this Section 10.12(a) to
the extent any proposed release or statement is substantially equivalent to the information that has previously been made public without
breach of the obligation under this Section 10.12(a).
(b) The
restriction in Section 10.12(a) shall not apply to the extent the public announcement is required by applicable securities
Law, any Governmental Authority or stock exchange rule; provided, however, that in such an event, the party making the
announcement shall use its commercially reasonable efforts to consult with the other party in advance as to its form, content and timing.
10.13. Severability.
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this
Agreement shall remain in full force and effect. The parties further agree that if any provision contained herein is, to any extent,
held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render
the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary,
shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a
valid and enforceable provision giving effect to the intent of the parties.
10.14. Headings;
Counterparts. The table of contents and headings in this Agreement are for convenience only and shall not be considered a part
of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in two (2) or
more counterparts, each of which shall be deemed an original, but all of which together shall constitute one (1) and the same instrument.
10.15. Enforcement.
The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur
in the event that the parties hereto do not perform the provisions of this Agreement (including failing to take such actions as are required
of them in order to consummate the Merger) in accordance with its specified terms or otherwise breach or threaten to breach such provisions.
The parties acknowledge and agree that the parties hereto shall be entitled, in addition to any other remedy to which they are entitled
at law or in equity, to an injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of
this Agreement and to enforce specifically the terms and provisions hereof. Without limiting the foregoing, each of the parties agrees
that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that (i) there
is adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or in equity.
Any party seeking an order or injunction to prevent breaches or threatened breaches and to enforce specifically the terms and provisions
of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction.
10.16. Non-Recourse.
Except to the extent otherwise set forth in the Ancillary Agreements, all claims, obligations, liabilities, or causes of action (whether
in contract or in tort, in law or in equity or granted by statute) that may be based upon, in respect of, arise under, out or by reason
of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including
any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such
representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement
(the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director,
officer, employee, incorporator, member, partner, manager, shareholder, Affiliate, agent, attorney, representative or assignee of, and
any financial advisor to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner,
manager, shareholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, any of the foregoing
(collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in law or in
equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with,
or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution,
performance or breach (other than as set forth in the Ancillary Agreements), and, to the maximum extent permitted by Law, each Contracting
Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates.
Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Ancillary Agreements:
(a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise
be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose
liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control,
instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise;
and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement
or any representation or warranty made in, in connection with, or as an inducement to this Agreement.
10.17. Non-Survival.
Except (x) as otherwise contemplated by Section 9.2, or (y) in the case of claims against a Person in respect of
such Person’s willful misconduct or fraud, each of the representations and warranties in this Agreement or in any certificate,
statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations
and warranties, shall not survive the Closing and shall terminate and expire upon the occurrence of the Merger Effective Time (and there
shall be no liability after the Closing in respect thereof).
10.18. Legal
Representation.
(a) Each
of the parties hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective
successors and assigns (including after the Closing, the Merger Surviving Company) (all such parties, the “W&C Waiving Parties”),
that White & Case LLP (“W&C”) may represent the shareholders or holders of other equity interests of
the Sponsor or of SPAC or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Merger
Surviving Company) (collectively, the “W&C WP Group”), in each case, solely in connection with any Action or obligation
arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding
its prior representation of the Sponsor, SPAC and its Subsidiaries, or other W&C Waiving Parties. Each of the parties, on behalf
of itself and the W&C Waiving Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest,
breach of duty or any other objection arising from or relating to W&C’s prior representation of the Sponsor, SPAC and its Subsidiaries,
or other W&C Waiving Parties. Each of the parties, for itself and the W&C Waiving Parties, hereby further irrevocably acknowledges
and agrees that all privileged communications, written or oral, between the Sponsor, SPAC, or its Subsidiaries, or any other member of
the W&C WP Group, on the one hand, and W&C (in its role as counsel to SPAC), on the other hand, made prior to the Closing, in
connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating
to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the
foregoing, are privileged communications that do not pass to the Merger Surviving Company notwithstanding the Merger, and instead survive,
remain with and are controlled by the W&C WP Group (the “W&C Privileged Communications”), without any waiver
thereof. The parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may
use or rely on any of the W&C Privileged Communications, whether located in the records or email server of the Merger Surviving Company
and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and the parties agree not to assert that
any privilege has been waived as to the W&C Privileged Communications, by virtue of the Merger.
(b) Each
of the parties hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective
successors and assigns (including after the Closing, the Merger Surviving Company), that Landi Law Firm may represent the shareholders
or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates
(other than the Merger Surviving Company), in each case, solely in connection with any Action or obligation arising out of or relating
to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby. Each of the parties hereby further irrevocably
acknowledges and agrees that all privileged communications, written or oral, between the Company, on the one hand, and Landi Law Firm
(in its role as counsel to the Company), on the other hand, made prior to the Closing, in connection with the negotiation, preparation,
execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements
or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications. The
parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely
on any of such communications in any Action against or involving any of the parties after the Closing, and the parties agree not to assert
that any privilege has been waived as to such communications.
[Remainder of page intentionally left
blank]
IN WITNESS WHEREOF the parties
have hereunto caused this Agreement to be duly executed as of the date first above written.
|
CHENGHE ACQUISITION CO. |
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By: |
/s/ Shibin Wang |
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Name: |
Shibin Wang |
|
Title: |
Chief Executive
Officer and Director |
[Signature Page to
Business Combination Agreement]
IN WITNESS WHEREOF the parties
have hereunto caused this Agreement to be duly executed as of the date first above written.
|
TAIWAN COLOR OPTICS, INC. |
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By: |
/S/ CHANG YUNG PENG |
|
Name: |
CHANG YUNG PENG |
|
Title: |
General Manager |
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|
SEMILUX INTERNATIONAL LTD. |
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|
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By: |
/S/ CHANG YUNG PENG |
|
Name: |
CHANG YUNG PENG |
|
Title: |
Director |
|
|
|
SEMILUX LTD. |
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|
|
|
|
By: |
/S/ CHANG YUNG PENG |
|
Name: |
CHANG YUNG PENG |
|
Title: |
Director |
[Signature Page to Business Combination
Agreement]
Exhibit A
Form of Investor Rights Agreement
INVESTOR RIGHTS AGREEMENT
This Investor Rights Agreement
(this “Agreement”) is entered into as of by and among:
| (i) | SEMILUX INTERNATIONAL LTD., a Cayman Islands
exempted company limited by shares (“CayCo”); |
| (ii) | SEMILUX
LTD., a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary
of CayCo (“Merger Sub”); |
| (iii) | Taiwan Color Optics, Inc., a company
incorporated and in existence under the Laws of Taiwan (the “Company”); |
| (iv) | Chenghe Acquisition Co., a Cayman Islands
exempted company limited by shares (“SPAC”); |
| (v) | certain equityholders of the Company listed
on Schedule I hereto (each, a “Company Holder” and collectively,
the “Company Holders”); and |
| (vi) | certain equityholders of SPAC, listed on
Schedule II hereto that will receive CayCo Ordinary Shares (as defined below) pursuant
to the transactions contemplated by the Business Combination Agreement (as defined below)
(each, a “SPAC Holder” and collectively, the “SPAC Holders,”
together with the Company Holders and any Person or entity who hereafter becomes a party
to this Agreement pursuant to Section 7.2 of this Agreement, each a “Holder”
and collectively the “Holders”). Capitalized terms used but not defined
herein shall have the respective meanings ascribed to such terms in the Business Combination
Agreement. |
RECITALS
WHEREAS, CayCo, Merger
Sub, the Company, and SPAC have entered into that certain Business Combination Agreement, dated as of July 21, 2023 (as amended or
supplemented from time to time, the “Business Combination Agreement”);
WHEREAS, CayCo and the Company
have delivered to SPAC the fully executed Phase I Restructuring Documents as of the date of this Agreement, and CayCo and the Company
will conduct and consummate the TCO Restructuring at least one (1) Business Day before the Closing Date;
WHEREAS, upon the terms and
subject to the conditions of the Business Combination Agreement and in accordance with the applicable provisions of the Companies Act
(As Revised) of the Cayman Islands, the parties thereto desire to enter into a business combination transaction, whereby immediately
after the TCO Restructuring Closing and at the Merger Effective Time, Merger Sub will merge with and into SPAC, the separate corporate
existence of Merger Sub will cease and SPAC will be the surviving corporation and a wholly owned subsidiary of CayCo (the “Merger”),
and SPAC will change its name to “SEMILUX LTD.”;
WHEREAS, the Company and the
Company Holders are parties to that certain shareholders, voting or similar agreement among the Company and any of the Company Shareholders
or among the Company Shareholders, with respect to the Company or its capital shares (the “Prior Company Agreement”);
WHEREAS, SPAC and certain of
the SPAC Holders are parties to that certain Registration and Shareholder Rights Agreement, dated April 27, 2022 (the “Prior
SPAC Agreement”);
WHEREAS, the Company and the
Company Holders desire to terminate the Prior Company Agreement in its entirety and to accept the rights created pursuant to this Agreement
in lieu of the rights granted to them under the Prior Company Agreement; and
WHEREAS, SPAC and the SPAC
Holders desire to terminate the Prior SPAC Agreement in its entirety and to accept the rights created pursuant to this Agreement in lieu
of the rights granted to them under the Prior SPAC Agreement.
NOW, THEREFORE, in consideration
of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
Article 1
DEFINITIONS
The following capitalized terms
used herein have the following meanings:
“Action”
means any charge, claim, action, complaint, petition, prosecution, audit, investigation, appeal, suit, litigation, injunction, writ,
order, arbitration or other similar proceeding initiated or conducted by a mediator, arbitrator or Governmental Authority, whether administrative,
civil, regulatory or criminal, and whether at law or in equity, or otherwise under any applicable Law.
“Addendum Agreement”
is defined in Section 7.2.
“affiliate”
of any particular Person means any other Person controlling, controlled by or under common control with such Person, where “control”
means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership
of voting securities, its capacity as a sole or managing member or otherwise. The term “control” (including
the terms “controlling,” “controlled by” and “under common control with”) means
the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or otherwise; provided, that no Holder shall be deemed an affiliate of
CayCo or any of its Subsidiaries for purposes of this Agreement and neither CayCo nor any of its Subsidiaries shall be deemed an affiliate
of any Holder for purposes of this Agreement.
“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.
“Block Trade”
means an offering and/or sale of Registrable Securities by any Holder on a block trade or underwritten basis (whether firm commitment
or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade
or similar transaction.
“Board”
means the board of directors of CayCo.
“Business Combination
Agreement” is defined in the Recitals to this Agreement.
“Business
Day” means a day on which commercial banks are open for business in New York, U.S., the Cayman Islands, Taiwan
and Hong Kong, except a Saturday, Sunday or public holiday (gazetted or non-gazetted and whether scheduled or unscheduled).
“CayCo”
is defined in the Preamble to this Agreement.
“CayCo Ordinary Share”
means an ordinary share, with par value US$0.0001 per share, of CayCo.
“Closing”
has the meaning assigned to such term in the Business Combination Agreement.
“Closing Date”
has the meaning assigned to such term in the Business Combination Agreement.
“Commission”
means the SEC, or any other Federal agency then administering the Securities Act or the Exchange Act.
“Company”
is defined in the Preamble to this Agreement.
“Company Holders”
is defined in the Preamble to this Agreement.
“Demand Registration”
is defined in Section 2.2.1.
“Demand Takedown”
is defined in Section 2.1.5(a).
“Demanding Holder”
is defined in Section 2.2.1.
“Effectiveness Period”
is defined in Section 3.1.4.
“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all
as the same shall be in effect at the time.
“Form F-1”
means a Registration Statement on Form F-1.
“Form F-1 Shelf”
has the meaning assigned to such term in Section 2.1.1.
“Form F-3”
means a Registration Statement on Form F-3 or any similar short-form registration that may be available at such time.
“Form F-3 Shelf”
has the meaning assigned to such term in Section 2.1.1.
“Governing Documents”
has the meaning assigned to such term in the Business Combination Agreement.
“Governmental Authority”
means any federal, state, provincial, municipal, local, foreign, multi-national, supra-national, government or governmental authority
or regulatory body thereof, or political subdivision thereof, or any commission, department, board, bureau, agency, instrumentality or
authority thereof, any court, tribunal, arbitrator, arbitration panel or similar judicial body or any self-regulatory organization.
“Governmental Order”
means any order, judgment, injunction, decree, writ, stipulation, determination, assessment or award (including any arbitration award),
in each case, entered by or with any Governmental Authority.
“Holder”
shall have the meaning given in the Preamble to this Agreement, for so long as such Person or entity holds any Registrable Securities.
“Holder Indemnified
Party” is defined in Section 4.1.
“Indemnification Sources”
is defined in Section 6.5.3.
“Indemnified Liabilities”
is defined in Section 6.5.1.
“Indemnified Party”
is defined in Section 4.3.
“Indemnifying Party”
is defined in Section 4.3.
“Indemnitee-Related
Entities” is defined in Section 6.5.3.
“Independent Director”
means a director who is “independent” for the purposes of the listing and corporate governance rules and regulations
of Nasdaq.
“Jointly Indemnifiable
Claims” is defined in Section 6.5.3.
“Law” means
any statute, law, ordinance, rule, regulation, directive or Governmental Order, in each case, of any Governmental Authority.
“Maximum Number of
Shares” is defined in Section 2.2.4.
“Merger”
is defined in the Recitals to this Agreement.
“Merger Effective
Time” has the meaning assigned to such term in the Business Combination Agreement.
“Merger Sub”
is defined in the Preamble to this Agreement.
“Nasdaq”
means the Nasdaq Stock Market LLC.
“Necessary Action”
means, with respect to any party and a specified result, all actions (to the extent such actions are not prohibited by applicable Law
and within such party’s control, and in the case of any action that requires a vote or other action on the part of the Board to
the extent such action is consistent with fiduciary duties that CayCo’s directors may have in such capacity) necessary to cause
such result, including (a) calling special meetings of shareholders, (b) voting or providing a written consent or proxy, if
applicable in each case, with respect to CayCo Ordinary Shares, (c) causing the adoption of shareholders’ resolutions and
amendments to CayCo’s Governing Documents, (d) executing agreements and instruments, (e) making, or causing to be made,
with Governmental Authorities, all filings, registrations or similar actions that are required to achieve such result and (f) nominating
or appointing certain Persons (including to fill vacancies) and providing the highest level of support for election of such Persons to
the Board in connection with the annual or special meeting of shareholders of CayCo.
“New Registration
Statement” is defined in Section 2.1.4.
“Notices”
is defined in Section 7.5.
“Person”
means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture,
joint stock company, Governmental Authority or instrumentality or other entity of any kind.
“Piggy-Back Registration”
is defined in Section 2.3.1.
“Prior Company Agreement”
is defined in the Recitals to this Agreement.
“Prior SPAC Agreement”
is defined in the Recitals to this Agreement.
“Pro Rata”
is defined in Section 2.2.4.
“Register,”
“Registered” and “Registration” mean a registration effected by preparing and filing a registration
statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations
promulgated thereunder, and such registration statement becoming effective.
“Registrable Securities”
means (a) any outstanding CayCo Ordinary Share or any other equity security (including CayCo Ordinary Share issued or issuable upon
the exercise of any other equity security) held by an Holder as of immediately following the Merger Effective Time, (b) any outstanding
CayCo Ordinary Shares or any other equity security (including CayCo Ordinary Shares issued or issuable upon the exercise of any other
equity security) constituting SPAC Exchange Shares (as defined in the Business Combination Agreement), (c) any outstanding CayCo
Ordinary Shares or any other equity security (including CayCo Ordinary Shares issued or issuable upon the exercise of any other equity
security) issued in connection with Company Shareholders Subscription (as defined in the Business Combination Agreement), (d) the
CayCo Warrants (including any CayCo Ordinary Share issued or issuable upon the exercise of any such CayCo Warrants) and (e) any
other equity security of CayCo or any of its Subsidiaries, or any successor, issued or issuable with respect to any such CayCo Ordinary
Share by way of a share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation,
spin-off or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease
to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective
under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged, in accordance with such Registration
Statement; (b) such securities shall have been otherwise transferred, and new certificates for such securities not bearing a legend
restricting further transfer shall have been delivered by CayCo to the transferee; (c) such securities shall have ceased to be outstanding;
(d) such securities have been sold without registration pursuant to Section 4(a)(1) of the Securities Act or Rule 144
promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission); or (e) such securities
have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.
“Registration Statement”
means a registration statement filed by CayCo with the Commission in compliance with the Securities Act and the rules and regulations
promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations exercisable or exchangeable
for, or convertible into, equity securities (other than a registration statement on Form F-4 or Form S-8, or their successors,
or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).
“Requesting Holder”
is defined in Section 2.1.5(a).
“Resale Shelf Registration
Statement” is defined in Section 2.1.1.
“SEC” means
the United States Securities and Exchange Commission.
“SEC Guidance”
is defined in Section 2.1.4.
“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the
same shall be in effect at the time.
“Selling Holders”
is defined in Section 2.1.5(a)(ii).
“SPAC” is
defined in the Preamble to this Agreement.
“SPAC Holders”
is defined in the Preamble to this Agreement.
“Sponsor”
means Chenghe Investment Co., an exempted company incorporated under the Laws of Cayman Islands.
“Sponsor Indemnitees”
is defined in Section 6.5.1.
“Sponsor
Parties” means each of the Sponsor, Qi Li, Zhiyang Zhou, Shibin Wang, Kwan Sun, Ning Ma, Robert Ewing, Kenneth Hitchner and
Zhiwei Liu and any Person to whom CayCo Ordinary Shares have been transferred and is or has become parties to this Agreement pursuant
to one of the following types of transfers (irrespective of whether a restriction on Transfer then applies): (i) Transfers of CayCo
Ordinary Shares to a trust, or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner,
parent, sibling, child or grandchild of the undersigned or any other Person with whom the undersigned has a relationship by blood, marriage
or adoption not more remote than first cousin; (ii) Transfers by will or intestate succession upon the death of the undersigned;
(iii) the Transfer of CayCo Ordinary Shares pursuant to a qualified domestic order, court order or in connection with a divorce
settlement; (iv) if the Holder is a corporation, partnership (whether general, limited or otherwise), limited liability company,
trust or other business entity, (a) Transfers to any affiliate, including another corporation, partnership, limited liability company,
trust or other business entity that controls, is controlled by or is under common control or management with the Holder, or (b) distributions
of CayCo Ordinary Shares to partners, limited liability company members or shareholders of the Holder, including, for the avoidance
of doubt, where the Holder is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by
such partnership; (v) if the Holder is a trust, Transfers to a trustor or beneficiary of the trust or to the estate of a beneficiary
of such trust; (vi) Transfers to the officers or directors of CayCo or the Sponsor or their respective affiliates; (vii) Transfers
to a nominee or custodian of a Person or entity to whom a disposition or transfer would be permissible under the foregoing clauses (i) through
(vi).
“Subsequent Shelf”
has the meaning assigned to such term in Section 2.1.3.
“Subsidiary”
means, with respect to any Person (for purposes of this definition, the “Controlling Company”), any other Person (i) of
which a majority of the outstanding voting securities or other voting equity interests, or a majority of any other interests having the
power to direct or cause the direction of the management and policies of such other Person, are owned, directly or indirectly, by the
Controlling Company and/or (ii) with respect to which the Controlling Company or its Subsidiaries is a general partner or managing
member, and, in each case of the foregoing clauses (i) and (ii), any predecessor or successor of such other Person.
“Transfer”
means to (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose
of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call
equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated
thereunder, with respect to any CayCo Ordinary Shares, (ii) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of any CayCo Ordinary Shares, whether any such transaction is to be
settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction,
including the filing of a registration statement specified in clause (i) or (ii). Notwithstanding the foregoing, a Transfer shall
not be deemed to include (x) any transfer for no consideration if the donee, trustee, heir or other transferee has agreed in writing
to be bound by the same terms under this Agreement to the extent and for the duration that such terms remain in effect at the time of
the Transfer or (y) a transfer by a Sponsor Party to another Sponsor Party.
“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s
market-making activities.
“Underwritten Demand
Registration” means an underwritten public offering of Registrable Securities pursuant to a Demand Registration, as amended
or supplemented.
“Underwritten Takedown”
means an underwritten public offering of Registrable Securities pursuant to the Resale Shelf Registration Statement, as amended or supplemented.
Article 2
REGISTRATION RIGHTS.
2.1 Resale
Shelf Registration Rights.
2.1.1 Registration
Statement Covering Resale of Registrable Securities. Within thirty (30) calendar days following the Closing Date, CayCo shall prepare
and file or cause to be prepared and filed with the Commission, a Registration Statement for a Shelf Registration on Form F-1 (the
“Form F-1 Shelf”) or a Registration Statement for a Shelf Registration on Form F-3 (the “Form F-3
Shelf”, together with the Form F-1 Shelf, the “Resale Shelf Registration Statement”, as the case may
be), if CayCo is then eligible to use a Form F-3 Shelf, in each case, for an offering to be made on a continuous basis pursuant
to Rule 415 of the Securities Act registering the resale from time to time by Holders of all of the Registrable Securities (determined
as of two (2) Business Days prior to such submission or filing). CayCo shall use reasonable best efforts to cause the Resale Shelf
Registration Statement to be declared effective as soon as possible after filing, but no later than the earlier of (a) the thirtieth
(30th) calendar day following the filing date hereof if the Commission notifies CayCo that it will “review” the Registration
Statement, and (b) the tenth (10th) Business Day after the date CayCo is notified (orally or in writing, whichever is earlier) by
the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review, and once
effective, to keep the Resale Shelf Registration Statement continuously effective under the Securities Act at all times until the expiration
of the Effectiveness Period. In the event CayCo files a Form F-1 Shelf, CayCo shall use its commercially reasonable efforts to convert
the Form F-1 Shelf (and any subsequent Resale Shelf Registration Statement) to a Form F-3 Shelf as soon as practicable after
CayCo is eligible to use a Form F-3 Shelf. CayCo’s obligation under this Section 2.1.1, shall, for the avoidance
of doubt, be subject to Section 3.2.
2.1.2 Notification
and Distribution of Materials. CayCo shall notify the Holders in writing of the effectiveness of the Resale Shelf Registration
Statement and shall furnish to them, without charge, such number of copies of the Resale Shelf Registration Statement (including any
amendments, supplements and exhibits), the Prospectus contained therein (including each preliminary prospectus and all related amendments
and supplements) and any documents incorporated by reference in the Resale Shelf Registration Statement or such other documents as the
Holders may reasonably request in order to facilitate the sale of the Registrable Securities in the manner described in the Resale Shelf
Registration Statement.
2.1.3 Amendments
and Supplements. Subject to the provisions of Section 2.1.1 above, CayCo shall promptly prepare and file with the Commission
from time to time such amendments and supplements to the Resale Shelf Registration Statement and Prospectus used in connection therewith,
as may be necessary to keep the Resale Shelf Registration Statement effective and to comply with the provisions of the Securities Act,
with respect to the disposition of all the Registrable Securities during the Effectiveness Period. If a Resale Shelf Registration Statement
ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, CayCo
shall use commercially reasonable efforts to as promptly as is reasonably practicable (a) cause such Resale Shelf Registration Statement
to again become effective under the Securities Act (including using commercially reasonable efforts to obtain the prompt withdrawal of
any order suspending the effectiveness of such Resale Shelf Registration Statement), (b) amend such Resale Shelf Registration Statement
in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Resale Shelf Registration
Statement, or (c) prepare and file an additional Resale Shelf Registration Statement (a “Subsequent Shelf”) registering
the resale of all Registrable Securities (determined as of two (2) Business Days prior to such filing), and pursuant to any method
or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf is filed pursuant to
this Section 2.1.3, CayCo shall use commercially reasonable efforts to (a) cause such Subsequent Shelf to become effective
under the Securities Act as promptly as is reasonably practicable after the filing thereof, and (b) keep such Subsequent Shelf continuously
effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable
Securities. Any such Subsequent Shelf shall be on Form F-3 to the extent that CayCo is eligible to use such form, and shall be an
automatic shelf registration statement as defined in Rule 405 promulgated under the Securities Act if CayCo is a well-known, seasoned
issuer as defined in Rule 405 promulgated under the Securities Act, at the most recent applicable eligibility determination date.
CayCo’s obligation under this Section 2.1.3, shall, for the avoidance of doubt, be subject to Section 3.2.
2.1.4 Change
in Registration. Notwithstanding the registration obligations set forth in this Section 2.1, in the event the Commission
informs CayCo that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale
as a secondary offering on a single registration statement, CayCo agrees to promptly (i) inform each of the holders thereof and
use its commercially reasonable efforts to file amendments to the Resale Shelf Registration Statement as required by the Commission and/or
(ii) withdraw the Resale Shelf Registration Statement and file a new registration statement (a “New Registration Statement”),
in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form F-3 or
such other form available, to register for resale the Registrable Securities as a secondary offering; provided, however,
that prior to filing such amendment or New Registration Statement, CayCo shall be obligated to use its commercially reasonable efforts
to advocate with the Commission for the registration of all of the Registrable Securities in accordance with any publicly-available,
written or oral guidance; comments; requirements or requests of the Commission staff (the “SEC Guidance”), including
without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement,
if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration
Statement as a secondary offering (and notwithstanding that CayCo used diligent efforts to advocate with the Commission for the registration
of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities,
the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis, based
on the total number of Registrable Securities held by the Holders, and subject to a determination by the Commission that certain Holders
must be reduced first, based on the number of Registrable Securities held by such Holders. In the event that CayCo amends the Resale
Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, CayCo
will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided
to CayCo or to registrants of securities in general, one or more registration statements on Form F-3 or such other form available,
to register for resale those Registrable Securities that were not registered for resale on the Resale Shelf Registration Statement, as
amended, or the New Registration Statement.
2.1.5 Notice
of Certain Events. CayCo shall promptly notify the Holders in writing of any request by the Commission for any amendment or supplement
to, or additional information in connection with, the Resale Shelf Registration Statement required to be prepared and filed hereunder
(or Prospectus relating thereto). CayCo shall promptly notify each Holder, in writing, of the filing of the Resale Shelf Registration
Statement or any Prospectus, amendment or supplement related thereto, or any post-effective amendment to the Resale Shelf Registration
Statement, and of the effectiveness of any post-effective amendment.
(a) If
CayCo shall receive a request from the holders of Registrable Securities with an estimated market value of at least US$10 million (the
requesting holder(s) shall be referred to herein as the (“Requesting Holder”)) that CayCo effect the Underwritten
Takedown of all or any portion of the Requesting Holder’s Registrable Securities, and specifying the intended method of disposition
thereof, then CayCo shall promptly give notice of such requested, Underwritten Takedown (each such request shall be referred to herein
as a (“Demand Takedown”)) at least ten (10) Business Days prior to the anticipated filing date of the prospectus
or supplement relating to such Demand Takedown to the other Holders, and thereupon shall use its reasonable, best efforts to effect,
as expeditiously as possible, the offering in such Underwritten Takedown of:
(i) subject
to the restrictions set forth in Section 2.2.4, all Registrable Securities for which the Requesting Holder has requested
such offering under Section 2.1.5(a), and
(ii) subject
to the restrictions set forth in Section 2.2.4, all other Registrable Securities that any holders of Registrable Securities
(all such holders, together with the Requesting Holder, the “Selling Holders”) have requested CayCo to offer by request,
received by CayCo within seven (7) Business Days after such holders receive CayCo’s notice of the Demand Takedown, all to
the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities
so to be offered.
(b) Promptly
after the expiration of the seven (7)-Business Day-period referred to in Section 2.1.5(a)(ii), CayCo will notify all Selling
Holders of the identities of the other Selling Holders and the number of Registrable Securities requested to be included therein.
(c) CayCo
shall only be required to effectuate no more than three (3) Underwritten Takedowns in any twelve (12)-month period, after giving
effect to Section 2.2.1.
(d) If
the managing underwriter in an Underwritten Takedown advises CayCo and the Requesting Holder(s) that, in its view, the number of
shares of Registrable Securities requested to be included in such underwritten offering exceeds the largest number of shares that can
be sold without having an adverse effect on such offering, including the price at which such shares can be sold, the shares included
in such Underwritten Takedown will be reduced by the Registrable Securities held by the Selling Holders (applied on a pro rata
basis, based on the total number of Registrable Securities held by such Holders, subject to a determination by the Commission that certain
Holders must be reduced first, based on the number of Registrable Securities held by such Holders).
2.1.6 Selection
of Underwriters. The initiating Selling Holders shall have the right to select an Underwriter or Underwriters in connection with
such Underwritten Takedown, which Underwriter or Underwriters selected shall be reasonably acceptable to CayCo. In connection with an
Underwritten Takedown, CayCo shall enter into customary agreements (including an underwriting agreement in customary form) and take such
other actions as are reasonably required, in order to expedite or facilitate the disposition of the Registrable Securities in such Underwritten
Takedown, including, if necessary, the engagement of a “qualified independent underwriter” in connection with the qualification
of the underwriting arrangements with the Financial Industry Regulatory Authority, Inc.
2.1.7 Registrations
effected pursuant to this Section 2.1 shall not be counted as Demand Registrations effected pursuant to Section 2.2.
2.1.8 Block
Trades. If a Demanding Holder wishes to consummate a Block Trade (on either a Commission registered or non-registered basis), then
notwithstanding the time periods and piggyback rights otherwise provided herein, such Demanding Holder shall, if it would like the assistance
of CayCo, endeavor to give CayCo sufficient advance notice in order to prepare the appropriate documentation for such transaction. Such
Demanding Holder, if requesting a Commission registered underwritten Block Trade, (1) shall give CayCo written notice of the transaction
and the anticipated launch date of the transaction at least two (2) Business Days prior to the anticipated launch date of the transaction,
(2) CayCo shall be required to only notify the other Demanding Holders of the transaction and none of the other Holders, (3) the
other Demanding Holders shall have one (1) Business Day prior to the launch of the transaction to determine if they wish to participate
in the Block Trade, and (4) CayCo shall include in the Block Trade only shares held by the Demanding Holders. Any Registration effected
pursuant to this Section 2.1.8 shall not be counted as Demand Registrations effected pursuant to Section 2.2,
but shall be deemed an Underwritten Takedown, and within the cap on Underwritten Takedowns provided in Section 2.1.5(c).
The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one
or more reputable, nationally recognized investment banks).
2.2 Demand
Registration.
2.2.1 Request
for Registration. At any time, and from time to time after the Merger Effective Time, if any, (i) the SPAC Holders who hold
at least fifteen per cent (15%) of the Registrable Securities held by all SPAC Holders or (ii) Company Holders who hold US$20 million
of the Registrable Securities held by all Company Holders, as the case may be, may make a written demand for Registration under the Securities
Act of all or any portion of their Registrable Securities on Form F-1 or any similar, long-form Registration or, if then available,
on Form F-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as a “Demand
Registration”. Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to
be sold and the intended method(s) of distribution thereof. CayCo will, within five (5) days of its receipt of the Demand Registration,
notify all Holders that are holders of Registrable Securities of the demand, and each such holder of Registrable Securities who wishes
to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares
of Registrable Securities in such registration, a “Demanding Holder”) shall so notify CayCo within five (5) days
after the receipt by the holder of the notice from CayCo. Upon any such request, the Demanding Holders shall be entitled to have their
Registrable Securities included in the Demand Registration, subject to Section 2.2.4 and the provisos set forth in Section 3.1.1.
CayCo shall not be obligated to effect: (a) more than one (1) Demand Registration during any six (6)-month period; (b) any
Demand Registration at any time there is an effective Resale Shelf Registration Statement on file with the Commission pursuant to Section 2.1;
(c) more than four (4) Underwritten Demand Registrations in respect of all Registrable Securities held by the SPAC Holders,
provided that if the Registrable Securities sought to be included in the Registration pursuant to this Section 2.2.1
are not fully included in such Registration for any reason other than solely due to the action or inaction of the Holders including Registrable
Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant
to this Section 2.2.1 or (d) more than four (4) Underwritten Demand Registrations in respect of all Registrable
Securities held by the Holders, provided that if the Registrable Securities sought to be included in the Registration pursuant
to this Section 2.2.1 are not fully included in such Registration for any reason other than solely due to the action or inaction
of the Holders, including Registrable Securities, in such Registration, then such Registration shall not be deemed to constitute one
of the Registration rights granted pursuant to this Section 2.2.1.
2.2.2 Effective
Registration. A Registration will not count as a Demand Registration unless and until (i) the Registration Statement filed with
the Commission with respect to such Demand Registration has been declared effective by the Commission and (ii) CayCo has complied
with all of its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration
Statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by
any stop order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to
such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction
is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue
the offering; provided, further, that CayCo shall not be obligated to file a second Registration Statement until a Registration
Statement that has been filed is counted as a Demand Registration or is terminated.
2.2.3 Underwritten
Offering. If the Demanding Holders so elect and such holders so advise CayCo as part of their written demand for a Demand Registration,
the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering with
an estimated market value of at least US$10 million. In such an event, the right of any holder to include its Registrable Securities
in such registration shall be conditioned upon such holder’s participation in such underwriting, and the inclusion of such holder’s
Registrable Securities in the underwriting, to the extent provided herein. All Demanding Holders proposing to distribute their Registrable
Securities through such underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters
selected for such underwriting by the holders initiating the Demand Registration, and subject to the approval of CayCo, provided
that such approval shall not be withheld by CayCo unreasonably.
