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): December 22, 2023 (December 22, 2023)
Chenghe Acquisition I Co.
(Exact Name of Registrant as Specified in its Charter)
Cayman Islands |
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001-41246 |
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98-1605340 |
(State
or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
|
|
|
|
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38 Beach Road #29-11
South Beach Tower
Singapore |
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189767 |
(Address of Principal Executive Offices) |
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(Zip
Code) |
Registrant’s telephone number,
including area code: (+65) 9851 8611
LatAmGrowth SPAC
(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:
| x | 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 Securities Exchange
Act of 1934:
Title of each class |
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Trading Symbol(s) |
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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 |
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LATGU |
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The Nasdaq Stock Market LLC |
Class
A ordinary shares, par value $0.0001 per share |
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LATG |
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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.
Item 1.01 Entry Into A Material Definitive Agreement.
Business
Combination Agreement
On December 22, 2023, Chenghe Acquisition I. Co., a Cayman Islands
exempted company (the “SPAC”), entered into a Business Combination Agreement (the “Business Combination Agreement”)
with FST Corp., a Cayman Islands exempted company limited by shares (“CayCo”), FST Merger Ltd., a Cayman Islands exempted
company limited by shares and a direct wholly owned subsidiary of CayCo, (“Merger Sub”) and Femco Steel Technology
Co., Ltd., a company limited by shares incorporated and in existence under the laws of Taiwan with uniform commercial number of 04465819
(the “Company,” and together with CayCo and Merger Sub, the “Company Parties”),
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 “FST Ltd.” (the “Business Combination”). The closing of the Business Combination
will be conditional upon, among other things, the closing of the FST Restructuring (the “FST Restructuring Closing”)
(as discussed further below).
The
time of the closing of the Business Combination is referred to herein as the “Closing.” The date of the Closing of
the Business Combination is referred to herein as the “Closing Date.” Capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Business Combination Agreement.
The Business Combination Agreement and the transactions
contemplated thereby were approved by the board of directors of SPAC.
FST Restructuring
The Company Parties will use their respective best efforts to cause
each other counterparties thereto to execute and deliver (i) the Phase I Restructuring Documents with the relevant parties thereto within
seventy-two (72) calendar days after the date of the Business Combination Agreement, pursuant to which CayCo will acquire 55% of the Aggregate
Fully Diluted Company Shares, and (ii) the Phase II Restructuring Documents (and together with Phase I Restructuring Documents, the “Company
Restructuring Documents”) as soon as reasonably practicable and legally feasible and in no event later than thirty (30) Business
Days after the Financial Supervisory Commission of Taiwan issues its approval for the termination of the Company’s Taiwan Public
Company status. The Company Parties will use their respective best efforts to procure the Company Restructuring Documents to be executed
with each of the relevant parties thereto such that the Company Acquisition Percentage shall be at least 90%. The purchase and acquisition
of the Company Shares by CayCo in accordance with the Company Restructuring Documents at the FST Restructuring Closing shall be referred
to as “Company Acquisition”.
The Company Parties agree that the Company Restructuring
Documents shall provide that at the FST Restructuring Closing, CayCo shall issue and allot to each Company Shareholder who has agreed
to so subscribe (“Company Shareholder Subscription” and together with Company Acquisition, the “FST Restructuring”)
in respect of each Company Share owned by such person, a number of CayCo Ordinary Shares that equals to the Subscription Factor, subject
to any adjustment in relation to the issuance of fractional shares as set forth in the Business Combination Agreement.
The FST Restructuring Closing shall take place
one (1) Business Day before the Closing Date or such other time and place as SPAC and the Company may mutually agree.
The Company Restricting Documents shall provide
that on and from the FST Restructuring, any shareholders, voting or similar agreement among the Company and any of the Company Shareholders
or among the Company Shareholders, if any, with respect to the Company or its shares shall automatically, and without any further action
by any of the parties, be terminated in full and become null and void and of no further force and effect, with no liability whatsoever
for the Company.
The Company shall apply for de-registration from
the Emerging Stock Market of the Taipei Exchange of Taiwan (the “Taiwan Stock Market”) within five (5) days after
the Company obtained the Company Shareholders’ approval to withdraw the public reporting status of the Company as a Taiwan Public
Company (the “Company Shareholder Approval”).
After CayCo files the registration statement on
Form F-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”),
the parties shall agree on the appropriate timing to apply to the Financial Supervisory Commission of Taiwan to terminate the status of
the Company as a Taiwan Public Company, but in no event later than twenty (20) days after receiving the first round of comments on the
Registration Statement from the SEC. The de-registration from the Taiwan Stock Market and the termination of the status of the Company
as a Taiwan Public Company with the Financial Supervisory Commission of Taiwan are collectively referred to herein as “FST Withdrawal.”
As soon as practicable and to the extent legally
feasible under the applicable Laws after Closing, the Company shall use reasonable best efforts to enter into and consummate a transaction
with CayCo for CayCo to acquire the Company Shares owned by the Company Shareholders who choose not to participate in the FST Restructuring
or other alternative transactions to be agreed by Chenghe (as defined below) and the Company.
The “Subscription Factor” is
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. The “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 (x) the exercise or settlement of any Option or (y) the consummation of any PIPE Investment, if any. The “Base
Equity Value” means US$400,000,000. The “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 FST Restructuring
Closing by (y) the Aggregate Fully Diluted Company Shares at such time.
The Merger
Pursuant to the Business Combination Agreement, at the Merger Effective
Time, and in respect of SPAC B Class B Conversion, immediately prior to the Merger Effective Time, (i) each outstanding SPAC Unit (“SPAC
Unit”), consisting of one (1) SPAC Class A Ordinary Share and one-half (1/2) of one (1) SPAC Warrant, will be automatically
separated (“Unit Separation”) and the holder thereof will be deemed to hold one (1) SPAC Class A Ordinary Share and
one-half (1/2) of one (1) SPAC Warrant; (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 Class Share (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;
(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 Unit Separation) shall be converted into the right to receive one (1) CayCo
Ordinary Share; and (iv) each SPAC Warrant that is outstanding and unexercised shall be automatically converted into the right to receive
a CayCo Warrant, which shall be on the same terms and conditions as the applicable SPAC warrant.
At the Closing, in accordance with Part XVI
of the Companies Act of the Cayman Islands, 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.
Representations and Warranties; Covenants
The parties to the Business Combination Agreement
have agreed to customary representations and warranties for transactions of this type. The representations and warranties made under the
Business Combination Agreement will not survive the Closing.
In addition, the parties to the Business Combination
Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, (i) a covenant of
each party to use its reasonable best efforts to cause the Business Combination and the FST Restructuring to be consummated after the
date of the execution of the Business Combination Agreement as promptly as reasonably practicable, (ii) a covenant of the Company Parties
to take all actions as soon as practicable and as may be reasonably necessary to, among other things, implement and consummate (x) the
FST Withdrawal and (y) the Squeeze Out; (iii) a covenant of the Company Parties to use their respective best efforts to execute or deliver
(i) the Phase I Restructuring Documents with the relevant parties thereto within seventy-two (72) calendar days after the date of the
Business Combination Agreement, and (ii) the Phase II Restructuring Documents as soon as reasonably practicable and legally feasible and
in no event later than thirty (30) Business Days after the Financial Supervisory Commission of Taiwan issues its approval for the termination
of the Company’s Taiwan Public Company status, and the Company Parties to each use their respective best efforts to cause the Company
Restructuring Documents to be executed with each of the relevant parties thereto such that the Company Acquisition Percentage shall be
at least 90%; (iv) a covenant of each party to jointly prepare and CayCo to file with the SEC the Registration Statement, which shall
include proxy statement to be sent to SPAC Shareholders relating to the SPAC Shareholders’ Meeting (as defined below) and a prospectus
in connection with the registration under the Securities Act of CayCo Ordinary Shares and CayCo Warrants that will be issued in connection
with the Merger and FST Restructuring; (v) a covenant of SPAC to convene an extraordinary general meeting of the SPAC Shareholders (the
“SPAC Shareholders’ Meeting”) as soon as promptly as practicable after the Registration Statement is declared
effective under the Securities Act but no later than thirty-five (35) Business Days following the date of the Registration Statement is
declared effective and of the board of directors of the SPAC to recommend that the shareholders of the SPAC approve the shareholder proposals;
(vi) a covenant of the Company to obtain and deliver to SPAC the Company Shareholder Approval through a shareholder meeting as soon as
practicable but in no event later than forty five (45) Business Days after the date of the Business Combination Agreement; (vii) covenants
prohibiting the Group, CayCo, Merger Sub and SPAC from, among other things, solicitating or negotiating with third parties regarding alternative
transactions and agreeing to certain related restrictions; (viii) a covenant by the Company to deliver to SPAC the audited financing statements
as of and for the years ended December 31, 2022 and 2021 that have been prepared in accordance with PCAOB auditing standards by a PCAOB
qualified auditor and other audited and unaudited financial statements of the Company that are required to be included in the Registration
Statement; (ix) a covenant by the Company Parties to use their respective best efforts to (x) apply for the Phase I DIR Approval within
ten (10) Business Days after the Company’s de-registration of trading from the Taiwan Stock Market, and obtain the Phase I DIR Approval
as promptly and as legally feasible and reasonably practicable, and (y) apply for the Phase II DIR Approval within thirty (30) Business
Days after the termination of the Company’s Taiwan Public Company status, and obtain the Phase II DIR Approval as promptly and as
legally feasible and reasonably practicable; and (x) a covenant by the Company and SPAC to reasonably cooperate in a timely manner in
connection with any financing arrangement the parties seek in connection with the Transactions.
Conditions to Each Party’s Obligations
Under the Business Combination Agreement, the obligations of the parties
(or, in some cases, some of the parties) to consummate the Business Combination are subject to the satisfaction or waiver of certain customary
closing conditions of the respective parties, including, among others, (i) the accuracy of representations and warranties to various standards,
from no material qualifier to a material adverse effect qualifier, (ii) material compliance with pre-closing covenants, (iii) no material
adverse effect for the Company, (iv) the Company Acquisition Percentage reaching at least 90%; (v) the consummation of the FST Restructuring;
(v) the delivery of customary closing certificates, (vi) the receipt of Taiwan DIR Approval and such approval being effective, (vi) the
absence of a legal prohibition on consummating the Transactions, (vii) approval by the SPAC’s and the Company’s shareholders,
(viii) approval of a listing application on the applicable Stock Exchange for newly issued shares, and (ix) SPAC having at least US$5,000,001
of net tangible assets remaining after redemption.