2.2.4 Reduction
of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises
CayCo and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders
desire to sell, taken together with all other CayCo Ordinary Shares or other securities which CayCo desires to sell and CayCo Ordinary
Shares, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other
shareholders of CayCo who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering
without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering
(such maximum dollar amount or maximum number of shares, as applicable, the (“Maximum Number of Shares”)), then CayCo
shall include in such registration: (i) the Registrable Securities as to which Demand Registration has been requested by the Demanding
Holders (pro rata in accordance with the number of shares that each such Person has requested be included in such registration, regardless
of the number of shares held by each such Person (such proportion is referred to herein as “Pro Rata”)) that
can be sold without exceeding the Maximum Number of Shares; (ii) to the extent that the Maximum Number of Shares has not been reached
under the foregoing clause (i), CayCo Ordinary Shares or other securities that CayCo desires to sell that can be sold without exceeding
the Maximum Number of Shares; (iii) to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses
(i) and (ii), CayCo Ordinary Shares or other securities for the account of other Persons that CayCo is obligated to register pursuant
to written contractual arrangements with such Persons, as to which “piggy-back” registration has been requested by the holders
thereof, Pro Rata, that can be sold without exceeding the Maximum Number of Shares.
2.2.5 Withdrawal.
If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of
their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering
by giving written notice to CayCo and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the
Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding
Holders withdraws from a proposed offering relating to a Demand Registration, then either the Demanding Holders shall reimburse CayCo
for the costs associated with the withdrawn registration (in which case such registration shall not count as a Demand Registration provided
for in Section 2.2) or the withdrawn registration shall count as a Demand Registration provided for in Section 2.2.
2.3 Piggy-Back
Registration.
2.3.1 Piggy-Back
Rights. If CayCo proposes to file a Registration Statement under the Securities Act with respect to an offering of equity
securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by CayCo for
its own account or for shareholders of CayCo for their account (or by CayCo and by shareholders of CayCo) including, without limitation,
pursuant to Section 2.1, other than a Registration Statement (i) filed in connection with any employee stock option
or other benefit plan, (ii) for an exchange offer or offering of securities solely to CayCo’s existing shareholders, (iii) for
an offering of debt that is convertible into equity securities of CayCo, (iv) filed on Form F-4, related to any merger, acquisition
or business combination, (v) for a dividend reinvestment plan or (vi) filed in connection with a Block Trade by one or more
holders of Registrable Securities in accordance with Section 2.1.8, then CayCo shall (x) give written notice of such
proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the
anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended
method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer
to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities
as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”).
CayCo shall cause such Registrable Securities to be included in such Piggy-Back Registration and shall use its reasonable efforts to
cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to
be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of CayCo, and to permit the sale
or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders
of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or
Underwriters shall enter into an underwriting agreement in customary form, with the Underwriter or Underwriters selected for such Piggy-Back
Registration.
2.3.2 Reduction
of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises
CayCo and the holders of Registrable Securities in writing that the dollar amount or number of CayCo Ordinary Shares which CayCo desires
to sell, taken together with CayCo Ordinary Shares, if any, as to which registration has been demanded pursuant to written contractual
arrangements with Persons other than the holders of Registrable Securities hereunder and the Registrable Securities as to which registration
has been requested under this Section 2.3, exceeds the Maximum Number of Shares, then CayCo shall include in any such registration:
(a) If
the Registration is undertaken for CayCo’s account: (i) CayCo Ordinary Shares or other securities that CayCo desires to sell
that can be sold without exceeding the Maximum Number of Shares; and (ii) to the extent that the Maximum Number of Shares has not
been reached under the foregoing clause (i), CayCo Ordinary Shares or other securities, if any, comprised of Registrable Securities,
as to which registration has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of Shares,
Pro Rata; and (iii) to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and
(ii), CayCo Ordinary Shares or other securities for the account of other persons that CayCo is obligated to register pursuant to written
contractual piggy-back registration rights with such Persons and that can be sold without exceeding the Maximum Number of Shares; and
(b) If
the registration is a “demand” registration undertaken at the demand of Persons other than either the holders of Registrable
Securities, (i) CayCo Ordinary Shares or other securities for the account of the demanding Persons that can be sold without exceeding
the Maximum Number of Shares; (ii) to the extent that the Maximum Number of Shares has not been reached under the foregoing clause
(i), CayCo Ordinary Shares or other securities that CayCo desires to sell that can be sold without exceeding the Maximum Number of Shares;
(iii) to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), CayCo
Ordinary Shares or other securities, if any, comprised of Registrable Securities, Pro Rata, as to which registration has been
requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of Shares; and (iv) to the extent
that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii) and (iii), CayCo Ordinary Shares or
other securities for the account of other Persons that CayCo is obligated to register, pursuant to written contractual arrangements with
such Persons, that can be sold without exceeding the Maximum Number of Shares.
2.3.3 Withdrawal.
Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any
Piggy-Back Registration by giving written notice to CayCo of such request to withdraw, prior to the effectiveness of the Registration
Statement. CayCo (whether on its own determination or as the result of a withdrawal by Persons making a demand pursuant to written contractual
obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement. Notwithstanding
any such withdrawal, CayCo shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back
Registration, as provided in Section 3.3.
2.3.4 Unlimited
Piggy-Back Rights. For purposes of clarity, any Registration effected pursuant to Section 2.3 hereof shall not be counted
as a Registration pursuant to a Demand Registration effected under Section 2.2 hereof, and there shall be no limit on the
number of Piggy-Back Registrations.
Article 3
REGISTRATION PROCEDURES.
3.1 Filings;
Information. Whenever CayCo is required to effect the registration of any Registrable Securities pursuant to Article 2
or effecting an underwritten Block Trade, CayCo shall use its reasonable best efforts to effect the registration and sale of such
Registrable Securities in accordance with the intended method(s) of distribution thereof as expeditiously as practicable, and in
connection with any such request:
3.1.1 Filing
Registration Statement. CayCo shall use its reasonable best efforts to, as expeditiously as possible after receipt of a request for
a Demand Registration pursuant to Section 2.2, prepare and file with the Commission a Registration Statement on any form
for which CayCo then qualifies or which counsel for CayCo shall deem appropriate and which form shall be available for the sale of all
Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall
use its reasonable best efforts to cause such Registration Statement to become effective and use its reasonable best efforts to keep
it effective for the Effectiveness Period; provided, however, that CayCo shall have the right to defer any Demand Registration
for up to sixty (60) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any Demand Registration
to which such Piggy-Back Registration relates, in each case if CayCo shall furnish to the holders a certificate signed by the Chief Executive
Officer or Chairman of CayCo stating that, in the good faith judgment of the Board, it would be materially detrimental to CayCo and its
shareholders for such Registration Statement to be effected at such time.
3.1.2 Limitations.
CayCo shall not have the right to exercise the right set forth in the immediately preceding section on more than one occasion for more
than sixty (60) total days during any twelve (12)-month period.
3.1.3 Copies.
CayCo shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to
the holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies of such Registration
Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits
thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary
prospectus), and such other documents as the holders of Registrable Securities included in such registration or legal counsel for any
such holders may request in order to facilitate the disposition of the Registrable Securities owned by such holders.
3.1.4 Amendments
and Supplements. CayCo shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements
to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement
effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by
such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration
Statement or such securities have been withdrawn (the “Effectiveness Period”).
3.1.5 Notification.
After the filing of a Registration Statement, CayCo shall promptly, and in no event more than two (2) Business Days after the occurrence
of any of the events set forth in this section, notify the holders of Registrable Securities included in such Registration Statement
of such filing, and shall further notify such holders promptly and confirm such advice in writing in all events: (i) when such Registration
Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the
issuance or threatened issuance by the Commission of any stop order (and CayCo shall take all actions required to prevent the entry of
such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such Registration
Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation
of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such
Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading. CayCo shall promptly make available to the holders of
Registrable Securities included in such Registration Statement any such supplement or amendment prepared in connection with the immediate
preceding proviso; provided that before filing with the Commission a Registration Statement or prospectus or any amendment or
supplement thereto, including documents incorporated by reference, CayCo shall furnish to the holders of Registrable Securities included
in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed sufficiently
in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon.
3.1.6 Securities
Laws Compliance. CayCo shall use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by
the Registration Statement under such securities or “blue sky” Laws of such jurisdictions in the United States as the holders
of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request
and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered
with or approved by such other Governmental Authorities as may be necessary by virtue of the business and operations of CayCo and do
any and all other acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that CayCo shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to
qualify but for this paragraph or subject itself to taxation in any such jurisdiction.
3.1.7 Agreements
for Disposition. CayCo shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form)
and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities.
The representations, warranties and covenants of CayCo in any underwriting agreement which are made to or for the benefit of any Underwriters,
to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities included in such registration
statement, and the representations, warranties and covenants of the holders of Registrable Securities included in such registration statement
in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made
to and for the benefit of CayCo.
3.1.8 Comfort
Letter. CayCo shall obtain a “cold comfort” letter from CayCo’s independent registered public accountants or auditor
in the event of an underwritten offering, in customary form and covering such matters of the type customarily covered by “cold
comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the
participating holders.
3.1.9 Opinions.
On the date the Registrable Securities are delivered for sale pursuant to any Registration, CayCo shall obtain an opinion, dated such
date, of one (1) counsel representing CayCo for the purposes of such Registration, addressed to the holders, the placement agent
or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which
such opinion is being given as the holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily
included in such opinions, and reasonably satisfactory to a majority in interest of the participating holders.
3.1.10 Cooperation.
The principal executive officer of CayCo, the principal financial officer of CayCo, the principal accounting officer of CayCo and all
other officers and members of the management of CayCo shall cooperate fully in any offering of Registrable Securities hereunder, which
cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other
offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential Holders.
3.1.11 Records.
Upon execution of confidentiality agreements, CayCo shall make available for inspection by the holders of Registrable Securities included
in such Registration Statement, any Underwriter participating in any disposition pursuant to such registration statement and any attorney,
accountant or other professional retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter,
all financial and other records, pertinent corporate documents and properties of CayCo, as shall be necessary to enable them to exercise
their due diligence responsibility, and cause CayCo’s officers, directors and employees to supply all information requested by
any of them in connection with such Registration Statement.
3.1.12 Earnings
Statement. CayCo shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available
to its shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, which earnings statement
shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
3.1.13 Listing.
CayCo shall use its reasonable best efforts to cause all Registrable Securities included in any Registration Statement to be listed on
such exchanges or otherwise designated for trading in the same manner as similar securities issued by CayCo are then listed or designated.
3.1.14 Market
Stand-Off. In connection with any underwritten offering of equity securities of CayCo (other than a Block Trade) in which a Holder
participates, such Holder agrees that it shall not Transfer any CayCo Ordinary Shares or other equity securities of CayCo (other than
those included in such offering pursuant to this Agreement), without the prior written consent of CayCo, during the ninety (90)-day period
(or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly
permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent. Each Holder agrees
to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and
conditions as all such Holders); provided that, such agreement shall not be materially more restrictive than any similar agreement
entered into by the directors and executive officers of CayCo participating in such underwritten offering; provided, further,
that such agreement shall provide that any early release of any Holder from the provisions of the terms of such agreement shall be on
a pro rata basis among all Holders.
3.2 Obligation
to Suspend Distribution. Upon receipt of any notice from CayCo of the occurrence of any event of the kind described in Section 3.1.5,
or, upon any suspension by CayCo, pursuant to a written insider trading compliance program adopted by the Board, of the ability of all
“insiders” covered by such program to transact in CayCo’s securities because of the existence of material non-public
information, each holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable
Securities, pursuant to the Registration Statement covering such Registrable Securities, until such holder receives the supplemented
or amended prospectus contemplated by Section 3.1.5 or the restriction on the ability of “insiders” to transact
in CayCo’s securities is removed, as applicable, and, if so directed by CayCo, each such holder will deliver to CayCo all copies,
other than permanent file copies then in such holder’s possession, of the most recent prospectus covering such Registrable Securities
at the time of receipt of such notice.
3.3 Registration
Expenses. Except as set forth in Section 2.2.5, CayCo shall bear all costs and expenses incurred in connection with
the Resale Shelf Registration Statement pursuant to Section 2.1, any Demand Registration pursuant to Section 2.1,
any Demand Takedown pursuant to Section 2.1.5(a)(i), any Piggy-Back Registration pursuant to Section 2.3, and
all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement
becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance
with securities or “blue sky” Laws (including fees and disbursements of counsel in connection with blue sky qualifications
of the Registrable Securities); (iii) printing expenses; (iv) CayCo’s internal expenses (including, without limitation,
all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the
Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees
and disbursements of counsel for CayCo and fees and expenses for independent certified public accountants retained by CayCo; (viii) the
fees and expenses of any special experts retained by CayCo in connection with such registration, and (ix) the fees and expenses
of one legal counsel selected by the holders of a majority-in-interest of the Registrable Securities included in such registration. CayCo
shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold
by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten
offering, all selling shareholders and CayCo shall bear the expenses of the Underwriter pro rata in proportion to the respective
amount of shares each is selling in such offering.
3.4 Information.
The holders of Registrable Securities shall promptly provide such information as may reasonably be requested by CayCo, or the managing
Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto,
in order to effect the registration of any Registrable Securities under the Securities Act and in connection with CayCo’s obligation
to comply with Federal and applicable state securities Laws.
Article 4
INDEMNIFICATION AND CONTRIBUTION.
4.1 Indemnification
by CayCo. CayCo agrees to indemnify and hold harmless each Holder and each other holder of Registrable Securities, and each of
their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls
an Holder and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) (each, a “Holder Indemnified Party”), from and against any expenses, losses, judgments, claims,
damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of
a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the
Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment
or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material
fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by CayCo of the Securities
Act or any rule or regulation promulgated thereunder applicable to CayCo and relating to action or inaction required of CayCo in
connection with any such registration; and CayCo shall promptly reimburse the Holder Indemnified Party for any legal and any other expenses
reasonably incurred by such Holder Indemnified Party in connection with investigating and defending any such expense, loss, judgment,
claim, damage, liability or Action; provided, however, that CayCo will not be liable in any such case to the extent that
any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement
or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus,
or any such amendment or supplement, in reliance upon and in conformity with information furnished to CayCo, in writing, by such selling
Holder expressly for use therein, or is based on any selling Holder’s violation of the federal securities Laws (including Regulation
M) or failure to sell the Registrable Securities in accordance with the plan of distribution contained in the prospectus.
4.2 Indemnification
by Holders of Registrable Securities. Each selling Holder of Registrable Securities will, in the event that any registration
is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify
and hold harmless CayCo, each of its directors and officers, and each other selling Holder and each other Person, if any, who controls
another selling Holder within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether
joint or several, insofar as such losses, claims, judgments, damages or liabilities (or Actions in respect thereof) arise out of or are
based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which
the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary
prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or
are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement
therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing
to CayCo by such selling Holder expressly for use therein, or is based on any selling Holder’s violation of the federal securities
Laws (including Regulation M) or failure to sell the Registrable Securities in accordance with the plan of distribution contained in
the prospectus, and shall reimburse CayCo, its directors and officers, and each other selling Holder or controlling Person for any legal
or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability
or Action. Each selling Holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the
amount of any net proceeds actually received by such selling Holder.
4.3 Conduct
of Indemnification Proceedings. Promptly after receipt by any Person of any notice of any loss, claim, damage or liability or
any Action in respect of which indemnity may be sought pursuant to Sections 4.1 or 4.2, such Person (the “Indemnified
Party”) shall, if a claim in respect thereof is to be made against any other Person for indemnification hereunder, notify such
other Person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or Action; provided,
however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from
any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying
Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or Action
brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or Action, and, to
the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory
to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the
defense of such claim or Action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses
subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided,
however, that in any Action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified
Party shall have the right to employ separate counsel (but no more than one such separate counsel, which counsel is reasonably acceptable
to the Indemnifying Party) to represent the Indemnified Party and its controlling Persons who may be subject to liability arising out
of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses
of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation
of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any
claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could
have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified
Party from all liability arising out of such claim or proceeding.
4.4 Contribution.
4.4.1 If
the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified
Party in respect of any loss, claim, damage, liability or Action referred to herein, then each such Indemnifying Party, in lieu of indemnifying
such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage,
liability or Action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying
Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or Action, as well as any other
relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
4.4.2 The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4.2 were determined
by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred
to in the immediately preceding Section 4.4.1.
4.4.3 The
amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or Action referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such
Indemnified Party in connection with investigating or defending any such Action or claim. Notwithstanding the provisions of this Section 4.4,
no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after
payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable Securities
which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
Article 5
RE-SALE RIGHT AND RULE 144 REPORTING
5.1 Re-Sale
Right. CayCo shall, at its own cost, use its best efforts to assist the Holder in the sale or disposition of, and to enable
the Holder to sell under Rule 144, the maximum number of its Registrable Securities, including, without limitation: (a) the
prompt delivery of applicable instruction letters to CayCo’s transfer agent to remove legends from the Holder’s share certificates,
(b) causing the prompt delivery of appropriate legal opinions from CayCo’s counsel in forms reasonably satisfactory to the
Holder’s counsel, (c) if CayCo has depositary receipts listed or traded on any exchange or inter-dealer quotation system,
(i) the prompt delivery of instruction letters to CayCo’s share registrar and depositary agent to convert the Holder’s
securities into depositary receipts or vice versa, or similar instruments to be deposited in or transfer out of the Holder’s brokerage
account(s), (ii) the prompt payment of all costs and fees related to such depositary facility, including conversion fees and maintenance
fees for Registrable Securities held by the Holder, and (iii) taking any and all other steps necessary to facilitate the conversion
into depositary receipts or similar instruments (for the avoidance of doubt, CayCo shall not be obligated to pay any American depositary
share issuance or transfer fees or expenses and stock transfer taxes in relation to any sale or disposition of the Registrable Securities).
5.2 Rule 144
Reporting. CayCo agrees to: (a) make and keep public information available, as those terms are understood and defined
in Rule 144, at all times; (b) file with the SEC in a timely manner all reports and other documents required of CayCo under
the Securities Act and the Exchange Act; and (c) furnish to the Holder promptly upon request (i) a written statement by CayCo
as to its compliance with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, or its qualification
as a registrant whose securities may be resold pursuant to Form F-3 (at any time after it so qualifies), (ii) a copy of the
most recent annual or quarterly report of CayCo, and (iii) such other reports and documents of CayCo as the Holder may reasonably
request in availing itself of any rule or regulation of the SEC that permits the selling of any such securities without registration
or pursuant to Form F-3.
Article 6
GOVERNANCE
6.1 Board
of Directors.
6.1.1 Composition
of the Board. At and following the Closing, each Holder, severally and not jointly, agrees with CayCo to take all Necessary Action
to cause (x) the Board to be comprised of five (5) directors (provided that, the Board may, pursuant to unanimous resolution,
increase the size of the Board from time to time); (y) one (1) of whom should be nominated by the Sponsor (the “Sponsor
Directors”); and (z) at least three (3) of whom shall be Independent Directors. The Chairperson of the Board of Directors
of CayCo shall serve in such capacity in accordance with the terms of CayCo’s Governing Documents.
6.1.2 Sponsor
Representation. So long as the Sponsor Parties beneficially own any CayCo Ordinary Shares, CayCo shall take all Necessary Action
to cause the individuals nominated by the Sponsor for election as directors pursuant to this Agreement to be elected at the applicable
meetings of shareholders of CayCo.
6.1.3 Other
Directors. All other directors not nominated pursuant to Section 6.1.2 shall be nominated by the Nominating and Corporate
Governance Committee and approved by the Board or as required by applicable Law; provided that, at least three (3) of whom
shall be Independent Directors.
6.1.4 Removal;
Vacancies. The Sponsor shall have the exclusive right to (a) remove its nominees from the Board, and CayCo shall take all Necessary
Action to cause the removal of any such nominee at the request of the Sponsor and (b) designate directors for election or appointment,
as applicable, to the Board to fill vacancies created by reason of death, removal or resignation of its nominees to the Board, and CayCo
shall take all Necessary Action to nominate or cause the Board to appoint, as applicable, replacement directors designated by the Sponsor
to fill any such vacancies created pursuant to clause (a) or (b) above as promptly as practicable after such designation (and
in any event prior to the next meeting or action of the Board or applicable committee).
6.1.5 Committees.
In accordance with CayCo’s Governing Documents, (i) the Board shall establish and maintain committees of the Board for (x) Audit,
(y) Compensation and (z) Nominating, and (ii) the Board may from time to time by resolution establish and maintain other
committees of the Board. Subject to applicable Laws and stock exchange regulations, and subject to requisite independence requirements
applicable to such committee, for so long as the Sponsor Parties beneficially own any CayCo Ordinary Shares, unless the Sponsor Parties
otherwise agree in writing, CayCo shall take, and each Holder, severally and not jointly, agrees with CayCo and the Sponsor to take,
all Necessary Action to have one (1) Sponsor Director appointed to serve on each committee of the Board.
6.1.6 Reimbursement
of Expenses. CayCo shall reimburse the directors for all reasonable, out-of-pocket expenses incurred in connection with their attendance
at meetings of the Board and any committees thereof, including travel, lodging and meal expenses.
6.1.7 Indemnification;
Amendments. For so long as any Sponsor Director serves as a director of CayCo, (i) CayCo shall provide such Sponsor Director
with the same expense reimbursement, benefits, indemnity, exculpation and other arrangements provided to the other directors of CayCo,
(ii) CayCo shall not amend, alter or repeal any right to indemnification or exculpation covering or benefiting any Sponsor Director
nominated pursuant to this Agreement as and to the extent consistent with applicable Law, CayCo’s Governing Documents and any indemnification
agreements with directors (whether such right is contained in the Governing Documents or another document) (except to the extent such
amendment or alteration permits CayCo to provide broader indemnification or exculpation rights on a retroactive basis than permitted
prior thereto), and (iii) CayCo’s Governing Documents if the purpose of such amendment, alteration, repeal or waiver is to
adversely affects the rights or obligations of the Sponsor or the Sponsor Director under to this Agreement.
6.2 CayCo
Cooperation; Policies.
6.2.1 CayCo
shall take all Necessary Action to cause the Board to consist of the number of directors specified in Section 6.1 and to
include in the slate of nominees to be voted upon by the shareholders of CayCo the Persons designated for nomination to the Board in
accordance with this Section 6.1. CayCo shall use the same level of efforts and provide the same level of support as is used
and/or provided for the other director nominees of CayCo with respect to the applicable meeting of shareholders or action by written
consent.
6.2.2 For
so long as any Sponsor Director is serving or participating on the Board, (i) CayCo shall not implement or maintain any trading
policy, equity ownership guidelines (including with respect to the use of Rule 10b5-1 plans and preclearance or notification to
CayCo of any trades in CayCo’s securities) or similar guideline or policy with respect to the trading of securities of CayCo that
applies to any shareholder of CayCo in its capacity as such or any shareholder’s affiliates (including a policy that limits, prohibits,
or restricts any shareholder of CayCo or its affiliates from entering into any hedging or derivative arrangements), in each case other
than any director designee of such shareholder (including in respect of the Sponsor, the Sponsor Directors) solely in his or her individual
capacity, (ii) any share ownership requirement for the Sponsor Directors serving on the Board will be deemed satisfied by the securities
owned by the Sponsor, the Sponsor Parties and/or their respective affiliates and under no circumstances shall any of such policies, procedures,
processes, codes, rules, standards and guidelines impose any restrictions on the transfers of securities by the Sponsor, the Sponsor
Parties or their respective affiliates, and (iii) under no circumstances shall any policy, procedure, code, rule, standard or guideline
applicable to the Board be violated by any Sponsor Director (x) accepting an invitation to serve on another board of directors of
a company whose principal lines(s) of business do not compete with the principal line(s) of business of CayCo or failing to
notify an officer or director of CayCo prior to doing so, (y) receiving compensation from the Sponsor or its affiliates, or (z) failing
to offer his or her resignation from the Board except as otherwise expressly provided in this Agreement, and, in each case of this Section 6.2.2(i),
(ii) and (iii), it is agreed that any such policies in effect from time to time that purport to impose terms inconsistent
with this Section 6.2.2 shall not apply to the extent inconsistent with this Section 6.2.2.
6.3 Sharing
of Information. To the extent permitted by antitrust, competition or any other applicable Law, each of CayCo and the Holders
agrees and acknowledges that the directors designated by the Sponsor may share confidential, non-public information about CayCo and its
Subsidiaries (“Confidential Information”) with the Sponsor Parties. Each Sponsor Party recognizes that it, or its
affiliates and representatives, has acquired or will acquire Confidential Information the use or disclosure of which could cause CayCo
substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate. Accordingly, each
Sponsor Party covenants and agrees with CayCo that it will not (and will cause its respective controlled affiliates and representatives
not to) at any time, except with the prior written consent of CayCo, directly or indirectly, disclose any Confidential Information known
to it to any third party, unless (a) such information becomes known to the public through no fault of such party, (b) disclosure
is required by applicable Law (including any filing following the Closing with the Commission pursuant to applicable securities Laws)
or court of competent jurisdiction or requested by a governmental or regulatory authority; provided that, (other than in the case
of any required filing following the Closing with the Commission, or in connection with any routine audit or examination as described
below) such Sponsor Party promptly notifies CayCo of such requirement or request, and takes commercially reasonable steps, at the sole
cost and expense of CayCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes
available to such Sponsor Party before, on or after the Closing, without restriction, from a source (other than CayCo) without any breach
of duty to CayCo or (d) such information was independently developed by such Sponsor Party, its affiliates or its representatives
without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Agreement shall prohibit any Sponsor
Party from disclosing Confidential Information (x) to any affiliate or representative of such Sponsor Party, or any limited partner,
member or shareholder of any of the foregoing, provided that, such Person shall be bound by an obligation of confidentiality with
respect to such Confidential Information, and such Sponsor Party shall be responsible for any breach of this Section 6.3
by any such Person, or (y) if such disclosure is made to a governmental or regulatory authority with jurisdiction over such Sponsor
Party in connection with a routine audit or examination that is not specifically directed at CayCo or the Confidential Information, provided
that, such Sponsor Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information
shall be deemed to be provided to any Person, including any affiliate of the Sponsor Parties unless such Confidential Information is
actually provided to such Person.
6.4 Other
Business Opportunities.
6.4.1 The
parties expressly acknowledge and agree that to the fullest extent permitted by applicable Law: (i) the Sponsor (including (a) its
affiliates, (b) any portfolio company in which it or any of its affiliates or investment fund affiliates have made a debt or equity
investment (and vice versa), or (c) any of their respective limited partners, non-managing members (or other similar, direct or
indirect investors) and the director nominees of the foregoing) has the right to, and shall have no duty (fiduciary, contractual or otherwise)
not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those
engaged in the same or similar business activities or lines of business as CayCo or any of its Subsidiaries or deemed to be competing
with CayCo or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder
of any other Person, with no obligation to offer to CayCo or any of its Subsidiaries, or any other Holder or holder of share capital
of CayCo the right to participate therein; (ii) the Sponsor (including (a) its affiliates, (b) any portfolio company in
which it or any of its affiliates or investment fund affiliates have made a debt or equity investment (and vice versa) or (c) any
of their respective limited partners, non-managing members (or other similar, direct or indirect investors) and the director nominees
of the foregoing) may invest in, or provide services to, any Person that directly or indirectly competes with CayCo or any of its Subsidiaries;
and (iii) in the event that the Sponsor (including (a) its affiliates, (b) any portfolio company in which it or any of
its affiliates or investment fund affiliates have made a debt or equity investment (and vice versa) or (c) any of their respective
limited partners, non-managing members (or other similar, direct or indirect investors) or any director nominee of the foregoing, respectively)
acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo or any of its
Subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity
to CayCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCo, as the case may be, and, notwithstanding
any provision of this Agreement to the contrary, shall not be liable to CayCo or any of its Subsidiaries or any other Holder or holder
of share capital of CayCo (or its respective affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the
fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person
or does not present such opportunity to CayCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCo (or
its respective affiliates). For the avoidance of doubt, the parties acknowledge that this paragraph is intended to disclaim and renounce,
to the fullest extent permitted by applicable Law, any right of CayCo or any of its Subsidiaries or any Holder, with respect to the matters
set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by
Law.
6.4.2 Each
of the parties hereby, to the fullest extent permitted by applicable Law:
(a) confirms
that none of the Sponsor nor any of its affiliates have any duty to CayCo or any of its Subsidiaries or to any other Holder other than
the specific covenants and agreements set forth in this Agreement;
(b) acknowledges
and agrees that (a) in the event of any conflict of interest between CayCo or any of its Subsidiaries, on the one hand, and any
of the Sponsor or any of its affiliates (or any director nominee of the foregoing acting in his or her capacity as such), on the other
hand, the Sponsor or such applicable affiliates (or any director nominee of the foregoing acting in his or her capacity as a director)
may act in its best interest, and (b) none of the Sponsor or any of its affiliates or any director nominee of the foregoing acting
in his or her capacity as a director or observer, shall be obligated (1) to reveal to CayCo or any of its Subsidiaries confidential
information belonging to or relating to the business of such Person or any of its affiliates, or (2) to recommend or take any action
in its capacity as a direct or indirect shareholder or director, as the case may be, that prefers the interest of CayCo or its Subsidiaries
over the interest of such Person; and
(c) waives
any claim or cause of action against any of the Sponsor and any of its affiliates, and any officer, employee, agent or affiliate of any
such Person that may from time to time arise in respect of a breach by any such Person of any duty or obligation disclaimed under this
Section 6.4.
6.4.3 Each
of the parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 6.4
shall not apply to any alleged claim or cause of action against any of the Sponsor, based upon the breach or non-performance by such
Person of this Agreement or any other agreement to which such Person is a party.
6.4.4 The
provisions of this Section 6.4, to the extent that they restrict the duties and liabilities of any of the Sponsor or its
affiliates or any director nominee of the foregoing otherwise existing at law or in equity, are agreed by the parties to replace such
other duties and liabilities of the Sponsor or any of its affiliates or any director nominee of the foregoing to the fullest extent permitted
by applicable Law.
6.5 Indemnification;
Exculpation.
6.5.1 As
an inducement for the Sponsor to enter into this Agreement and approve the transactions contemplated by the Business Combination Agreement,
subject in each case to restrictions under applicable Law, CayCo will, and CayCo will cause each of its Subsidiaries to, jointly and
severally indemnify, exonerate and hold the Sponsor and its direct and indirect partners, equityholders, members, managers, affiliates,
directors, officers, shareholders, fiduciaries, managers, controlling Persons, employees, representatives and agents and each of the
partners, equityholders, members, affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of
each of the foregoing (collectively, the “Sponsor Indemnitees”) free and harmless from and against any and all Actions,
liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees
and expenses) incurred by the Sponsor Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified
Liabilities”), arising out of any Action arising directly or indirectly out of, or in any way relating to, (i) any Sponsor’s
or its affiliates’ ownership of equity securities of CayCo or any of its Subsidiaries or control of or ability to influence CayCo
or any of its Subsidiaries (other than any such Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise out
of any breach of this Agreement by such Sponsor Indemnitee or its affiliates or other related Persons or, subject to applicable Law,
the breach of any fiduciary or other duty or obligation of such Sponsor Indemnitee to its direct or indirect equityholders, creditors
or affiliates, (y) to the extent such control or the ability to control CayCo or any of its Subsidiaries derives from such Sponsor’s
or its affiliates’ capacity as an officer or director of CayCo or any of its Subsidiaries, or (z) to the extent such Indemnified
Liabilities are directly caused by such Person’s willful misconduct), (ii) the business, operations, properties, assets or
other rights or liabilities of CayCo or any of its Subsidiaries, or (iii) any services provided prior to, on or after the date of
this Agreement by any Sponsor or its affiliates to CayCo any of its Subsidiaries; provided, however, that if and to the
extent that the foregoing undertaking may be unavailable or unenforceable for any reason, CayCo will, and will cause its Subsidiaries
to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable
Law. For the purposes of this Section 6.5, none of the circumstances described in the limitations contained in the proviso
in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction
to such effect, in which case to the extent any such limitation is so determined to apply to any Sponsor Indemnitee as to any previously
advanced indemnity payments made by CayCo or any of its Subsidiaries, then such payments shall be promptly repaid by such Sponsor Indemnitee
to CayCo and its Subsidiaries. The rights of any Sponsor Indemnitee to indemnification hereunder will be in addition to any other rights
any such Person may have under any other agreement or instrument to which such Sponsor Indemnitee is or becomes a party or is or otherwise
becomes a beneficiary or under Law or under the Governing Documents of CayCo or its Subsidiaries.
6.5.2 CayCo
will, and will cause each of its Subsidiaries to, jointly and severally, reimburse any Sponsor Indemnitee for all reasonable costs and
expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred in
connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Sponsor Indemnitee
would be entitled to indemnification under the terms of this Section 6.5, or any action or proceeding arising therefrom,
whether or not such Sponsor Indemnitee is a party thereto. CayCo or its Subsidiaries, in the defense of any Action for which a Sponsor
Indemnitee would be entitled to indemnification under the terms of this Section 6.5, may, without the consent of such Sponsor
Indemnitee, consent to the entry of any judgment or enter into any settlement, if and only if, it (i) includes as a term
thereof the giving by the claimant or plaintiff therein to such Sponsor Indemnitee of an unconditional release from all liability with
respect to such Action, (ii) does not impose any limitations (equitable or otherwise) on such Sponsor Indemnitee, and (iii) does
not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Sponsor Indemnitee, and
provided that, the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by
CayCo or its Subsidiaries.