Termination
The Business Combination Agreement may be terminated
under certain customary and limited circumstances at any time prior to the closing of the Business Combination, including, among other
things, (i) by mutual written consent of SPAC and the Company, (ii) by the Company or SPAC, upon any governmental order (except for Taiwan
DIR Approval) preventing the consummation of the Merger or the FST Restructuring which shall have become final and non-appealable, (iii)
by the Company, if SPAC fails to obtain the approval from SPAC’s Shareholders at the SPAC Shareholders’ Meeting or at any
adjournment or postponement thereof, (iv) by the Company, upon any material breach of the obligations of SPAC under the Business Combination
Agreement, which results in the failure to satisfy any closing condition of the Company, provided that if such material breach
is curable by SPAC, SPAC shall have the right to use reasonable best efforts to cure such material breach within thirty (30) calendar
days after the receipt of notice of such material breach from the Company, (v) by SPAC, upon any material breach of the obligations of
the Company Parties under the Business Combination Agreement, which results in the failure to satisfy any closing condition of SPAC, provided
that if such material breach is curable by the Company Parties, the Company Parties shall have the right to use reasonable best efforts
to cure such material breach within thirty (30) calendar days after the receipt of notice of such material breach from SPAC, (vi) by SPAC,
if the Company Acquisition Percentage shall have not reached 90% at the FST Restructuring Closing, (vii) by SPAC, if the Company Parties
fail to (x) receive the Phase I DIR Approval within one hundred and thirty two (132) calendar days after the date of Business Combination
Agreement, (y) the Phase II DIR Approval within two hundred and ten (210) calendar days after the date of the Business Combination Agreement
or (z) such Taiwan DIR Approval is revoked, terminated or loses effect, (viii) by SPAC, if the Company has suffered a Company Material
Adverse Effect, (ix) by the Company or SPAC, if the Business Combination has not been consummated by 5:00 p.m. (Hong Kong time) on October
26, 2024 and such failure in closing beyond such date is not due to the breach of the Business Combination Agreement by the party seeking
to terminate, and (x) by SPAC, if the Company Shareholder Approval has not been obtained within forty five (45) Business Days after the
date of the Business Combination Agreement.
The foregoing description of the Business Combination
Agreement and the Business Combination does not purport to be complete and is qualified in its entirety by the terms and conditions of
the Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The
Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of
the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made
for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the
parties in connection with negotiating the Business Combination Agreement. The Business Combination Agreement has been included to provide
investors with information regarding its terms. It is not intended to provide any other factual information about the parties to the Business
Combination Agreement. In particular, the representations, warranties, covenants and agreements contained in the Business Combination
Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates, were solely for the benefit
of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties (including
being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Business Combination
Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the
representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts
or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants and agreements
and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information concerning
the subject matter of the representations and warranties and other terms may change after the date of the Business Combination Agreement,
which subsequent information may or may not be fully reflected in the SPAC’s public disclosures.
Other Agreements
The Business Combination Agreement contemplates
the execution of various additional agreements and instruments, on or before the Closing, including, among others, the following:
Sponsor Support Agreement
Concurrently with the execution of the Business Combination Agreement,
SPAC, Chenghe Investment I Limited, a Cayman Islands exempted company (“Chenghe”), LatAmGrowth Sponsor LLC, a Delaware
limited liability company (the “Old Sponsor,” and together with Chenghe, the “Sponsors”) and the
Company entered into a sponsor support agreement (the “Sponsor Support Agreement”), pursuant to which each Sponsor
has agreed to, among other things, vote in favor of the transactions contemplated under the Business Combination Agreement, from the date
when the Company received the Taiwan DIR Approval until the Closing Date or, if earlier, until termination of the Business Combination
Agreement.
The foregoing description of the Sponsor Support
Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Support Agreement,
a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Company Support Agreement
Concurrently with the execution of the Business
Combination Agreement, SPAC, the Company, CayCo, certain shareholders of the Company listed thereto (each, a “Company Shareholder”)
and certain shareholder of CayCo listed thereto (the “CayCo Shareholder”) entered into a company shareholder support
agreement (the “Company Support Agreement”), pursuant to which each Company Shareholder and the CayCo Shareholder has
agreed to, among other things, vote to the transactions contemplated under the Business Combination Agreement, and to not transfer any
Subject Shares (as defined in the Company Support Agreement) until termination of the Company Support Agreement.
The foregoing description of the Company Support
Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Company Support Agreement,
a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Lock-up Agreement
At the Closing, CayCo, the Sponsor, certain shareholder
of the Company (the “Company Holders”) listed thereto and certain person listed thereto (the “Sponsor Key
Holders”, and together with the Company Holders, the “Holders”) will enter into a lock-up agreement (the
“Lock-up Agreement”). Pursuant to the Lock-up Agreement, each Holder agrees to not to transfer any Lock-Up Shares (as
defined in the Lock-Up Agreement) for a period of six (6) months after the Closing Date, with certain exceptions and carveouts.
The foregoing description of the Lock-up Agreement
does not purport to be complete and is qualified in its entirety by the terms and conditions of the Lock-up Agreement, a copy of the form
of which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.
Investor Rights Agreement
At the Closing, CayCo, the Company, SPAC and other
parties listed thereto will enter into an investor rights agreement (the “Investor Rights Agreement”). Pursuant to
the Investor Rights Agreement, (i) CayCo will agree to undertake certain resale shelf registration obligations in accordance with the
U.S. Securities Act of 1933, as amended (the “Securities Act”) and certain holders have been granted customary demand
and piggyback registration rights, and (ii) each party to the Investor Rights Agreement agrees to cause (x) the board of CayCo 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 in the Investor Rights Agreement) 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.
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,
a copy of the form of which is attached hereto as Exhibit 10.4 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On December 22, 2023, SPAC issued a press release announcing the execution
of the Business Combination Agreement. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
On December 22, 2023, the Company made a public announcement on Taiwan Stock Market in relation to the execution
of the Business Combination Agreement. The English Translation of such public announcement is attached hereto as Exhibit 99.2 and incorporated
by reference herein.
The foregoing Exhibits 99.1 and 99.2 are being furnished
pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to
be incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language
in such filings. This Current Report will not be deemed an admission as to the materiality of any of the information in this Item 7.01,
including Exhibits 99.1 and 99.2.
Important Additional Information Regarding
the Transaction Will Be Filed With the SEC
This Current Report on Form 8-K (“Form
8-K”) is provided for informational purposes only and contains information with respect to a proposed business combination (the
“Proposed Business Combination”) between SPAC, the Company, CayCo and Merger Sub. This Form 8-K 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.
In connection with the Proposed Business Combination,
CayCo intends to file the Registration Statement with the SEC, which will include a proxy statement to SPAC shareholders and a prospectus
for the registration of CayCo securities. After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus
and other relevant documents will be sent to all SPAC shareholders as of the record date to be established for voting on the Proposed
Business Combination and will contain important information about the Proposed Business Combination and related matters. Shareholders
of SPAC and other interested persons are advised to read these materials (including any amendments or supplements thereto) and any other
relevant documents, because they will contain important information about SPAC, the Company and CayCo and the Proposed Business Combination.
No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of
1933, as amended, or an exemption therefrom. SPAC and the Company will also file other documents regarding the proposed business combination
with the SEC. This Form 8-K does not contain all the information that should be considered concerning the Proposed Business Combination
and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Business Combination.
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND
SECURITY HOLDERS OF SPAC ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS
FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.
Investors and security holders will be able to
obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be
filed with the SEC by SPAC and CayCo through the website maintained by the SEC at www.sec.gov. The documents filed by SPAC and CayCo with
the SEC also may be obtained free of charge upon written request to Chenghe Acquisition I Co., 38 Beach Road #29-11, South Beach Tower,
Singapore.
Participants in the Solicitations
SPAC, the Company, CayCo and their respective
directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation
of proxies from SPAC’s shareholders in connection with the proposed business combination. A list of the names of the directors,
executive officers, other members of management and employees of SPAC and the Company, as well as information regarding their interests
in the business combination, will be contained in the Registration Statement to be filed with the SEC by CayCo. Additional information
regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when
they are filed with the SEC. You may obtain free copies of these documents from the sources indicated above.
Caution About Forward-Looking Statements
This Form 8-K contains forward-looking statements
for purposes of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. Any
statements other than statements of historical fact contained herein are forward-looking statements and are based on beliefs and assumptions
and on information currently available to SPAC, the Company and CayCo. No representations or warranties, express or implied are given
in, or in respect of, this Form 8-K. These forward-looking statements are based on SPAC’s, the Company’s and CayCo’s
expectations and beliefs concerning future events and involve risks and uncertainties that may cause actual results to differ materially
from current expectations. In some cases, you can identify forward-looking statements by the following words: “may,” “will,”
“could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,”
“believe,” “estimate,” “predict,” “project,” “potential,” “continue,”
“ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions
that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words, but the
absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements and factors that
may cause actual results to differ materially from current expectations include, but are not limited to: the effect of the announcement
or pendency of the Proposed Business Combination on the Company’s business relationships, operating results, current plans and operations
of CayCo and the Company; the ability to recognize the anticipated benefits of the Proposed Business Combination, which may be affected
by, among other things, competition, the ability of CayCo to grow and manage growth profitably; the possibility that SPAC, CayCo and/or
the Company may be adversely affected by other economic, business, and/or competitive factors; estimates by SPAC, CayCo or the Company
of expenses and profitability; expectations with respect to future operating and financial performance and growth, including the timing
of the completion of the Proposed Business Combination; plans, intentions or future operations of CayCo or the Company relating to attainment,
retention or renewal of any assessments, permits, licenses or other governmental notices or approvals, or the commencement or continuation
of any construction or operations of plants or facilities; CayCo’s ability to execute on their business plans and strategy; and
other risks and uncertainties described from time to time in filings with the SEC. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction
or a definitive statement of fact or probability.
Although each of SPAC, the Company and CayCo believes
that it has a reasonable basis for each forward-looking statement contained in this Form 8-K, each of SPAC, the Company and CayCo cautions
you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently
uncertain. These factors are difficult to predict accurately and may be beyond SPAC’s, the Company’s and CayCo’s control.
In addition, there will be risks and uncertainties described in the Registration Statement relating to the Proposed Business Combination,
which is expected to be filed by CayCo with the SEC and other documents filed by SPAC or CayCo from time to time with the SEC. These filings
may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from
those expressed or implied in the forward-looking statements.
There may be additional risks that neither SPAC,
the Company or CayCo presently know or that SPAC, the Company and CayCo currently believe are immaterial that could also cause actual
results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking
statements, you should not regard these statements as a representation or warranty by SPAC, the Company or CayCo, their respective directors,
officers or employees or any other person that SPAC, the Company and CayCo will achieve their objectives and plans in any specified time
frame, or at all. Forward-looking statements in this Form 8-K or elsewhere speak only as of the date made. New uncertainties and risks
arise from time to time, and it is impossible for SPAC, the Company or CayCo to predict these events or how they may affect SPAC, the
Company or CayCo. Except as required by law, neither SPAC nor the Company nor CayCo has any duty to, and does not intend to, update or
revise the forward-looking statements in this Form 8-K or elsewhere after the date this Form 8-K is issued. In light of these risks and
uncertainties, investors should keep in mind that results, events or developments discussed in any forward-looking statement made in this
Form 8-K may not occur. Uncertainties and risk factors that could affect SPAC's, the Company’s and CayCo’s future performance
and cause results to differ from the forward-looking statements in this release include, but are not limited to: the occurrence of any
event, change or other circumstances that could give rise to the termination of the Proposed Business Combination; the risk that the Proposed
Business Combination or other business combination may not be completed by SPAC’s business combination deadline and the potential
failure to obtain an extension of the business combination deadline; the outcome of any legal proceedings that may be instituted against
SPAC, the Company or CayCo, the combined company or others following the announcement of the Proposed Business Combination; the inability
to complete the Proposed Business Combination due to the failure to obtain approval of the shareholders of SPAC or to satisfy other conditions
to closing; changes to the proposed structure of the Proposed Business Combination that may be required or appropriate as a result of
applicable laws or regulations; the ability to meet stock exchange listing standards following the consummation of the Proposed Business
Combination; the risk that the Proposed Business Combination disrupts current plans and operations of SPAC, the Company or CayCo as a
result of the announcement and consummation of the Proposed Business Combination; the ability to recognize the anticipated benefits of
the Proposed Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow
and manage growth profitably, maintain relationships with customers and retain its management and key employees; costs related to the
Proposed Business Combination; changes in applicable laws or regulations; SPAC’s estimates of expenditures and profitability and
underlying assumptions with respect to shareholder redemptions and purchase price and other adjustments; the impact of the COVID-19 pandemic;
changes in laws and regulations that impact the Company; ability to enforce, protect and maintain intellectual property rights; and other
risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking
Statements” in SPAC’s final prospectus dated January 26, 2022 relating to its initial public offering and in subsequent filings
with the SEC, including the Registration Statement relating to the Proposed Business Combination expected to be filed by CayCo.
No Offer or Solicitation
This Form 8-K is not a proxy statement or solicitation
of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Business Combination and shall not constitute
an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be
any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
|
Description |
2.1* |
|
Business Combination Agreement, dated as of December 22, 2023, by and among Chenghe Acquisition I Co., FST Corp., FST Merger Ltd., and Femco Steel Technology Co., Ltd. |
|
|
10.1* |
|
Sponsor Support Agreement, dated as of December 22, 2023, by and among Chenghe Acquisition I Co., Chenghe Investment I Limited, LatAmGrowth Sponsor LLC and Femco Steel Technology Co., Ltd. |
|
|
10.2* |
|
Company Shareholder Support Agreement, dated as of December 22, 2023, by and among Chenghe Acquisition I Co., Femco Steel Technology Co., Ltd., FST Corp., certain shareholders of Femco Steel Technology Co., Ltd. and certain shareholders of FST Corp. |
|
|
|
10.3* |
|
Form of
Lock-up Agreement by and among FST Corp., Chenghe Investment I Limited and certain other parties thereto. |
|
|
|
10.4* |
|
Form of Investor Rights Agreement by and among Chenghe Acquisition I Co., FST Corp., Femco Steel Technology Co., Ltd., Chenghe Investment I Limited and certain other parties thereto. |
|
|
|
99.1 |
|
Press Release, dated as of December 22, 2023. |
|
|
|
99.2 |
|
English Translation of the Public Announcement of Femco Steel Technology
Co., Ltd. made on the Emerging Market of the Taipei Exchange of Taiwan |
*
The schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). SPAC hereby undertakes to
furnish supplementally a copy of any omitted schedule to the SEC upon its request; provided, however,
that SPAC may request confidential treatment for any such schedules so furnished.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Chenghe
Acquisition I Co. |
|
|
|
By: |
/s/ Zhiyang Zhou |
|
Name: |
Zhiyang Zhou |
|
Title: |
Chief Executive Officer and Chief Financial Officer
|
Date: December 22, 2023
Exhibit 2.1
BUSINESS COMBINATION
AGREEMENT
by and among
CHENGHE ACQUISITION
I CO.,
FST CORP.,
FST MERGER LTD.,
and
FEMCO STEEL TECHNOLOGY
CO., LTD.
dated as of December 22,
2023
TABLE
OF CONTENTS
Page
Article I
CERTAIN DEFINITIONS |
3 |
|
|
1.1. |
Definitions |
3 |
1.2. |
Construction |
19 |
1.3. |
Knowledge |
20 |
|
|
|
Article II
FST Restructuring |
20 |
|
|
2.1. |
FST Restructuring |
20 |
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. |
FST Withdrawal |
21 |
2.7. |
Squeeze Out |
21 |
2.8. |
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 |
22 |
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 |
24 |
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 |
27 |
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 |
29 |
|
|
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 |
32 |
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 |
41 |
5.16. |
Brokers’ Fees |
43 |
5.17. |
Insurance |
43 |
5.18. |
Permits |
43 |
5.19. |
Equipment and Other Tangible Property |
44 |
5.20. |
Real Property |
44 |
5.21. |
Intellectual Property |
45 |
5.22. |
Privacy and Cybersecurity |
47 |
5.23. |
Environmental Matters |
47 |
5.24. |
Absence of Changes |
48 |
5.25. |
Registration Statement, Proxy Statement and Proxy Statement/Prospectus |
48 |
5.26. |
Top Customers and Top Vendors |
49 |
5.27. |
Absence of Certain Business Practices and Anti-corruption
Compliance |
49 |
5.28. |
Government Contracts; Government Grants |
50 |
5.29. |
Sufficiency of Assets |
50 |
5.30. |
Company Restructuring Documents |
51 |
5.31. |
Financial Assistance |
51 |
5.32. |
Company Related Parties |
51 |
5.33. |
Disclosure |
51 |
5.34. |
No Additional Representation or Warranties |
51 |
|
|
|
Article VI
REPRESENTATIONS AND WARRANTIES OF SPAC |
52 |
|
|
6.1. |
Company Organization |
52 |
6.2. |
Due Authorization |
52 |
6.3. |
No Conflict |
52 |
6.4. |
Litigation and Proceedings |
53 |
6.5. |
SEC Filings |
53 |
6.6. |
Internal Controls; Listing; Financial Statements |
53 |
6.7. |
Governmental Authorities; Approvals |
54 |
6.8. |
Trust Account |
55 |
6.9. |
Investment Company Act; JOBS Act |
55 |
6.10. |
Absence of Changes |
55 |
6.11. |
No Undisclosed Liabilities |
55 |
6.12. |
Capitalization of SPAC |
56 |
6.13. |
Brokers’ Fees |
57 |
6.14. |
Business Activities |
57 |
6.15. |
NASDAQ Stock Market Quotation |
57 |
6.16. |
Registration Statement, Proxy Statement and Proxy Statement/Prospectus |
57 |
6.17. |
No Additional Representation or Warranties |
58 |
Article VII
COVENANTS |
58 |
|
|
7.1. |
Conduct of Business |
58 |
7.2. |
SPAC Conduct of Business |
61 |
7.3. |
Company Restructuring Documents |
62 |
7.4. |
Access |
63 |
7.5. |
Preparation and Delivery of Additional Company Financial
Statements |
63 |
7.6. |
Exclusivity |
64 |
7.7. |
No Solicitation by SPAC |
64 |
7.8. |
Preparation of Proxy Statement/Prospectus; Shareholders’
Meeting and Approvals |
65 |
7.9. |
Support of Transaction |
68 |
7.10. |
Regulatory Approvals; Other Filings |
68 |
7.11. |
Financing |
70 |
7.12. |
Employee Matters |
70 |
7.13. |
Post-Closing Directors and Officers of CayCo |
71 |
7.14. |
Indemnification and Insurance |
71 |
7.15. |
Section 16 Matters |
72 |
7.16. |
Trust Account Proceeds and Related Available Equity |
72 |
7.17. |
NASDAQ Listing |
72 |
7.18. |
SPAC Public Filings |
73 |
7.19. |
CayCo Securities Listing |
73 |
7.20. |
Tax Matters |
73 |
7.21. |
No Trading |
73 |
7.22. |
Affiliate Agreements |
74 |
7.23. |
Shareholder Litigation |
74 |
7.24. |
Notices of Certain Events |
74 |
7.25. |
Third Party Consents |
74 |
7.26. |
CayCo and Merger Sub |
75 |
|
|
|
Article VIII
CONDITIONS TO OBLIGATIONS |
75 |
|
|
8.1. |
Conditions to Obligations of SPAC and the Company Parties |
75 |
8.2. |
Conditions to Obligations of SPAC |
75 |
8.3. |
Conditions to the Obligations of the Company Parties |
76 |
|
|
|
Article IX
TERMINATION/EFFECTIVENESS |
77 |
|
|
9.1. |
Termination |
77 |
9.2. |
Effect of Termination |
78 |
|
|
|
Article X
MISCELLANEOUS |
78 |
|
|
10.1. |
Trust Account Waiver |
78 |
10.2. |
Waiver |
79 |
10.3. |
Notices |
79 |
10.4. |
Assignment |
80 |
10.5. |
Rights of Third Parties |
80 |
10.6. |
Expenses |
80 |
10.7. |
Governing Law; Jurisdiction |
81 |
10.8. |
Waiver of Jury Trial |
82 |
10.9. |
Company and SPAC Disclosure Letters |
82 |
10.10. |
Entire Agreement |
82 |
10.11. |
Amendments |
83 |
10.12. |
Publicity |
83 |
10.13. |
Severability |
83 |
10.14. |
Headings; Counterparts |
83 |
10.15. |
Enforcement |
83 |
10.16. |
Non-Recourse |
84 |
10.17. |
Non-Survival |
84 |
10.18. |
Legal Representation |
84 |
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 December 22, 2023 (as amended, restated, modified or supplemented in accordance
with its terms, this “Agreement”), is made and entered into by and among Chenghe Acquisition I Co., a Cayman Islands
exempted company (“SPAC”), FST Corp., a Cayman Islands exempted company limited by shares (“CayCo”),
FST Merger Ltd., a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of CayCo, (“Merger
Sub”) and Femco Steel Technology Co., Ltd., a company limited by shares incorporated and in existence under the laws of
Taiwan with uniform commercial number of 04465819 (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 holding company newly formed by the 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,
in accordance with the applicable Laws, CayCo and the Company will conduct and consummate the FST Restructuring (as defined below) 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 consummate a business combination
transaction whereby one (1) Business Day after the FST Restructuring Closing (as defined below) and at the Merger Effective Time
(as defined below), 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 “FST Ltd.” (the “Business Combination”);
WHEREAS,
for U.S. federal income Tax (as defined below) purposes, the Parties intend that (a) the FST Restructuring, together with the Merger,
qualifies as a transfer of property described in Section 351 of the Code and Treasury Regulations thereunder, and/or 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, (b) 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 (c) 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 (as defined below) 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 FST Restructuring, and in accordance with the terms hereof, SPAC shall provide an opportunity to
its shareholders to have their outstanding SPAC Ordinary Shares (as defined below) 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, each of the Requisite Company Shareholders (as defined below) has 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 forty-five (45) 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 sign the Company Restructuring
Documents (as defined below) and consummate the FST 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 (as defined
below);
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,
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, the Sponsor (as defined below) 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 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 FST 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, (x) the exercise or settlement of any Option or (y) 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).