6.5.3 CayCo
acknowledges and agrees that CayCo shall, and to the extent applicable shall cause its Subsidiaries to, be fully and primarily responsible
for the payment to any Sponsor Indemnitee in respect of Indemnified Liabilities in connection with any Jointly Indemnifiable Claims (as
defined below), pursuant to and in accordance with (as applicable) the terms of (i) CayCo’s Governing Documents, each as amended,
(ii) any director indemnification agreement, (iii) this Agreement, any other agreement between CayCo or any of its Subsidiaries
and such Sponsor Indemnitee (or its affiliates) pursuant to which such Sponsor Indemnitee is indemnified, (v) the Laws of the jurisdiction
of incorporation or organization of any Subsidiary of CayCo, and/or (vi) the Governing Documents of CayCo’s Subsidiaries ((i) through
(vi) above, collectively, the “Indemnification Sources”), irrespective of any right of recovery such Sponsor
Indemnitee (or its affiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee
benefit plan or other enterprise (other than CayCo, any of its Subsidiaries or the insurer under and pursuant to any insurance policy
of CayCo or any of its Subsidiaries) from whom such Sponsor Indemnitee may be entitled to indemnification with respect to which, in whole
or in part, CayCo or any of its Subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related
Entities”). Under no circumstance shall CayCo or any of its Subsidiaries be entitled to any right of subrogation or contribution
by the Indemnitee-Related Entities and no right of advancement or recovery any Sponsor Indemnitee may have from the Indemnitee-Related
Entities shall reduce or otherwise alter the rights of such Sponsor Indemnitee or the obligations of CayCo or any of its Subsidiaries
under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Sponsor Indemnitee
in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) CayCo shall, and to the extent applicable shall
cause its Subsidiaries to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written
demand from such Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by CayCo and/or any of its Subsidiaries
pursuant to clause (x), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding
balance of such payment to all of the rights of recovery of the Sponsor Indemnitee against CayCo and/or any of its Subsidiaries, as applicable,
and (z) such Sponsor Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary
to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively
to bring suit to enforce such rights. Each party hereto agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries
with respect to this Section 6.5, entitled to enforce this Section 6.5.3 as though each such Indemnitee-Related
Entity were a party to this Agreement. CayCo shall cause each of its Subsidiaries to perform the terms and obligations of this Section 6.5.3
as though each such Subsidiary were a party to this Agreement. For purposes of this Section 6.5.3, the term (“Jointly
Indemnifiable Claims”) shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which
any Sponsor Indemnitee shall be entitled to indemnification from both (1) CayCo and/or any of its Subsidiaries, pursuant to the
Indemnification Sources, on the one hand, and (2) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related
Entity and such Sponsor Indemnitee (or its affiliates), pursuant to which such Sponsor Indemnitee is indemnified, the Laws of the jurisdiction
of incorporation or organization of any Indemnitee-Related Entity and/or the Governing Documents of any Indemnitee-Related Entity, on
the other hand.
6.5.4 In
no event shall any Sponsor Indemnitee be liable to CayCo or any of its Subsidiaries for any act, alleged act, omission or alleged omission
that does not constitute willful misconduct or fraud of such Sponsor Indemnitee as determined by a final, non-appealable determination
of a court of competent jurisdiction.
6.5.5 Notwithstanding
anything to the contrary contained in this Agreement, for purposes of this Section 6.5, the term Sponsor Indemnitees shall
not include any Sponsor or its any of its partners, equityholders, members, affiliates, directors, officers, fiduciaries, managers, controlling
Persons, employees and agents or any of the partners, equityholders, members, affiliates, directors, officers, fiduciaries, managers,
controlling Persons, employees and agents of any of the foregoing who is an officer or director of CayCo or any of its Subsidiaries in
such capacity as officer or director. Such officers and directors are or will be subject to separate indemnification in such capacity
through this Agreement and/or the Governing Documents and other agreements and instruments of CayCo and its Subsidiaries (including as
contemplated in Section 6.1).
6.5.6 The
rights of any Sponsor Indemnitee to indemnification pursuant to this Section 6.5 will be in addition to any other rights
any such Person may have under any other section of this Agreement or any other agreement or instrument to which such Sponsor Indemnitee
is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Documents of CayCo and its Subsidiaries.
Article 7
MISCELLANEOUS.
7.1 Other
Registration Rights and Arrangements. SPAC represents and warrants that no Person, other than a SPAC Holder has any right to
require CayCo to register any of CayCo Ordinary Shares for sale or to include CayCo Ordinary Shares in any registration filed by CayCo
for the sale of shares for its own account or for the account of any other Person. The Company represents and warrants that no Person,
other than a Company Holder has any right to require CayCo to register any of CayCo Ordinary Shares for sale or to include CayCo Ordinary
Shares in any registration filed by CayCo for the sale of shares for its own account or for the account of any other Person. The Company
and the Company Holders hereby terminate the Prior Company Agreement, which shall be of no further force and effect and is hereby superseded
and replaced in its entirety by this Agreement. SPAC and the SPAC Holders hereby terminate the Prior SPAC Agreement, which shall be of
no further force and effect and is hereby superseded and replaced in its entirety by this Agreement.
7.2 Assignment;
No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of CayCo hereunder may not be assigned or
delegated by CayCo in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities
hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any permitted
transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure
to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and
their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any Persons that
are not party hereto other than as expressly set forth in Article 4, Section 6.1.7, Section 6.5
and this Section 7.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such
a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed
and delivered to CayCo a properly completed agreement, to be bound by the terms of this Agreement substantially in form, attached hereto
as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to CayCo, no later than
thirty (30) days following the date of the transfer, written notification of such transfer setting forth the name of the transferor,
the name and address of the transferee, and the number of Registrable Securities so transferred. The execution of an Addendum Agreement
shall constitute a permitted amendment of this Agreement.
7.3 Amendments
and Modifications. Upon the written consent of CayCo, the Holders of at least a majority in interest of the Registrable Securities
at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or
any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the
foregoing, any amendment or modification hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity
as a holder of share capital of CayCo, in a manner that is materially different from the other Holders (in such capacity) shall require
the consent of the Holder so affected; provided, further, that any amendment or modification to, or waiver of, Article 6
(including with respect to any defined term as used therein, whether or not such defined term is defined therein) that adversely
affects any right granted to the Sponsor (including with respect to the Sponsor Director) shall require the prior written consent of
the Sponsor. No course of dealing between any holder or CayCo and any other party hereto or any failure or delay on the part of a holder
or CayCo in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any holder
or CayCo. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude
the exercise of any other rights or remedies hereunder or thereunder by such party.
7.4 Term.
This Agreement shall terminate upon the earlier of (i) the tenth (10th) anniversary of the date of this Agreement or (ii) the
date as of which (a) all of the Registrable Securities have been sold, pursuant to a Registration Statement (but in no event prior
to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor
rule promulgated thereafter by the Commission)) or (b) the holders of all Registrable Securities are permitted to sell the
Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities
sold or the manner of sale; provided, further, that with respect to any Holder, such Holder will have no rights under this Agreement
and all obligations of CayCo to such Holder under this Agreement shall terminate upon the earliest date (x) such Holder ceases to
hold any Registrable Securities and (y) such Holder is permitted to sell the Registrable Securities under Rule 144 (or any
similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale; provided,
further, that notwithstanding the foregoing, the provisions of Article 6 (including with respect to any defined term
as used therein, whether or not such defined term is defined therein) shall terminate on the date upon which the Sponsor no longer has
the right to nominate or designate any individual to serve as a director of CayCo (including pursuant to Section 6.1.4).
Notwithstanding anything herein to the contrary, the provisions of Section 6.1.7(ii), Section 6.4, Section 6.5
and Article 7 (including with respect to any defined term as used therein, whether or not such defined term is defined
therein) shall survive, and remain in full force and effect following, any termination of this Agreement.
7.5 Notices.
All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”) required
or permitted to be given hereunder, or which are given with respect to this Agreement, shall be in writing and shall be deemed given
(a) when delivered personally by hand (with written confirmation of receipt by other than automatic means, whether electronic or
otherwise), (b) when sent by email (with no automated reply, such as an out-of-office notification, no mail undeliverable notification
or other rejection notice), or (c) one (1) Business Day following the day sent by an internationally recognized overnight courier
(with written confirmation of receipt), in each case, at the following addresses or email addresses (or to such other address or email
address as a party may have specified by notice given to the other party pursuant to this provision):
If to CayCo:
Taiwan Color Optics, Inc.
4F., No.32, Keya Rd., Daya Dist., Taichung City, Taiwan
Attention: Mr. Y.P.
Chang, President
Email: ypchang@tcog.com.tw
with a copy (which will not constitute actual or constructive
notice) to:
Landi Law Firm
Attention: Mr. Francis
Chang
Email: FC@landilawyer.com.tw
If to a Holder, to the address
set forth under such Holder’s signature to this Agreement or to such Holder’s address as found in CayCo’s books and
records.
7.6 Governing
Law; Jurisdiction. This Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Agreement
(whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement
of this Agreement, shall be governed by and construed in accordance with the Laws of the State of New York without regard to the conflicts
of law principles thereof that would subject such matter to the Laws of another jurisdiction. All legal proceedings arising under the
Laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any federal court sitting
in the Borough of Manhattan of The City of New York, provided, however, that if such federal court does not have jurisdiction
over such legal proceedings, they shall be heard and determined exclusively in the Supreme Court of the State of New York, Commercial
Division, sitting in the Borough of Manhattan of The City of New York (and any appellate court therefrom). Each of the parties hereto
agrees that mailing of process or other papers in connection with any such legal proceedings in the manner provided in Section 7.5
or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties
hereto hereby (i) submits to the exclusive jurisdiction of the aforesaid courts for the purpose of any legal proceeding arising
under the Laws of the State of New York out of or relating to this Agreement brought by any party hereto, and (ii) irrevocably waives,
and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any legal proceeding with respect to this Agreement
and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and
the rights and obligations arising hereunder any claim that it is not personally subject to the jurisdiction of the aforesaid courts
for any reason other than the failure to serve process in accordance with this Section 7.6.
7.7 WAIVER
OF TRIAL BY JURY. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LEGAL REQUIREMENTS WHICH CANNOT BE WAIVED, EACH OF THE PARTIES AND
ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES
ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT, EACH OTHER TRANSACTION
AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS, AND FOR ANY COUNTERCLAIM RELATING THERETO, IN EACH CASE WHETHER NOW EXISTING
OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY
NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS. FURTHERMORE, NO PARTY
NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION
OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.
7.8 Entire
Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered
pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all
prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral
or written, including without limitation the Prior Company Agreement and the Prior SPAC Agreement.
7.9 Severability.
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this
Agreement shall remain in full force and effect. The parties further agree that if any provision contained herein is, to any extent,
held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render
the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary,
shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a
valid and enforceable provision giving effect to the intent of the parties.
7.10 Headings;
Counterparts. The headings in this Agreement are for convenience only and shall not be considered a part of or affect the construction
or interpretation of any provision of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument.
7.11 Specific
Performance. The parties agree that irreparable damage for which monetary damages, even
if available, would not be an adequate remedy, would occur in the event that the parties hereto do not perform the provisions of this
Agreement in accordance with its specified terms or otherwise breach or threaten to breach such provisions. The parties acknowledge and
agree that the parties hereto shall be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an
injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce
specifically the terms and provisions hereof. Without limiting the foregoing, each of the parties agrees that it will not oppose the
granting of an injunction, specific performance and other equitable relief on the basis that (i) there is adequate remedy at law,
or (ii) an award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party seeking an order
or injunction to prevent breaches or threatened breaches and to enforce specifically the terms and provisions of this Agreement shall
not be required to provide any bond or other security in connection with any such order or injunction.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
| | SEMILUX INTERNATIONAL LTD. |
| | |
| | By: |
|
| | |
Name: |
| | |
Title: |
[Signature Page to Investor Rights Agreement]
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
| | TAIWAN COLOR OPTICS, INC. |
| | |
| | By: |
|
| | |
Name: |
| | |
Title: |
[Signature Page to
Investor Rights Agreement]
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
| | CHENGHE ACQUISITION CO. |
| | |
| | By: |
|
| | |
Name: |
| | |
Title: |
[Signature Page to
Investor Rights Agreement]
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
[Signature Page to
Investor Rights Agreement]
SCHEDULE I
COMPANY HOLDERS
[***]
SCHEDULE II
SPAC HOLDERS
[***]
EXHIBIT A
Addendum Agreement
This Addendum Agreement (“Addendum
Agreement”) is executed on ,
20 , by the undersigned (the “New Holder”) pursuant to the terms of that certain Investor
Rights Agreement dated as of , 20 (the
“Agreement”), by and among CayCo and the other parties thereto, as such Agreement may be amended, supplemented or
otherwise modified from time to time. Capitalized terms used but not defined in this Addendum Agreement shall have the respective meanings
ascribed to such terms in the Agreement. By the execution of this Addendum Agreement, the New Holder agrees as follows:
1. Acknowledgment.
New Holder acknowledges that New Holder is acquiring certain CayCo Ordinary Shares (the “Shares”) as a transferee
of such Shares from a party in such party’s capacity as a holder of Registrable Securities under the Agreement, and after such
transfer, New Holder shall be considered an “Holder” and a holder of Registrable Securities for all purposes under the Agreement.
2. Agreement.
New Holder hereby (a) agrees that the Shares shall be bound by and subject to the terms of the Agreement and (b) adopts the
Agreement with the same force and effect as if the New Holder were originally a party thereto.
3. Notice.
Any notice required or permitted by the Agreement shall be given to New Holder at the address or facsimile number listed below New Holder’s
signature below.
|
|
|
NEW HOLDER: |
|
ACCEPTED AND AGREED |
Print Name: |
|
|
SEMILUX
INTERNATIONAL LTD. |
Exhibit B
Form of Lock-Up Agreement
FORM OF LOCK-UP AGREEMENT
This
Lock-Up Agreement (this “Agreement”) is made and entered into as of by
and between SEMILUX INTERNATIONAL LTD., a Cayman Islands exempted company limited by shares (“CayCo”), and
each of Chenghe Investment Co., a Cayman Islands exempted company (“Sponsor”), the Persons set forth on Schedule
I hereto (the “Sponsor Key Holders”) and certain shareholders of the Company (as defined below), set forth on
Schedule II hereto (such shareholders, the “Company Holders”)1. The Sponsor, the Sponsor Key Holders,
the Company Holders and any Person who hereafter becomes a party to this Agreement pursuant to Section 2 are referred to
herein, individually, as a “Holder” and, collectively, as the “Holders.” Capitalized terms used
but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
RECITALS
WHEREAS,
Chenghe Acquisition Co., a Cayman Islands exempted company limited by shares (the “SPAC”), CayCo, SEMILUX LTD.,
a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of CayCo, (“Merger Sub”)
and Taiwan Color Optics, Inc., a company incorporated and in existence under the Laws of Taiwan with uniform commercial number of
25052644 (the “Company”) have entered into that certain Business Combination Agreement, dated as of July 21,
2023 (as amended or supplemented from time to time, the “Business Combination Agreement”);
WHEREAS, CayCo and the Company
have delivered to SPAC the fully executed Phase I Restructuring Documents as of the date of this Agreement, and CayCo and the Company
will conduct and consummate the TCO Restructuring at least one (1) Business Day before the Closing Date;
WHEREAS, upon the terms and
subject to the conditions of the Business Combination Agreement and in accordance with the applicable provisions of the Companies Act
(As Revised) of the Cayman Islands, the parties thereto desire to enter into a business combination transaction, whereby immediately
after the TCO Restructuring Closing and at the Merger Effective Time, Merger Sub will merge with and into SPAC, the separate corporate
existence of Merger Sub will cease and SPAC will be the surviving corporation and a wholly owned subsidiary of CayCo (the “Merger”),
and SPAC will change its name to “SEMILUX LTD.”;
WHEREAS, in consideration for
the benefits to be received by each Holder under the terms of the Business Combination Agreement and as a material inducement to SPAC
agreeing to enter into and consummate the transactions contemplated by the Business Combination Agreement, each Company Holder agrees
to enter into this Agreement and to be bound by the agreements, covenants and obligations contained in this Agreement; and
WHEREAS, in connection with
transactions contemplated by the Business Combination Agreement, and in view of the valuable consideration to be received by the parties
thereunder, SPAC, Sponsor and each of the Holders desire to enter into this Agreement, pursuant to which the Holders’ Lock-Up Shares
shall become subject to limitations on Transfer as set forth herein.
1 | Note to Draft: The Company shareholders signing
this Agreement shall include all shareholders of the Company that own 1% or more of Company Ordinary Shares at the date of Business Combination
Agreement. |
AGREEMENT
NOW, THEREFORE, in consideration
of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to be legally bound
hereby, CayCo hereby agrees with each of the Holders as follows:
1. Definitions.
The terms defined in this Section 1 shall, for all purposes of this Agreement, have the respective meanings set forth below:
(a) “Lock-Up
Period” shall mean the period beginning on the Closing Date and ending on the earlier of (i) the date that is six (6) months
after the Closing Date, or (ii) subsequent to the Closing Date, the date on which (x) the closing trading price of the CayCo
Ordinary Shares equals or exceeds US$12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any twenty (20) trading days within any thirty (30)-trading day period at least one-hundred and fifty (150) days after
the Closing Date; or (y) the consummation of a bona fide liquidation, merger, stock exchange, reorganization, tender offer, change
of control or other similar transaction which results in all of the CayCo’s shareholders having the right to exchange their CayCo
Ordinary Shares for cash, securities or other property subsequent to the Closing Date;
(b) “Lock-Up
Shares” shall mean with respect to (i) the Sponsor, the Sponsor Key Holders and their respective Permitted Transferees,
the CayCo Ordinary Shares held by such Person immediately following the Closing (excluding any PIPE Shares or CayCo Ordinary Shares acquired
in the public market); and (ii) the Company Holders and their respective Permitted Transferees, (A) the CayCo Ordinary Shares
held by such Person immediately following the Closing (excluding any PIPE Shares or CayCo Ordinary Shares acquired in the public market);
and (B) CayCo Ordinary Shares issued to directors and officers of CayCo upon settlement or exercise of restricted stock units,
stock options or other equity awards outstanding as of immediately following the Closing;
(c) “Permitted
Transferee” shall mean any Person to whom a Holder is permitted to transfer Lock-Up Shares prior to the expiration of the Lock-Up
Period pursuant to Section 2(b);
(d) “PIPE
Shares” shall mean CayCo Ordinary Shares sold in the PIPE Investment; and
(e) “Transfer”
shall mean the (i) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option
to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent
position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange
Act with respect to, any security; (ii) entry into any swap or other arrangement that transfers to another Person, in whole or in
part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such
securities, in cash or otherwise; or (iii) public announcement of any intention to effect any transaction, including the filing
of a registration statement, as specified in clause (i) or (ii).
2. Lock-Up
Provisions.
(a) Subject
to Section 2(b), each Holder agrees that it shall not Transfer any Lock-Up Shares until the end of the Lock-Up Period:
(b) Notwithstanding
the provisions set forth in Section 2(a), each Holder or its respective Permitted Transferees may Transfer the Lock-Up Shares
during the Lock-Up Period (i) to (A) CayCo’s officers or directors; (B) any affiliates or family members of CayCo’s
officers or directors; (C) any director, officer, employee, direct or indirect partners, members or equity holders of the
Sponsor or the Sponsor Key Holders or any related investment funds or vehicles controlled or managed by such Persons or their respective
affiliates; or (D) any direct or indirect partners, members or equity holders of such Holder, any affiliates of such Holder or any
related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (ii) in the
case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member
of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (iii) in the case
of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual,
pursuant to a qualified domestic relations order; (v) to a nominee or custodian of a Person to whom a Transfer would be permitted
under clauses (i) through (iv) above; (vi) to the partners, members or equity holders of such Holder, including, for the
avoidance of doubt, where the Holder is a partnership, to its general partner or a successor partnership or fund, or any other funds
managed by such partnership; (vii) to CayCo; (viii) the exercise of stock options, including through a “net” or
“cashless” exercise, or receipt of shares upon vesting of restricted stock units granted pursuant to an equity incentive
plan; (ix) forfeitures of CayCo Ordinary Shares to satisfy tax withholding requirements upon the vesting of equity-based awards
granted pursuant to an equity incentive plan; (x) in connection with (but subject to the completion of) a bona fide liquidation,
merger, stock exchange, reorganization, tender offer or change of control approved by the board of directors of CayCo (“Board
of Directors”) or a duly authorized committee thereof or other similar transaction which results in all of CayCo’s shareholders
having the right to exchange their CayCo Ordinary Shares for cash, securities or other property subsequent to the Closing Date; or (xi) in
connection with any legal, regulatory or other order; provided, however, that in the case of clauses (i) through (vi) such
Permitted Transferees must enter into a written agreement with CayCo agreeing to be bound by the transfer restrictions in this Section 2.
(c) In
order to enforce this Section 2, CayCo may impose stop-transfer instructions with respect to the Lock-Up Shares until the
end of the Lock-Up Period.
(d) For
the avoidance of doubt, each Holder shall retain all of its rights as a shareholder of CayCo with respect to the Lock-Up Shares during
the Lock-Up Period, including the right to vote any Lock-Up Shares that such Holders is entitled to vote.
(e) If
any Holder is granted a release or waiver from any lock-up agreement (such holder a “Triggering Holder”) executed
in connection with the Closing prior to the expiration of the Lock-Up Period, then each other Holder shall also be granted an early release
from their respective obligations hereunder on the same terms and on a pro-rata basis with respect to such number of Lock-Up Shares,
rounded down to the nearest whole security, equal to the product of (i) the total percentage of Lock-Up Shares held by the Triggering
Holder immediately following the consummation of the Closing that are being released from this Agreement multiplied by (ii) the
total number of Lock-Up Shares held by the Holders immediately following the consummation of the Closing.
3. Miscellaneous.
(a) Amendment;
Waiver. Upon (i) the approval of a majority of the total number of directors serving on the Board of Directors who are not
nominated or designated pursuant to contractual rights of Holders; (ii) the written consent of the Sponsor; and (iii) the written
consent of the Holders of a majority of the total Lock-Up Shares, compliance with any of the provisions, covenants and conditions set
forth in this Agreement may be waived by CayCo, or any of such provisions, covenants or conditions may be amended or modified; provided,
however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects a Holder, solely in
its capacity as a holder of Lock-Up Shares, shall require the consent of the Holder so affected. No course of dealing between any Holder
or CayCo and any other party hereto or any failure or delay on the part of a Holder or CayCo in exercising any rights or remedies under
this Agreement shall operate as a waiver of any rights or remedies of any Holder or CayCo. No single or partial exercise of any rights
or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder
or thereunder by such party.
(b) Notices.
All notices and other communications under this Agreement shall be in writing and shall be deemed given (a) when delivered personally
by hand (with written confirmation of receipt by other than automatic means, whether electronic or otherwise); (b) when sent by
email (with no automated reply, such as an out-of-office notification, no mail undeliverable notification or other rejection notice);
or (c) one (1) Business Day following the day sent by an internationally recognized overnight courier (with written confirmation
of receipt), in each case, at the following addresses or email addresses (or to such other address or email address as a party may have
specified by notice given to the other party pursuant to this provision):
If to CayCo or the Company:
Taiwan Color Optics, Inc.
4F., No.32, Keya Rd., Daya Dist., Taichung City, Taiwan
Attention: Mr. Y.P. Chang,
President
Email: ypchang@tcog.com.tw
with a copy (which shall not constitute notice) to:
Landi Law Firm
Attention: Mr. Francis Chang
Email: FC@landilawyer.com.tw
If to the Sponsor:
Chenghe Investment Co.
38 Beach Road #29-11
South Beach Tower
Singapore
Attention: Richard Li
Email: richard.li@chenghecap.com
with a copy (which
shall not constitute notice) to:
White & Case LLP
1221 Avenue of the Americas
New York, NY, 10020-1095
The United States
Attention: Joel
Rubinstein
Jessica Zhou
Steven Sha
Email: joel.rubinstein@whitecase.com
jessica.zhou@whitecase.com
steven.sha@whitecase.com
If to any Holder, at such Holder’s
address or email address as set forth in the Schedule II.
(c) Assignment.
No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties and any such transfer
without prior written consent shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective permitted successors and assigns.
(d) Rights
of Third Parties. Except with respect to any Non-Recourse Party (as defined below), nothing expressed or implied in this Agreement
is intended or shall be construed to confer upon or give any Person, other than the parties hereto, any right or remedies under or by
reason of this Agreement.
(e) Governing
Law; Jurisdiction. This Agreement, and any claim or cause of action hereunder based upon, arising out of or related to
this Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance
or enforcement of this Agreement, shall be governed by and construed in accordance with the Laws of the State of New York without regard
to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction. All legal proceedings
arising under the Laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any
federal court sitting in the Borough of Manhattan of The City of New York, provided, however, that if such federal court does
not have jurisdiction over such legal proceedings, they shall be heard and determined exclusively in the Supreme Court of the State of
New York, Commercial Division, sitting in the Borough of Manhattan of The City of New York (and any appellate court therefrom). Each
of the parties hereto agrees that mailing of process or other papers in connection with any such legal proceedings in the manner provided
in Section 3(b) or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service
thereof. Each of the parties hereto hereby (i) submits to the exclusive jurisdiction of the aforesaid courts for the purpose of
any legal proceeding arising under the Laws of the State of New York out of or relating to this Agreement brought by any party hereto;
and (ii) irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any legal proceeding
with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in
respect of this Agreement and the rights and obligations arising hereunder any claim that it is not personally subject to the jurisdiction
of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3(e).
(f) Waiver
of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LEGAL REQUIREMENTS WHICH CANNOT BE WAIVED, EACH OF THE PARTIES AND
ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES
ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT, EACH OTHER TRANSACTION
AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS, AND FOR ANY COUNTERCLAIM RELATING THERETO, IN EACH CASE WHETHER NOW EXISTING
OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY
NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS. FURTHERMORE, NO PARTY
NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION
OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.
(g) Entire
Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with respect to the subject
matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly
canceled. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights, remedies or obligations of CayCo or
any of the Holders under any other agreement between any of the Holders and CayCo, and nothing in any other agreement, certificate or
instrument shall limit any of the rights, remedies or obligations of any of the Holders or CayCo under this Agreement.
(h) Severability.
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this
Agreement shall remain in full force and effect. The parties further agree that if any provision contained herein is, to any extent,
held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render
the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary,
shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a
valid and enforceable provision giving effect to the intent of the parties.
(i) Headings;
Counterparts. The headings in this Agreement are for convenience only and shall not be considered a part of or affect the construction
or interpretation of any provision of this Sponsor Agreement. This Sponsor Agreement may be executed in two (2) or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
(j) Interpretation.
The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this
Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including”
(and with correlative meaning “include”) means including without limiting the generality of any description preceding or
succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii) the words
“herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed
in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iv) the
term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting of this Agreement.
Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted
jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provision of this Agreement.
(k) Specific
Performance. The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate
remedy, would occur in the event that the parties hereto do not perform the provisions of this Agreement in accordance with its specified
terms or otherwise breach or threaten to breach such provisions. The parties acknowledge and agree that the parties hereto shall be entitled,
in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and other equitable
relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof. Without
limiting the foregoing, each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other
equitable relief on the basis that (i) there is adequate remedy at law; or (ii) an award of specific performance is not an
appropriate remedy for any reason at law or in equity. Any party seeking an order or injunction to prevent breaches or threatened breaches
and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in
connection with any such order or injunction.
(l) No
Recourse. This Agreement may only be enforced against, and any claim or cause of action that may be based upon, arise out of
or relate to this Agreement, or the negotiation, execution or performance of this Agreement, the transactions contemplated hereby or
the subject matter hereof may only be made against the parties hereto and no past, present or future Affiliate, director, officer, employee,
incorporator, member, manager, partner, shareholder, agent, attorney or representative of any party hereto or any past, present or future
Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any
of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the
parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby. Without limiting
the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement
against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.
(m) Several
Liability. The liability of any Holder hereunder is several (and not joint). Notwithstanding any other provision of this Agreement,
in no event will any Holder be liable for any other Holder’s breach of such other Holder’s obligations under this Agreement.
[Remainder of page intentionally left
blank]
IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first written above.
|
SEMILUX
INTERNATIONAL LTD. |
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By: |
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Name: |
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Title: |
[Signature Page to Lock-Up Agreement]
IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first written above.
|
CHENGHE INVESTMENT CO. |
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By: |
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Name: |
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Title: |
[Signature Page to Lock-Up Agreement]
Schedule I
SPONSOR KEY HOLDERS
[***]
Schedule II
COMPANY HOLDERS
[***]
Exhibit C
List of Company Shareholders
[***]
Exhibit D
Form of Plan of Merger
The Companies Act (As Revised) of the Cayman
Islands
Plan of Merger
This plan of merger (the “Plan of Merger”)
is made on ____________ between Chenghe Acquisition Co. (the “Surviving Company”) and SEMILUX LTD. (the “Merging
Company”).
Whereas the Merging Company is a Cayman Islands
exempted company and is entering into this Plan of Merger pursuant to the provisions of Part XVI of the Companies Act (As Revised)
of the Cayman Islands (the “Statute”).
Whereas the Surviving Company is a Cayman Islands
exempted company and is entering into this Plan of Merger pursuant to the provisions of Part XVI of the Statute.
Whereas the sole director of the Merging Company
and the directors of the Surviving Company deem it desirable and in the commercial interests of the Merging Company and the Surviving
Company, respectively, that the Merging Company be merged with and into the Surviving Company and that the undertaking, property and liabilities
of the Merging Company vest in the Surviving Company (the “Merger”).
Terms not otherwise defined in this Plan of Merger
shall have the meanings given to them under the Business Combination Agreement dated July 21, 2023 and made among SEMILUX
INTERNATIONAL LTD., Taiwan Color Optics, Inc., the Surviving Company and the Merging Company (the “Business Combination
Agreement”) a copy of which is annexed at Annexure 1 hereto.
Now therefore this Plan of Merger provides as
follows:
| 1 | The constituent companies (as defined in the Statute) to this Merger are the Surviving Company and the
Merging Company. |
| 2 | The surviving company (as defined in the Statute) is the Surviving Company, which shall change its name
to “SEMILUX LTD.”. |
| 3 | The registered office of the Surviving Company is c/o Maples Corporate Services Limited of PO Box 309,
Ugland House, Grand Cayman, KY1-1104, Cayman Islands and the registered office of the Merging Company is c/o Maples Corporate Services
Limited of PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. |
| 4 | Immediately prior to the Effective Time (as defined below), the share capital of the Surviving Company
will be US$55,500 divided into 500,000,000 Class A ordinary shares of a par value of US$0.0001 each (the “SPAC Class A
Shares”), 50,000,000 Class B ordinary shares of a par value of US$0.0001 each (the “SPAC Class B Shares”)
and 5,000,000 preference shares of a par value of US$0.0001 each (the “SPAC Preference Shares”) and the Surviving Company
will have SPAC Class A Shares
and 2,875,000 SPAC Class B Shares in issue and no SPAC Preference Shares in issue. |
| 5 | Immediately prior to the Effective Time (as defined below), the share capital of the Merging Company will
be US$50,000 divided into 500,000,000 shares of a par value of US$0.0001 each and the Merging Company will have 10,000 shares in issue. |
| 6 | The date on which it is intended that the Merger is to take effect is the date that this Plan of Merger
is registered by the Registrar in accordance with section 233(13) of the Statute (the “Effective Time”). |
| 7 | The terms and conditions of the Merger, including the manner and basis of converting shares in each constituent
company into shares in the Surviving Company or into other property, are set out in the Business Combination Agreement. |
| 8 | At the Effective Time, the rights and restrictions attaching to the shares in the Surviving Company are
set out in the Second Amended and Restated Memorandum and Articles of Association of the Surviving Company in the form annexed at Annexure
2 hereto. |
| 9 | Upon the Effective Time, |
| 9.1 | the authorised share capital of the Surviving Company be varied by the re-designation of all the authorised
issued and unissued SPAC Class A Shares, SPAC Class B Shares and SPAC Preference Shares as ordinary shares of US$0.0001 par
value each (the “Re-designation”); and |
| 9.2 | immediately following the Re-designation, the authorised share capital of the Surviving Company be decreased
by the cancellation of authorised but unissued 55,000,000 ordinary shares of US$0.0001 par value each, such that the authorised share capital
of the Surviving Company shall be US$50,000 divided into 500,000,000 ordinary shares of a par value of US$0.0001 each. |
| 10 | The Amended and Restated Memorandum and Articles of Association of the Surviving Company shall be amended
and restated by the deletion in their entirety and the substitution in their place of the Second Amended and Restated Memorandum and Articles
of Association in the form annexed at Annexure 2 hereto at the Effective Time. |
| 11 | At the Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts,
liabilities, duties and obligations of the Merging Company and the Surviving Company shall become the property, rights, privileges, agreements,
powers and franchises, debts, liabilities, duties and obligations of the Surviving Company, which shall include the assumption by the
Surviving Company of any and all agreements, covenants, duties and obligations of the Merging Company and the Surviving Company set forth
in the Business Combination Agreement to be performed after the Effective Time. |
| 12 | There are no amounts or benefits which are or shall be paid or payable to any director of either constituent
company or the Surviving Company consequent upon the Merger. |
| 13 | The Merging Company has granted no fixed or floating security interests that are outstanding as at the
date of this Plan of Merger. |
| 14 | The Surviving Company has granted no fixed or floating security interests that are outstanding as at the
date of this Plan of Merger. |
| 15 | The names and addresses of each director of the surviving company (as defined in the Statute) are: |
| 16 | This Plan of Merger has been approved by the board of directors of each of the Surviving Company and the
Merging Company pursuant to section 233(3) of the Statute. |
| 17 | This Plan of Merger has been authorised by the shareholders of each of the Surviving Company and the Merging
Company pursuant to section 233(6) of the Statute. |
| 18 | At any time prior to the Effective Time, this Plan of Merger may be: |
| 18.1 | terminated by the board of directors of either the Surviving Company or the Merging Company; |
| 18.2 | amended by the board of directors of both the Surviving Company and the Merging Company to: |
| (a) | change the Effective Time provided that such changed date shall not be a date later than the ninetieth
day after the date of registration of this Plan of Merger with the Registrar of Companies; and |
| (b) | effect any other changes to this Plan of Merger which the directors of both the Surviving Company and
the Merging Company deem advisable, provided that such changes do not materially adversely affect any rights of the shareholders of the
Surviving Company or the Merging Company, as determined by the directors of both the Surviving Company and the Merging Company, respectively. |
| 19 | This Plan of Merger may be executed in counterparts. |
| 20 | This Plan of Merger shall be governed by and construed in accordance with the laws of the Cayman Islands. |
In witness whereof the parties hereto have
caused this Plan of Merger to be executed on the day and year first above written.