“Audited
SPAC Financial Statements” has the meaning specified in Section 6.6(d).
“Base
Equity Value” means US$400,000,000.
“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 FST 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 FST 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 FST 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), Section 5.11 (Legal Compliance),
Section 5.16 (Brokers’ Fees), Section 5.30 (Company Restructuring Documents) and Section 5.32
(Company Related Parties).
“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 by the Agreement End Date.
“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, collectively (i) the FST Equity Reorganization Agreement (股權重組協議),
(ii) the Deed of Share Sale and Purchase (股權買賣契約書),
and (iii) the CayCo Subscription Agreement.
“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 immediately prior to the FST Restructuring Closing.
“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 DIR Approval), (v) change-in-control
payments, transaction bonuses, retention or incentive payments, severance or similar compensatory payments payable by the Group to any
current or former employee (including any amounts due under any consulting agreement with any such former employee), independent contractor,
officer or director of the Group as a result of the Transactions (and not tied to any subsequent event or condition, such as a termination
of employment occurring after the Closing) and the employer portion of any employment, social security or similar taxes due with respect
to such amounts, and (vi) all fees and costs in relation to SPAC Extension.
“Company
Transaction Proposals” means the withdrawal of the public reporting status as a Taiwan Public Company.
“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.
“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)(i).
“FST
Restructuring” means, collectively, the Company Acquisition, the Company Shareholders Subscription and each of the other transactions
contemplated under the Company Restructuring Documents.
“FST
Restructuring Closing” has the meaning specified in Section 2.1(c).
“FST
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 FST 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 FST Restructuring, such as the Taiwan DIR Approval.
“FST
Withdrawal” has the meaning given to it in Section 2.6.
“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 and all of its Subsidiaries from time to time.
“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 FST 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 Shareholder” means Chen Ming-Chen.
“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.
“IRS”
means the Internal Revenue Service.
“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 6.6(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, including Permitted Liens.
“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 6.6(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.
“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 Restructuring Documents” means the Company Restructuring Documents signed and delivered in connection with CayCo acquiring
55% of the Aggregate Fully Diluted Company Shares from the Company Shareholders listed in Section 1.1 of the Company Disclosure
Letter.
“Phase
I DIR Approval” means the Taiwan DIR Approval in connection with CayCo acquiring 55% 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
II DIR Approval” means the Taiwan DIR 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 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 the 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.
“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 Department of Investment Review, 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 FST 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 January 24, 2022, amended pursuant to a special resolution passed on April 13, 2023 and as further amended pursuant
to a special resolution passed on October 25, 2023, 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 Section 3.7(a)(v).
“SPAC
Extension” means the extension provided in the definitive proxy statement filed with the SEC on October 17, 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 6.6(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 6.5.
“SPAC
Securities” has the meaning specified in Section 6.12(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 “FST 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 or any other outstanding
payables and liabilities as 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 DIR Approval), (iv) all of the fees and costs in relation to SPAC Extension;
and (v) any unpaid Working Capital Loans.
“SPAC
Transaction Proposals” means (i) the SPAC Class B Conversion, (ii) the change of SPAC’s name to “FST
Ltd.”, (iii) 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, (iv) 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, (v) the approval and authorization of the Merger and the Plan of Merger, (vi) 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, (vii) 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 (viii) 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; (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; (e) Penal Code (Act
No. 45 of 1907); (f) Unfair Competition Prevention Act (Act No. 47 of 1993); (g) Act on Prevention of Transfer of
Criminal Proceeds (Act No. 22 of 2007); and (h) Act on Punishment of Organized Crimes and Control of Proceeds of Crime (Act
No. 136 of 1999), and other applicable Law relating to money laundering and terrorist financing.
“Sponsor”
means Chenghe Investment I Limited, 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 2.7.
“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
DIR Approval” means any and all authorizations, permits or clearances from the Department of Investment Review, the Ministry
of Economic Affairs of Taiwan, under the Taiwan Statute For Investment By Foreign Nationals that are required in connection with this
Agreement, the Company Restructuring Documents, the Merger, the FST Restructuring and the consummation of the Merger or the FST Restructuring,
as applicable, and the other transactions contemplated hereunder and the issuance and delivery of CayCo Ordinary Shares, including the
Phase I DIR Approval and the Phase II DIR Approval.
“Taiwan
Public Company” means a Taiwan public reporting company that has issued its stock and/or shares in accordance with the Securities
and Exchange Act of Taiwan.
“Taiwan
Stock Market” means the Emerging Stock Market of the Taipei Exchange 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.
“Termination
Fee” has the meaning specified in Section 10.6(a).
“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 6.8.
“Trustee”
has the meaning specified in Section 6.8.
“Unaudited
SPAC Financial Statements” has the meaning specified in Section 6.6(d).
“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.
“W&C
Privileged Communications” has the meaning specified in Section 10.18.
“W&C
Waiving Parties” has the meaning specified in Section 10.18.
“W&C
WP Group” has the meaning specified in Section 10.18.
“Warrant
Agreement” means the Warrant Agreement, dated as of January 24, 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 “SPAC_CHENGHE” 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
FST Restructuring
2.1. FST
Restructuring.
(a) The
Company Parties agree that the Company Restructuring Documents shall provide that at the FST Restructuring Closing, CayCo shall issue
and allot to each Company Shareholder (other than the Remaining Company Shareholders) (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”) and the aggregate number of such Company
Subscription Shares shall be equal to the product of (x) the total number of Company Shares owned by the Company Shareholders who
have signed the Company Restructuring Documents and (y) the Subscription Factor.
(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 FST Restructuring (the “FST Restructuring Closing”) shall take place 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 FST 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 FST Restructuring Closing, subject to the terms of the Company’s respective
Governing Documents effective as of the FST 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 FST Restructuring Closing, any shareholders, voting or similar agreement among the Company and any of the Company
Shareholders or among the Company Shareholders, if any, with respect to the Company or its shares shall automatically, and without any
further action by any of the Parties, be terminated 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 FST 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), the 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. Immediately after such cancellation, CayCo
shall ensure that the only issued and outstanding shares of CayCo shall consist of the CayCo Subscription Shares.
2.6. FST
Withdrawal.
(a) No
later than five (5) calendar days after the Company Shareholder Approval is obtained, the Company shall have applied for de-registration
from the Taiwan Stock Market in accordance with the Governing Documents of the Company and applicable Law.
(b) After
the filing of the Registration Statement with the SEC, the Parties shall further agree on the appropriate timing for the Company to file
an application to the Financial Supervisory Commission of Taiwan to terminate its Taiwan Public Company status in accordance with the
Governing Documents of the Company and applicable Law, whereupon the Company shall forthwith file such application ((a) and (b) collectively,
the “FST Withdrawal”), but in no event later than twenty (20) calendar days after the receipt of the first batch of
comments from the SEC.
2.7. Squeeze
Out. As soon as practicable and to the extent legally feasible under applicable Laws after the Closing, the Company shall use
reasonable best efforts to enter into and consummate (a) a transaction with CayCo for CayCo to acquire the Company Shares owned
by the Remaining Company Shareholders, or (b) other alternative transactions to be agreed by Sponsor and the Company (the “Squeeze
Out”) in accordance with the Governing Documents of the Company and applicable Law.
2.8. Taking
of Necessary Action; Further Action. If, at any time after the FST 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 Registrar of Companies
of the Cayman Islands (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, and in the case of sub-paragraph (ii), immediately prior to 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 FST 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 FST 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) .
(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 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, evidence that the Affiliate Agreements set forth on Section 7.23 of the Company Disclosure Letter have been terminated
or settled at or prior to the Closing without further liability to, or obligation of, SPAC or the Group;
(iv) to
SPAC, a certified true copy of the register of members of CayCo as of the FST Restructuring Closing reflecting the CayCo Cap Table;
(v) to
SPAC, all of the Company Restructuring Documents, duly executed by CayCo, the Company and the relevant Company Shareholders other than
the Remaining Company Shareholders;
(vi) 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;
(vii) to
SPAC, the Lock-Up Agreement, duly executed by the Company Holders; and
(viii) 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 FST 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 FST 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 FST 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 FST 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 register of members 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; and (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 in 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 FST 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 FST
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 FST 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) calendar 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 use commercially reasonable
efforts to 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 FST Restructuring, together with
the Merger, qualifies as a transfer of property described in Section 351 of the Code and Treasury Regulations thereunder,
and/or 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, (b) 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 (c) 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 FST Restructuring to fail to qualify for the Intended
Tax Treatment. The Transactions and the FST 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 FST 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.
A complete list of each Subsidiary of the Company and its jurisdiction of incorporation, formation or organization, as applicable, is
set forth in Section 5.2 of the Company Disclosure Letter. The Subsidiaries of the Company have been duly formed or organized
and are validly existing under the Laws of their jurisdiction of incorporation or organization and have the requisite power and authority
to own, lease or operate all of their respective properties and assets and to conduct their respective businesses as they are now being
conducted. True, correct and complete copies of the Governing Documents of each of the Company’s Subsidiaries have been previously
made available to SPAC by or on behalf of the Company, such Governing Documents are in full force and effect as of the date hereof and
none of the Company’s Subsidiaries is in breach or violation of any of the provisions contained in its Governing Documents. Each
Subsidiary of 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
is not a Company Material Adverse Effect.
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 Sub, 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 (with respect to the Governing Documents of CayCo and Merger Sub),
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 and Merger
Sub (as the case may be) to consummate the Transactions and the FST 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 issued shares 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 Shareholder, 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 FST 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 FST 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 FST 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 FST 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 (i) determining
that this Agreement, the Ancillary Agreements, the Company Restructuring Documents, the Transactions and the FST 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 FST 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 FST 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 FST 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 FST Restructuring, except for: (i) the Taiwan DIR Approval; (ii) the approval from Taipei Exchange
of Taiwan to de-register the Company’s trading on the Taiwan Stock Market; (iii) the approval from the Securities and Futures
Bureau of the Financial Supervisory Commission of Taiwan to terminate the Company’s Taiwan Public Company status; and (iv) the
filing of the Plan of Merger and related documentation and the amended and restated memorandum and articles of association of CayCo 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 54,554,395 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; 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, the Governing
Documents of the Company or any Contract to which the Company is a party or otherwise bound. The Company Common Shares held by
directors of the Company are free and clear of any Liens other than Permitted Liens.