SIGNED by ________________________ |
) |
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Duly authorised for |
) |
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and on behalf of |
) |
Director |
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Chenghe Acquisition Co. |
) |
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SIGNED by CHANG YUNG PENG |
) |
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Duly authorised for |
) |
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and on behalf of |
) |
Director |
|
SEMILUX LTD. |
) |
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Annexure 1
Business Combination Agreement
Annexure 2
Second Amended and Restated Memorandum and Articles
of Association of the Surviving Company
Exhibit E
Form of Amended and Restated Memorandum and Articles of Association of CayCo
THE COMPANIES ACT (AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES
OF
ASSOCIATION
OF
___________________________________________________________________
SEMILUX INTERNATIONAL LTD.
___________________________________________________________________
(Adopted pursuant to a special resolution passed
on ____________ and effective on ____________)
THE COMPANIES ACT (AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
SEMILUX INTERNATIONAL LTD.
(Adopted pursuant to a special
resolution passed on ____________ and effective on ____________)
| 1. | The name of the Company is SEMILUX INTERNATIONAL LTD.. |
| 2. | The registered office of the Company shall be at the offices of Maples
Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such
other place as the Directors may determine. |
| 3. | The objects for which the Company is established are unrestricted and the Company shall have full power
and authority to carry out any object not prohibited by the Companies Act (As Revised) or as the same may be revised from time to time,
or any other law of the Cayman Islands. |
| 4. | The liability of each Member is limited to the amount from time to time unpaid on such Member’s
Shares. |
| 5. | The
authorized share capital of the Company is US$ divided into Ordinary Shares of par value of US$0.0001 each1.
Subject to the Statute and these Articles, the Company shall have power to redeem or purchase any of its Shares and to increase or reduce
its authorized share capital and to sub-divide or consolidate the said Shares or any of them and to issue all or any part of its capital
whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject
to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise
expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the
part of the Company hereinbefore provided. |
| 6. | The Company has power to register by way of continuation as a body corporate limited by shares under the
laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. |
| 7. | Capitalized terms that are not defined in this Amended and Restated Memorandum of Association bear the
same meaning as those given in the Articles of Association of the Company. |
1
Note to Draft: To be updated based on the Subdivision Factor prior to closing.
THE COMPANIES ACT (AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
SEMILUX INTERNATIONAL LTD.
(Adopted pursuant to a special resolution passed
on ____________, and effective on ____________)
INTERPRETATION
| 1. | In these Articles Table A in the First Schedule to the Statute does not apply and, unless there is something
in the subject or context inconsistent therewith: |
“Affiliate” |
means, with respect to any specified Person, any other Person who directly or indirectly Controls, is Controlled by, or is under common Control with such specified Person, provided. With respect to any Person who is a natural Person, such Person’s Affiliates shall also include his or her Immediate Family Members and their respective Affiliates; |
|
|
“Articles” |
means these articles of association of the Company, as amended and altered from time to time by Special Resolutions; |
|
|
“Audit Committee”
|
means the audit committee of the Company formed by the Board pursuant to Article 141 hereof, or any successor audit committee. |
|
|
“Auditor” |
means the person for the time being performing the duties of auditor of the Company (if any); |
|
|
“Board” and “Board of Directors” |
means the board of directors of the Company; |
|
|
“Business Day” |
means any day other than a Saturday, Sunday or other day on which commercial banking institutions in Hong Kong, New York, the Cayman Islands or Taiwan are authorized or required by Law or executive order to close; |
“Chairman” |
means the chairman of the Board of Directors; |
|
|
“Class” or “Classes” |
means any class or classes of Shares as may from time to time be issued by the Company; |
|
|
“Commission” |
means the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act; |
|
|
“Company” |
means SEMILUX INTERNATIONAL LTD., a Cayman Islands exempted company; |
|
|
“Company’s Website” |
means the main corporate/investor relations website of the Company, the address or domain name of which has been disclosed in any registration statement filed by the Company in connection or which has otherwise been notified to Members; |
|
|
“Control” |
means, as used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; the terms “Controlled by” and “under common Control with” shall have correlative meanings; |
|
|
“Designated Stock Exchange”
|
means any stock exchange in the United States on which any Shares are listed for trading; |
|
|
“Designated Stock Exchange Rules” |
means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares on the Designated Stock Exchange; |
|
|
“Directors” |
means the directors for the time being of the Company; |
|
|
“Electronic Transactions Act” |
means the Electronic Transactions Act (As Revised) of the Cayman Islands; |
|
|
“Government Authority” |
means any nation or government or any province or state or any other political subdivision thereof, or any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality or any political subdivision thereof, any court, tribunal or arbitrator, and any self-regulatory organization or national or international stock exchange on which the securities of the applicable Party or its Affiliates are listed; |
“Immediate Family Members” |
means, with respect to any natural Person, (a) such Person’s spouse, parents, parents-in-law, grandparents, children, grandchildren, siblings and siblings-in-law (in each case whether adoptive or biological), (b) spouses of such Person’s children, grandchildren and siblings (in each case whether adoptive or biological), and (c) estates, trusts, partnerships and other Persons which directly or indirectly through one or more intermediaries are Controlled by the foregoing; |
|
|
“Law” |
means any federal, state, territorial, foreign or local law, common law, statute, ordinance, rule, regulation, code, measure, notice, circular, opinion or order of any Government Authority, including any rules promulgated by a stock exchange or regulatory body; |
|
|
“Lien” |
means any encumbrance, right, interest or restriction, including any mortgage, judgment lien, materialman’s lien, mechanic’s lien, other lien (statutory or otherwise), charge, security interest, pledge, hypothecation, encroachment, easement, title defect, title retention agreement, voting trust agreement, right of pre-emption, right of first refusal, claim, option, limitation, forfeiture, penalty, equity, adverse interest or other third party right or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing; |
|
|
“Member” |
has the same meaning as in the Statute; |
“Memorandum” |
means the memorandum of association of the Company or as amended and altered from time to time by Special Resolutions; |
|
|
“Ordinary Resolution” |
means a resolution passed by a simple majority of the votes cast by the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by these Articles; |
|
|
“Ordinary Share” |
means a Class A ordinary share of par value US$0.0001 each in the share capital of the Company having the rights set out in these Articles; |
|
|
“Person” |
means any individual or any partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity; |
|
|
“Register of Members” |
means the register of Members of the Company maintained in accordance with the Statute and includes (except where otherwise stated) any duplicate Register of Members; |
|
|
“Registered Office” |
means the registered office for the time being of the Company; |
|
|
“Seal” |
means the common seal of the Company and includes every duplicate seal; |
|
|
“Secretary” |
means any person, firm or corporation appointed by the Board to perform any of the duties of secretary of the Company and includes any assistant, deputy, temporary or acting secretary; |
|
|
“Securities Act” |
means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time; |
|
|
“Share” and “Shares” |
means a share in the capital of the Company, and includes an Ordinary Share. All references to “Shares” herein shall be deemed to be Shares of any or all Classes as the context may require; |
“Shareholder” and “Shareholders” |
means shareholder or shareholders of the Company; |
|
|
“Share Premium Account” |
means the share premium account established in accordance with these Articles and the Statute; |
|
|
“Special Resolution” |
has the same meaning as in the Statute, and includes a unanimous written resolution; |
|
|
“Statute” |
means the Companies Act (As Revised) of the Cayman Islands; |
|
|
“US$” |
means the lawful money of the United States of America; and |
|
|
“United States” |
means the United States of America, its territories, its possessions and all areas subject to its jurisdiction. |
| 2.1. | words importing the singular number include the plural number and vice versa; |
| 2.2. | words importing the masculine gender include the feminine gender; |
| 2.3. | words importing persons include corporations as well as any other legal or natural person; |
| 2.4. | references to provisions of any law or regulation shall be construed as references to those provisions
as amended, modified, re-enacted or replaced from time to time; |
| 2.5. | the word “including” or any variation thereof means (unless the context of its usage otherwise
requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the
specific or similar items or matters immediately following it; |
| 2.6. | when calculating the period of time before which, within which or following which any act is to be done
or step taken pursuant to these Articles, the date that is the reference date in calculating such period shall be excluded; |
| 2.7. | “fully-diluted” or any variation thereof means all of the issued and outstanding Shares, treating
the maximum number of Shares issuable under any issued and outstanding convertible securities and all Shares reserved for issuance under
any share incentive plan as issued and outstanding; |
| 2.8. | references to “in the ordinary course of business” and comparable expressions mean the ordinary
and usual course of business of the relevant party, consistent in all material respects (including nature and scope) with the prior practice
of such party; |
| 2.9. | references to “writing,” “written” and comparable expressions include any mode
of reproducing words in a legible and nontransitory form including emails and faxes, provided the sender complies with the provision of
Article 167; |
| 2.10. | the term “and/or” is used herein to mean both “and” as well as “or.”
The use of “and/or” in certain contexts in no respects qualifies or modifies the use of the terms “and/or” or
“or” in others. The term “or” shall not be interpreted to be exclusive and the term “and” shall not
be interpreted to require the conjunctive (in each case, unless the context otherwise requires); |
| 2.11. | if any payment hereunder would have been, but for this Article, due and payable on a date that is not
a Business Day, then such payment shall instead be due and payable on the first Business Day after such date; |
| 2.12. | headings are inserted for reference only and shall be ignored in construing these Articles; and |
| 2.13. | Sections 8 and 19(3) of the Electronic Transactions Act shall not apply. |
SHARE CAPITAL
| 3. | The authorized share capital of the Company is US$ divided into Ordinary Shares of
par value of US$0.0001 each. |
| 4. | Subject to the Statute, the Memorandum and these Articles and, where applicable, Designated Stock
Exchange Rules and/or the rules of any competent regulatory authority, any power of the Company to purchase or otherwise acquire
its own Shares shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it thinks fit. |
SHARES
| 5. | Subject to the Law, these Articles and, where applicable, the Designated Stock Exchange Rules (and
to any direction that may be given by the Company in general meeting) and without prejudice to any rights attached to any existing Shares,
the Directors may in their absolute discretion and without the approval of the Members, cause the Company to: |
| (a). | allot, issue, grant options over or otherwise dispose of Shares with or without preferred, deferred or
other rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, at such times
and on such other terms as they think proper; |
| (b). | grant rights over Shares or other securities to be issued in one or more Classes or series as they deem
necessary or appropriate and determine the designations, powers, preferences, privileges and other rights attaching to such Shares or
securities, including dividend rights, voting rights, conversion rights, terms of redemption and liquidation preferences, any or all of
which may be greater than the powers, preferences, privileges and rights associated with the then issued and outstanding Shares, at such
times and on such other terms as they think proper; and |
| (c). | issue options, warrants or convertible securities or securities of similar nature conferring the right
upon the holders thereof to subscribe for, purchase or receive any Class of Shares or securities in the capital of the Company on
such terms as it may from time to time determine. |
| 6. | The Directors may authorise the division of Shares into any number of Classes and the different Classes
shall be authorized, established and designated (or re-designated as the case may be) and the variations in the relative rights (including,
without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between
the different Classes (if any) may be fixed and determined by the Directors or by a Special Resolution. The Directors may issue from time
to time, out of the authorized share capital of the Company, preferred shares with such preferred or other rights, all or any of which
may be greater than the rights of Ordinary Shares, at such time and on such terms as they may think appropriate in their absolute discretion
and without approval of the Members; provided, however, before any preferred shares of any such series are issued, the Directors may by
resolution of Directors determine, with respect to any series of preferred shares, the terms and rights of that series, including: |
| (a). | the designation of such series, the number of preferred shares to constitute such series and the subscription
price thereof if different from the par value thereof; |
| (b). | whether the preferred shares of such series shall have voting rights, in addition to any voting rights
provided by law, and, if so, the terms of such voting rights, which may be general or limited; |
| (c). | the dividends, if any, payable on such series, whether any such dividends shall be cumulative, and, if
so, from what dates, the conditions and dates upon which such dividends shall be payable, and the preference or relation which such dividends
shall bear to the dividends payable on any Shares of any other Class or any other series of Shares; |
| (d). | whether the preferred shares of such series shall be subject to redemption by the Company, and, if so,
the times, prices and other conditions of such redemption; |
| (e). | whether the preferred shares of such series shall have any rights to receive any part of the assets available
for distribution amongst the Members upon the liquidation of the Company, and, if so, the terms of such liquidation preference, and the
relation which such liquidation preference shall bear to the entitlements of the holders of Shares of any other Class or any other
series of Shares; |
| (f). | whether the preferred shares of such series shall be subject to the operation of a retirement or sinking
fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption
of the preferred shares of such series for retirement or other corporate purposes and the terms and provisions relative to the operation
thereof; |
| (g). | whether the preferred shares of such series shall be convertible into, or exchangeable for, Shares of
any other Class or any other series of preferred shares or any other securities and, if so, the price or prices or the rate or rates
of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchange; |
| (h). | the limitations and restrictions, if any, to be effective while any preferred shares of such series are
outstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition
by the Company of, the existing Shares or Shares of any other Class of Shares or any other series of preferred shares; |
| (i). | the conditions or restrictions, if any, upon the creation of indebtedness of the Company or upon the issue
of any additional shares, including additional shares of such series or of any other Class of Shares or any other series of preferred
shares; and |
| (j). | any other powers, preferences and relative, participating, optional and other special rights, and any
qualifications, limitations and restrictions thereof; |
and, for such purposes, the Directors
may reserve an appropriate number of Shares for the time being unissued.
| 7. | Neither the Company nor the Board shall be obliged, when making or granting any allotment of, offer of,
option over or disposal of Shares, to make, or make available, any such allotment, offer, option or Shares to Members or others with registered
addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement
or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable. Members affected as a result
of the foregoing sentence shall not be, or be deemed to be, a separate Class of members for any purpose whatsoever. Except as otherwise
expressly provided in the resolution or resolutions providing for the establishment of any Class or series of preferred shares, no
vote of the holders of preferred shares or ordinary shares shall be a prerequisite to the issuance of any Shares of any Class or
series of the preferred shares authorized by and complying with the conditions of the Memorandum and these Articles. |
| 8. | The Company shall not issue Shares to bearer. |
| 9. | The Company may in connection with the issue of any Shares exercise all powers of paying commissions and
brokerage conferred or permitted by the Law. Such commissions and brokerage may be satisfied by the payment of cash or the lodgement of
fully or partly paid-up Shares or partly in one way and partly in the other. |
| 10. | The Directors may refuse to accept any application for Shares, and may accept any application in whole
or in part, for any reason or for no reason. |
FRACTIONAL SHARES
| 11. | The Company shall not issue fractional Shares or register the transfer of fractions of a Share. |
REGISTER OF MEMBERS
| 12. | The Company shall maintain or cause to be maintained the Register of Members in accordance with the Statute. |
CLOSING REGISTER OF MEMBERS OR FIXING RECORD
DATE
| 13. | For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or
any adjournment thereof, or Members entitled to receive payment of any dividend, or in order to make a determination of Members for any
other purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period which shall not
in any case exceed forty (40) calendar days. If the Register of Members shall be closed for the purpose of determining Members entitled
to notice of, or to vote at, a meeting of Members, the Register of Members shall be closed for at least ten (10) calendar days immediately
preceding the meeting and the record date for such determination shall be the date of closure of the Register of Members. |
| 14. | In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears
a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any
adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any dividend or in order to make a determination
of Members for any other purpose. |
| 15. | If the Register of Members is not so closed and no record date is fixed for the determination of Members
entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a dividend, the date on which notice
of the meeting is sent or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall
be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been
made as provided in this Article, such determination shall apply to any adjournment thereof. |
SHAREHOLDER PROPOSAL REQUEST
| (a). | Any Shareholder or Shareholders of the Company holding at least the required percentage under the Statute
of the voting rights of the Company which entitles such Shareholder(s) to require the Company to include a matter on the agenda of
a general meeting (the “Proposing Shareholder(s)”) may request, subject to the Statute, that the Board of Directors
include a matter on the agenda of a general meeting to be held in the future, provided that the Board of Directors determines that the
matter is appropriate to be considered at a general meeting (a “Proposal Request”). In order for the Board of Directors
to consider a Proposal Request and whether to include the matter stated therein in the agenda of a general meeting, notice of the Proposal
Request must be timely delivered in accordance with applicable Law, and the Proposal Request must comply with the requirements of these
Articles (including this Article 16) and any applicable Law and Designated Stock Exchange Rules. The Proposal Request must be in
writing, signed by all of the Proposing Shareholder(s) making such request, delivered, either in person or by registered mail, postage
prepaid, and received by the Secretary (or, in the absence thereof, by the chief executive officer of the Company). To be considered timely,
a Proposal Request must be received within the time periods prescribed by applicable Law. The announcement of an adjournment or postponement
of a general meeting shall not commence a new time period (or extend any time period) for the delivery of a Proposal Request as described
above. In addition to any information required to be included in accordance with applicable Law, a Proposal Request must include the following:
(i) the name, address, telephone number, fax number and email address of the Proposing Shareholder (or each Proposing Shareholder,
as the case may be) and, if an entity, the name(s) of the Person(s) that controls or manages such entity; (ii) the number
of Shares held by the Proposing Shareholder(s), directly or indirectly (and, if any of such Shares are held indirectly, an explanation
of how they are held and by whom), which shall be in such number no less than as is required to qualify as a Proposing Shareholder, accompanied
by evidence satisfactory to the Company of the record holding of such Shares by the Proposing Shareholder(s) as of the date of the
Proposal Request; (iii) the matter requested to be included on the agenda of a general meeting, all information related to such matter,
the reason that such matter is proposed to be brought before the general meeting, the complete text of the resolution that the Proposing
Shareholder proposes to be voted upon at the general meeting, and a representation that the Proposing Shareholder(s) intend to appear
in person or by proxy at the meeting; (iv) a description of all arrangements or understandings between the Proposing Shareholders
and any other Person(s) (naming such Person or Persons) in connection with the matter that is requested to be included on the agenda
and a declaration signed by all Proposing Shareholder(s) of whether any of them has a personal interest in the matter and, if so,
a description in reasonable detail of such personal interest; (v) a description of all Derivative Transactions (as defined below)
by each Proposing Shareholder(s) during the previous twelve month period, including the date of the transactions and the class, series
and number of securities involved in, and the material economic terms of, such Derivative Transactions; and (vi) a declaration that
all of the information that is required under the Statute and any other applicable law and Designated Stock Exchange Rules to be
provided to the Company in connection with such matter, if any, has been provided to the Company. The Board of Directors, may, in its
discretion, to the extent it deems necessary, request that the Proposing Shareholder(s) provide additional information necessary
so as to include a matter in the agenda of a general meeting, as the Board of Directors may reasonably require. |
| (b). | A “Derivative Transaction” means any agreement, arrangement, interest or understanding
entered into by, or on behalf or for the benefit of, any Proposing Shareholder or any of its Affiliates, whether of record or beneficial:
(1) the value of which is derived in whole or in part from the value of any Class or series of Shares or other securities of
the Company, (2) which otherwise provides any direct or indirect opportunity to gain or Share in any gain derived from a change in
the value of securities of the Company, (3) the effect or intent of which is to mitigate loss, manage risk or benefit of security
value or price changes, or (4) which provides the right to vote or increase or decrease the voting power of, such Proposing Shareholder,
or any of its Affiliates, with respect to any Shares or other securities of the Company, which agreement, arrangement, interest or understanding
may include, without limitation, any option, warrant, debt position, note, bond, convertible security, swap, share appreciation right,
short position, profit interest, hedge, right to dividends, voting agreement, performance-related fee or arrangement to borrow or lend
shares (whether or not subject to payment, settlement, exercise or conversion in any such Class or series), and any proportionate
interest of such Proposing Shareholder in the securities of the Company held by any general or limited partnership, or any limited liability
company, of which such Proposing Shareholder is, directly or indirectly, a general partner or managing member. |
| (c). | The information required pursuant to this Article shall be updated as of (i) the record date
of the general meeting, (ii) five Business Days before the general meeting, and (iii) as of the general meeting, and any adjournment
or postponement thereof. |
| (d). | The provisions of Articles 16(a) and 16(b) shall apply, mutatis mutandis, to any matter
to be included on the agenda of a general meeting which is convened pursuant to a request of a Shareholder duly delivered to the Company
in accordance with the Statute. |
| (e). | Notwithstanding anything to the contrary herein, this Article 16 may only be amended, replaced or
suspended by a resolution adopted at a general meeting by a majority together holding not less than seventy-five percent (75%) of the
total voting power of the Shareholders. |
SHARE CERTIFICATES
| 17. | A Member shall only be entitled to a share certificate if the Directors resolve that share certificates
shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates
shall be signed by one or more Directors or other Person authorized by the Directors. The Directors may authorize certificates to be issued
with the authorized signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise
identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled
and, subject to these Articles, no new certificate shall be issued until the former certificate representing a like number of relevant
Shares shall have been surrendered and cancelled. |
| 18. | No certificate shall be issued representing Shares of more than one Class. |
| 19. | The Company shall not be bound to issue more than one certificate for Shares held jointly by more than
one Person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them. In the event that Shares are
held jointly by several Persons, any request may be made by any one of the joint holders and if so made shall be binding on all of the
joint holders. |
| 20. | Every share certificate of the Company shall bear legends required under the applicable Laws, including
the Securities Act. |
| 21. | Share certificates shall be issued within the relevant time limit as prescribed by the Law or as the Designated
Stock Exchange may from time to time determine, whichever is the shorter, after allotment or, except in the case of a transfer which the
Company is for the time being entitled to refuse to register and does not register, after lodgment of a transfer with the Company. |
| 22. | (1) Upon every transfer of Shares the certificate held by the transferor shall be given up to be
cancelled, and shall forthwith be cancelled accordingly, and a new certificate shall be issued to the transferee in respect of the Shares
transferred to him at such fee as is provided in paragraph (2) of this Article. If any of the Shares included in the certificate
so given up shall be retained by the transferor a new certificate for the balance shall be issued to him at the aforesaid fee payable
by the transferor to the Company in respect thereof. |
(2) The fee referred to in paragraph
(1) above shall be an amount not exceeding the relevant maximum amount as the Designated Stock Exchange may from time to time determine
provided that the Board may at any time determine a lower amount for such fee.
| 23. | If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed,
a new certificate representing the same Shares may be issued to the relevant Member upon request, subject to delivery up of the old certificate
or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and the payment of
out-of-pocket expenses of the Company in connection with the request as the Directors may think fit. |
REDEMPTION
| 24. | Subject to the provisions of the Statute and these Articles, the Company may: |
| (f). | issue Shares that are to be redeemed or are liable to be redeemed at the option of the Member or the Company.
The redemption of Shares shall be effected in such manner and upon such terms as may be determined, before the issue of such Shares, by
the Board; |
| (g). | purchase its own Shares (including any redeemable Shares) in such manner and upon such terms as have been
approved by the Board, or are otherwise authorized by these Articles; and |
| (h). | make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the
Statute, including out of capital. |
| 25. | The purchase of any Share shall not oblige the Company to purchase any other Share other than as may be
required pursuant to applicable Law and any other contractual obligations of the Company. |
| 26. | The holder of the Shares being purchased shall be bound to deliver up to the Company the certificate(s) (if
any) thereof for cancellation and thereupon the Company shall pay to him the purchase or redemption monies or consideration in respect
thereof. |
| 27. | The Directors may accept the surrender for no consideration of any fully paid Share. |
TREASURY SHARES
| 28. | The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share
shall be held as a treasury share. The Directors may determine to cancel a treasury share or transfer a treasury share on such terms as
they think proper (including, without limitation, for nil consideration). |
NON RECOGNITION OF TRUSTS
| 29. | The Company shall not be bound by or compelled to recognize in any way (even when notified) any equitable,
contingent, future or partial interest in any Share, or (except only as is otherwise provided by these Articles or the Statute) any other
rights in respect of any Share other than an absolute right to the entirety thereof in the registered holder. |
LIEN ON SHARES
| 30. | The Company shall have a first and paramount Lien on all Shares (whether fully paid- up or not) registered
in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether
presently payable or not) by such Member or his estate, either alone or jointly with any other Person, whether a Member or not, but the
Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a
transfer of any such Share shall operate as a waiver of the Company’s Lien thereon. The Company’s Lien on a Share shall also
extend to any amount payable in respect of that Share. |
| 31. | The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a
Lien, if a sum in respect of which the Lien exists is presently payable, and is not paid within fourteen (14) calendar days after notice
has been given to the holder of the Shares, or to the Person entitled to it in consequence of the death or bankruptcy of the holder, demanding
payment and stating that if the notice is not complied with the Shares may be sold. |
| 32. | To give effect to any such sale, the Directors may authorize any Person to execute an instrument of transfer
of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered as the
holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall
his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company’s power of sale
under these Articles. |
| 33. | The net proceeds of such sale after deduction of expenses, fees and commission incurred by the Company
shall be applied in payment of such part of the amount in respect of which the Lien exists as is presently payable and any residue shall
(subject to a like Lien for sums not presently payable as existed upon the Shares before the sale) be paid to the Person entitled to the
Shares at the date of the sale. |
CALLS ON SHARES
| 34. | Subject to these Articles and the terms of the allotment and issue of any Shares, the Directors may from
time to time make calls upon the Members in respect of any monies due and payable but unpaid on their Shares (whether in respect of par
value or premium), and each Member shall (subject to receiving at least fourteen (14) calendar days’ notice specifying the time
or times of payment) pay to the Company at the time or times so specified the amount called on the Shares. A call may be revoked or postponed
as the Directors may determine. A call may be required to be paid by installments. A Person upon whom a call is made shall remain liable
for calls made upon him notwithstanding the subsequent transfer of the Shares in respect of which the call was made. |
| 35. | A call shall be deemed to have been made at the time when the resolution of the Directors authorizing
such call was passed. |
| 36. | The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof. |
| 37. | If a call remains unpaid after it has become due and payable, the Person from whom it is due shall pay
interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the Directors may determine, but
the Directors may waive payment of the interest in whole or in part. |
| 38. | An amount payable in respect of a Share on allotment or at any fixed date, whether on account of the par
value of the Share or premium or otherwise, shall be deemed to be a call and, if it is not paid, all the provisions of these Articles
shall apply as if that amount had become due and payable by virtue of a call. |
| 39. | The Directors may issue Shares with different terms as to the amount and times of payment of calls, or
the interest to be paid. |
| 40. | The Directors may, if they think fit, receive an amount from any Member willing to advance all or any
part of the monies uncalled and unpaid upon any Shares held by him, and may (until the amount would otherwise become payable) pay interest
at such rate as may be agreed upon between the Directors and the Member paying such amount in advance. No such amount paid in advance
of calls shall entitle the Member paying such amount to any portion of a dividend declared in respect of any period prior to the date
upon which such amount would, but for such payment, become payable. |
FORFEITURE OF SHARES
| 41. | If a call remains unpaid after it has become due and payable, the Directors may give to the Person from
whom it is due not less than fourteen (14) calendar days’ notice requiring payment of the amount unpaid together with any interest,
which may have accrued. The notice shall specify where payment is to be made and shall state that if the notice is not complied with,
the Shares in respect of which the call was made will be liable to be forfeited. |
| 42. | If the notice is not complied with, any Share in respect of which it was given may, before the payment
required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all dividends or other
monies declared payable in respect of the forfeited Share and not paid before the forfeiture. |
| 43. | A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as
the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the
Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any Person, the Directors may authorize
some Person to execute an instrument of transfer of the Share in favor of that Person. |
| 44. | A Person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall
surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies
which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest, but his liability
shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares. |
| 45. | A certificate in writing under the hand of one Director of the Company that a Share has been forfeited
on a specified date shall be conclusive evidence of the fact as against all Persons claiming to be entitled to the Share. The certificate
shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the Person to whom the Share is
disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by
any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. |
| 46. | The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which,
by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium
as if it had been payable by virtue of a call duly made and notified. |
TRANSFER OF SHARES
| 47. | Subject to these Articles, any Member may transfer all or any of his Shares by an instrument of transfer
in the usual or common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the Board and may
be under hand or, if the transferor or transferee is a clearing house or a central depository house or its nominee(s), by hand or by machine
imprinted signature or by such other manner of execution as the Board may approve from time to time. |
| 48. | The instrument of transfer of any Share shall be in writing and in any usual or common form or such other
form as the Directors may, in their absolute discretion, approve and be executed by or on behalf of the transferor and if in respect of
a nil or partly paid up Share, or if so required by the Directors, shall also be executed on behalf of the transferee and shall be accompanied
by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably require to show
the right of the transferor to make the transfer. The transferor shall be deemed to remain a Member until the name of the transferee is
entered in the Register of Members in respect of the relevant Shares. |
| 49. | The Board may, in its absolute discretion, and without giving any reason therefor, refuse to register
a transfer of any Share (not being a fully paid up share) to a Person of whom it does not approve, or any Share issued under any share
incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists. |
| 50. | The Directors may in their absolute discretion decline to register any transfer of Shares which is not
fully paid up or on which the Company has a Lien. The Directors may also decline to register any transfer of any Share unless: |
| (a). | the instrument of transfer is lodged with the Company, accompanied by the certificate for the Shares to
which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; |
| (b). | the instrument of transfer is in respect of only one Class of Shares; |
| (c). | the instrument of transfer is properly stamped, if required; |
| (d). | in the case of a transfer to joint holders, the number of joint holders to whom the Share is to be transferred
does not exceed four; and |
| (e). | a fee of such maximum sum as the Designated Stock Exchange may determine to be payable, or such lesser
sum as the Board of Directors may from time to time require, is paid to the Company in respect thereof. |
| 51. | The registration of transfers may, after compliance with any notice required by the Designated Stock Exchange
Rules, be suspended and the Register of Members closed at such times and for such periods as the Directors may, in their absolute discretion,
from time to time determine, provided always that such registration of transfer shall not be suspended nor the Register of Members closed
for more than thirty (30) calendar days in any calendar year. |
| 52. | All instruments of transfer that are registered shall be retained by the Company. If the Directors refuse
to register a transfer of any Shares, they shall within two calendar months after the date on which the instrument of transfer was lodged
with the Company send notice of the refusal to each of the transferor and the transferee. |
TRANSMISSION OF SHARES
| 53. | If a Member dies, the survivor or survivors where he was a joint holder, and his legal Personal representatives
where he was a sole holder, shall be the only Persons recognized by the Company as having any title to his interest. The estate of a deceased
Member is not thereby released from any liability in respect of any Share, which had been jointly held by him. Any Person becoming entitled
to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer)
may, upon such evidence being produced as may from time to time be required by the Directors, elect either to become the holder of the
Share or to have some Person nominated by him as the transferee. If he elects to become the holder, he shall give notice to the Company
to that effect, but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had
in the case of a transfer of the Share by that Member before the death or bankruptcy or liquidation or dissolution of that Member, as
the case may be. |
| 54. | If the Person so becoming entitled shall elect to be registered himself as holder, he shall deliver or
send to the Company a notice in writing signed by him stating that he so elects. |
| 55. | A Person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution
of a Member (or in any other case than by transfer) shall be entitled to the same dividends and other advantages to which he would be
entitled if he were the registered holder of the Share. However, he shall not, before being registered as a Member in respect of the Share,
be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company and the Directors may
at any time give notice requiring any such Person to elect either to be registered himself or to have some other Person nominated by him
become the holder of the Share (but the Directors shall, in either case, have the same right to decline or suspend registration as they
would have had in the case of a transfer of the Share by the relevant Member before the death or bankruptcy or liquidation or dissolution
of such Member or in any other case than by transfer, as the case may be). If the notice is not complied with within ninety (90) calendar
days, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Share until the
requirements of the notice have been complied with. |
AMENDMENTS OF MEMORANDUM AND ARTICLES AND
ALTERATION OF CAPITAL
| 56. | Subject to the provisions of the Statute and the provisions of these Articles, the Company may from time
to time by Ordinary Resolution: |
| (a). | increase the share capital by such sum, to be divided into Shares of such Classes and amount, as the resolution
shall prescribe and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may determine; |
| (b). | consolidate and divide all or any of its share capital into Shares of larger amount than its existing
Shares; |
| (c). | divide its Shares into several Classes and without prejudice to any special rights previously conferred
on the holders of existing Shares attach thereto respectively any preferential, deferred, qualified or special rights, privileges, conditions
or such restrictions which in the absence of any such determination by the Company in general meeting, as the Directors may determine
provided always that, for the avoidance of doubt, where a Class of Shares has been authorized by the Company, no resolution of the
Company in general meeting is required for the issuance of Shares of that Class and the Directors may issue Shares of that Class and
determine such rights, privileges, conditions or restrictions attaching thereto as aforesaid, and further provided that where the Company
issues Shares which do not carry voting rights, the words “non-voting” shall appear in the designation of such Shares and
where the equity capital includes Shares with different voting rights, the designation of each Class of Shares, other than those
with the most favourable voting rights, must include the words “restricted voting” or “limited voting”; |
| (d). | subdivide its Shares, or any of them, into Shares of smaller amount than is fixed by the Memorandum or
into Shares without par value (subject, nevertheless, to the Law), and may by such resolution determine that, as between the holders of
the Shares resulting from such sub-division, one or more of the Shares may have any such preferred, deferred or other rights or be subject
to any such restrictions as compared with the other or others as the Company has power to attach to unissued or new Shares; and |
| (e). | cancel any Shares that at the date of the passing of the resolution have not been taken or agreed to be
taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled or, in the case of Shares, without
par value, diminish the number of shares into which its capital is divided. |
| 57. | All new Shares created in accordance with the provisions of the preceding Article shall be subject
to the same provisions of these Articles with reference to the payment of calls, Liens, transfer, transmission, forfeiture and otherwise
as the Shares in the original share capital. The Board may settle as it considers expedient any difficulty which arises in relation to
any consolidation and division under the preceding Article and in particular but without prejudice to the generality of the foregoing
may arrange for the sale of the Shares representing fractions and the distribution of the net proceeds of sale (after deduction of the
expenses of such sale) in due proportion amongst the Members who would have been entitled to the fractions, and for this purpose the Board
may authorise some Person to transfer the Shares representing fractions to their purchaser or resolve that such net proceeds be paid to
the Company for the Company’s benefit. Such purchaser will not be bound to see to the application of the purchase money nor will
his title to the Shares be affected by any irregularity or invalidity in the proceedings relating to the sale. |
| 58. | Subject to the provisions of the Statute and the provisions of these Articles, the Company may from time
to time by Special Resolution: |
| (b). | alter, amend or add to these Articles; |
| (c). | alter or add to the Memorandum with respect to any objects, powers or other matters specified therein;
and |
| (d). | reduce its share capital and any capital redemption reserve fund in any manner authorized by Law. |
SHARE RIGHTS
| 59. | Subject to the provisions of applicable Law, Designated Stock Exchange Rules, the Memorandum and these
Articles and to any special rights conferred on the holders of any Shares or Class of Shares, any Share in the Company (whether forming
part of the present capital or not) may be issued with or have attached thereto such rights or restrictions whether in regard to dividend,
voting, return of capital or otherwise as the Board may determine, including without limitation on terms that they may be, or at the option
of the Company or the holder are, liable to be redeemed on such terms and in such manner, including out of capital, as the Board may deem
fit. |
| 60. | Subject to the provisions of applicable Law and these Articles, any preferred shares may be issued or
converted into Shares that, at a determinable date or at the option of the Company or the holder if so authorized by the Memorandum, are
liable to be redeemed on such terms and in such manner as the Company before the issue or conversion may by Special Resolution of the
Members determine. Where the Company purchases for redemption a redeemable share, purchases not made through the market or by tender shall
be limited to a maximum price as may from time to time be determined by the Board, either generally or with regard to specific purchases.