(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) Except
as set forth in Section 5.7(a), 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”); and 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 nine (9)-month period ended
September 30, 2023 (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) except for the Interim Financial Statements,
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) except for the Interim
Financial Statements, 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 disclosed in 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.
5.10. Litigation
and Proceedings. Except as disclosed in 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 (where the director is a corporate person, its corporate director representative)
or key management officers of any of the Group, CayCo or Merger Sub in their capacity as such that individually or collectively would
result in a Company Material Adverse Effect; (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 that individually or collectively would result in a
Company Material Adverse Effect; 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 (where the director is a
corporate person, its corporate director representative) or key management officers of the Group or its businesses bound or subject to
any Governmental Order that would result in a Company Material Adverse Effect.
5.11. Legal
Compliance.
(a) Except
as set forth on Section 5.11 of the Company Disclosure Letter, each of the Group, CayCo and Merger Sub is, and for the prior
three (3) 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 reasonably designed and
implemented to ensure compliance with applicable Law. As of the date hereof and during the three (3) years preceding the date of
this Agreement, neither the Group nor any of its key management officers or directors (where the director is a corporate person, its
corporate director representative) thereof acting in such capacity, has received any written notice of, or been charged with, the violation
of any Laws that individually would result in a Company Material Adverse Effect.
(b) The
Group, CayCo and Merger Sub (i) are, and have been for the past three (3) 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”). As of the date hereof, 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 (where the director is a corporate person, its corporate director representative) or key management
officers (i) is, or has during the past three (3) 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 (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 FST 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 material 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 material breach of or default under any such Contract, (y) as of the date hereof and
during the three (3) years preceding the date of this Agreement, the Group has not received any written claim or notice of termination
or material breach of or default under any such Contract, and (z) as of the date hereof and during the three (3) years preceding
the date of this Agreement, no event has occurred which, individually or together with other events, would reasonably be expected to
result in a material 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, (B) the
most recent summary plan descriptions, including any summary of material modifications, (C) the three (3) most recent annual
reports (Form 5500 series) filed with the IRS with respect to such Company Benefit Plan, (D) the most recent actuarial report
or other financial statement relating to such Company Benefit Plan, and (E) the most recent determination or opinion letter, if
any, issued by the IRS with respect to any Company Benefit Plan and any pending request for such a determination letter.
(b) Except
as set forth on Section 5.13(b) of the Company Disclosure Letter: as of the date hereof and during the three (3) years
preceding the date of this Agreement, (i) each Company Benefit Plan has been operated and administered in material compliance with
its terms and all applicable Laws, including ERISA and the Code; (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; (iii) each
Company Benefit Plan, which is intended to be qualified within the meaning of Section 401(a) of the Code has received a favorable
determination or opinion letter from the IRS as to its qualification or may rely upon an opinion letter for a prototype plan and, to
the knowledge of the Company, no fact or event has occurred that would reasonably be expected to adversely affect the qualified status
of any such Company Benefit Plan; (iv) to the knowledge of the Company, there has not been any “prohibited transaction”
(as such term is defined in Section 406 of ERISA or Section 4975 of the Code, other than a transaction that is exempt under
a statutory or administrative exemption) with respect to any Company Benefit Plan; and (v) neither the Company nor, to the knowledge
of the Company, any other “fiduciary” (as defined in Section 3(21) of ERISA) has any liability for 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 three (3) 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, as of the date hereof, 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 FST Restructuring
will not, either alone or in combination with another event (such as termination following the consummation of the Transactions and the
FST 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 FST Restructuring. The
consummation of the Transactions and the FST 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, as of the date hereof (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) Except as set forth on Section 5.12(a)(ix) of the Company
Disclosure Letter, 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 other 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, except for the Chiayi City Corporate Labor Union of Far East Machinery Co., Ltd., 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) Except
as set forth on Section 5.14(b) of the Company Disclosure Letter, as of the date hereof and during the three (3) years
preceding the date of this Agreement, the Group is, and has been, in material 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) Except
as set forth on Section 5.14(c) of the Company Disclosure Letter, as of the date hereof and during the three (3) years
preceding the date of this Agreement, 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$150,000 or at the level of manager or
director 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 during the three (3) years
preceding the date of this Agreement 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) As
of the date hereof and during the three (3) years preceding the date of this Agreement, 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) As
of the date hereof, 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) As
of the date hereof and during the three (3) years preceding the date of this Agreement, 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 FST Restructuring. The Group does not use any personnel under contract
with manpower agencies.
5.15. Taxes.
As
of the date hereof and during the three (3) years preceding the date of this Agreement,
(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. All members of the Group are 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) No
member of the Group has 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 any member of the Group that remains unpaid.
(f) There
are no Tax audits or other examinations of any member of the Group presently in progress, nor has any member of the Group been notified
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) No
member of the Group has 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) No
member of the Group is a party to or bound by any Tax indemnification or Tax sharing agreement.
(i) No
member of the Group (i) is liable for Taxes of any other Person (other than the Company) 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 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 Company.
(j) No
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 a permanent establishment or a fixed place of business in any country other than the country of its organization,
or is, or has been, subject to income Tax in a jurisdiction outside the country of its organization. Each member of the Group is, and
has always been, tax residents solely in its country of incorporation.
(l) No
member of the Group will 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) No
member of the Group is a passive foreign investment company within the meaning of Section 1297 of the Code.
(n) The
Group (other than any Subsidiary created or organized in the United States or under the law of the United States or any of its States)
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 any member 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) No
member of the Group has 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 FST Restructuring.
(q) As
of the Closing Date, the Company Parties 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 FST 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 FST
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, as of the date hereof and during the three (3) years preceding the date of this Agreement, 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 and, to the knowledge of the Company, as of the date hereof and during the three (3) years preceding the date of
this Agreement, there is no act, fact, or omission that may threaten the validity and/or result in the revocation, suspension, termination,
modification, impairment, or non-renewal of any such Permit. To the knowledge of the Company, as of the date hereof and during the three
(3) years preceding the date of this Agreement, 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 and that would result in a Company Material Adverse Effect; (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 FST 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(b) 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, would not reasonably be expected to have a Company Material Adverse
Effect.
5.20. Real
Property.
(a) Section 5.20(a) 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 as of the date hereof and during the three (3) years preceding the date of this Agreement, the Group has not
received any notice alleging any material default or breach under any of such Liens, encumbrances, easements, restrictions, or other
matters and, to the knowledge of the Company, no material default or breach, nor any event that with notice or the passage of time would
result in a material 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 as of the date hereof and during the three (3) years preceding
the date of this Agreement.
(v) As
of the date of this Agreement, no party, other than the Group and its employees, 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) As
of the date hereof, the Group does not have any outstanding obligations and/or liabilities in relation to any real property or instrument
related thereto that is not a Leased Real Property or a Real Property Lease.
(c) As
of the date hereof, the Group does not own any freehold property, land or other real property (“Owned Land”) except
as disclosed in Section 5.20(c) of the Company Disclosure Letter (the two plots of land and buildings located in the
industrial section of Touqiao section, Minxiong Township, Chiayi County on land number 0022-0000 which the Company intends to use as
the site of its future factory expansion).
(d) 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 as of the date hereof are conducted in material
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) Except
as set forth on Section 5.21(c) of the Company Disclosure Letter, to the knowledge of the Company, 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 in such period
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, if any, 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 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. As of the date hereof, no such Person is in violation of any such agreement.
5.22. Privacy
and Cybersecurity.
(a) Except
as set forth on Section 5.22(a) of the Company Disclosure Letter, the Group maintains appropriate, and is in material
compliance with, as applicable, and during the three (3) years preceding the date of this Agreement has maintained appropriate,
and been in material 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”).
During the three (3) years preceding the date of this Agreement, 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 three (3) 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. As of the date hereof and during the three (3) years
preceding the date of this Agreement, 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, except where such incident or complaint does not result in a Company Material Adverse Effect.
5.23. Environmental
Matters.
(a) As
of the date hereof and during the three (3) years preceding the date of this Agreement, the Group is and, except for matters which
have been fully resolved, has been in material compliance with all Environmental Laws.
(b) As
of the date hereof and during the three (3) years preceding the date of this Agreement, 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) As
of the date hereof, except as set forth on Section 5.23(c) of the Company Disclosure Letter, 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) As
of the date hereof, 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 that would result in a Company Material Adverse Effect, 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 FST 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 SPAC 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 three (3) years: (a) the Group and its directors (where the director is a corporate person, its corporate director
representative) and key management officers are in compliance with all applicable Specified Business Conduct Laws in all material respects
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. As of the
date hereof and during the three (3) years preceding the date of this Agreement, none of the Group, nor any of its directors (where
the director is a corporate person, its corporate director representative) and key management officers or agents acting on behalf of
the Group: (x) is the subject or target of any Sanctions Law; or (y) 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 three (3) years, neither the Group, nor any director (where the director is a corporate person, its corporate director
representative), key management officer 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) As
of the date hereof and during the three (3) years preceding the date of this Agreement, the operations of the Group are and have
been conducted at all times in material 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) As
of the date hereof and during the three (3) years preceding the date of this Agreement, the Group is, and 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, as of the date hereof and during the three (3) years
preceding the date of this Agreement, the Group 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, as of the date hereof and during the three (3) years preceding the
date of this Agreement, 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 three (3) years, the Group has not,
and, to the Company’s knowledge, nor has any director (where the director is a corporate person, its corporate director representative),
key management officer 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, if any, 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) The
Company Restructuring Documents, when executed, will be, in full force and effect and represent a valid, binding and enforceable obligation
of CayCo, the Company and the Company Shareholders in connection with the Company Acquisition or Company Shareholders Subscription.
(b) Neither
the execution or delivery by any party thereto, nor the performance of any party’s obligations under any of the Company Restructuring
Documents, when executed, violate or will violate any Laws, including any Laws applicable to the Company for being traded on the Taiwan
Stock Market or being a Taiwan Public Company. The Company Restructuring Documents, when executed, 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).
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 6.8, Section 6.12
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 the Cayman Islands, 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. 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,
legal, valid and binding obligations of SPAC, enforceable against SPAC in accordance with their respective 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.
6.3. No
Conflict. Subject to the SPAC Shareholder Approval and receipt of the Governmental Approvals set forth in Section 6.7,
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.
6.4. 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 May 20, 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.
6.5. SEC
Filings. Except as set forth on Section 6.5 of the SPAC Disclosure Letter, 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 January 27, 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.
6.6. 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) Except
as set forth on Section 6.6(b) of the SPAC Disclosure Letter, 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.
(c) Except
as set forth on Section 6.6(c) of the SPAC Disclosure Letter, since January 27, 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 (i) the audited balance sheet as of December 31, 2022, and audited statement
of operations, cash flow and shareholders’ equity of SPAC for the period from May 20, 2021 (inception) through December 31,
2022, together with the auditor’s reports thereon (the “Audited SPAC Financial Statements”); and (ii) the
unaudited condensed balance sheet as of March 31, 2023, and unaudited statements of operations cash flow and shareholder’s
equity of SPAC from December 31, 2022 to March 31, 2023 (the “Unaudited SPAC Financial Statements”, and
together with the Audited SPAC Financial Statements, 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.
6.7. 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 6.7 of the SPAC Disclosure Letter or Section 5.6
of the Company Disclosure Letter.
6.8. Trust
Account. As of the date of this Agreement, SPAC has at least US$43,442,918.44 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 January 24,
2022, between SPAC and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”), as amended
by (a) the Amendment No.1 to the Trust Agreement (as defined below) dated April 13, 2023, (b) the Amendment No.2 to the
Trust Agreement dated October 25, 2023, and (c) the Amendment No.3 to the Trust Agreement dated November 8, 2023, and
as further amended from time to time (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) to any portion of the proceeds in the Trust Account. 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.
6.9. 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.
6.10. 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 on Section 6.10 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.
6.11. No
Undisclosed Liabilities. Except 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.
6.12. Capitalization
of SPAC.
(a) As
of the date of this Agreement, the authorized share capital of SPAC is US$22,1000, consisting of (i) 200,000,000 SPAC Class A
Ordinary Shares, of which 5,000,000 shares are issued and outstanding as of the date of this Agreement, and (ii) 20,000,000 SPAC
Class B Ordinary Shares, of which 2,191,873 shares are issued and outstanding as of the date of this Agreement, and (iii) 1,000,000
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, 6,500,000 SPAC Public Warrants and 7,900,000 SPAC Private Placement Warrants
are issued and outstanding. The SPAC Warrants are not exercisable until thirty (30) calendar 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.
6.13. Brokers’
Fees. 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.
6.14. 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 FST 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.
6.15. 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 “LATG”. Except as set forth on Section 6.15 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 terminate the listing of SPAC Class A Ordinary Shares 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 under
the Exchange Act, except as contemplated by this Agreement.
6.16. 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.
6.17. 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, and take reasonable steps to ensure
that its directors and employees have and will continue to comply with the Specified Business Conduct Laws, including implementing reasonable
compliance policies to ensure that there are systems in place to deter, prevent, detect and remediate improper conduct. 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 other than the annual
dividend distribution as approved by the annual general shareholders meeting of the Company;
(c) subdivide,
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 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, (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$300,000 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 or in the ordinary course of business consistent with past practice, (v) establish any trust
or take any other action to secure the payment of any compensation payable by the Group, (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, (vii) grant any equity or equity-based compensation awards,
or (viii) plan, implement, or announce any group employee layoffs, plant closings, reductions in force, furloughs, temporary layoffs,
or salary or wage reductions except in the ordinary course of business consistent with past practice;
(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 and suppliers 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 FST 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$300,000; or
(ii) discharge any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise), which individually
or in the aggregate exceed US$300,000, 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) fail
to avoid or eliminate each and every impediment and to ensure the Taiwan DIR 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) terminate
or amend in a manner materially detrimental to the Group any material insurance policy insuring the business of the Group;
(cc) waive,
amend, revoke or terminate the Company Restructuring Documents 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 disclosed in the SPAC SEC Filings or as required by Law:
(a) 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;
(b) 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;
(c) 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 FST Restructuring or the Business Combination;
(d) 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);
(e) 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;
(f) 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);
(g) (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; or
(h) enter
into any agreement to do any action prohibited under this Section 7.2.
7.3. Company
Restructuring Documents.
(a) The
Company Parties will use their respective best efforts to cause each other counterparties thereto to execute and deliver (i) the
Phase I Restructuring Documents with the relevant parties thereto within seventy-two (72) calendar days after the date of this Agreement,
and (ii) the Phase II Restructuring Documents as soon as reasonably practicable and legally feasible and in no event later than
thirty (30) Business Days after the Financial Supervisory Commission of Taiwan issues its approval for the termination of the Company’s
Taiwan Public Company status. The Company Parties will use their respective best efforts to cause the Company Restructuring Documents
to be executed with each of the relevant parties thereto such that the Company Acquisition Percentage shall be at least 90%. For the
avoidance of doubt, the foregoing obligations of the Company Parties shall include, if necessary or desirable, a requirement of the Company
Parties to seek enforcement of the Company Holders Support Agreement in order to, among other things, cause each Company Shareholder
to execute and deliver the relevant Company Restructuring Documents. The Company Parties shall ensure that the Company 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 (with respect
to the Company Restructuring Documents, after execution thereof) not to: (i) change, amend, restate, replace, supplement, assign
or otherwise modify or terminate the Company Restructuring Documents; or (ii) agree to the waiver of any rights thereunder; (iii) cancel
or terminate the Company 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 the discussion, negotiation
and signing status of the Company Restructuring Documents.
7.4. Access.
Prior to the Merger Effective Time and subject to applicable Laws, SPAC and its Representatives, on the one hand, and the Company Parties
and its Representatives, on the other hand, 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 each other
and such examination (including the right to make copies) of the Contracts, work papers, Tax Returns and books and records of the other
as it reasonably requests. Any such access and examination shall be conducted on advance notice, during regular business hours. The disclosing
Party(ies) shall use its reasonable best efforts to cause its officers, employees, attorneys, accountants, consultants, agents and other
Representatives to reasonably cooperate with the accessing Party(ies)
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 disclosing Party(ies), taken as whole
or (ii) require the disclosing Party(ies) to disclose information that the disclosing Party(ies), 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 disclosing Party(ies) 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. 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 FST 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 FST 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 Taiwan DIR 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 FST 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 FST 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 FST 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 FST 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 FST 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 FST 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) calendar 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 a 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 forty five (45) 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 approved the FST Restructuring and the Transactions (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) .
(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 FST 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 FST 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 and as may be reasonably necessary to (i) implement
and consummate the FST Withdrawal in accordance with Section 2.6; (ii) implement the Squeeze Out in accordance with
Section 2.7; and (iii) shall keep SPAC, the Sponsor and their respective Representatives informed of all developments
in respect of the FST Withdrawal and 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 FST Restructuring as
soon as practicable and any and all action necessary to consummate the FST Restructuring. Without limiting the generality of this Section 7.10(c):
(i) the
Company Parties shall, as promptly as possible but in any event no later than ten (10) Business Days after the Company’s de-registration
of trading from the Taiwan Stock Market, file or submit all necessary submissions, notifications, filings and applications in connection
with the Phase I DIR Approval and shall each use their respective best efforts to obtain the Phase I DIR Approval as promptly and as
legally feasible and reasonably practicable, and take all such actions as are necessary to maintain the effectiveness of such approval
until the Transactions and the FST Restructuring have been consummated. The Company Parties shall (i) not do anything to revoke, modify
in any material respect, or terminate the Phase I DIR Approval, (ii) avoid or eliminate each and every impediment under any Law that
cause the Phase I DIR Approval to lose effect, and (iii) keep SPAC and its Representatives informed of all developments in respect of
the Phase I DIR Approval; and
(ii) the
Company Parties shall, as promptly as possible but in any event no later than thirty (30) Business Days after the termination of the
Company’s Taiwan Public Company status, file or submit all necessary submissions, notifications, filings and applications in connection
with the Phase II DIR Approval and shall each use their respective best efforts to obtain the Phase II DIR Approval required to consummate
the Transactions and the FST Restructuring, as promptly and as legally feasible and reasonably practicable. The Company Parties shall
(i) not do anything to revoke, modify in any material respect, or terminate the Phase II DIR Approval, (ii) avoid or eliminate
each and every impediment under any Law that cause the Phase II DIR Approval to lose effect, and (iii) keep SPAC and its Representatives
informed of all developments in respect of the Phase II DIR 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 DIR Approval and any other regulatory approvals, consents, Actions, non-actions or waivers in connection
with the FST 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 may 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. 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; 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 FST 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 FST 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, 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 FST 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 FST
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 FST Restructuring
from qualifying, for the Intended Tax Treatment. Each of SPAC and the Company Parties shall report the Transactions and the FST 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 FST 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 FST 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 FST Restructuring or that the Transactions or the FST 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 Department of Investment Review, the Ministry of Economic
Affairs of Taiwan) 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 shareholders
and/or 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, licensing agreements, and lease agreements, in connection with the Transaction or the FST 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 FST 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 FST 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 material 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 in all material 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 material respects 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%;
(d) the
FST Restructuring shall have been consummated;
(e) there
shall not have occurred a Company Material Adverse Effect after the date of this Agreement;
(f) 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 FST Restructuring, issuance of the equity securities
in connection with the Merger and the FST Restructuring, and CayCo’s listing on the applicable Stock Exchange, including but not
limited to the Taiwan DIR Approval;
(g) the
Taiwan DIR Approval has been obtained and is effective;
(h) all
Third Party Consents shall have been obtained, if any; and
(i) 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 6.12 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 6.12) (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, if the Closing shall not have occurred by 5:00 p.m. (Hong Kong time) on October 26, 2024 (the “Agreement
End 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 DIR 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 FST Restructuring illegal or otherwise preventing or prohibiting consummation of the Merger or the FST 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 and at any adjournment or postponement thereof, as applicable;
(e) by
the Company, if SPAC is in material breach of any of its obligations hereunder and such material breach will result in the failure to
satisfy the conditions to the obligations of the Company Parties to consummate the Closing set forth in Section 8.3, provided
that if such material breaches are curable by SPAC, then, for a period of up to thirty (30) calendar days after receipt by SPAC of
notice from the Company of such material breaches, but only as long as SPAC continues to use its reasonable best efforts to cure
such material breaches, such termination by the Company shall be effective by the end of such thirty (30) calendar days;
(f) by
SPAC, if the condition in Section 8.2(c) is not or will not be satisfied at the FST Restructuring Closing;
(g) by
SPAC, if (i) the Company Parties fail to receive the Phase I DIR Approval within one hundred thirty two (132) calendar days after
the date of this Agreement; (ii) the Company Parties fail to receive the Phase II DIR Approval within two hundred and ten (210)
calendar days after the date of this Agreement; or (iii) such Taiwan DIR Approval is revoked, terminated or loses effect, provided
that in each case of (i) and (ii), if the Company provides a written confirmation prior to the relevant deadline (or if later,
the date on which SPAC notifies the Company it wants to terminate under this Section 9.1(g)) to SPAC, with reasonable evidence
demonstrating that failure to obtain Phase I DIR Approval or Phase II DIR Approval (as applicable) was due to curable defects, then,
for sixty (60) calendar days from the delivery of such confirmation, any termination notice from SPAC under this Section 9.1(g) shall
not be effective, as long as the Company Parties use their respective best efforts in such period to cure all such defects and seek the
Taiwan DIR Approval, and if by the end of the period the Taiwan DIR Approval has not been obtained, any termination notice by SPAC under
this Section 9.1(g) can be immediately effective;
(h) by
SPAC, if the Company has suffered or there is a Company Material Adverse Effect;
(i) 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, provided
that if such material breaches are curable by the Company Parties, then, for a period of up to thirty (30) calendar days after receipt
by the Company of notice from SPAC of such material breaches, but only as long as the Company Parties continue
to use their respective reasonable best efforts to cure such material breaches, such termination by SPAC shall be effective
by the end of such thirty (30) calendar days; and
(j) by
SPAC, if the Company Shareholder Approval shall not have been obtained within forty-five (45) Business Days after the date of this Agreement
and at any adjournment or postponement thereof, as applicable.