If purchases are by tender, tenders shall comply with applicable Law. |
| 61. | The rights and restrictions attaching to the Ordinary Shares are as follows: |
Holders of Ordinary Shares shall be
entitled to such dividends as the Directors may in their absolute discretion lawfully declare from time to time.
Holders of Ordinary Shares shall be
entitled to a return of capital on liquidation, dissolution or winding-up of the Company (other than on a conversion, redemption or purchase
of Shares, or an equity financing or series of financings that do not constitute the sale of all or substantially all of the Shares of
the Company).
| (c). | Attendance at General Meetings and Voting |
Holders of Ordinary Shares have the
right to receive notice of, attend, speak and vote at general meetings of the Company. Each Ordinary Share shall be entitled to one (1) vote
on all matters subject to vote at general meetings of the Company.
VARIATION OF RIGHTS OF SHARES
| 62. | Subject to the provisions of these Articles, if at any time the share capital of the Company is divided
into different Classes, the rights attached to any Class (unless otherwise provided by the terms of issue of the Shares of that Class)
may, whether or not the Company is being wound up, be varied, modified or abrogated with the consent in writing of the holders of
a majority of the issued Shares of that Class, or with the sanction of an Ordinary Resolution passed at a general meeting of the holders
of the Shares of that Class. |
| 63. | The provisions of these Articles relating to general meetings shall apply to every Class meeting
of the holders of one Class of Shares except that the necessary quorum shall be one Person holding or representing by proxy at least
one-third (1/3) of the issued Shares of the Class and that any holder of Shares of the Class present in person or by proxy may
demand a poll. |
| 64. | Subject to the provisions of the Articles, the rights conferred upon the holders of the Shares of any
Class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of
that Class, be deemed to be varied by the creation or issue of further Shares ranking pari passu with or subsequent to the Shares of that
Class or the redemption or purchase of any Shares of any Class by the Company, and the rights of the holders of Shares shall
not be deemed to be varied by the creation or issue of Shares with preferred or other rights including, without limitation, the creation
of Shares with enhanced or weighted voting rights. |
REGISTERED OFFICE
| 65. | Subject to the provisions of the Statute, the Company may by resolution of the Directors change the location
of its Registered Office. |
GENERAL MEETINGS
| 66. | All general meetings other than annual general meetings shall be called extraordinary general meetings. |
| 67. | The Company may, but shall not (unless required by the Statute) be obliged to hold a general meeting in
each calendar year as its annual general meeting and shall specify the meeting as such in the notices calling it. The annual general meeting
shall be held at such time and place as the Directors shall appoint. At these meetings the report of the Directors (if any) shall be presented. |
| 68. | The Chairman or a majority of the Directors may call general meetings, and they shall on a Member’s
requisition forthwith proceed to convene an extraordinary general meeting of the Company. |
| 69. | A Members’ requisition is a requisition of Members of the Company holding at the date of deposit
of the requisition not less than one-third (1/3) of all votes attaching to all issued and outstanding Shares entitled to vote at general
meetings of the Company. |
| 70. | The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited
at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists. |
| 71. | If there are no Directors as at the date of the deposit of a Members’ requisition, or if the Directors
do not within twenty-one (21) calendar days from the date of the deposit of such requisition duly proceed to convene a general meeting
to be held within a further twenty-one (21) calendar days, the requisitionists, or any of them representing more than one- half of the
total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the
expiration of three calendar months after the expiration of the said twenty-one (21) calendar days. |
| 72. | A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly
as possible as that in which general meetings are to be convened by Directors. |
NOTICE OF GENERAL MEETINGS
| 73. | At least fifteen (15) calendar days’ notice shall be given of any general meeting. Every notice
shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place,
the day and the hour of the meeting and the general nature of the business and shall be given in the manner hereinafter mentioned or in
such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the
notice specified in this regulation has been given and whether or not the provisions of the Articles regarding general meetings have been
complied with, be deemed to have been duly convened if it is so agreed: |
| (a). | in the case of an annual general meeting, by all the Members (or their proxies) entitled to attend and
vote thereat; and |
| (b). | in the case of an extraordinary general meeting, by a majority in number of the Members (or their proxies)
having a right to attend and vote at the meeting, being a majority together holding not less than seventy-five percent (75%) in voting
rights of the Shares giving that right. |
| 74. | The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a meeting
by, any Person entitled to receive notice shall not invalidate the proceedings at any meeting. |
PROCEEDINGS AT GENERAL MEETINGS
| 75. | No business shall be transacted at any general meeting unless a quorum is present at the time when the
meeting proceeds to business. Two or more holders of Shares which carry not less than one-half of all votes attaching to Shares in issue
and entitled to vote at such genral meeting, present in person or by proxy or, if a corporate or other non-natural person, by its duly
authorised representative, shall constitute a quorum; unless the Company has only one Member entitled to vote at such general meeting
in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural
person) by a duly authorized representative or proxy. |
| 76. | A Person may participate at a general meeting by telephone or other similar communications equipment by
means of which all the Persons participating in such meeting can communicate with each other. Participation by a Person in a general meeting
in this manner is treated as presence in Person at that meeting. |
| 77. | A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by all Members
for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations, signed by their duly
authorized representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly
convened and held. |
| 78. | If a quorum is not present within half an hour from the time appointed for the meeting or if during such
a meeting a quorum ceases to be present, the meeting shall be dissolved and in any other case it shall stand adjourned to the same day
in the next week at the same time and place or to such other day, time or such other place as the Directors may determine, and if at the
adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the Members constituting a majority
of the outstanding share capital of the Company (calculated on an as- converted basis) shall be a quorum and may transact the business
for which the meeting was called, provided, that, such present Members shall only discuss and/or approve the matters as described
in the meeting notice delivered in accordance with these Articles. |
| 79. | The chairman, if any, of the Board of Directors shall preside as chairman at every general meeting of
the Company, or if there is no such chairman, or if he shall not be present within fifteen (15) minutes after the time appointed for the
holding of the meeting, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting. |
| 80. | If no Director is willing to act as chairman or if no Director is present within fifteen (15) minutes
after the time appointed for holding the meeting, the Members present shall choose one of their number to be chairman of the meeting. |
| 81. | The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed
by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting
other than the business left unfinished at the meeting from which the adjournment took place. When a general meeting is adjourned for
thirty calendar days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall
not be necessary to give any such notice. |
| 82. | A resolution put to the vote of the meeting shall be decided on the vote of the requisite majority pursuant
to a poll of the Members. Unless otherwise required by the Statute or these Articles, such requisite majority shall be a simple majority
of votes that are able to be cast. |
| 83. | The Directors may cancel or postpone any duly convened general meeting at any time prior to such meeting,
except for general meetings requisitioned by the Members in accordance with these Articles, for any reason or for no reason, upon notice
in writing to Members. A postponement may be for a stated period of any length or indefinitely as the Directors may determine. Notice
of the business to be transacted at such postponed general meeting shall not be required. If a general meeting is postponed in accordance
with this Article, the appointment of a proxy will be valid if it is received as required by these Articles not less than 48 hours before
the time appointed for holding the postponed meeting. |
VOTES OF MEMBERS
| 84. | Subject to any rights and restrictions for the time being attached to any Share, every Member present
in person or by proxy (or, if a corporation or other non-natural person, by its duly authorized representative or proxy) shall,
at a general meeting of the Company, have one (1) vote for each Ordinary Share of which he is the holder. |
| 85. | In the case of joint holders of record the vote of the senior holder who tenders a vote, whether in person
or by proxy (or, if a corporation or other non-natural person, by its duly authorized representative or proxy), shall be accepted to the
exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names of
the holders stand in the Register of Members. |
| 86. | Shares carrying the right to vote that are held by a Member of unsound mind, or in respect of whom an
order has been made by any court, having jurisdiction in lunacy, may be voted by his committee, receiver, curator bonis, or other Person
on such Member’s behalf appointed by that court, and any such committee, receiver, curator bonis or other Person may vote by proxy. |
| 87. | No Person shall be entitled to vote at any general meeting or at any separate meeting of the holders of
a Class of Shares unless he is registered as a Member on the record date for such meeting nor unless all calls or other monies then
payable by him in respect of Shares have been paid. |
| 88. | No objection shall be raised to the qualification of any voter except at the general meeting or adjourned
general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection
made in due time shall be referred to the chairman whose decision shall be final and conclusive. |
| 89. | Votes may be cast either personally or by proxy. A Member may appoint more than one proxy or the same
proxy under one or more instruments to attend and vote at a meeting. All resolutions shall be determined by poll and not on a show of
hands. An instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve. |
| 90. | A Member holding more than one Share need not cast the votes in respect of his Shares in the same way
on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting
a Share or some or all of the Shares and, subject to the terms of the instrument appointing him, a proxy appointed under one or more instruments
may vote a Share or some or all of the Shares in respect of which he is appointed either for or against a resolution and/or abstain from
voting. |
PROXIES
| 91. | The instrument appointing a proxy shall be in writing, be executed under the hand of the appointor or
of his attorney duly authorized in writing, or, if the appointor is a corporation, under the hand of an officer or attorney duly authorized
for that purpose. A proxy need not be a Member of the Company. |
| 92. | The instrument appointing a proxy shall be deposited at the Registered Office or at such other place as
is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company: |
| (a). | not less than forty-eight (48) hours before the time for holding the meeting or adjourned meeting at which
the Person named in the instrument proposes to vote; or |
| (b). | in the case of a poll taken more than forty-eight (48) hours after it is demanded, be deposited as aforesaid
after the poll has been demanded and not less than twenty-four (24) hours before the time appointed for the taking of the poll; or |
| (c). | where the poll is not taken forthwith but is taken not more than forty-eight (48) hours after it was demanded
be delivered at the meeting at which the poll was demanded to the chairman or to the secretary or to any director; |
provided
that the Directors may in the notice convening the meeting, or in an instrument of proxy sent out by the Company, direct that
the instrument appointing a proxy may be deposited (no later than the time for holding the meeting or adjourned meeting) at the Registered
Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent
out by the Company. The chairman may in any event at his discretion direct that an instrument of proxy shall be deemed to have been duly
deposited. An instrument of proxy that is not deposited in the manner permitted shall be invalid.
| 93. | The instrument appointing a proxy may be in any usual or common form and may be expressed to be for a
particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to confer authority
to demand or join or concur in demanding a poll. |
| 94. | Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the
previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the
transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer
was received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting at which it
is sought to use the proxy. |
CORPORATIONS ACTING BY REPRESENTATIVES
| 95. | Any corporation or other non-natural person which is a Member or a Director may in accordance with its
constitutional documents, or in the absence of such provision by resolution of its directors or other governing body, authorize such person
as it thinks fit to act as its representative at any meeting of the Company or of any meeting of holders of a Class or of the Directors
or of a committee of Directors, and the Person so authorized shall be entitled to exercise the same powers on behalf of the corporation
which he represents as that corporation could exercise if it were an individual Member or Director. |
SHARES THAT MAY NOT BE VOTED
| 96. | Shares in the Company that are beneficially owned by the Company shall not be voted, directly or indirectly,
at any meeting and shall not be counted in determining the total number of outstanding Shares at any given time. |
DEPOSITARY AND CLEARING HOUSES
| 97. | If a recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) is a Member of the
Company it may, by resolution of its directors or other governing body or by power of attorney, authorise such Person(s) as it thinks
fit to act as its representative(s) at any general meeting of the Company or of any Class of Members provided that, if
more than one Person is so authorized, the authorization shall specify the number and Class of Shares in respect of which each such
Person is so authorized. A Person so authorized pursuant to this Article shall be entitled to exercise the same powers on behalf
of the recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) which he represents as that recognised clearing
house (or its nominee(s)) or depositary (or its nominee(s)) could exercise if it were an individual Member holding the number and Class of
Shares specified in such authorization. |
DIRECTORS
| 98. | Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less
than five (5) Directors, and there shall be no maximum number of Directors. |
| 99. | The Board of Directors shall have a Chairman elected and appointed by a majority of the Directors then
in office. The period for which the Chairman will hold office will also be determined by a majority of all of the Directors then in office.
The Chairman shall preside as chairman at every meeting of the Board of Directors, save and except that if the Chairman is not present
at a meeting of the Board of Directors within fifteen minutes after the time appointed for holding the same, or if the Chairman is unable
or unwilling to act as the chairman of a meeting of the Board of Directors, the attending Directors may choose one of their number to
be the chairman of the meeting. |
| 100. | The Company may by Special Resolution appoint any Person to be a Director. |
| 101. | The Board may, by the affirmative vote of a simple majority of the remaining Directors present and voting
at a Board meeting, appoint any Person as a Director, to fill a casual vacancy on the Board or as an addition to the existing Board. |
| 102. | A Director shall hold office until the expiration of his or her term or his or her successor shall have
been elected and qualified, or until his or her office is otherwise vacated. |
| 103. | A Director shall not be required to hold any Shares in the Company by way of qualification. A Director
who is not a Member of the Company shall nevertheless be entitled to attend and speak at general meetings. |
| 104. | A Director may be removed from office by Special Resolution of the Company, notwithstanding anything in
these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under such agreement).
A vacancy on the Board created by the removal of a Director under the previous sentence may be filled by Special Resolution or by the
affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting. The notice of any meeting at which
a resolution to remove a Director shall be proposed or voted upon must contain a statement of the intention to remove that Director and
such notice must be served on that Director not less than ten (10) calendar days before the meeting. Such Director is entitled to
attend the meeting and be heard on the motion for his removal. |
| 105. | The remuneration of the Directors may be determined by the Directors or by Ordinary Resolution. |
| 106. | The Directors shall be entitled to be paid their travelling, hotel and other expenses properly incurred
by them in going to, attending and returning from meetings of the Directors, or any committee of the Directors, or general meetings of
the Company, or otherwise in connection with the business of the Company, or to receive such fixed allowance in respect thereof as may
be determined by the Directors from time to time, or a combination partly of one such method and partly the other. |
| 107. | Subject to applicable Law, Designated Stock Exchange Rules and these Articles, the Board may establish
any committee of the Board as the Board shall deem appropriate from time to time, and committees of the Board shall have the rights, powers
and privileges granted to such committees by the Board from time to time. |
POWERS AND DUTIES OF DIRECTORS
| 108. | Subject to the provisions of the Statute, the Memorandum and these Articles and to any directions given
by Special Resolution, the business and affairs of the Company shall be conducted as directed by the Board of Directors of the Company.
The Board shall have all such powers and authorities, and may do all such acts and things, to the maximum extent permitted by applicable
Law, the Memorandum and these Articles. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors
that would have been valid if that resolution had not been passed. |
| 109. | The Board may, from time to time, and except as required by applicable Law or Designated Stock Exchange
Rules, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives of the Company and determine on various
corporate governance related matters of the Company as the Board shall determine by resolution of Directors from time to time. |
| 110. | Subject to these Articles, the Directors may from time to time appoint any natural person or corporation,
whether or not a Director to hold such office in the Company as the Directors may think necessary for the administration of the Company,
including but not limited to, chief executive officer, one or more other executive officers, president, one or more vice-presidents, treasurer,
assistant treasurer, manager or controller, and for such term and at such remuneration (whether by way of salary or commission or participation
in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. Any natural person
or corporation so appointed by the Directors may be removed by the Directors. The Directors may also appoint one or more of their number
to the office of managing director upon like terms, but any such appointment shall ipso facto terminate if any managing director ceases
for any cause to be a Director, or if the Company by Ordinary Resolution resolves that his tenure of office be terminated. |
| 111. | The Directors may appoint any natural person or corporation to be a Secretary (and if need be an assistant
Secretary or assistant Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers
as they think fit. Any Secretary or assistant Secretary so appointed by the Directors may be removed by the Directors. |
| 112. | The Directors may delegate any of their powers to committees consisting of such member or members of their
body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be
imposed on it by the Directors. |
| 113. | The Directors may from time to time and at any time by power of attorney (whether under Seal or under
hand) or otherwise appoint any company, firm or Person or body of Persons, whether nominated directly or indirectly by the Directors,
to be the attorney or attorneys or authorized signatory (any such Person being an “Attorney” or “Authorized Signatory”,
respectively) of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable
by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of
attorney or other appointment may contain such provisions for the protection and convenience of Persons dealing with any such Attorney
or Authorized Signatory as the Directors may think fit, and may also authorise any such Attorney or Authorized Signatory to delegate all
or any of the powers, authorities and discretion vested in him. |
| 114. | The Directors may from time to time provide for the management of the affairs of the Company in such manner
as they shall think fit and the provisions contained in the three next following Articles shall not limit the general powers conferred
by this Article. |
| 115. | The Directors from time to time and at any time may establish any committees, local boards or agencies
for managing any of the affairs of the Company and may appoint any natural person or corporation to be a member of such committees or
local boards and may appoint any managers or agents of the Company and may fix the remuneration of any such natural person or corporation. |
| 116. | The Directors from time to time and at any time may delegate to any such committee, local board, manager
or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the
time being of any such local board, or any of them to fill any vacancies therein and to act notwithstanding vacancies and any such appointment
or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time
remove any natural person or corporation so appointed and may annul or vary any such delegation, but no Person dealing in good faith and
without notice of any such annulment or variation shall be affected thereby. |
| 117. | Any such delegates as aforesaid may be authorized by the Directors to sub-delegate all or any of the powers,
authorities, and discretion for the time being vested in them. |
BORROWING POWERS OF DIRECTORS
| 118. | The Directors may from time to time at their discretion exercise all the powers of the Company to borrow
money, to mortgage or charge all or any part of its undertaking, property and assets (present and future) and uncalled capital, and to
issue debentures, bonds and other securities, whenever money is borrowed or as security for any debt, liability or obligation of the Company
or of any third party. |
DISQUALIFICATION OF DIRECTORS
| 119. | The office of a Director shall be vacated if: |
| (a). | he gives notice in writing to the Company that he resigns the office of Director; |
| (b). | he dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; |
| (c). | is prohibited by any applicable Law or Designated Stock Exchange Rules from being a Director; |
| (d). | he is found to be or becomes of unsound mind; or |
| (e). | is removed from office pursuant to any other provision of these Articles. |
MEETINGS OF THE BOARD OF DIRECTORS
| 120. | The Board shall meet at such times and in such places as the Board shall designate from time to time.
A meeting of the Board may be called by any Director on no less than five (5) calendar days’ prior written notice of the time,
place and agenda of the meeting. Subject to these Articles, questions arising at any meeting shall be decided by a majority of votes of
the Directors present at a meeting at which there is a quorum, with each having one (1) vote and in case of an equality of votes,
the Chairman shall have a second or casting vote. |
| 121. | A Director may participate in any meeting of the Board or of any committee of the Board by means of video
conference, teleconference or other similar communications equipment by means of which all Persons participating in the meeting can hear
each other and such participation shall constitute such Director’s presence in person at the meeting. |
| 122. | The quorum necessary for the transaction of the business of the Board may be fixed by the Directors, and
unless so fixed, the presence of two (2) Directors then in office shall constitute a quorum. A Director represented by proxy or by
an alternate Director at any meeting shall be deemed to be present for the purposes of determining whether or not a quorum is present. |
| 123. | If a quorum is not present at any duly called meeting, such meeting may be adjourned to a time no earlier
than forty-eight (48) hours after written notice of such adjournment has been given to the Directors. The Directors present at such adjourned
meeting shall constitute a quorum, provided that the Directors present at such adjourned meeting may only discuss and/or approve
the matters as described in the meeting notice delivered to the Directors in accordance with Article 120. |
| 124. | A resolution in writing (in one or more counterparts), signed by all the Directors or all the members
of a committee of Directors entitled to receive notice of a meeting of Directors or committee of Directors, as the case may be (an alternate
Director, subject as provided otherwise in the terms of appointment of the alternate Director, being entitled to sign such a resolution
on behalf of his appointer), shall be as valid and effectual as if it had been passed at a meeting of the Directors or committee, as the
case may be, duly convened and held. When signed a resolution may consist of several documents each signed by one or more of the Directors
or his duly appointed alternate. |
| 125. | Subject to any regulations imposed on it by the Directors, a committee appointed by the Directors may
elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within fifteen (15)
minutes after the time appointed for holding the meeting, the committee members present may choose one of their number to be chairman
of the meeting. |
| 126. | A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to any regulations
imposed on it by the Directors, questions arising at any meeting shall be determined by a majority of votes of the committee members present
and in case of an equality of votes the chairman shall have a second or casting vote. |
| 127. | All acts done by any meeting of the Directors or of a committee of Directors, or by any Person acting
as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director
or Person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed
and was qualified to be a Director. |
| 128. | The Company shall pay all fees, charges and expenses (including travel and related expenses) incurred
by each Director in connection with: (i) attending the meetings of the Board and all committees thereof (if any) and (ii) conducting
any other Company business requested by the Company. |
PRESUMPTION OF ASSENT
| 129. | A Director who is present at a meeting of the Board at which action on any Company matter is taken shall
be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent from such action with the Person acting as the chairman or secretary of the meeting before the adjournment thereof
or shall forward such dissent by registered post to such Person immediately after the adjournment of the meeting. Such right to dissent
shall not apply to a Director who voted in favor of such action. |
DIRECTORS’ INTERESTS
| (a). | hold any other office or place of profit with the Company (except that of Auditor) in conjunction with
his office of Director for such period and upon such terms as the Board may determine. Any remuneration (whether by way of salary, commission,
participation in profits or otherwise) paid to any Director in respect of any such other office or place of profit shall be in addition
to any remuneration provided for by or pursuant to any other Article; |
| (b). | act by himself or his firm in a professional capacity for the Company (otherwise than as Auditor) and
he or his firm may be remunerated for professional services as if he were not a Director; |
| (c). | continue to be or become a director, managing director, joint managing director, deputy managing director,
executive director, manager or other officer or member of any other company promoted by the Company or in which the Company may be interested
as a vendor, shareholder or otherwise and (unless otherwise agreed) no such Director shall be accountable for any remuneration, profits
or other benefits received by him as a director, managing director, joint managing director, deputy managing director, executive director,
manager or other officer or member of or from his interests in any such other company. Subject as otherwise provided by these Articles
the Directors may exercise or cause to be exercised the voting powers conferred by the shares in any other company held or owned by the
Company, or exercisable by them as Directors of such other company in such manner in all respects as they think fit (including the exercise
thereof in favour of any resolution appointing themselves or any of them directors, managing directors, joint managing directors, deputy
managing directors, executive directors, managers or other officers of such company) or voting or providing for the payment of remuneration
to the director, managing director, joint managing director, deputy managing director, executive director, manager or other officers of
such other company and any Director may vote in favour of the exercise of such voting rights in manner aforesaid notwithstanding that
he may be, or about to be, appointed a director, managing director, joint managing director, deputy managing director, executive director,
manager or other officer of such a company, and that as such he is or may become interested in the exercise of such voting rights in manner
aforesaid. |
Notwithstanding the foregoing, no “Independent
Director” as defined in the rules of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, and with respect
of whom the Board has determined constitutes an “Independent Director” for purposes of compliance with applicable Law or the
Company’s listing requirements, shall without the consent of the Audit Committee take any of the foregoing actions or any other
action that would reasonably be likely to affect such Director’s status as an “Independent Director” of the Company.
| 131. | Subject to applicable Law and to these Articles, no Director or proposed or intending Director shall be
disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as
vendor, purchaser or in any other manner whatever, nor shall any such contract or any other contract or arrangement in which any Director
is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to
the Company or the Members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such
Director holding that office or of the fiduciary relationship thereby established provided that such Director shall disclose the nature
of his interest in any contract or arrangement in which he is interested in accordance with Article 132 herein. Any such transaction
that would reasonably be likely to affect a Director’s status as an “Independent Director”, or that would constitute
a “related party transaction” as defined by Item 7.B. of Form 20-F promulgated by the Commission, shall require the approval
of the Audit Committee. |
| 132. | A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract
or arrangement or proposed contract or arrangement with the Company shall declare the nature of his interest at the meeting of the Board
at which the question of entering into the contract or arrangement is first considered, if he knows his interest then exists, or in any
other case at the first meeting of the Board after he knows that he is or has become so interested. For the purposes of this Article,
a general Notice to the Board by a Director to the effect that: |
| (a). | he is a member or officer of a specified company or firm and is to be regarded as interested in any contract
or arrangement which may after the date of the Notice be made with that company or firm; or |
| (b). | he is to be regarded as interested in any contract or arrangement which may after the date of the Notice
be made with a specified Person who is connected with him; |
shall be deemed to be a sufficient declaration
of interest under this Article in relation to any such contract or arrangement, provided that no such Notice shall be effective unless
either it is given at a meeting of the Board or the Director takes reasonable steps to secure that it is brought up and read at the next
Board meeting after it is given.
| 133. | Following a declaration being made pursuant to the last preceding two Articles, subject to any separate
requirement for Audit Committee approval under applicable Law or the Designated Stock Exchange Rules, and unless disqualified by the chairman
of the relevant Board meeting, a Director may vote in respect of any contract or proposed contract or arrangement in which such Director
is interested and may be counted in the quorum at such meeting. |
MINUTES
| 134. | The Directors shall cause minutes to be made for the purpose of all appointments of officers made by the
Directors, all proceedings at meetings of the Company or the holders of any Class of Shares and of the Directors, and of committees
of Directors including the names of the Directors or alternate Directors present at each meeting. |
| 135. | When the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed
to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical
defect in the proceedings. |
ALTERNATE DIRECTORS
| 136. | Any Director (other than an alternate Director) may by writing appoint any other Director, or any other
Person willing to act, to be an alternate Director and by writing may remove from office an alternate Director so appointed by him. |
| 137. | An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings
of committees of Directors of which his appointor is a member, to attend and vote at every such meeting at which the Director appointing
him is not personally present, and generally to perform all the functions of his appointor as a Director in his absence. |
| 138. | An alternate Director shall cease to be an alternate Director if his appointor ceases to be a Director. |
| 139. | Any appointment or removal of an alternate Director shall be by notice to the Company signed by the Director
making or revoking the appointment or in any other manner approved by the Directors. |
| 140. | An alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible
for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him. |
AUDIT COMMITTEE
| 141. | Without prejudice to the freedom of the Directors to establish any other committees, for so long as the
Shares of the Company (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, the Board shall establish
and maintain an Audit Committee as a committee of the Board, the composition and responsibilities of which shall comply with the charter
of the Audit Committee, the Designated Stock Exchange Rules and the rules and regulations of the Commission. |
NO MINIMUM SHAREHOLDING
| 142. | The Company in general meeting may fix a minimum shareholding required to be held by a Director, but unless
and until such a shareholding qualification is fixed, a Director is not required to hold Shares. |
SEAL
| 143. | The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority
of the Directors or of a committee of the Directors authorized by the Directors. Every instrument to which the Seal has been affixed shall
be signed by at least one Person who shall be either a Director or some officer or other Person appointed by the Directors for the purpose. |
| 144. | The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals
each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face
of the name of every place where it is to be used. |
| 145. | A Director or officer, representative or attorney of the Company may without further authority of the
Directors affix the Seal over his signature alone to any document of the Company required to be authenticated by him under seal or to
be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever. |
DIVIDENDS, DISTRIBUTIONS AND RESERVE
| 146. | Subject to the Statute and these Articles any rights and restrictions for the time being attached to any
Shares, the Directors may from time to time declare dividends (including interim dividends) and other distributions on Shares in issue
and authorize payment of the dividends or distributions out of the funds of the Company lawfully available therefor. No dividend or distribution
shall be paid except out of the realized or unrealized profits of the Company, or out of the share premium account or as otherwise permitted
by the Statute. |
| 147. | Except as otherwise provided by the rights attached to Shares, all dividends shall be declared and paid
according to the par value of the Shares that a Member holds. If any Share is issued on terms providing that it shall rank for dividend
as from a particular date, that Share shall rank for dividend accordingly. |
| 148. | The Directors may deduct from any dividend or distribution payable to any Member all sums of money (if
any) then payable by him to the Company on account of calls or otherwise. |
| 149. | The Directors may declare that any dividend or distribution be paid wholly or partly by the distribution
of specific assets and in particular of shares, debentures, or securities of any other company or in any one or more of such ways and
where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and fix the value
for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the
basis of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees as may seem
expedient to the Directors. |
| 150. | Any dividend, distribution, interest or other monies payable in cash in respect of Shares may be paid
by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or, in the
case of joint holders, to the registered address of the holder who is first named on the Register of Members or to such Person and to
such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of
the Person to whom it is sent. Any one of three or more joint holders may give effectual receipts for any dividends, bonuses, or other
monies payable in respect of the Share held by them as joint holders. |
| 151. | If several Persons are registered as joint holders of any Share, any of them may give effective receipts
for any dividend or other moneys payable on or in respect of the Share. |
| 152. | No dividend or distribution shall bear interest against the Company. |
| 153. | Any dividend which cannot be paid to a Member and/or which remains unclaimed after six (6) months
from the date of declaration of such dividend may, in the discretion of the Directors, be paid into a separate account in the Company’s
name, provided that the Company shall not be constituted as a trustee in respect of that account and the dividend shall remain
as a debt due to the Member. Any dividend which remains unclaimed after a period of six (6) years from the date of declaration of
such dividend shall be forfeited and shall revert to the Company. |
CAPITALIZATION
| 154. | Subject to applicable Law, the Directors may: |
| (a). | resolve to capitalise any sum standing to the credit of any of the Company’s reserve accounts or
funds (including the Share Premium Account and capital redemption reserve fund) or any sum standing to the credit of the profit and loss
account or otherwise available for distribution; |
| (b). | appropriate the sum resolved to be capitalised to the Members in proportion to the nominal amount of Shares
(whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards: |
| (i) | paying up the amounts (if any) for the time being unpaid on Shares held by them respectively, or |
| (ii) | paying up in full unissued Shares or debentures of a nominal amount equal to that sum, |
and allot the Shares or debentures,
credited as fully paid, to the Members (or as they may direct) in those proportions, or partly in one way and partly in the other, but
the Share Premium Account, the capital redemption reserve and profits which are not available for distribution may, for the purposes of
this Article, only be applied in paying up unissued Shares to be allotted to Members credited as fully paid;
| (c). | make any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalised
reserve and in particular, without limitation, where Shares or debentures become distributable in fractions the Directors may deal with
the fractions as they think fit; |
| (d). | authorise a Person to enter (on behalf of all the Members concerned) into an agreement with the Company
providing for either: |
| (i) | the allotment to the Members respectively, credited as fully paid, of Shares or debentures to which they
may be entitled on the capitalisation, or |
| (ii) | the payment by the Company on behalf of the Members (by the application of their respective proportions
of the reserves resolved to be capitalised) of the amounts or part of the amounts remaining unpaid on their existing Shares, |
and any such agreement made under this
authority being effective and binding on all those Members; and
| (e). | generally do all acts and things required to give effect to the resolution. |
| 155. | Notwithstanding any provisions in these Articles, the Directors may resolve to capitalise any sum standing
to the credit of any of the Company’s reserve accounts or funds (including the Share Premium Account and capital redemption reserve
fund) or any sum standing to the credit of the profit and loss account or otherwise available for distribution by applying such sum in
paying up in full unissued Shares to be allotted and issued to: |
| (a). | employees (including Directors) or service providers of the Company or its Affiliates upon exercise or
vesting of any options or awards granted under any share incentive scheme or employee benefit scheme or other arrangement which relates
to such Persons that has been adopted or approved by the Directors or the Members; |
| (b). | any trustee of any trust or administrator of any share incentive scheme or employee benefit scheme to
whom Shares are to be allotted and issued by the Company in connection with the operation of any share incentive scheme or employee benefit
scheme or other arrangement which relates to such Persons that has been adopted or approved by the Directors or Members; or |
| (c). | the holders of warrants issued by the Company upon the cashless exercise of such warrant in accordance
with the terms thereof. |
BOOKS OF ACCOUNT
| 156. | The Directors shall cause proper books of account to be kept with respect to all sums of money received
and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods
by the Company and the assets and liabilities of the Company. Proper books shall not be deemed to be kept if there are not kept such books
of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions. |
| 157. | The Directors shall from time to time determine whether and to what extent and at what times and places
and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members
not being Directors and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company
except as conferred by the Statute or authorized by the Directors or by the Company in general meeting. |
| 158. | The Directors may from time to time cause to be prepared and to be laid before the Company in general
meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by the
Law. |
AUDIT
| 159. | Subject to applicable Law and Designated Stock Exchange Rules, the Directors may appoint an Auditor of
the Company who shall hold office until removed from office by a resolution of the Directors. |
| 160. | The remuneration of the Auditor shall be determined by the Audit Committee or, in the absence of such
an Audit Committee, by the Board. |
| 161. | If the office of auditor becomes vacant by the resignation or death of the Auditor, or by his becoming
incapable of acting by reason of illness or other disability at a time when his services are required, the Directors shall fill the vacancy
and determine the remuneration of such Auditor. |
| 162. | Auditors of the Company shall have a right of access at all times to the books and accounts and vouchers
of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may
be necessary for the performance of the duties of the Auditors. |
| 163. | Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their
tenure of office at the next annual general meeting following their appointment and at any time during their term of office upon request
of the Directors or any general meeting of the Members. |
| 164. | The statement of income and expenditure and the balance sheet provided for by these Articles shall be
examined by the Auditor and compared by him with the books, accounts and vouchers relating thereto; and he shall make a written report
thereon stating whether such statement and balance sheet are drawn up so as to present fairly the financial position of the Company and
the results of its operations for the period under review and, in case information shall have been called for from Directors or officers
of the Company, whether the same has been furnished and has been satisfactory. The financial statements of the Company shall be audited
by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance
with generally accepted auditing standards and the report of the Auditor shall be submitted to the Audit Committee. The generally accepted
auditing standards referred to herein may be those of a country or jurisdiction other than the Cayman Islands. If so, the financial statements
and the report of the Auditor should disclose this act and name such country or jurisdiction. |
SHARE PREMIUM ACCOUNT
| 165. | The Directors shall in accordance with the Statute establish a Share Premium Account and shall carry to
the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any Share. |
| 166. | There shall be debited to any Share Premium Account on the redemption or purchase of a Share the difference
between the nominal value of such Share and the redemption or purchase price provided always that at the discretion of the Directors
such sum may be paid out of the profits of the Company or, if permitted by the Statute, out of capital. |
NOTICES
| 167. | Except as otherwise provided in these Articles, any notice or document may be served by the Company or
by the Person entitled to give notice to any Member either personally, or by posting it by airmail or by a recognized courier service
in a prepaid letter addressed to such Member at his address as appearing in the Register of Members, or by electronic mail to any electronic
mail address such Member may have specified in writing for the purpose of such service of notices, or by facsimile to any facsimile number
such Member may have specified in writing for the purpose of such service of notices, or, to the extent permitted by applicable Law, by
placing it on the Company’s Website should the Directors deem it appropriate. In the case of joint holders of a Share, all notices
shall be given to that one of the joint holders whose name stands first in the Register of Members in respect of the joint holding, and
notice so given shall be sufficient notice to all the joint holders. |
| 168. | Any notice or other document, if served by: |
| (a). | post, shall be deemed to have been served five (5) calendar days after the time when the letter containing
the same is posted; |
| (b). | facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of
a report confirming transmission of the facsimile in full to the facsimile number of the recipient; |
| (c). | recognized courier service, shall be deemed to have been served 48 hours after the time when the letter
containing the same is delivered to the courier service; |
| (d). | electronic mail, shall be deemed to have been served immediately upon the time of the transmission by
electronic mail; or |
| (e). | placing it on the Company’s Website, shall be deemed to have been served immediately upon the time
when the same is placed on the Company’s Website. |
| 169. | Any Members present, either personally or by proxy, at any meeting of the Company shall for all purposes
be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened. |
| 170. | A notice may be given by the Company to the Person or Persons which the Company has been advised are entitled
to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which are required to be
given under these Articles and shall be addressed to them by name, or by the title of representatives of the deceased, or trustee of the
bankrupt, or by any like description at the address supplied for that purpose by the Persons claiming to be so entitled, or at the option
of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred. |
| 171. | Notice of every general meeting shall be given in any manner hereinbefore authorized to every Person shown
as a Member in the Register of Members on the record date for such meeting except that in the case of joint holders the notice shall be
sufficient if given to the joint holder first named in the Register of Members and every Person upon whom the ownership of a Share devolves
by reason of his being a legal personal representative or a trustee in bankruptcy of a Member of record where the Member of record but
for his death or bankruptcy would be entitled to receive notice of the meeting, and no other Person shall be entitled to receive notices
of general meetings. |
INFORMATION
| 172. | No Member shall be entitled to require discovery of any information in respect of any detail of the Company’s
trading or any information which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the
business of the Company and which in the opinion of the Board would not be in the interests of the Members of the Company to communicate
to the public. |
| 173. | The Board shall be entitled to release or disclose any information in its possession, custody or control
regarding the Company or its affairs to any of its Members including, without limitation, information contained in the Register and transfer
books of the Company. |
WINDING UP
| 174. | If the Company shall be wound up, the liquidator may, with the sanction of a Special Resolution of the
Company and any other sanction required by the Statute, divide amongst the Members in species or in kind the whole or any part of the
assets of the Company (whether they shall consist of property of the same kind or not) and may for that purpose value any assets and determine
how the division shall be carried out as between the Members or different Classes of Members. The liquidator may, with the like sanction,
vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like
sanction, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability. |
| 175. | If the Company shall be wound up, and the assets available for distribution amongst the Members shall
be insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly as may be, the losses shall
be borne by the Members in proportion to the par value of the Shares held by them. If in a winding up the assets available for distribution
amongst the Members shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus
shall be distributed amongst the Members in proportion to the par value of the Shares held by them at the commencement of the winding
up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid
calls or otherwise. This Article is without prejudice to the rights of the holders of Shares issued upon special terms and conditions. |
INDEMNITY
| 176. | Every Director (including for the purposes of this Article any alternate Director appointed pursuant
to the provisions of these Articles), Secretary, assistant Secretary, or other officer for the time being and from time to time of the
Company (but not including the Company’s Auditors) and the personal representatives of the same (each, an “Indemnified Person”)
shall be indemnified and secured harmless against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred
or sustained by such Indemnified Person, other than by reason of such Indemnified Person’s own dishonesty, wilful default or fraud,
in or about the conduct of the Company’s business or affairs (including as a result of any mistake of judgment) or in the execution
or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs,
expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings
concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere. |
FINANCIAL YEAR
| 177. | Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31st December in
each year. |
DISCLOSURE
| 178. | The Directors, or any service providers (including the officers, the Secretary and the registered office
agent of the Company) specifically authorized by the Directors, shall be entitled to disclose to any regulatory or judicial authority
any information regarding the affairs of the Company including without limitation information contained in the Register and books of the
Company. |
TRANSFER BY WAY OF CONTINUATION
| 179. | The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction
outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance
of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister
the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and
may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company. |
MERGERS AND CONSOLIDATIONS
| 180. | The Company shall have the power to merge or consolidate with one or more other constituent companies
(as defined in the Statute) upon such terms as the Directors may determine and (to the extent required by the Statute) with the approval
of a Special Resolution. |
Exhibit 10.1
Execution Version
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
among
CHENGHE ACQUSITION CO.
SEMILUX INTERNATIONAL LTD.
and
CONTINENTAL STOCK TRANSFER & TRUST
COMPANY
Dated February 15, 2024
THIS ASSIGNMENT, ASSUMPTION
AND AMENDMENT AGREEMENT (this “Agreement”), dated February 15, 2024, is made by and among Chenghe Acquisition
Co., a Cayman Islands exempted company (“SPAC”), Semilux International Ltd., a Cayman Islands exempted company (“CayCo”),
and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant
Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated April 27, 2022, by
and between SPAC and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in
the Existing Warrant Agreement.
WHEREAS, as of the date hereof
and pursuant to the Existing Warrant Agreement, (i) SPAC issued (a) 7,750,000 Private Placement Warrants to the Sponsor and
(b) 5,750,000 Public Warrants;
WHEREAS, July 21, 2023,
SPAC, CayCo, Taiwan Color Optics, Inc., a company incorporated and in existence under the laws of Taiwan with uniform commercial
number of 25052644 and SEMILUX LTD., an exempted company incorporated with limited liability under the laws of Cayman Islands and a wholly-owned
subsidiary of CayCo (“Merger Sub”) entered into a Business Combination Agreement (as amended, modified or supplemented
from time to time, the “Business Combination Agreement”);
WHEREAS, all of the Warrants
are governed by the Existing Warrant Agreement;
WHEREAS, pursuant to which,
among other transactions, on the terms and subject to the conditions set forth therein, Merger Sub shall be merged with and into SPAC
with SPAC being the surviving company and as a direct, wholly owned subsidiary of CayCo (the “Merger”), and SPAC will
change its name to “SEMILUX LTD.” (the “Business Combination”), and holders of SPAC ordinary shares shall become
holders of ordinary shares of CayCo (the “CayCo Ordinary Shares”);
WHEREAS, upon consummation
of the Business Combination Agreement, as provided in Section 4.4 of the Existing Warrant Agreement, the Warrants will no longer
be exercisable for SPAC Class A ordinary shares but instead will be exercisable (subject to the terms of the Existing Warrant Agreement
as amended hereby) for CayCo Ordinary Shares;
WHEREAS, the board of directors
of SPAC has determined that the consummation of the transactions contemplated by the Business Combination Agreement will constitute a
Business Combination;
WHEREAS, in connection with
the Business Combination, SPAC desires to assign all of its rights, titles, interests and obligations in and under the Existing Warrant
Agreement to CayCo and CayCo wishes to accept such assignment; and
WHEREAS, Section 9.8
of the Existing Warrant Agreement provides that SPAC and the Warrant Agent may amend the Existing Warrant Agreement without the consent
of any Registered Holders as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interests
of the Registered Holders under the Existing Warrant Agreement.
NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:
| 1. | Assignment
and Assumption; Consent. |
| 1.1 | Assignment
and Assumption. As of and with effect on and from the Closing (as defined in the Business
Combination Agreement, the “Closing”), SPAC hereby assigns to CayCo all
of SPAC’s rights, titles, interests and obligations in and under the Existing Warrant
Agreement (as amended hereby); and CayCo hereby assumes, and agrees to pay, perform, satisfy
and discharge in full, as the same become due, all of SPAC’s liabilities and obligations
under the Existing Warrant Agreement (as amended hereby) arising on, from and after the Closing. |
| 1.2 | Consent.
The Warrant Agent hereby consents to (i) the assignment of the Existing Warrant Agreement
by SPAC to CayCo pursuant to Section 1.1 and the assumption of the Existing Warrant
Agreement by CayCo from SPAC pursuant to Section 1.1, in each case effective as of the
Closing, and (ii) the continuation of the Existing Warrant Agreement (as amended by
this Agreement), in full force and effect from and after the Closing. |
| 2. | Amendment
of Existing Warrant Agreement. Effective as of the Closing, SPAC and the Warrant
Agent hereby amend the Existing Warrant Agreement as provided in this Section 2,
and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth
in this Section 2 (i) are necessary and desirable and do not adversely affect
the interests of the Registered Holders under the Existing Warrant Agreement and (ii) are
to provide for the delivery of Alternative Issuance pursuant to Section 4.4 of the Existing
Warrant Agreement (in connection with the Business Combination and the transactions contemplated
by the Business Combination Agreement). |
| 2.1 | References
to the “Company”. All references to the “Company” in the Existing
Warrant Agreement (including all Exhibits thereto) shall be references to CayCo. |
| 2.2 | References
to “Class A ordinary shares”. All references to “Class A
ordinary shares” in the Existing Warrant Agreement (including all Exhibits thereto)
shall be references to CayCo Ordinary Shares. |
| 2.3 | References
to Business Combination. All references to “Business Combination” in the
Existing Warrant Agreement (including all Exhibits thereto) shall be references to the transactions
contemplated by the Business Combination Agreement, and references to “the consummation
of the Business Combination” and all variations thereof in the Existing Warrant Agreement
(including all Exhibits thereto) shall be references to the Closing. |
| 2.4 | Notice
Clause. Section 9.2 of the Existing Warrant Agreement is hereby deleted and replaced
with the following: |
“Notices. Any notice, statement
or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company
shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service
within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the
Company with the Warrant Agent), as follows:
Semilux International Ltd.
4F., No.32, Keya Rd., Daya Dist., Taichung City, Taiwan
Attn: Mr. Y.P. Chang
E-mail: ypchang@tcog.com.tw
with a copy (which shall not constitute
notice) to:
Landi Law Firm
Attention: Mr. Francis Chang
Email: FC@landilawyer.com.tw
Any notice, statement or demand authorized
by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days
after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:
Continental Stock Transfer &
Trust Company
One State Street, 30th Floor
New York, NY 10004
Attention: Compliance Department
| 3. | Miscellaneous
Provisions. |
| 3.1 | Effectiveness
of the Amendment. Each of the parties hereto acknowledges and agrees that the effectiveness
of this Agreement shall be expressly subject to the occurrence of the Business Combination
and substantially contemporaneous occurrence of the Closing and shall automatically be terminated
and shall be null and void if the Business Combination Agreement shall be terminated for
any reason. |
| 3.2 | Successors.
All the covenants and provisions of this Agreement by or for the benefit of CayCo, SPAC or
the Warrant Agent shall bind and inure to the benefit of their respective successors and
assigns. |
| 3.3 | Applicable
Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement
shall be governed in all respects by the laws of the State of New York, without giving effect
to conflicts of law principals or rules that would result in the application of the
substantive laws of another jurisdiction. Subject to applicable law, each of CayCo and SPAC
hereby agrees that any action, proceeding or claim against it arising out of or relating
in any way to this Agreement shall be brought and enforced in the courts of the State of
New York or the United States District Court for the Southern District of New York, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action,
proceeding or claim. Each of CayCo and SPAC hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing,
the provisions of this paragraph will not apply to suits brought to enforce any liability
or duty created by the Exchange Act or any other claim for which the federal district courts
of the United States of America are the sole and exclusive forum. |
Any person or entity purchasing or otherwise
acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 3.3.
If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located
within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”)
in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the
state and federal courts located within the State of New York or the United States District Court for the Southern District of New York
in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”),
and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s
counsel in the foreign action as agent for such warrant holder.
| 3.4 | Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and all such counterparts
shall together constitute but one and the same instrument. A signed copy of this Agreement
delivered by facsimile, e-mail or other means of electronic transmission shall be deemed
to have the same legal effect as delivery of an original signed copy of this Agreement. |
| 3.5 | Effect
of Headings. The section headings herein are for convenience only and are not part of
this Agreement and shall not affect the interpretation thereof. |
| 3.6 | Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term
or provision hereof shall not affect the validity or enforceability of this Agreement or
of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this
Agreement a provision as similar in terms to such invalid or unenforceable provision as may
be possible and be valid and enforceable. |
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first above written.
| CHENGHE ACQUISITION CO., as SPAC |
| | |
| By: | /s/ Shibin Wang |
| Name: Shibin Wang |
| Title: Chief Executive Officer and Director |
[Signature Page to
Assignment, Assumption and Amendment Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first above written.
| SEMILUX INTERNATIONAL LTD., as CayCo |
| | |
| By: | /s/ Yung Peng Chang |
| Name: Yung Peng Chang |
| Title: Chairman and Co-CEO |
[Signature Page to
Assignment, Assumption and Amendment Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first above written.
| CONTINENTAL STOCK TRANSFER & |
| TRUST COMPANY, as Warrant Agent |
| | |
| By: | /s/ Douglas Reed |
| Name: Douglas Reed |
| Title: Vice President of Account Administration |
[Signature Page to Assignment, Assumption
and Amendment Agreement]
Exhibit 10.2
INVESTOR RIGHTS AGREEMENT
This Investor Rights Agreement
(this “Agreement”) is entered into as of February 15, 2024 by and among:
| (i) | SEMILUX INTERNATIONAL LTD., a Cayman Islands
exempted company limited by shares (“CayCo”); |
| (ii) | Taiwan Color Optics, Inc., a company
incorporated and in existence under the Laws of Taiwan (the “Company”); |
| (iii) | Chenghe Acquisition Co., a Cayman Islands
exempted company limited by shares (“SPAC”); |
| (iv) | certain equityholders of the Company listed
on Schedule I hereto (each, a “Company Holder” and collectively,
the “Company Holders”); and |
| (v) | certain equityholders of SPAC, listed on Schedule
II hereto that will receive CayCo Ordinary Shares (as defined below) pursuant to the
transactions contemplated by the Business Combination Agreement (as defined below) (each,
a “SPAC Holder” and collectively, the “SPAC Holders,”
together with the Company Holders and any Person or entity who hereafter becomes a party
to this Agreement pursuant to Section 7.2 of this Agreement, each a “Holder”
and collectively the “Holders”). Capitalized terms used but not defined
herein shall have the respective meanings ascribed to such terms in the Business Combination
Agreement. |
RECITALS
WHEREAS, CayCo, SEMILUX LTD.
(“Merger Sub”), the Company, and SPAC have entered into that certain Business Combination Agreement, dated as of July 21,
2023 (as amended or supplemented from time to time, the “Business Combination Agreement”);
WHEREAS, CayCo and the Company
have delivered to SPAC the fully executed Phase I Restructuring Documents as of the date of this Agreement, and CayCo and the Company
will conduct and consummate the TCO Restructuring at least one (1) Business Day before the Closing Date;
WHEREAS, upon the terms and
subject to the conditions of the Business Combination Agreement and in accordance with the applicable provisions of the Companies Act
(As Revised) of the Cayman Islands, the parties thereto desire to enter into a business combination transaction, whereby immediately
after the TCO Restructuring Closing and at the Merger Effective Time, Merger Sub will merge with and into SPAC, the separate corporate
existence of Merger Sub will cease and SPAC will be the surviving corporation and a wholly owned subsidiary of CayCo (the “Merger”),
and SPAC will change its name to “SEMILUX LTD.”;
WHEREAS, the Company and the
Company Holders are parties to that certain shareholders, voting or similar agreement among the Company and any of the Company Shareholders
or among the Company Shareholders, with respect to the Company or its capital shares (the “Prior Company Agreement”);
WHEREAS, SPAC and certain of
the SPAC Holders are parties to that certain Registration and Shareholder Rights Agreement, dated April 27, 2022 (the “Prior
SPAC Agreement”);
WHEREAS, the Company and the
Company Holders desire to terminate the Prior Company Agreement in its entirety and to accept the rights created pursuant to this Agreement
in lieu of the rights granted to them under the Prior Company Agreement; and
WHEREAS, SPAC and the SPAC
Holders desire to terminate the Prior SPAC Agreement in its entirety and to accept the rights created pursuant to this Agreement in lieu
of the rights granted to them under the Prior SPAC Agreement.
NOW, THEREFORE, in consideration
of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
Article 1
DEFINITIONS
The following capitalized terms
used herein have the following meanings:
“Action”
means any charge, claim, action, complaint, petition, prosecution, audit, investigation, appeal, suit, litigation, injunction, writ,
order, arbitration or other similar proceeding initiated or conducted by a mediator, arbitrator or Governmental Authority, whether administrative,
civil, regulatory or criminal, and whether at law or in equity, or otherwise under any applicable Law.
“Addendum Agreement”
is defined in Section 7.2.
“affiliate”
of any particular Person means any other Person controlling, controlled by or under common control with such Person, where “control”
means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership
of voting securities, its capacity as a sole or managing member or otherwise. The term “control” (including
the terms “controlling,” “controlled by” and “under common control with”) means
the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or otherwise; provided, that no Holder shall be deemed an affiliate of
CayCo or any of its Subsidiaries for purposes of this Agreement and neither CayCo nor any of its Subsidiaries shall be deemed an affiliate
of any Holder for purposes of this Agreement.
“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.
“Block Trade”
means an offering and/or sale of Registrable Securities by any Holder on a block trade or underwritten basis (whether firm commitment
or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade
or similar transaction.
“Board”
means the board of directors of CayCo.
“Business Combination
Agreement” is defined in the Recitals to this Agreement.
“Business
Day” means a day on which commercial banks are open for business in New York, U.S., the Cayman Islands, Taiwan
and Hong Kong, except a Saturday, Sunday or public holiday (gazetted or non-gazetted and whether scheduled or unscheduled).
“CayCo”
is defined in the Preamble to this Agreement.
“CayCo Ordinary Share”
means an ordinary share, with par value US$0.0001 per share, of CayCo.
“Closing”
has the meaning assigned to such term in the Business Combination Agreement.
“Closing Date”
has the meaning assigned to such term in the Business Combination Agreement.
“Commission”
means the SEC, or any other Federal agency then administering the Securities Act or the Exchange Act.
“Company”
is defined in the Preamble to this Agreement.
“Company Holders”
is defined in the Preamble to this Agreement.
“Demand Registration”
is defined in Section 2.2.1.
“Demand Takedown”
is defined in Section 2.1.5(a).
“Demanding Holder”
is defined in Section 2.2.1.
“Effectiveness Period”
is defined in Section 3.1.4.
“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all
as the same shall be in effect at the time.
“Form F-1”
means a Registration Statement on Form F-1.
“Form F-1 Shelf”
has the meaning assigned to such term in Section 2.1.1.
“Form F-3”
means a Registration Statement on Form F-3 or any similar short-form registration that may be available at such time.
“Form F-3 Shelf”
has the meaning assigned to such term in Section 2.1.1.
“Governing Documents”
has the meaning assigned to such term in the Business Combination Agreement.
“Governmental Authority”
means any federal, state, provincial, municipal, local, foreign, multi-national, supra-national, government or governmental authority
or regulatory body thereof, or political subdivision thereof, or any commission, department, board, bureau, agency, instrumentality or
authority thereof, any court, tribunal, arbitrator, arbitration panel or similar judicial body or any self-regulatory organization.
“Governmental Order”
means any order, judgment, injunction, decree, writ, stipulation, determination, assessment or award (including any arbitration award),
in each case, entered by or with any Governmental Authority.
“Holder”
shall have the meaning given in the Preamble to this Agreement, for so long as such Person or entity holds any Registrable Securities.
“Holder Indemnified
Party” is defined in Section 4.1.
“Indemnification Sources”
is defined in Section 6.5.3.
“Indemnified Liabilities”
is defined in Section 6.5.1.
“Indemnified Party”
is defined in Section 4.3.
“Indemnifying Party”
is defined in Section 4.3.
“Indemnitee-Related
Entities” is defined in Section 6.5.3.
“Independent Director”
means a director who is “independent” for the purposes of the listing and corporate governance rules and regulations
of Nasdaq.
“Jointly Indemnifiable
Claims” is defined in Section 6.5.3.
“Law” means
any statute, law, ordinance, rule, regulation, directive or Governmental Order, in each case, of any Governmental Authority.
“Maximum Number of
Shares” is defined in Section 2.2.4.
“Merger”
is defined in the Recitals to this Agreement.
“Merger Effective
Time” has the meaning assigned to such term in the Business Combination Agreement.
“Merger Sub”
is defined in the Recitals to this Agreement.
“Nasdaq”
means the Nasdaq Stock Market LLC.
“Necessary Action”
means, with respect to any party and a specified result, all actions (to the extent such actions are not prohibited by applicable Law
and within such party’s control, and in the case of any action that requires a vote or other action on the part of the Board to
the extent such action is consistent with fiduciary duties that CayCo’s directors may have in such capacity) necessary to cause
such result, including (a) calling special meetings of shareholders, (b) voting or providing a written consent or proxy, if
applicable in each case, with respect to CayCo Ordinary Shares, (c) causing the adoption of shareholders’ resolutions and
amendments to CayCo’s Governing Documents, (d) executing agreements and instruments, (e) making, or causing to be made,
with Governmental Authorities, all filings, registrations or similar actions that are required to achieve such result and (f) nominating
or appointing certain Persons (including to fill vacancies) and providing the highest level of support for election of such Persons to
the Board in connection with the annual or special meeting of shareholders of CayCo.
“New Registration
Statement” is defined in Section 2.1.4.
“Notices”
is defined in Section 7.5.
“Person”
means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture,
joint stock company, Governmental Authority or instrumentality or other entity of any kind.
“Piggy-Back Registration”
is defined in Section 2.3.1.
“Prior Company Agreement”
is defined in the Recitals to this Agreement.
“Prior SPAC Agreement”
is defined in the Recitals to this Agreement.
“Pro Rata”
is defined in Section 2.2.4.
“Register,”
“Registered” and “Registration” mean a registration effected by preparing and filing a registration
statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations
promulgated thereunder, and such registration statement becoming effective.
“Registrable Securities”
means (a) any outstanding CayCo Ordinary Share or any other equity security (including CayCo Ordinary Share issued or issuable upon
the exercise of any other equity security) held by an Holder as of immediately following the Merger Effective Time, (b) any outstanding
CayCo Ordinary Shares or any other equity security (including CayCo Ordinary Shares issued or issuable upon the exercise of any other
equity security) constituting SPAC Exchange Shares (as defined in the Business Combination Agreement), (c) any outstanding CayCo
Ordinary Shares or any other equity security (including CayCo Ordinary Shares issued or issuable upon the exercise of any other equity
security) issued in connection with Company Shareholders Subscription (as defined in the Business Combination Agreement), (d) the
CayCo Warrants (including any CayCo Ordinary Share issued or issuable upon the exercise of any such CayCo Warrants) and (e) any
other equity security of CayCo or any of its Subsidiaries, or any successor, issued or issuable with respect to any such CayCo Ordinary
Share by way of a share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation,
spin-off or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease
to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective
under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged, in accordance with such Registration
Statement; (b) such securities shall have been otherwise transferred, and new certificates for such securities not bearing a legend
restricting further transfer shall have been delivered by CayCo to the transferee; (c) such securities shall have ceased to be outstanding;
(d) such securities have been sold without registration pursuant to Section 4(a)(1) of the Securities Act or Rule 144
promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission); or (e) such securities
have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.
“Registration Statement”
means a registration statement filed by CayCo with the Commission in compliance with the Securities Act and the rules and regulations
promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations exercisable or exchangeable
for, or convertible into, equity securities (other than a registration statement on Form F-4 or Form S-8, or their successors,
or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).
“Requesting Holder”
is defined in Section 2.1.5(a).
“Resale Shelf Registration
Statement” is defined in Section 2.1.1.
“SEC” means
the United States Securities and Exchange Commission.
“SEC Guidance”
is defined in Section 2.1.4.
“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the
same shall be in effect at the time.
“Selling Holders”
is defined in Section 2.1.5(a)(ii).
“SPAC” is
defined in the Preamble to this Agreement.
“SPAC Holders”
is defined in the Preamble to this Agreement.
“Sponsor”
means Chenghe Investment Co., an exempted company incorporated under the Laws of Cayman Islands.
“Sponsor Indemnitees”
is defined in Section 6.5.1.
“Sponsor
Parties” means each of the Sponsor, Qi Li, Zhiyang Zhou, Shibin Wang, Kwan Sun, Ning Ma, Robert Ewing, Kenneth Hitchner and
Zhiwei Liu and any Person to whom CayCo Ordinary Shares have been transferred and is or has become parties to this Agreement pursuant
to one of the following types of transfers (irrespective of whether a restriction on Transfer then applies): (i) Transfers of CayCo
Ordinary Shares to a trust, or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner,
parent, sibling, child or grandchild of the undersigned or any other Person with whom the undersigned has a relationship by blood, marriage
or adoption not more remote than first cousin; (ii) Transfers by will or intestate succession upon the death of the undersigned;
(iii) the Transfer of CayCo Ordinary Shares pursuant to a qualified domestic order, court order or in connection with a divorce
settlement; (iv) if the Holder is a corporation, partnership (whether general, limited or otherwise), limited liability company,
trust or other business entity, (a) Transfers to any affiliate, including another corporation, partnership, limited liability company,
trust or other business entity that controls, is controlled by or is under common control or management with the Holder, or (b) distributions
of CayCo Ordinary Shares to partners, limited liability company members or shareholders of the Holder, including, for the avoidance
of doubt, where the Holder is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by
such partnership; (v) if the Holder is a trust, Transfers to a trustor or beneficiary of the trust or to the estate of a beneficiary
of such trust; (vi) Transfers to the officers or directors of CayCo or the Sponsor or their respective affiliates; (vii) Transfers
to a nominee or custodian of a Person or entity to whom a disposition or transfer would be permissible under the foregoing clauses (i) through
(vi).
“Subsequent Shelf”
has the meaning assigned to such term in Section 2.1.3.
“Subsidiary”
means, with respect to any Person (for purposes of this definition, the “Controlling Company”), any other Person (i) of
which a majority of the outstanding voting securities or other voting equity interests, or a majority of any other interests having the
power to direct or cause the direction of the management and policies of such other Person, are owned, directly or indirectly, by the
Controlling Company and/or (ii) with respect to which the Controlling Company or its Subsidiaries is a general partner or managing
member, and, in each case of the foregoing clauses (i) and (ii), any predecessor or successor of such other Person.
“Transfer”
means to (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose
of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call
equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated
thereunder, with respect to any CayCo Ordinary Shares, (ii) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of any CayCo Ordinary Shares, whether any such transaction is to be
settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction,
including the filing of a registration statement specified in clause (i) or (ii). Notwithstanding the foregoing, a Transfer shall
not be deemed to include (x) any transfer for no consideration if the donee, trustee, heir or other transferee has agreed in writing
to be bound by the same terms under this Agreement to the extent and for the duration that such terms remain in effect at the time of
the Transfer or (y) a transfer by a Sponsor Party to another Sponsor Party.
“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s
market-making activities.
“Underwritten Demand
Registration” means an underwritten public offering of Registrable Securities pursuant to a Demand Registration, as amended
or supplemented.
“Underwritten Takedown”
means an underwritten public offering of Registrable Securities pursuant to the Resale Shelf Registration Statement, as amended or supplemented.
Article 2
REGISTRATION RIGHTS.
2.1 Resale
Shelf Registration Rights.
2.1.1
Registration Statement Covering Resale of Registrable
Securities. Within thirty (30) calendar days following the Closing Date, CayCo shall prepare and file or cause to be prepared and
filed with the Commission, a Registration Statement for a Shelf Registration on Form F-1 (the “Form F-1 Shelf”)
or a Registration Statement for a Shelf Registration on Form F-3 (the “Form F-3 Shelf”, together with the
Form F-1 Shelf, the “Resale Shelf Registration Statement”, as the case may be), if CayCo is then eligible to
use a Form F-3 Shelf, in each case, for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities
Act registering the resale from time to time by Holders of all of the Registrable Securities (determined as of two (2) Business
Days prior to such submission or filing). CayCo shall use reasonable best efforts to cause the Resale Shelf Registration Statement to
be declared effective as soon as possible after filing, but no later than the earlier of (a) the thirtieth (30th) calendar day following
the filing date hereof if the Commission notifies CayCo that it will “review” the Registration Statement, and (b) the
tenth (10th) Business Day after the date CayCo is notified (orally or in writing, whichever is earlier) by the Commission that the Registration
Statement will not be “reviewed” or will not be subject to further review, and once effective, to keep the Resale Shelf Registration
Statement continuously effective under the Securities Act at all times until the expiration of the Effectiveness Period. In the event
CayCo files a Form F-1 Shelf, CayCo shall use its commercially reasonable efforts to convert the Form F-1 Shelf (and any subsequent
Resale Shelf Registration Statement) to a Form F-3 Shelf as soon as practicable after CayCo is eligible to use a Form F-3 Shelf.
CayCo’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.2.
2.1.2
Notification and Distribution of Materials. CayCo
shall notify the Holders in writing of the effectiveness of the Resale Shelf Registration Statement and shall furnish to them, without
charge, such number of copies of the Resale Shelf Registration Statement (including any amendments, supplements and exhibits), the Prospectus
contained therein (including each preliminary prospectus and all related amendments and supplements) and any documents incorporated by
reference in the Resale Shelf Registration Statement or such other documents as the Holders may reasonably request in order to facilitate
the sale of the Registrable Securities in the manner described in the Resale Shelf Registration Statement.
2.1.3
Amendments and Supplements. Subject to the provisions
of Section 2.1.1 above, CayCo shall promptly prepare and file with the Commission from time to time such amendments and supplements
to the Resale Shelf Registration Statement and Prospectus used in connection therewith, as may be necessary to keep the Resale Shelf
Registration Statement effective and to comply with the provisions of the Securities Act, with respect to the disposition of all the
Registrable Securities during the Effectiveness Period. If a Resale Shelf Registration Statement ceases to be effective under the Securities
Act for any reason at any time while Registrable Securities are still outstanding, CayCo shall use commercially reasonable efforts to
as promptly as is reasonably practicable (a) cause such Resale Shelf Registration Statement to again become effective under the
Securities Act (including using commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness
of such Resale Shelf Registration Statement), (b) amend such Resale Shelf Registration Statement in a manner reasonably expected
to result in the withdrawal of any order suspending the effectiveness of such Resale Shelf Registration Statement, or (c) prepare
and file an additional Resale Shelf Registration Statement (a “Subsequent Shelf”) registering the resale of all Registrable
Securities (determined as of two (2) Business Days prior to such filing), and pursuant to any method or combination of methods legally
available to, and requested by, any Holder named therein. If a Subsequent Shelf is filed pursuant to this Section 2.1.3,
CayCo shall use commercially reasonable efforts to (a) cause such Subsequent Shelf to become effective under the Securities Act
as promptly as is reasonably practicable after the filing thereof, and (b) keep such Subsequent Shelf continuously effective, available
for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities.