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 January 24,
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 I 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: |
Femco Steel Technology Co., Ltd.
No. 3, Gongye 1st Rd., Minxiong Township, Chiayi County 621018, Taiwan
|
Attention: |
Marie Chao |
|
Email: |
marie.chao@fstshafts.com.tw |
with copies (which shall not
constitute actual or constructive notice) to:
Landi Law Firm
15F-1, No. 105, Guo’an
1st Rd, Xitun District
Taichung City 407, Taiwan
|
Attention: |
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, shareholders, 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) the Company shall bear all of the fees and costs relating to SPAC Extension which shall
not exceed US$80,000 per month; (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; (iii) if this Agreement is terminated 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(f),
Section 9.1(h) or Section 9.1(i)), the Company shall pay and reimburse all SPAC Transaction Expenses, and
pay or cause to be paid a termination fee equal to US$2,000,000 (the “Termination Fee”) to SPAC (or one or more of
its designees), and if this Agreement is terminated by SPAC pursuant to Section 9.1(g), the Company shall pay and reimburse
all SPAC Transaction Expenses, in each case by wire transfer of same day funds as promptly as reasonably practicable and, in any event,
within ten (10) Business Days of such termination; and (iv) if this Agreement is terminated by the Company pursuant to Section 9.1(b) (only
if the Company would also have the right to terminate this Agreement pursuant to Section 9.1(d)) or pursuant to Section 9.1(d) or
Section 9.1(e), SPAC shall pay and reimburse all Company Transaction Expenses by wire transfer of same day funds as promptly
as reasonably practicable and, in any event, within ten (10) Business Days of agreement by the Company Parties and SPAC of the amount
of Company Transaction Expenses payable. The Parties acknowledge and agree that the provisions for payment of the Termination Fee are
an integral part of the Transactions and are included herein in order to induce the Parties to enter into this Agreement. The Parties
further agree that the payments set forth in this Section 10.6(a) shall be the sole and exclusive remedy (whether at
law, in equity, in contract, in tort or otherwise) if this Agreement is terminated pursuant to Section 9.1; provided,
that the foregoing shall not limit (x) the Company from liability for any willful breach of this Agreement, willful misconduct or
fraud relating to events occurring prior to termination of this Agreement, or (y) the rights of SPAC to seek specific performance
or other injunctive relief under Section 10.15 in lieu of terminating this Agreement. No Party shall be liable to the other
Parties for any indirect, punitive, special or consequential losses or damages arising out of this Agreement.
(b) For
the avoidance of doubt, (x) any payments to be made (or to cause to be made) by SPAC pursuant to the provision in 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 FST 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 FST Restructuring Expenses.
(c) The
Company shall be responsible for and shall pay all Transfer Taxes incurred in connection with the FST 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. Notwithstanding the foregoing, the Merger and the exercise of appraisal
and dissenters’ rights under the Cayman Companies Act, the fiduciary or other duties of the board of directors of SPAC, CayCo and
Merger Sub with respect of the Merger, shall in each case be construed, performed and enforced in accordance with the Laws of the Cayman
Islands.
(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 FST 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. 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.
[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 I CO. |
|
|
|
|
By: |
/s/ Shibin Wang |
|
Name: |
Shibin Wang |
|
Title: |
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.
|
FEMCO STEEL TECHNOLOGY CO., LTD. |
|
|
|
|
By: |
/s/ David Chuang |
|
Name: |
DAVID CHUANG |
|
Title: |
Chairman |
|
|
|
|
FST CORP. |
|
|
|
|
By: |
/s/ David Chuang |
|
Name: |
DAVID CHUANG |
|
Title: |
Director |
|
|
|
|
FST MERGER LTD. |
|
|
|
|
By: |
/s/ David Chuang |
|
Name: |
DAVID CHUANG |
|
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) | FST Corp., a Cayman Islands exempted company limited by shares (“CayCo”); |
| (ii) | Femco Steel Technology, Co., Ltd., a company incorporated and in existence under the Laws of
Taiwan (the “Company”); |
| (iii) | Chenghe Acquisition I Co., a Cayman Islands exempted company (“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, FST Merger Ltd.,
a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of CayCo (“Merger Sub”), the
Company, and SPAC have entered into that certain Business Combination Agreement, dated as of December 22, 2023 (as amended
or supplemented from time to time, the “Business Combination Agreement”);
WHEREAS, in accordance with
applicable Laws, CayCo and the Company will conduct and consummate the FST Restructuring 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 one (1) Business
Day after the FST 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 “FST Ltd.”;
WHEREAS, SPAC and certain of
the SPAC Holders are parties to that certain Registration and Shareholder Rights Agreement, dated January 24, 2022 (as amended on
October 6, 2023 and from time to time, the “Prior SPAC 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; and
WHEREAS, the Company and the
Company Holders desire to enter into this Agreement, pursuant to which CayCo shall grant the Company Holders certain investor rights,
as set forth in this 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.
“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Board, after
consultation with counsel to CayCo, (i) would be required to be made in any Registration Statement in order for the applicable Registration
not to contain any Misstatement, (ii) would not be required to be made at such time if the Registration Statement were not being
filed, and (iii) CayCo has a bona fide business purpose for not making such information public.
“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 2.1.6(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.
“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated therein, or necessary
to make the statements therein (in the case of any Registration Statement, in the light of the circumstances under which they were made)
not misleading.
“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 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, conversion, exchange or redemption 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, conversion, exchange or redemption 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, conversion, exchange or redemption 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
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 2.1.6(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 2.1.6(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 I 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, LatAmGrowth Sponsor LLC 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 commercially reasonable 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.
2.1.6 Underwritten
Takedown.
(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 2.1.6(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 2.1.6(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).
2.1.7 Selection
of Underwriters. The Requesting Holder 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.
2.1.8 Registrations
effected pursuant to this Section 2.1 shall not be counted as Demand Registrations effected pursuant to Section 2.2.
2.1.9 Block
Trades. Notwithstanding any other provision of this Agreement, if a Requesting 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 Requesting 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 Requesting 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 Requesting Holders of the transaction and none of the other Holders, (3) the other Requesting 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 Requesting Holders. Any Registration effected pursuant to this Section 2.1.9 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 2.1.6(c). The Requesting 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. During such time when there is no effective Resale Shelf Registration Statement, 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; or (b) more than six (6) 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, then such Registration shall not be deemed to constitute a Demand Registration 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.
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 pursuant to Section 2.1 hereof; (ii) filed
in connection with any employee stock option or other benefit plan, (iii) for an exchange offer or offering of securities solely
to CayCo’s existing shareholders, (iv) for an offering of debt that is convertible into equity securities of CayCo, (v) filed
on Form F-4, related to any merger, acquisition or business combination, (vi) for a dividend reinvestment plan or (vii) filed
in connection with a Block Trade by one or more holders of Registrable Securities in accordance with Section 2.1.9, 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, if applicable, 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 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 commercially reasonable 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 commercially reasonable 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 commercially reasonable efforts to cause such Registration Statement to become effective and use its commercially reasonable
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 chief financial officer 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 in aggregate during any twelve (12)-month period.
3.1.3 Copies.
CayCo shall, at least ten (10) days 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 commercially reasonable 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 and an negative
assurance letter, dated such date, of one (1) counsel representing CayCo for the purposes of such Registration, addressed to the
Holders participating in such Registration, 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 as the Holders, placement agent, sales agent, or Underwriter may reasonably
request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in
interest of the participating Holders.
3.1.10 Cooperation.
The chief executive officer of CayCo, the chief financial officer of CayCo, the chief 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. CayCo shall use
its reasonable efforts to make available the chief executive officer of CayCo, the chief financial officer of CayCo and all other officers
and members of the management of CayCo to participate in customary “road show” presentations that may be reasonably requested
by the Underwriter in any underwritten offering.
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 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 the event described in provision (iv) of
the first sentence of Section 3.1.5, 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 it is advised by the Company
in writing that the use of the Registration Statement can be resumed. If the filing, initial effectiveness or continued use of a Registration
Statement in respect of any Registration at any time would require CayCo to make an Adverse Disclosure or would require the inclusion
in such Registration Statement of financial statements that are unavailable to CayCo for reasons beyond CayCo control, CayCo may, upon
giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration
Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Board to be necessary
for such purpose. CayCo shall immediately notify the Holders of the expiration of any period during which it exercised its rights under
this Section 3.2.
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 preparation, printing and distribution of the Resale Shelf Registration Statement pursuant to Section 2.1, any Demand
Registration pursuant to Section 2.1, any Demand Takedown pursuant to Section 2.1.6(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 reasonable fees and expenses of one legal counsel selected by the holders of a majority-in-interest of the Registrable
Securities included in such registration, not to exceed $150,000 without the consent of CayCo. 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 participating
Holders 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, to the fullest extent permitted by applicable Law, each Holder, and each
of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who
controls an Holder (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 in connection with such Registration.
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. The indemnification provided for under this Agreement shall remain
in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party and shall survive the transfer
of Registrable Securities.
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 Audit,
and (ii) the Board may from time to time by resolution establish and maintain other committees of the Board (including Compensation
and/or Nominating Committee). 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, (iv) the Laws of the jurisdiction
of incorporation or organization of any Subsidiary of CayCo, and/or (v) the Governing Documents of CayCo’s Subsidiaries ((i) through
(v) 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 other shareholders of SPAC, 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 other shareholder of the Company, 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. 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:
Femco Steel Technology Co., Ltd.
No. 3, Gongye 1st Rd., Minxiong Township, Chiayi County 621018, Taiwan
|
Attention: |
Marie Chao |
|
Email: |
marie.chao@fstshafts.com.tw |
with a copy (which will not constitute actual or constructive
notice) to:
Landi Law Firm
15F-1, No. 105, Guo’an 1st
Rd, Xitun District
Taichung City 407, Taiwan
|
Attention: |
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 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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FST CORP. |
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By: |
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Name: David Chuang |
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Title: Director |
[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.