Any such Subsequent Shelf shall be on Form F-3 to the extent that CayCo is eligible to use such form, and shall be an automatic
shelf registration statement as defined in Rule 405 promulgated under the Securities Act if CayCo is a well-known, seasoned issuer
as defined in Rule 405 promulgated under the Securities Act, at the most recent applicable eligibility determination date. CayCo’s
obligation under this Section 2.1.3, shall, for the avoidance of doubt, be subject to Section 3.2.
2.1.4 Change
in Registration. Notwithstanding the registration obligations set forth in this Section 2.1, in the event the Commission
informs CayCo that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale
as a secondary offering on a single registration statement, CayCo agrees to promptly (i) inform each of the holders thereof and
use its commercially reasonable efforts to file amendments to the Resale Shelf Registration Statement as required by the Commission and/or
(ii) withdraw the Resale Shelf Registration Statement and file a new registration statement (a “New Registration Statement”),
in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form F-3 or
such other form available, to register for resale the Registrable Securities as a secondary offering; provided, however,
that prior to filing such amendment or New Registration Statement, CayCo shall be obligated to use its commercially reasonable efforts
to advocate with the Commission for the registration of all of the Registrable Securities in accordance with any publicly-available,
written or oral guidance; comments; requirements or requests of the Commission staff (the “SEC Guidance”), including
without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement,
if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration
Statement as a secondary offering (and notwithstanding that CayCo used diligent efforts to advocate with the Commission for the registration
of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities,
the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis, based
on the total number of Registrable Securities held by the Holders, and subject to a determination by the Commission that certain Holders
must be reduced first, based on the number of Registrable Securities held by such Holders. In the event that CayCo amends the Resale
Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, CayCo
will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided
to CayCo or to registrants of securities in general, one or more registration statements on Form F-3 or such other form available,
to register for resale those Registrable Securities that were not registered for resale on the Resale Shelf Registration Statement, as
amended, or the New Registration Statement.
2.1.5
Notice of Certain Events. CayCo shall promptly notify
the Holders in writing of any request by the Commission for any amendment or supplement to, or additional information in connection with,
the Resale Shelf Registration Statement required to be prepared and filed hereunder (or Prospectus relating thereto). CayCo shall promptly
notify each Holder, in writing, of the filing of the Resale Shelf Registration Statement or any Prospectus, amendment or supplement related
thereto, or any post-effective amendment to the Resale Shelf Registration Statement, and of the effectiveness of any post-effective amendment.
(a) If
CayCo shall receive a request from the holders of Registrable Securities with an estimated market value of at least US$10 million (the
requesting holder(s) shall be referred to herein as the (“Requesting Holder”)) that CayCo effect the Underwritten
Takedown of all or any portion of the Requesting Holder’s Registrable Securities, and specifying the intended method of disposition
thereof, then CayCo shall promptly give notice of such requested, Underwritten Takedown (each such request shall be referred to herein
as a (“Demand Takedown”)) at least ten (10) Business Days prior to the anticipated filing date of the prospectus
or supplement relating to such Demand Takedown to the other Holders, and thereupon shall use its reasonable, best efforts to effect,
as expeditiously as possible, the offering in such Underwritten Takedown of:
(i) subject
to the restrictions set forth in Section 2.2.4, all Registrable Securities for which the Requesting Holder has requested
such offering under Section 2.1.5(a), and
(ii) subject
to the restrictions set forth in Section 2.2.4, all other Registrable Securities that any holders of Registrable Securities
(all such holders, together with the Requesting Holder, the “Selling Holders”) have requested CayCo to offer by request,
received by CayCo within seven (7) Business Days after such holders receive CayCo’s notice of the Demand Takedown, all to
the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities
so to be offered.
(b) Promptly
after the expiration of the seven (7)-Business Day-period referred to in Section 2.1.5(a)(ii), CayCo will notify all Selling
Holders of the identities of the other Selling Holders and the number of Registrable Securities requested to be included therein.
(c) CayCo
shall only be required to effectuate no more than three (3) Underwritten Takedowns in any twelve (12)-month period, after giving
effect to Section 2.2.1.
(d) If
the managing underwriter in an Underwritten Takedown advises CayCo and the Requesting Holder(s) that, in its view, the number of
shares of Registrable Securities requested to be included in such underwritten offering exceeds the largest number of shares that can
be sold without having an adverse effect on such offering, including the price at which such shares can be sold, the shares included
in such Underwritten Takedown will be reduced by the Registrable Securities held by the Selling Holders (applied on a pro rata
basis, based on the total number of Registrable Securities held by such Holders, subject to a determination by the Commission that certain
Holders must be reduced first, based on the number of Registrable Securities held by such Holders).
2.1.6 Selection
of Underwriters. The initiating Selling Holders shall have the right to select an Underwriter or Underwriters in connection with
such Underwritten Takedown, which Underwriter or Underwriters selected shall be reasonably acceptable to CayCo. In connection with an
Underwritten Takedown, CayCo shall enter into customary agreements (including an underwriting agreement in customary form) and take such
other actions as are reasonably required, in order to expedite or facilitate the disposition of the Registrable Securities in such Underwritten
Takedown, including, if necessary, the engagement of a “qualified independent underwriter” in connection with the qualification
of the underwriting arrangements with the Financial Industry Regulatory Authority, Inc.
2.1.7 Registrations
effected pursuant to this Section 2.1 shall not be counted as Demand Registrations effected pursuant to Section 2.2.
2.1.8 Block
Trades. If a Demanding Holder wishes to consummate a Block Trade (on either a Commission registered or non-registered basis), then
notwithstanding the time periods and piggyback rights otherwise provided herein, such Demanding Holder shall, if it would like the assistance
of CayCo, endeavor to give CayCo sufficient advance notice in order to prepare the appropriate documentation for such transaction. Such
Demanding Holder, if requesting a Commission registered underwritten Block Trade, (1) shall give CayCo written notice of the transaction
and the anticipated launch date of the transaction at least two (2) Business Days prior to the anticipated launch date of the transaction,
(2) CayCo shall be required to only notify the other Demanding Holders of the transaction and none of the other Holders, (3) the
other Demanding Holders shall have one (1) Business Day prior to the launch of the transaction to determine if they wish to participate
in the Block Trade, and (4) CayCo shall include in the Block Trade only shares held by the Demanding Holders. Any Registration effected
pursuant to this Section 2.1.8 shall not be counted as Demand Registrations effected pursuant to Section 2.2,
but shall be deemed an Underwritten Takedown, and within the cap on Underwritten Takedowns provided in Section 2.1.5(c).
The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one
or more reputable, nationally recognized investment banks).
2.2 Demand
Registration.
2.2.1 Request
for Registration. At any time, and from time to time after the Merger Effective Time, if any, (i) the SPAC Holders who hold
at least fifteen per cent (15%) of the Registrable Securities held by all SPAC Holders or (ii) Company Holders who hold US$20 million
of the Registrable Securities held by all Company Holders, as the case may be, may make a written demand for Registration under the Securities
Act of all or any portion of their Registrable Securities on Form F-1 or any similar, long-form Registration or, if then available,
on Form F-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as a “Demand
Registration”. Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to
be sold and the intended method(s) of distribution thereof. CayCo will, within five (5) days of its receipt of the Demand Registration,
notify all Holders that are holders of Registrable Securities of the demand, and each such holder of Registrable Securities who wishes
to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares
of Registrable Securities in such registration, a “Demanding Holder”) shall so notify CayCo within five (5) days
after the receipt by the holder of the notice from CayCo. Upon any such request, the Demanding Holders shall be entitled to have their
Registrable Securities included in the Demand Registration, subject to Section 2.2.4 and the provisos set forth in Section 3.1.1.
CayCo shall not be obligated to effect: (a) more than one (1) Demand Registration during any six (6)-month period; (b) any
Demand Registration at any time there is an effective Resale Shelf Registration Statement on file with the Commission pursuant to Section 2.1;
(c) more than four (4) Underwritten Demand Registrations in respect of all Registrable Securities held by the SPAC Holders,
provided that if the Registrable Securities sought to be included in the Registration pursuant to this Section 2.2.1
are not fully included in such Registration for any reason other than solely due to the action or inaction of the Holders including Registrable
Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant
to this Section 2.2.1 or (d) more than four (4) Underwritten Demand Registrations in respect of all Registrable
Securities held by the Holders, provided that if the Registrable Securities sought to be included in the Registration pursuant
to this Section 2.2.1 are not fully included in such Registration for any reason other than solely due to the action or inaction
of the Holders, including Registrable Securities, in such Registration, then such Registration shall not be deemed to constitute one
of the Registration rights granted pursuant to this Section 2.2.1.
2.2.2 Effective
Registration. A Registration will not count as a Demand Registration unless and until (i) the Registration Statement filed with
the Commission with respect to such Demand Registration has been declared effective by the Commission and (ii) CayCo has complied
with all of its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration
Statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by
any stop order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to
such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction
is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue
the offering; provided, further, that CayCo shall not be obligated to file a second Registration Statement until a Registration
Statement that has been filed is counted as a Demand Registration or is terminated.
2.2.3 Underwritten
Offering. If the Demanding Holders so elect and such holders so advise CayCo as part of their written demand for a Demand Registration,
the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering with
an estimated market value of at least US$10 million. In such an event, the right of any holder to include its Registrable Securities
in such registration shall be conditioned upon such holder’s participation in such underwriting, and the inclusion of such holder’s
Registrable Securities in the underwriting, to the extent provided herein. All Demanding Holders proposing to distribute their Registrable
Securities through such underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters
selected for such underwriting by the holders initiating the Demand Registration, and subject to the approval of CayCo, provided
that such approval shall not be withheld by CayCo unreasonably.
2.2.4
Reduction of Offering. If the managing Underwriter
or Underwriters for a Demand Registration that is to be an underwritten offering advises CayCo and the Demanding Holders in writing that
the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other
CayCo Ordinary Shares or other securities which CayCo desires to sell and CayCo Ordinary Shares, if any, as to which registration has
been requested pursuant to written contractual piggy-back registration rights held by other shareholders of CayCo who desire to sell,
exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed
offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum
number of shares, as applicable, the (“Maximum Number of Shares”)), then CayCo shall include in such registration:
(i) the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in accordance
with the number of shares that each such Person has requested be included in such registration, regardless of the number of shares held
by each such Person (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding
the Maximum Number of Shares; (ii) to the extent that the Maximum Number of Shares has not been reached under the foregoing clause
(i), CayCo Ordinary Shares or other securities that CayCo desires to sell that can be sold without exceeding the Maximum Number of Shares;
(iii) to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), CayCo
Ordinary Shares or other securities for the account of other Persons that CayCo is obligated to register pursuant to written contractual
arrangements with such Persons, as to which “piggy-back” registration has been requested by the holders thereof, Pro Rata,
that can be sold without exceeding the Maximum Number of Shares.
2.2.5 Withdrawal.
If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of
their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering
by giving written notice to CayCo and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the
Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding
Holders withdraws from a proposed offering relating to a Demand Registration, then either the Demanding Holders shall reimburse CayCo
for the costs associated with the withdrawn registration (in which case such registration shall not count as a Demand Registration provided
for in Section 2.2) or the withdrawn registration shall count as a Demand Registration provided for in Section 2.2.
2.3 Piggy-Back
Registration.
2.3.1 Piggy-Back
Rights. If CayCo proposes to file a Registration Statement under the Securities Act with respect to an offering of equity
securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by CayCo for
its own account or for shareholders of CayCo for their account (or by CayCo and by shareholders of CayCo) including, without limitation,
pursuant to Section 2.1, other than a Registration Statement (i) filed in connection with any employee stock option
or other benefit plan, (ii) for an exchange offer or offering of securities solely to CayCo’s existing shareholders, (iii) for
an offering of debt that is convertible into equity securities of CayCo, (iv) filed on Form F-4, related to any merger, acquisition
or business combination, (v) for a dividend reinvestment plan or (vi) filed in connection with a Block Trade by one or more
holders of Registrable Securities in accordance with Section 2.1.8, then CayCo shall (x) give written notice of such
proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the
anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended
method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer
to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities
as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”).
CayCo shall cause such Registrable Securities to be included in such Piggy-Back Registration and shall use its reasonable efforts to
cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to
be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of CayCo, and to permit the sale
or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders
of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or
Underwriters shall enter into an underwriting agreement in customary form, with the Underwriter or Underwriters selected for such Piggy-Back
Registration.
2.3.2 Reduction
of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises
CayCo and the holders of Registrable Securities in writing that the dollar amount or number of CayCo Ordinary Shares which CayCo desires
to sell, taken together with CayCo Ordinary Shares, if any, as to which registration has been demanded pursuant to written contractual
arrangements with Persons other than the holders of Registrable Securities hereunder and the Registrable Securities as to which registration
has been requested under this Section 2.3, exceeds the Maximum Number of Shares, then CayCo shall include in any such registration:
(a) If
the Registration is undertaken for CayCo’s account: (i) CayCo Ordinary Shares or other securities that CayCo desires to sell
that can be sold without exceeding the Maximum Number of Shares; and (ii) to the extent that the Maximum Number of Shares has not
been reached under the foregoing clause (i), CayCo Ordinary Shares or other securities, if any, comprised of Registrable Securities,
as to which registration has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of Shares,
Pro Rata; and (iii) to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and
(ii), CayCo Ordinary Shares or other securities for the account of other persons that CayCo is obligated to register pursuant to written
contractual piggy-back registration rights with such Persons and that can be sold without exceeding the Maximum Number of Shares; and
(b) If
the registration is a “demand” registration undertaken at the demand of Persons other than either the holders of Registrable
Securities, (i) CayCo Ordinary Shares or other securities for the account of the demanding Persons that can be sold without exceeding
the Maximum Number of Shares; (ii) to the extent that the Maximum Number of Shares has not been reached under the foregoing clause
(i), CayCo Ordinary Shares or other securities that CayCo desires to sell that can be sold without exceeding the Maximum Number of Shares;
(iii) to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), CayCo
Ordinary Shares or other securities, if any, comprised of Registrable Securities, Pro Rata, as to which registration has been
requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of Shares; and (iv) to the extent
that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii) and (iii), CayCo Ordinary Shares or
other securities for the account of other Persons that CayCo is obligated to register, pursuant to written contractual arrangements with
such Persons, that can be sold without exceeding the Maximum Number of Shares.
2.3.3 Withdrawal.
Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any
Piggy-Back Registration by giving written notice to CayCo of such request to withdraw, prior to the effectiveness of the Registration
Statement. CayCo (whether on its own determination or as the result of a withdrawal by Persons making a demand pursuant to written contractual
obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement. Notwithstanding
any such withdrawal, CayCo shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back
Registration, as provided in Section 3.3.
2.3.4 Unlimited
Piggy-Back Rights. For purposes of clarity, any Registration effected pursuant to Section 2.3 hereof shall not be counted
as a Registration pursuant to a Demand Registration effected under Section 2.2 hereof, and there shall be no limit on the
number of Piggy-Back Registrations.
Article 3
REGISTRATION PROCEDURES.
3.1
Filings; Information. Whenever CayCo is
required to effect the registration of any Registrable Securities pursuant to Article 2 or effecting an underwritten Block
Trade, CayCo shall use its reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with
the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:
3.1.1 Filing
Registration Statement. CayCo shall use its reasonable best efforts to, as expeditiously as possible after receipt of a request for
a Demand Registration pursuant to Section 2.2, prepare and file with the Commission a Registration Statement on any form
for which CayCo then qualifies or which counsel for CayCo shall deem appropriate and which form shall be available for the sale of all
Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall
use its reasonable best efforts to cause such Registration Statement to become effective and use its reasonable best efforts to keep
it effective for the Effectiveness Period; provided, however, that CayCo shall have the right to defer any Demand Registration
for up to sixty (60) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any Demand Registration
to which such Piggy-Back Registration relates, in each case if CayCo shall furnish to the holders a certificate signed by the Chief Executive
Officer or Chairman of CayCo stating that, in the good faith judgment of the Board, it would be materially detrimental to CayCo and its
shareholders for such Registration Statement to be effected at such time.
3.1.2 Limitations.
CayCo shall not have the right to exercise the right set forth in the immediately preceding section on more than one occasion for more
than sixty (60) total days during any twelve (12)-month period.
3.1.3 Copies.
CayCo shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to
the holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies of such Registration
Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits
thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary
prospectus), and such other documents as the holders of Registrable Securities included in such registration or legal counsel for any
such holders may request in order to facilitate the disposition of the Registrable Securities owned by such holders.
3.1.4 Amendments
and Supplements. CayCo shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements
to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement
effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by
such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration
Statement or such securities have been withdrawn (the “Effectiveness Period”).
3.1.5 Notification.
After the filing of a Registration Statement, CayCo shall promptly, and in no event more than two (2) Business Days after the occurrence
of any of the events set forth in this section, notify the holders of Registrable Securities included in such Registration Statement
of such filing, and shall further notify such holders promptly and confirm such advice in writing in all events: (i) when such Registration
Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the
issuance or threatened issuance by the Commission of any stop order (and CayCo shall take all actions required to prevent the entry of
such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such Registration
Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation
of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such
Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading. CayCo shall promptly make available to the holders of
Registrable Securities included in such Registration Statement any such supplement or amendment prepared in connection with the immediate
preceding proviso; provided that before filing with the Commission a Registration Statement or prospectus or any amendment or
supplement thereto, including documents incorporated by reference, CayCo shall furnish to the holders of Registrable Securities included
in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed sufficiently
in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon.
3.1.6 Securities
Laws Compliance. CayCo shall use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by
the Registration Statement under such securities or “blue sky” Laws of such jurisdictions in the United States as the holders
of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request
and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered
with or approved by such other Governmental Authorities as may be necessary by virtue of the business and operations of CayCo and do
any and all other acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that CayCo shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to
qualify but for this paragraph or subject itself to taxation in any such jurisdiction.
3.1.7 Agreements
for Disposition. CayCo shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form)
and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities.
The representations, warranties and covenants of CayCo in any underwriting agreement which are made to or for the benefit of any Underwriters,
to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities included in such registration
statement, and the representations, warranties and covenants of the holders of Registrable Securities included in such registration statement
in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made
to and for the benefit of CayCo.
3.1.8 Comfort
Letter. CayCo shall obtain a “cold comfort” letter from CayCo’s independent registered public accountants or auditor
in the event of an underwritten offering, in customary form and covering such matters of the type customarily covered by “cold
comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the
participating holders.
3.1.9 Opinions.
On the date the Registrable Securities are delivered for sale pursuant to any Registration, CayCo shall obtain an opinion, dated such
date, of one (1) counsel representing CayCo for the purposes of such Registration, addressed to the holders, the placement agent
or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which
such opinion is being given as the holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily
included in such opinions, and reasonably satisfactory to a majority in interest of the participating holders.
3.1.10 Cooperation.
The principal executive officer of CayCo, the principal financial officer of CayCo, the principal accounting officer of CayCo and all
other officers and members of the management of CayCo shall cooperate fully in any offering of Registrable Securities hereunder, which
cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other
offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential Holders.
3.1.11 Records.
Upon execution of confidentiality agreements, CayCo shall make available for inspection by the holders of Registrable Securities included
in such Registration Statement, any Underwriter participating in any disposition pursuant to such registration statement and any attorney,
accountant or other professional retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter,
all financial and other records, pertinent corporate documents and properties of CayCo, as shall be necessary to enable them to exercise
their due diligence responsibility, and cause CayCo’s officers, directors and employees to supply all information requested by
any of them in connection with such Registration Statement.
3.1.12 Earnings
Statement. CayCo shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available
to its shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, which earnings statement
shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
3.1.13 Listing.
CayCo shall use its reasonable best efforts to cause all Registrable Securities included in any Registration Statement to be listed on
such exchanges or otherwise designated for trading in the same manner as similar securities issued by CayCo are then listed or designated.
3.1.14 Market
Stand-Off. In connection with any underwritten offering of equity securities of CayCo (other than a Block Trade) in which a Holder
participates, such Holder agrees that it shall not Transfer any CayCo Ordinary Shares or other equity securities of CayCo (other than
those included in such offering pursuant to this Agreement), without the prior written consent of CayCo, during the ninety (90)-day period
(or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly
permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent. Each Holder agrees
to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and
conditions as all such Holders); provided that, such agreement shall not be materially more restrictive than any similar agreement
entered into by the directors and executive officers of CayCo participating in such underwritten offering; provided, further,
that such agreement shall provide that any early release of any Holder from the provisions of the terms of such agreement shall be on
a pro rata basis among all Holders.
3.2 Obligation
to Suspend Distribution. Upon receipt of any notice from CayCo of the occurrence of any event of the kind described in Section 3.1.5,
or, upon any suspension by CayCo, pursuant to a written insider trading compliance program adopted by the Board, of the ability of all
“insiders” covered by such program to transact in CayCo’s securities because of the existence of material non-public
information, each holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable
Securities, pursuant to the Registration Statement covering such Registrable Securities, until such holder receives the supplemented
or amended prospectus contemplated by Section 3.1.5 or the restriction on the ability of “insiders” to transact
in CayCo’s securities is removed, as applicable, and, if so directed by CayCo, each such holder will deliver to CayCo all copies,
other than permanent file copies then in such holder’s possession, of the most recent prospectus covering such Registrable Securities
at the time of receipt of such notice.
3.3 Registration
Expenses. Except as set forth in Section 2.2.5, CayCo shall bear all costs and expenses incurred in connection with
the Resale Shelf Registration Statement pursuant to Section 2.1, any Demand Registration pursuant to Section 2.1,
any Demand Takedown pursuant to Section 2.1.5(a)(i), any Piggy-Back Registration pursuant to Section 2.3, and
all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement
becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance
with securities or “blue sky” Laws (including fees and disbursements of counsel in connection with blue sky qualifications
of the Registrable Securities); (iii) printing expenses; (iv) CayCo’s internal expenses (including, without limitation,
all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the
Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees
and disbursements of counsel for CayCo and fees and expenses for independent certified public accountants retained by CayCo; (viii) the
fees and expenses of any special experts retained by CayCo in connection with such registration, and (ix) the fees and expenses
of one legal counsel selected by the holders of a majority-in-interest of the Registrable Securities included in such registration. CayCo
shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold
by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten
offering, all selling shareholders and CayCo shall bear the expenses of the Underwriter pro rata in proportion to the respective
amount of shares each is selling in such offering.
3.4 Information.
The holders of Registrable Securities shall promptly provide such information as may reasonably be requested by CayCo, or the managing
Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto,
in order to effect the registration of any Registrable Securities under the Securities Act and in connection with CayCo’s obligation
to comply with Federal and applicable state securities Laws.
Article 4
INDEMNIFICATION AND CONTRIBUTION.
4.1 Indemnification
by CayCo. CayCo agrees to indemnify and hold harmless each Holder and each other holder of Registrable Securities, and each of
their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls
an Holder and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) (each, a “Holder Indemnified Party”), from and against any expenses, losses, judgments, claims,
damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of
a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the
Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment
or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material
fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by CayCo of the Securities
Act or any rule or regulation promulgated thereunder applicable to CayCo and relating to action or inaction required of CayCo in
connection with any such registration; and CayCo shall promptly reimburse the Holder Indemnified Party for any legal and any other expenses
reasonably incurred by such Holder Indemnified Party in connection with investigating and defending any such expense, loss, judgment,
claim, damage, liability or Action; provided, however, that CayCo will not be liable in any such case to the extent that
any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement
or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus,
or any such amendment or supplement, in reliance upon and in conformity with information furnished to CayCo, in writing, by such selling
Holder expressly for use therein, or is based on any selling Holder’s violation of the federal securities Laws (including Regulation
M) or failure to sell the Registrable Securities in accordance with the plan of distribution contained in the prospectus.
4.2 Indemnification
by Holders of Registrable Securities. Each selling Holder of Registrable Securities will, in the event that any registration
is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify
and hold harmless CayCo, each of its directors and officers, and each other selling Holder and each other Person, if any, who controls
another selling Holder within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether
joint or several, insofar as such losses, claims, judgments, damages or liabilities (or Actions in respect thereof) arise out of or are
based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which
the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary
prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or
are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement
therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing
to CayCo by such selling Holder expressly for use therein, or is based on any selling Holder’s violation of the federal securities
Laws (including Regulation M) or failure to sell the Registrable Securities in accordance with the plan of distribution contained in
the prospectus, and shall reimburse CayCo, its directors and officers, and each other selling Holder or controlling Person for any legal
or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability
or Action. Each selling Holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the
amount of any net proceeds actually received by such selling Holder.
4.3 Conduct
of Indemnification Proceedings. Promptly after receipt by any Person of any notice of any loss, claim, damage or liability or
any Action in respect of which indemnity may be sought pursuant to Sections 4.1 or 4.2, such Person (the “Indemnified
Party”) shall, if a claim in respect thereof is to be made against any other Person for indemnification hereunder, notify such
other Person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or Action; provided,
however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from
any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying
Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or Action
brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or Action, and, to
the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory
to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the
defense of such claim or Action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses
subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided,
however, that in any Action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified
Party shall have the right to employ separate counsel (but no more than one such separate counsel, which counsel is reasonably acceptable
to the Indemnifying Party) to represent the Indemnified Party and its controlling Persons who may be subject to liability arising out
of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses
of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation
of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any
claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could
have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified
Party from all liability arising out of such claim or proceeding.
4.4 Contribution.
4.4.1 If
the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified
Party in respect of any loss, claim, damage, liability or Action referred to herein, then each such Indemnifying Party, in lieu of indemnifying
such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage,
liability or Action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying
Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or Action, as well as any other
relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
4.4.2 The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4.2 were determined
by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred
to in the immediately preceding Section 4.4.1.
4.4.3 The
amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or Action referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such
Indemnified Party in connection with investigating or defending any such Action or claim. Notwithstanding the provisions of this Section 4.4,
no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after
payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable Securities
which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
Article 5
RE-SALE RIGHT AND RULE 144 REPORTING
5.1 Re-Sale
Right. CayCo shall, at its own cost, use its best efforts to assist the Holder in the sale or disposition of, and to enable
the Holder to sell under Rule 144, the maximum number of its Registrable Securities, including, without limitation: (a) the
prompt delivery of applicable instruction letters to CayCo’s transfer agent to remove legends from the Holder’s share certificates,
(b) causing the prompt delivery of appropriate legal opinions from CayCo’s counsel in forms reasonably satisfactory to the
Holder’s counsel, (c) if CayCo has depositary receipts listed or traded on any exchange or inter-dealer quotation system,
(i) the prompt delivery of instruction letters to CayCo’s share registrar and depositary agent to convert the Holder’s
securities into depositary receipts or vice versa, or similar instruments to be deposited in or transfer out of the Holder’s brokerage
account(s), (ii) the prompt payment of all costs and fees related to such depositary facility, including conversion fees and maintenance
fees for Registrable Securities held by the Holder, and (iii) taking any and all other steps necessary to facilitate the conversion
into depositary receipts or similar instruments (for the avoidance of doubt, CayCo shall not be obligated to pay any American depositary
share issuance or transfer fees or expenses and stock transfer taxes in relation to any sale or disposition of the Registrable Securities).
5.2 Rule 144
Reporting. CayCo agrees to: (a) make and keep public information available, as those terms are understood and defined
in Rule 144, at all times; (b) file with the SEC in a timely manner all reports and other documents required of CayCo under
the Securities Act and the Exchange Act; and (c) furnish to the Holder promptly upon request (i) a written statement by CayCo
as to its compliance with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, or its qualification
as a registrant whose securities may be resold pursuant to Form F-3 (at any time after it so qualifies), (ii) a copy of the
most recent annual or quarterly report of CayCo, and (iii) such other reports and documents of CayCo as the Holder may reasonably
request in availing itself of any rule or regulation of the SEC that permits the selling of any such securities without registration
or pursuant to Form F-3.
Article 6
GOVERNANCE
6.1 Board
of Directors.
6.1.1 Composition
of the Board. At and following the Closing, each Holder, severally and not jointly, agrees with CayCo to take all Necessary Action
to cause (x) the Board to be comprised of five (5) directors (provided that, the Board may, pursuant to unanimous resolution,
increase the size of the Board from time to time); (y) one (1) of whom should be nominated by the Sponsor (the “Sponsor
Directors”); and (z) at least three (3) of whom shall be Independent Directors. The Chairperson of the Board of Directors
of CayCo shall serve in such capacity in accordance with the terms of CayCo’s Governing Documents.
6.1.2 Sponsor
Representation. So long as the Sponsor Parties beneficially own any CayCo Ordinary Shares, CayCo shall take all Necessary Action
to cause the individuals nominated by the Sponsor for election as directors pursuant to this Agreement to be elected at the applicable
meetings of shareholders of CayCo.
6.1.3 Other
Directors. All other directors not nominated pursuant to Section 6.1.2 shall be nominated by the Nominating and Corporate
Governance Committee and approved by the Board or as required by applicable Law; provided that, at least three (3) of whom
shall be Independent Directors.
6.1.4 Removal;
Vacancies. The Sponsor shall have the exclusive right to (a) remove its nominees from the Board, and CayCo shall take all Necessary
Action to cause the removal of any such nominee at the request of the Sponsor and (b) designate directors for election or appointment,
as applicable, to the Board to fill vacancies created by reason of death, removal or resignation of its nominees to the Board, and CayCo
shall take all Necessary Action to nominate or cause the Board to appoint, as applicable, replacement directors designated by the Sponsor
to fill any such vacancies created pursuant to clause (a) or (b) above as promptly as practicable after such designation (and
in any event prior to the next meeting or action of the Board or applicable committee).
6.1.5 Committees.
In accordance with CayCo’s Governing Documents, (i) the Board shall establish and maintain committees of the Board for (x) Audit,
(y) Compensation and (z) Nominating, and (ii) the Board may from time to time by resolution establish and maintain other
committees of the Board. Subject to applicable Laws and stock exchange regulations, and subject to requisite independence requirements
applicable to such committee, for so long as the Sponsor Parties beneficially own any CayCo Ordinary Shares, unless the Sponsor Parties
otherwise agree in writing, CayCo shall take, and each Holder, severally and not jointly, agrees with CayCo and the Sponsor to take,
all Necessary Action to have one (1) Sponsor Director appointed to serve on each committee of the Board.
6.1.6 Reimbursement
of Expenses. CayCo shall reimburse the directors for all reasonable, out-of-pocket expenses incurred in connection with their attendance
at meetings of the Board and any committees thereof, including travel, lodging and meal expenses.
6.1.7 Indemnification;
Amendments. For so long as any Sponsor Director serves as a director of CayCo, (i) CayCo shall provide such Sponsor Director
with the same expense reimbursement, benefits, indemnity, exculpation and other arrangements provided to the other directors of CayCo,
(ii) CayCo shall not amend, alter or repeal any right to indemnification or exculpation covering or benefiting any Sponsor Director
nominated pursuant to this Agreement as and to the extent consistent with applicable Law, CayCo’s Governing Documents and any indemnification
agreements with directors (whether such right is contained in the Governing Documents or another document) (except to the extent such
amendment or alteration permits CayCo to provide broader indemnification or exculpation rights on a retroactive basis than permitted
prior thereto), and (iii) CayCo’s Governing Documents if the purpose of such amendment, alteration, repeal or waiver is to
adversely affects the rights or obligations of the Sponsor or the Sponsor Director under to this Agreement.
6.2 CayCo
Cooperation; Policies.
6.2.1 CayCo
shall take all Necessary Action to cause the Board to consist of the number of directors specified in Section 6.1 and to
include in the slate of nominees to be voted upon by the shareholders of CayCo the Persons designated for nomination to the Board in
accordance with this Section 6.1. CayCo shall use the same level of efforts and provide the same level of support as is used
and/or provided for the other director nominees of CayCo with respect to the applicable meeting of shareholders or action by written
consent.
6.2.2 For
so long as any Sponsor Director is serving or participating on the Board, (i) CayCo shall not implement or maintain any trading
policy, equity ownership guidelines (including with respect to the use of Rule 10b5-1 plans and preclearance or notification to
CayCo of any trades in CayCo’s securities) or similar guideline or policy with respect to the trading of securities of CayCo that
applies to any shareholder of CayCo in its capacity as such or any shareholder’s affiliates (including a policy that limits, prohibits,
or restricts any shareholder of CayCo or its affiliates from entering into any hedging or derivative arrangements), in each case other
than any director designee of such shareholder (including in respect of the Sponsor, the Sponsor Directors) solely in his or her individual
capacity, (ii) any share ownership requirement for the Sponsor Directors serving on the Board will be deemed satisfied by the securities
owned by the Sponsor, the Sponsor Parties and/or their respective affiliates and under no circumstances shall any of such policies, procedures,
processes, codes, rules, standards and guidelines impose any restrictions on the transfers of securities by the Sponsor, the Sponsor
Parties or their respective affiliates, and (iii) under no circumstances shall any policy, procedure, code, rule, standard or guideline
applicable to the Board be violated by any Sponsor Director (x) accepting an invitation to serve on another board of directors of
a company whose principal lines(s) of business do not compete with the principal line(s) of business of CayCo or failing to
notify an officer or director of CayCo prior to doing so, (y) receiving compensation from the Sponsor or its affiliates, or (z) failing
to offer his or her resignation from the Board except as otherwise expressly provided in this Agreement, and, in each case of this Section 6.2.2(i),
(ii) and (iii), it is agreed that any such policies in effect from time to time that purport to impose terms inconsistent
with this Section 6.2.2 shall not apply to the extent inconsistent with this Section 6.2.2.
6.3 Sharing
of Information. To the extent permitted by antitrust, competition or any other applicable Law, each of CayCo and the Holders
agrees and acknowledges that the directors designated by the Sponsor may share confidential, non-public information about CayCo and its
Subsidiaries (“Confidential Information”) with the Sponsor Parties. Each Sponsor Party recognizes that it, or its
affiliates and representatives, has acquired or will acquire Confidential Information the use or disclosure of which could cause CayCo
substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate. Accordingly, each
Sponsor Party covenants and agrees with CayCo that it will not (and will cause its respective controlled affiliates and representatives
not to) at any time, except with the prior written consent of CayCo, directly or indirectly, disclose any Confidential Information known
to it to any third party, unless (a) such information becomes known to the public through no fault of such party, (b) disclosure
is required by applicable Law (including any filing following the Closing with the Commission pursuant to applicable securities Laws)
or court of competent jurisdiction or requested by a governmental or regulatory authority; provided that, (other than in the case
of any required filing following the Closing with the Commission, or in connection with any routine audit or examination as described
below) such Sponsor Party promptly notifies CayCo of such requirement or request, and takes commercially reasonable steps, at the sole
cost and expense of CayCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes
available to such Sponsor Party before, on or after the Closing, without restriction, from a source (other than CayCo) without any breach
of duty to CayCo or (d) such information was independently developed by such Sponsor Party, its affiliates or its representatives
without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Agreement shall prohibit any Sponsor
Party from disclosing Confidential Information (x) to any affiliate or representative of such Sponsor Party, or any limited partner,
member or shareholder of any of the foregoing, provided that, such Person shall be bound by an obligation of confidentiality with
respect to such Confidential Information, and such Sponsor Party shall be responsible for any breach of this Section 6.3
by any such Person, or (y) if such disclosure is made to a governmental or regulatory authority with jurisdiction over such Sponsor
Party in connection with a routine audit or examination that is not specifically directed at CayCo or the Confidential Information, provided
that, such Sponsor Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information
shall be deemed to be provided to any Person, including any affiliate of the Sponsor Parties unless such Confidential Information is
actually provided to such Person.
6.4 Other
Business Opportunities.
6.4.1 The
parties expressly acknowledge and agree that to the fullest extent permitted by applicable Law: (i) the Sponsor (including (a) its
affiliates, (b) any portfolio company in which it or any of its affiliates or investment fund affiliates have made a debt or equity
investment (and vice versa), or (c) any of their respective limited partners, non-managing members (or other similar, direct or
indirect investors) and the director nominees of the foregoing) has the right to, and shall have no duty (fiduciary, contractual or otherwise)
not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those
engaged in the same or similar business activities or lines of business as CayCo or any of its Subsidiaries or deemed to be competing
with CayCo or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder
of any other Person, with no obligation to offer to CayCo or any of its Subsidiaries, or any other Holder or holder of share capital
of CayCo the right to participate therein; (ii) the Sponsor (including (a) its affiliates, (b) any portfolio company in
which it or any of its affiliates or investment fund affiliates have made a debt or equity investment (and vice versa) or (c) any
of their respective limited partners, non-managing members (or other similar, direct or indirect investors) and the director nominees
of the foregoing) may invest in, or provide services to, any Person that directly or indirectly competes with CayCo or any of its Subsidiaries;
and (iii) in the event that the Sponsor (including (a) its affiliates, (b) any portfolio company in which it or any of
its affiliates or investment fund affiliates have made a debt or equity investment (and vice versa) or (c) any of their respective
limited partners, non-managing members (or other similar, direct or indirect investors) or any director nominee of the foregoing, respectively)
acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo or any of its
Subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity
to CayCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCo, as the case may be, and, notwithstanding
any provision of this Agreement to the contrary, shall not be liable to CayCo or any of its Subsidiaries or any other Holder or holder
of share capital of CayCo (or its respective affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the
fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person
or does not present such opportunity to CayCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCo (or
its respective affiliates). For the avoidance of doubt, the parties acknowledge that this paragraph is intended to disclaim and renounce,
to the fullest extent permitted by applicable Law, any right of CayCo or any of its Subsidiaries or any Holder, with respect to the matters
set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by
Law.
6.4.2 Each
of the parties hereby, to the fullest extent permitted by applicable Law:
(a) confirms
that none of the Sponsor nor any of its affiliates have any duty to CayCo or any of its Subsidiaries or to any other Holder other than
the specific covenants and agreements set forth in this Agreement;
(b) acknowledges
and agrees that (a) in the event of any conflict of interest between CayCo or any of its Subsidiaries, on the one hand, and any
of the Sponsor or any of its affiliates (or any director nominee of the foregoing acting in his or her capacity as such), on the other
hand, the Sponsor or such applicable affiliates (or any director nominee of the foregoing acting in his or her capacity as a director)
may act in its best interest, and (b) none of the Sponsor or any of its affiliates or any director nominee of the foregoing acting
in his or her capacity as a director or observer, shall be obligated (1) to reveal to CayCo or any of its Subsidiaries confidential
information belonging to or relating to the business of such Person or any of its affiliates, or (2) to recommend or take any action
in its capacity as a direct or indirect shareholder or director, as the case may be, that prefers the interest of CayCo or its Subsidiaries
over the interest of such Person; and
(c) waives
any claim or cause of action against any of the Sponsor and any of its affiliates, and any officer, employee, agent or affiliate of any
such Person that may from time to time arise in respect of a breach by any such Person of any duty or obligation disclaimed under this
Section 6.4.
6.4.3 Each
of the parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 6.4
shall not apply to any alleged claim or cause of action against any of the Sponsor, based upon the breach or non-performance by such
Person of this Agreement or any other agreement to which such Person is a party.
6.4.4 The
provisions of this Section 6.4, to the extent that they restrict the duties and liabilities of any of the Sponsor or its
affiliates or any director nominee of the foregoing otherwise existing at law or in equity, are agreed by the parties to replace such
other duties and liabilities of the Sponsor or any of its affiliates or any director nominee of the foregoing to the fullest extent permitted
by applicable Law.
6.5 Indemnification;
Exculpation.
6.5.1 As
an inducement for the Sponsor to enter into this Agreement and approve the transactions contemplated by the Business Combination Agreement,
subject in each case to restrictions under applicable Law, CayCo will, and CayCo will cause each of its Subsidiaries to, jointly and
severally indemnify, exonerate and hold the Sponsor and its direct and indirect partners, equityholders, members, managers, affiliates,
directors, officers, shareholders, fiduciaries, managers, controlling Persons, employees, representatives and agents and each of the
partners, equityholders, members, affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of
each of the foregoing (collectively, the “Sponsor Indemnitees”) free and harmless from and against any and all Actions,
liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees
and expenses) incurred by the Sponsor Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified
Liabilities”), arising out of any Action arising directly or indirectly out of, or in any way relating to, (i) any Sponsor’s
or its affiliates’ ownership of equity securities of CayCo or any of its Subsidiaries or control of or ability to influence CayCo
or any of its Subsidiaries (other than any such Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise out
of any breach of this Agreement by such Sponsor Indemnitee or its affiliates or other related Persons or, subject to applicable Law,
the breach of any fiduciary or other duty or obligation of such Sponsor Indemnitee to its direct or indirect equityholders, creditors
or affiliates, (y) to the extent such control or the ability to control CayCo or any of its Subsidiaries derives from such Sponsor’s
or its affiliates’ capacity as an officer or director of CayCo or any of its Subsidiaries, or (z) to the extent such Indemnified
Liabilities are directly caused by such Person’s willful misconduct), (ii) the business, operations, properties, assets or
other rights or liabilities of CayCo or any of its Subsidiaries, or (iii) any services provided prior to, on or after the date of
this Agreement by any Sponsor or its affiliates to CayCo any of its Subsidiaries; provided, however, that if and to the
extent that the foregoing undertaking may be unavailable or unenforceable for any reason, CayCo will, and will cause its Subsidiaries
to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable
Law. For the purposes of this Section 6.5, none of the circumstances described in the limitations contained in the proviso
in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction
to such effect, in which case to the extent any such limitation is so determined to apply to any Sponsor Indemnitee as to any previously
advanced indemnity payments made by CayCo or any of its Subsidiaries, then such payments shall be promptly repaid by such Sponsor Indemnitee
to CayCo and its Subsidiaries. The rights of any Sponsor Indemnitee to indemnification hereunder will be in addition to any other rights
any such Person may have under any other agreement or instrument to which such Sponsor Indemnitee is or becomes a party or is or otherwise
becomes a beneficiary or under Law or under the Governing Documents of CayCo or its Subsidiaries.
6.5.2 CayCo
will, and will cause each of its Subsidiaries to, jointly and severally, reimburse any Sponsor Indemnitee for all reasonable costs and
expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred in
connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Sponsor Indemnitee
would be entitled to indemnification under the terms of this Section 6.5, or any action or proceeding arising therefrom,
whether or not such Sponsor Indemnitee is a party thereto. CayCo or its Subsidiaries, in the defense of any Action for which a Sponsor
Indemnitee would be entitled to indemnification under the terms of this Section 6.5, may, without the consent of such Sponsor
Indemnitee, consent to the entry of any judgment or enter into any settlement, if and only if, it (i) includes as a term
thereof the giving by the claimant or plaintiff therein to such Sponsor Indemnitee of an unconditional release from all liability with
respect to such Action, (ii) does not impose any limitations (equitable or otherwise) on such Sponsor Indemnitee, and (iii) does
not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Sponsor Indemnitee, and
provided that, the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by
CayCo or its Subsidiaries.
6.5.3 CayCo
acknowledges and agrees that CayCo shall, and to the extent applicable shall cause its Subsidiaries to, be fully and primarily responsible
for the payment to any Sponsor Indemnitee in respect of Indemnified Liabilities in connection with any Jointly Indemnifiable Claims (as
defined below), pursuant to and in accordance with (as applicable) the terms of (i) CayCo’s Governing Documents, each as amended,
(ii) any director indemnification agreement, (iii) this Agreement, any other agreement between CayCo or any of its Subsidiaries
and such Sponsor Indemnitee (or its affiliates) pursuant to which such Sponsor Indemnitee is indemnified, (v) the Laws of the jurisdiction
of incorporation or organization of any Subsidiary of CayCo, and/or (vi) the Governing Documents of CayCo’s Subsidiaries ((i) through
(vi) above, collectively, the “Indemnification Sources”), irrespective of any right of recovery such Sponsor
Indemnitee (or its affiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee
benefit plan or other enterprise (other than CayCo, any of its Subsidiaries or the insurer under and pursuant to any insurance policy
of CayCo or any of its Subsidiaries) from whom such Sponsor Indemnitee may be entitled to indemnification with respect to which, in whole
or in part, CayCo or any of its Subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related
Entities”). Under no circumstance shall CayCo or any of its Subsidiaries be entitled to any right of subrogation or contribution
by the Indemnitee-Related Entities and no right of advancement or recovery any Sponsor Indemnitee may have from the Indemnitee-Related
Entities shall reduce or otherwise alter the rights of such Sponsor Indemnitee or the obligations of CayCo or any of its Subsidiaries
under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Sponsor Indemnitee
in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) CayCo shall, and to the extent applicable shall
cause its Subsidiaries to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written
demand from such Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by CayCo and/or any of its Subsidiaries
pursuant to clause (x), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding
balance of such payment to all of the rights of recovery of the Sponsor Indemnitee against CayCo and/or any of its Subsidiaries, as applicable,
and (z) such Sponsor Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary
to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively
to bring suit to enforce such rights. Each party hereto agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries
with respect to this Section 6.5, entitled to enforce this Section 6.5.3 as though each such Indemnitee-Related
Entity were a party to this Agreement. CayCo shall cause each of its Subsidiaries to perform the terms and obligations of this Section 6.5.3
as though each such Subsidiary were a party to this Agreement. For purposes of this Section 6.5.3, the term (“Jointly
Indemnifiable Claims”) shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which
any Sponsor Indemnitee shall be entitled to indemnification from both (1) CayCo and/or any of its Subsidiaries, pursuant to the
Indemnification Sources, on the one hand, and (2) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related
Entity and such Sponsor Indemnitee (or its affiliates), pursuant to which such Sponsor Indemnitee is indemnified, the Laws of the jurisdiction
of incorporation or organization of any Indemnitee-Related Entity and/or the Governing Documents of any Indemnitee-Related Entity, on
the other hand.
6.5.4 In
no event shall any Sponsor Indemnitee be liable to CayCo or any of its Subsidiaries for any act, alleged act, omission or alleged omission
that does not constitute willful misconduct or fraud of such Sponsor Indemnitee as determined by a final, non-appealable determination
of a court of competent jurisdiction.
6.5.5 Notwithstanding
anything to the contrary contained in this Agreement, for purposes of this Section 6.5, the term Sponsor Indemnitees shall
not include any Sponsor or its any of its partners, equityholders, members, affiliates, directors, officers, fiduciaries, managers, controlling
Persons, employees and agents or any of the partners, equityholders, members, affiliates, directors, officers, fiduciaries, managers,
controlling Persons, employees and agents of any of the foregoing who is an officer or director of CayCo or any of its Subsidiaries in
such capacity as officer or director. Such officers and directors are or will be subject to separate indemnification in such capacity
through this Agreement and/or the Governing Documents and other agreements and instruments of CayCo and its Subsidiaries (including as
contemplated in Section 6.1).
6.5.6 The
rights of any Sponsor Indemnitee to indemnification pursuant to this Section 6.5 will be in addition to any other rights
any such Person may have under any other section of this Agreement or any other agreement or instrument to which such Sponsor Indemnitee
is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Documents of CayCo and its Subsidiaries.
Article 7
MISCELLANEOUS.
7.1 Other
Registration Rights and Arrangements. SPAC represents and warrants that no Person, other than a SPAC Holder has any right to
require CayCo to register any of CayCo Ordinary Shares for sale or to include CayCo Ordinary Shares in any registration filed by CayCo
for the sale of shares for its own account or for the account of any other Person. The Company represents and warrants that no Person,
other than a Company Holder has any right to require CayCo to register any of CayCo Ordinary Shares for sale or to include CayCo Ordinary
Shares in any registration filed by CayCo for the sale of shares for its own account or for the account of any other Person. The Company
and the Company Holders hereby terminate the Prior Company Agreement, which shall be of no further force and effect and is hereby superseded
and replaced in its entirety by this Agreement. SPAC and the SPAC Holders hereby terminate the Prior SPAC Agreement, which shall be of
no further force and effect and is hereby superseded and replaced in its entirety by this Agreement.
7.2 Assignment;
No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of CayCo hereunder may not be assigned or
delegated by CayCo in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities
hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any permitted
transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure
to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and
their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any Persons that
are not party hereto other than as expressly set forth in Article 4, Section 6.1.7, Section 6.5
and this Section 7.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such
a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed
and delivered to CayCo a properly completed agreement, to be bound by the terms of this Agreement substantially in form, attached hereto
as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to CayCo, no later than
thirty (30) days following the date of the transfer, written notification of such transfer setting forth the name of the transferor,
the name and address of the transferee, and the number of Registrable Securities so transferred. The execution of an Addendum Agreement
shall constitute a permitted amendment of this Agreement.
7.3 Amendments
and Modifications. Upon the written consent of CayCo, the Holders of at least a majority in interest of the Registrable Securities
at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or
any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the
foregoing, any amendment or modification hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity
as a holder of share capital of CayCo, in a manner that is materially different from the other Holders (in such capacity) shall require
the consent of the Holder so affected; provided, further, that any amendment or modification to, or waiver of, Article 6
(including with respect to any defined term as used therein, whether or not such defined term is defined therein) that adversely
affects any right granted to the Sponsor (including with respect to the Sponsor Director) shall require the prior written consent of
the Sponsor. No course of dealing between any holder or CayCo and any other party hereto or any failure or delay on the part of a holder
or CayCo in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any holder
or CayCo. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude
the exercise of any other rights or remedies hereunder or thereunder by such party.
7.4 Term.
This Agreement shall terminate upon the earlier of (i) the tenth (10th) anniversary of the date of this Agreement or (ii) the
date as of which (a) all of the Registrable Securities have been sold, pursuant to a Registration Statement (but in no event prior
to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor
rule promulgated thereafter by the Commission)) or (b) the holders of all Registrable Securities are permitted to sell the
Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities
sold or the manner of sale; provided, further, that with respect to any Holder, such Holder will have no rights under this Agreement
and all obligations of CayCo to such Holder under this Agreement shall terminate upon the earliest date (x) such Holder ceases to
hold any Registrable Securities and (y) such Holder is permitted to sell the Registrable Securities under Rule 144 (or any
similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale; provided,
further, that notwithstanding the foregoing, the provisions of Article 6 (including with respect to any defined term
as used therein, whether or not such defined term is defined therein) shall terminate on the date upon which the Sponsor no longer has
the right to nominate or designate any individual to serve as a director of CayCo (including pursuant to Section 6.1.4).
Notwithstanding anything herein to the contrary, the provisions of Section 6.1.7(ii), Section 6.4, Section 6.5
and Article 7 (including with respect to any defined term as used therein, whether or not such defined term is defined
therein) shall survive, and remain in full force and effect following, any termination of this Agreement.
7.5 Notices.
All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”) required
or permitted to be given hereunder, or which are given with respect to this Agreement, shall be in writing and shall be deemed given
(a) when delivered personally by hand (with written confirmation of receipt by other than automatic means, whether electronic or
otherwise), (b) when sent by email (with no automated reply, such as an out-of-office notification, no mail undeliverable notification
or other rejection notice), or (c) one (1) Business Day following the day sent by an internationally recognized overnight courier
(with written confirmation of receipt), in each case, at the following addresses or email addresses (or to such other address or email
address as a party may have specified by notice given to the other party pursuant to this provision):
If to CayCo:
Taiwan Color Optics, Inc.
4F., No.32, Keya Rd., Daya Dist., Taichung City, Taiwan
Attention: Mr. Y.P.
Chang, President
Email: ypchang@tcog.com.tw
with a copy (which will not constitute actual or constructive
notice) to:
Landi Law Firm
Attention: Mr. Francis
Chang
Email: FC@landilawyer.com.tw
If to a Holder, to the address
set forth under such Holder’s signature to this Agreement or to such Holder’s address as found in CayCo’s books and
records.
7.6 Governing
Law; Jurisdiction. This Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Agreement
(whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement
of this Agreement, shall be governed by and construed in accordance with the Laws of the State of New York without regard to the conflicts
of law principles thereof that would subject such matter to the Laws of another jurisdiction. All legal proceedings arising under the
Laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any federal court sitting
in the Borough of Manhattan of The City of New York, provided, however, that if such federal court does not have jurisdiction
over such legal proceedings, they shall be heard and determined exclusively in the Supreme Court of the State of New York, Commercial
Division, sitting in the Borough of Manhattan of The City of New York (and any appellate court therefrom). Each of the parties hereto
agrees that mailing of process or other papers in connection with any such legal proceedings in the manner provided in Section 7.5
or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties
hereto hereby (i) submits to the exclusive jurisdiction of the aforesaid courts for the purpose of any legal proceeding arising
under the Laws of the State of New York out of or relating to this Agreement brought by any party hereto, and (ii) irrevocably waives,
and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any legal proceeding with respect to this Agreement
and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and
the rights and obligations arising hereunder any claim that it is not personally subject to the jurisdiction of the aforesaid courts
for any reason other than the failure to serve process in accordance with this Section 7.6.
7.7 WAIVER
OF TRIAL BY JURY. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LEGAL REQUIREMENTS WHICH CANNOT BE WAIVED, EACH OF THE PARTIES AND
ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES
ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT, EACH OTHER TRANSACTION
AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS, AND FOR ANY COUNTERCLAIM RELATING THERETO, IN EACH CASE WHETHER NOW EXISTING
OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY
NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS. FURTHERMORE, NO PARTY
NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION
OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.
7.8
Entire Agreement. This Agreement (including
all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the
entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations,
understandings, negotiations and discussions between the parties, whether oral or written, including without limitation the Prior Company
Agreement and the Prior SPAC Agreement.
7.9
Severability. If any provision of this
Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain
in full force and effect. The parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable
in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this
Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify
this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision
giving effect to the intent of the parties.
7.10
Headings; Counterparts. The headings in
this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision
of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
7.11
Specific Performance. The parties agree that irreparable damage
for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties hereto do not
perform the provisions of this Agreement in accordance with its specified terms or otherwise breach or threaten to breach such provisions.
The parties acknowledge and agree that the parties hereto shall be entitled, in addition to any other remedy to which they are entitled
at law or in equity, to an injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of
this Agreement and to enforce specifically the terms and provisions hereof. Without limiting the foregoing, each of the parties agrees
that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that (i) there
is adequate remedy at law, or (ii) an award of specific performance is not an appropriate remedy for any reason at law or in equity.
Any party seeking an order or injunction to prevent breaches or threatened breaches and to enforce specifically the terms and provisions
of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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SEMILUX INTERNATIONAL LTD. |
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By: |
/s/ Chang Yung Peng |
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Name: |
CHANG YUNG PENG |
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Title: |
CHAIRMAN |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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TAIWAN COLOR OPTICS, INC. |
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By: |
/s/ Chang Yung Peng |
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Name: |
CHANG YUNG PENG |
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Title: |
PRESIDENT |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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CHENGHE ACQUISITION CO. |
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By: |
/s/ Shibin Wang |
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Name: |
Shibin Wang |
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Title: |
Chief Executive Officer and Director |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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CHENGHE INVESTMENT CO. |
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By: |
/s/ Qi Li |
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Name: |
Qi Li |
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Title: |
Director |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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SHIBIN WANG |
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/s/ Shibin Wang |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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ZHIYANG ZHOU |
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/s/ Zhiyang Zhou |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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KWAN SUN |
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/s/ Kwan Sun |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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NING MA |
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/s/ Ning Ma |
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IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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ZHIWEI LIU |
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/s/ Zhiwei Liu |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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KENNETH HITCHNER |
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/s/ Kenneth Hitchner |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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ROBERT EWING |
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/s/ Robert Ewing |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 吳水泉 |
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Name: 吳水泉 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 陳登鴻 |
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Name: 陳登鴻 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 許玲瑀 |
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Name: 許玲瑀 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 周怡君 |
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Name: 周怡君 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 李建忠 |
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Name: 第一創業投資股份有限公司 李建忠 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 陳靜怡 |
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Name: 陳靜怡 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 王文昱 |
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Name: 王文昱 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 王暐寧 |
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Name: 王暐寧 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 陳思廷 |
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Name: 陳思廷 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 廖士傑 |
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Name: 廖士傑 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 廖政傑 |
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Name: 廖政傑 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 王紀勛 |
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Name: 王紀勛 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 鍾明佑 |
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Name: 鍾明佑 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 李仲軒 |
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Name: 李仲軒 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 陳佩君 |
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Name: 陳佩君 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 林育佳 |
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Name: 林育佳 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 陳文佳 |
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Name: 陳文佳 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 謝承穎 |
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Name: 謝承穎 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 王俊琪 |
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Name: 王俊琪 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 王彥程 |
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Name: 王彥程 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 王蔡誠 |
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Name: 王蔡誠 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 何俊賢 |
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Name: 何俊賢 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 林淑華 |
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Name: 林淑華 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 林榮俊 |
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Name: 林榮俊 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 徐秀真 |
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Name: 徐秀真 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 翁美玲 |
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Name: 翁美玲 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 張申朋 |
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Name: 張申朋 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 陳政欣 |
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Name: 陳政欣 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 陳美蓮 |
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Name: 陳美蓮 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 黃美鳳 |
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Name: 黃美鳳 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 黃國胤 |
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Name: 黃國胤 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 楊子賢 |
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Name: 楊子賢 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 楊文寬 |
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Name: 楊文寬 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 楊進忠 |
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Name: 楊進忠 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 董修武 |
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Name: 董修武 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 蔡友正 |
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Name: 蔡友正 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 蔡金宗 |
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Name: 蔡金宗 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 蕭安廷 |
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Name: 蕭安廷 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 薛梧平 |
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Name: 薛梧平 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 顏雅鳳 |
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Name: 顏雅鳳 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 魏郁峰 |
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Name: 魏郁峰 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 王淑玲 |
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Name: 王淑玲 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 林榮俊 |
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Name: 弘興事業股份有限公司 林榮俊 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 廖本朝 |
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Name: 廖本朝 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 林美鳳 |
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Name: 林美鳳 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 黃俊傑 |
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Name: 黃俊傑 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 林朝厚 |
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Name: 林朝厚 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 王志峰 |
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Name: 王志峰 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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/s/ 陳亮州 |
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HOLDER: |
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/s/ 張朝河 |
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HOLDER: |
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/s/ 吳志略 |
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Name: 吳志略 |
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HOLDER: |
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/s/ 王雅嵐 |
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HOLDER: |
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/s/ 王亦欣 |
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Name: 王亦欣 |
IN WITNESS WHEREOF, the parties
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HOLDER: |
|
|
|
|
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/s/ 王家洺 |
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Name: 王家洺 |
IN WITNESS WHEREOF, the parties
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|
HOLDER: |
|
|
|
|
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/s/ 王家宏 |
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Name: 王家宏 |
IN WITNESS WHEREOF, the parties
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written above.
|
HOLDER: |
|
|
|
|
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/s/ 陳信安 |
|
Name: 陳信安 |
IN WITNESS WHEREOF, the parties
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written above.
|
HOLDER: |
|
|
|
|
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/s/ 林孟安 |
|
Name: 林孟安 |
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|
HOLDER: |
|
|
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|
|
/s/ 張世欣 |
|
Name: 張世欣 |
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|
HOLDER: |
|
|
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|
|
/s/ 黃佩瑜 |
|
Name: 黃佩瑜 |
IN WITNESS WHEREOF, the parties
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written above.
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HOLDER: |
|
|
|
|
|
/s/ 王志峰 |
|
Name: 怡峰投資有限公司 王志峰 |
IN WITNESS WHEREOF, the parties
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written above.
|
HOLDER: |
|
|
|
|
|
/s/ 徐秀真 |
|
Name: 朋宇投資有限公司 徐秀真 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
|
HOLDER: |
|
|
|
|
|
/s/ 黃國胤 |
|
Name: 加沛投資有限公司 黃國胤 |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
|
HOLDER: |
|
|
|
|
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/s/ Chang Yung Peng |
|
Name: Clariscope Ventures Group Ltd. |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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HOLDER: |
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|
|
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/s/ Alan Wang |
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Name: Lucidity Investments Group Ltd. |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
|
HOLDER: |
|
|
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|
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/s/ Chun-Nien Liu |
|
Name: Monilux Global Group |
IN WITNESS WHEREOF, the parties
have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
|
VIENNA MANAGEMENT HOLDINGS LTD.:: |
|
|
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/s/ TONG LAI PENG, LYNETTE |
|
Name: TONG LAI PENG, LYNETTE |
SCHEDULE I
COMPANY HOLDERS
SCHEDULE II
SPAC HOLDERS
EXHIBIT A
Addendum Agreement
This Addendum Agreement (“Addendum
Agreement”) is executed on , 20 ,
by the undersigned (the “New Holder”) pursuant to the terms of that certain Investor Rights Agreement dated as of ,
20 (the “Agreement”), by and among CayCo and the other parties thereto, as such Agreement
may be amended, supplemented or otherwise modified from time to time. Capitalized terms used but not defined in this Addendum Agreement
shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Addendum Agreement, the New Holder
agrees as follows:
1. Acknowledgment.
New Holder acknowledges that New Holder is acquiring certain CayCo Ordinary Shares (the “Shares”) as a transferee of
such Shares from a party in such party’s capacity as a holder of Registrable Securities under the Agreement, and after such transfer,
New Holder shall be considered an “Holder” and a holder of Registrable Securities for all purposes under the Agreement.
2. Agreement.
New Holder hereby (a) agrees that the Shares shall be bound by and subject to the terms of the Agreement and (b) adopts the
Agreement with the same force and effect as if the New Holder were originally a party thereto.
3. Notice.
Any notice required or permitted by the Agreement shall be given to New Holder at the address or facsimile number listed below New Holder’s
signature below.
NEW HOLDER: |
|
ACCEPTED AND AGREED |
Print Name: |
|
|
SEMILUX INTERNATIONAL LTD. |
|
|
|
Exhibit 99.1
Semilux International Ltd. and Taiwan Color
Optics, Inc., a Taiwan-based provider of LiDAR and ADB components and solutions, together with Chenghe Acquisition Co. Announce Closing
of Business Combination
Taipei, February 15, 2024 -- Chenghe Acquisition
Co. (“Chenghe”), a special purpose acquisition company, today announced the completion of its previously announced business
combination (the “Business Combination”), with Taiwan Color Optics, Inc. (“TCO”), a Taiwan-based provider of LiDAR
and ADB components and solutions, and their newly formed holding company, Semilux International Ltd. (“Semilux”), a Cayman
Islands exempted company with limited liability. Ordinary shares of Semilux International Ltd. are expected to commence trading on the
Nasdaq Capital Market under the ticker symbol “SELX” on February 16, 2024. The Business Combination was approved at a special
meeting of Chenghe’s stockholders on February 2, 2024. Upon the closing of the Business Combination, trading of Chenghe’s
Class A ordinary shares and units will cease.
“We are pleased to announce the closing
of the Business Combination and would like to express our sincere gratitude to all of our stakeholders for their support during the process,”
said Dr. Yung-Peng Chang, Chairman of the Board, Director and Co-Chief Executive Officer of Semilux. “For 14 years, TCO has provided
laser modules and components across various sectors. Now, we're capitalizing on the autonomous vehicle market, advancing our LiDAR and
ADB technologies to meet the industry's growing demand for safety standards. The Business Combination’s completion is expected to
enhance our global brand and expand our U.S. customer base. Eager to seize market opportunities through collaborations with leading OEMs
and Tier-1s, Semilux intends to leverage Taiwan’s semiconductor ecosystem to deliver global, high-quality, cost-effective product
to improve its growth and deliver sustainable shareholder value.”
“We are excited to have completed the Business
Combination with TCO and Semilux and look forward to witnessing more technological breakthroughs and Semilux’s transformative impact
on the autonomous vehicle market,” said Mr. Richard Qi Li, Chairman of Chenghe Acquisition Co. “With its innovative LiDAR
& ADB solutions and strong partnerships with the world’s leading OEM and Tier-1 suppliers, we believe that the company is well
positioned to continue growing its business and deliver sustainable shareholder returns. We are thrilled about the future opportunities
and look forward to working with Semilux as it embarks on its journey as a public company.”
Advisors
Ogier and Ross Law Group, PLLC acted as the legal
advisor for Semilux. Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, is serving as financial advisor
and lead capital markets advisor to Chenghe Acquisition Co. White & Case, Lee and Li, Attorneys-at-Law and Maples and Calder (Hong
Kong) LLP acted as the legal advisors to Chenghe. Landi Law Firm acted as the legal advisor to TCO.
About Semilux International Ltd. and Taiwan
Color Optics, Inc.
Semilux is domiciled in the Cayman Islands and
operates through its subsidiaries, TCO and Semilux Ltd., a Cayman Islands exempted company with limited liability. TCO is an optical
and 3D sensing technology company that is primarily involved in the customization, design and supply of optical components and integrated
chip for various industries including autonomous driving, intelligent lighting, as well as unmanned aerial vehicles. In collaboration
with its clients, TCO conceptualizes and produces high precision optics and sensing modules that are specifically customized to clients’
needs for ease of integration in overall design and production. Applications for TCO’s products include automotive laser headlight
systems, adaptive driving beams (ADB) as well as light detection and autonomous driving systems (LiDAR). More information can be found
at: http://www.semilux.com.
About Chenghe Acquisition Co.
Chenghe is a blank check company incorporated
on April 7, 2021 as a Cayman Islands exempted company with limited liability for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination with one or more businesses.
No Offer or Solicitation
This press release does not constitute an offer
to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws
of any such jurisdiction.
Forward-Looking Statements
This press release contains, and certain oral
statements made by representatives of Chenghe, TCO and Semilux and their respective affiliates, from time to time may contain, “forward-looking
statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.
Chenghe, TCO’s and Semilux’s actual results may differ from their expectations, estimates and projections and consequently,
you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”
“may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,”
“might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These
forward-looking statements include, without limitation, statements regarding commencement of trading on Nasdaq, the failure to realize
the anticipated benefits of the Business Combination, the expected use of proceeds, Semilux’s continued growth and expansion and
its ability to deliver value to customers and investors, along with those other risks described under the heading “Risk Factors”
in the definitive proxy statement/prospectus filed by Semilux with the Securities and Exchange Commission (the “SEC”) on January
12, 2024, and those that are included in any of Semilux’s and Chenghe’s future filings with the SEC. These forward-looking
statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most
of these factors are outside of the control of Semilux, Chenghe and/or TCO and are difficult to predict. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated
or anticipated by such forward-looking statements. Readers are cautioned not to place undue reliance upon any forward-looking statements,
which speak only as of the date made. Each of Chenghe, Semilux and TCO undertake no obligation to update forward-looking statements to
reflect events or circumstances after the date they were made except as required by law or applicable regulation.
For investor and media inquiries, please contact:
Semilux International Ltd.
Investor Relations Department
Email:
IR@semilux.com
Chenghe Acquisition Co.
38 Beach Road #29-11
South Beach Tower
Singapore 189767
Ascent Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com
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