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FEMCO STEEL TECHNOLOGY, CO., LTD. |
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By: |
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Name: |
莊宇龍 |
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Title: |
Chairman |
[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.
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CHENGHE ACQUISITION I CO. |
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By: |
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Name: |
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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: |
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ACCEPTED AND AGREED |
Print Name: |
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FST CORP. |
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 FST Corp.,
a Cayman Islands exempted company limited by shares (“CayCo”), and each of Chenghe Investment I Limited, a Cayman
Islands exempted company limited by shares (“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”). 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 I Co., a Cayman Islands exempted company (the “SPAC”), CayCo, FST Merger Ltd., a Cayman Islands
exempted company limited by shares and a direct wholly owned subsidiary of CayCo, (“Merger Sub”) and Femco Steel Technology
Co., Ltd., a company incorporated and in existence under the Laws of Taiwan with uniform commercial number of 04465819 (the “Company”)
have entered into that certain Business Combination Agreement, dated as of December 22, 2023 (as amended or supplemented
from time to time, the “Business Combination Agreement”);
WHEREAS,
in accordance with applicable Laws, CayCo and the Company will conduct and consummate the FST Restructuring 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
one (1) Business Day after the FST 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 company and a wholly owned subsidiary of CayCo
(the “Merger”), and SPAC will change its name to “FST 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 the 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.
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; (xi) in connection with any legal,
regulatory or other order; or (xii) in connection with any transfer or assignment permitted or provided in the SPAC SEC Filings;
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:
Femco Steel Technology Co., Ltd.
No. 3, Gongye 1st Rd., Minxiong Township
Chiayi County 621018, Taiwan
|
Attention: |
Marie Chao |
|
Email: |
marie.chao@fstshafts.com.tw |
with a copy (which shall not
constitute notice) to:
Landi Law Firm
15F-1, No. 105, Guo’an
1st Rd, Xitun District
Taichung City 407, Taiwan
|
Attention: |
Francis Chang |
|
Email: |
FC@landilawyer.com.tw |
If to
the Sponsor:
Chenghe Investment I Limited
38 Beach Road #29-11
South Beach Tower
Singapore
|
Attention: |
Richard Qi 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 |
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Steven Sha |
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Email: |
joel.rubinstein@whitecase.com |
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jessica.zhou@whitecase.com |
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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 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 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.
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FST CORP. |
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By: |
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Name: David Chuang |
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Title: Director |
[Signature Page to
Lock-Up Agreement]
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
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CHENGHE INVESTMENT I LIMITED |
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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 I Co. (the “Surviving Company”)
and FST Merger 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 December 22,
2023 and made among FST Corp., Femco Steel Technology Co., Ltd., 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 “FST 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 Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009,
Cayman Islands. |
| 4 | Immediately
prior to the Effective Time (as defined below), the share capital of the Surviving Company will be US$22,100 divided into 200,000,000
Class A ordinary shares of a par value of US$0.0001 each (the “SPAC Class A Shares”), 20,000,000 Class B ordinary
shares of a par value of US$0.0001 each (the “SPAC Class B Shares”) and 1,000,000 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
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 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 |
) |
|
|
Duly authorised for |
) |
|
|
and on behalf of |
) |
Director |
|
CHENGHE ACQUISITION I CO.
|
) |
|
|
|
|
|
|
SIGNED by _David Chuang |
) |
|
|
Duly authorised for |
) |
|
|
and on behalf of |
) |
Director |
|
FST MERGER LTD. |
) |
|
|
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
FST CORP.
(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
FST
CORP.
(Adopted
pursuant to a special resolution passed on ____________ and effective on ____________)
| 1. | The name of the
Company is FST Corp.. |
| 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
FST CORP.
(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 FST Corp., 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; |
|
|
“Independent Director” |
means a Director who is an independent director
as defined in the Designated Stock Exchange Rules as determined by the Board; |
|
|
“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.
For so long as the Shares are listed on a Designated Stock Exchange, the title to such Shares
may be evidenced and transferred in accordance with the applicable Designated Stock Exchange
Rules and, for these purposes, the Register of Members may be maintained in accordance
with section 40B of 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
16.
| (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. For so long as
the Shares are listed on a Designated Stock Exchange, the Directors shall include at least
such number of Independent Directors as the applicable law, rules or regulations or
the Designated Stock Exchange Rules require as determined by the Board. |
| 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
SPONSOR SUPPORT
AGREEMENT
This
Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of December 22, 2023 by and among Chenghe
Investment I Limited, a Cayman Islands exempted company (“Chenghe”) and LatAmGrowth Sponsor LLC, a Delaware limited
liability company (“Old Sponsor” and collectively, the “Sponsors”), Chenghe Acquisition I Co.,
a Cayman Islands exempted company limited by shares (“SPAC”), and Femco Steel Technology Co., Ltd., a company
incorporated and in existence under the Laws of Taiwan with uniform commercial number of 04465819 (the “Company”).
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,
as of the date hereof, (1) Chenghe is the holder of record and the “beneficial owner” (within the
meaning of Rule 13d-3 under the Exchange Act) of 1,591,873 SPAC Class B Ordinary Shares and 1,058,127 SPAC Class A Ordinary
Shares (such shares, collectively “Chenghe Shares”) and 7,900,000 SPAC Private Placement Warrants (such warrants,
the “Subject Warrants”); and (2) the Old Sponsor is the holder of record
and the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of 600,000 SPAC Class B Ordinary
Shares (such shares, “Old Sponsor Shares” and Chenghe Shares and the Old Sponsor Shares, collectively, the “Subject
Shares”);
WHEREAS,
contemporaneously with the execution and delivery of this Sponsor Agreement, SPAC, the Company, FST Corp., a Cayman Islands exempted
company limited by shares (“CayCo”) and FST Merger Ltd., a Cayman Islands exempted company limited by shares and a
direct wholly owned subsidiary of CayCo (“Merger Sub”), have entered into a Business Combination Agreement (as amended,
restated, modified or supplemented from time to time, the “Business Combination Agreement”), dated as of the date
hereof;
WHEREAS,
in accordance with applicable Laws, CayCo and the Company will conduct and consummate the FST Restructuring 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
one (1) Business Day after the FST 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 “FST Ltd.”;
WHEREAS,
as a condition and inducement to the Company’s willingness to enter into the Business Combination Agreement and to consummate the
transactions contemplated therein, the parties hereto desire to agree to certain matters as set forth herein.
AGREEMENT
NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the
parties hereto hereby agree as follows:
Article I
SPONSOR SUPPORT AGREEMENT; COVENANTS
1.1 Binding
Effect of Business Combination Agreement. Each of the Sponsors hereby acknowledges that it has read the Business Combination Agreement
and this Sponsor Agreement and has had the opportunity to consult with its tax and legal advisors. Each of the Sponsors shall be bound
by and comply with Sections 7.7 (No Solicitation by SPAC) and 10.12 (Publicity) of the Business Combination
Agreement (and any relevant definitions contained in any such Sections) as if each of the Sponsors was an original signatory to the Business
Combination Agreement with respect to such provisions.
1.2 New
Shares. In the event that (a) any SPAC Ordinary Shares, SPAC Warrants or other equity securities of SPAC are issued to either
of the Sponsors after the date of this Sponsor Agreement pursuant to any stock dividend, stock split, recapitalization, reclassification,
combination or exchange of SPAC Ordinary Shares or SPAC Warrants of, on or affecting the SPAC Ordinary Shares or SPAC Warrants owned
by the Sponsors, (b) either of the Sponsors purchases or otherwise acquires beneficial ownership of any SPAC Ordinary Shares, SPAC
Warrants or other equity securities of SPAC after the date of this Sponsor Agreement and prior to the Closing, or (c) either of
the Sponsors acquires the right to vote or share in the voting of any SPAC Ordinary Shares or other equity securities of SPAC after the
date of this Sponsor Agreement (such SPAC Ordinary Shares, SPAC Warrants or other equity securities of SPAC, collectively the “New
Securities”), then such New Securities acquired or purchased by the Sponsors, as applicable, shall be subject to the terms
of this Sponsor Agreement to the same extent as if they constituted the SPAC Ordinary Shares or SPAC Warrants owned by the Sponsors respectively,
as of the date hereof, subject to compliance with applicable Laws of the relevant Governmental Authority.
1.3 Closing
Date Deliverables. On the Closing Date, each of the Sponsors and other parties thereto shall deliver to SPAC and the Company a duly
executed copy of that certain Investor Rights Agreement, by and among SPAC, CayCo, the Sponsors, certain of CayCo’s shareholders
or their respective Affiliates, as applicable, in substantially the form attached as Exhibit A to the Business Combination
Agreement.
1.4 Sponsor
Agreements.
(a) At
any meeting of the shareholders of SPAC, however called, or at any adjournment thereof, or in any other circumstance in which the vote,
consent or other approval of the shareholders of SPAC is sought from the date when the Company received the Taiwan DIR Approval until
the Closing Date or, if earlier, the termination of the Business Combination Agreement, each of the Sponsors shall (i) appear at
each such meeting or otherwise cause all of its SPAC Ordinary Shares to be counted as present thereat for purposes of calculating a quorum
and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered)
covering, all of its SPAC Ordinary Shares:
(i) in
favor of each SPAC Transaction Proposal;
(ii) against
any Business Combination Proposal or any proposal relating to a Business Combination Proposal (in each case, other than the SPAC Transaction
Proposals);
(iii) against
any merger agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution,
liquidation or winding up of or by SPAC (other than the Business Combination Agreement and the transactions contemplated thereby);
(iv) against
any change in the business, management or board of directors of SPAC (other than in connection with the SPAC Transaction Proposals);
and
(v) against
any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Sponsor Agreement,
the Business Combination Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, warranty
or any other obligation or agreement of SPAC under the Business Combination Agreement, (C) result in any of the conditions set forth
in Article VIII of the Business Combination Agreement not being fulfilled or (D) change in any manner the dividend policy or
capitalization of, including the voting rights of any class of capital stock of, SPAC.
Each
of the Sponsors hereby agrees on its own behalf that it shall not commit or agree to take any action inconsistent with the foregoing.
(b) The
Sponsors shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Joinder Agreement
dated as of October 6, 2023, by and among SPAC, the Sponsors, and certain other parties thereto (the “Joinder Agreement”),
to the Letter Agreement dated as of January 24, 2022, by and among SPAC and certain other parties thereto (the “Insider
Letter Agreement”, and together with the Joinder Agreement, the “Voting Letter Agreement”), including the
respective obligations of the Sponsors pursuant to Section 1 therein to not redeem any SPAC Ordinary Shares owned by the
Sponsors in connection with the transactions contemplated by the Business Combination Agreement.
(c) During
the period commencing on the date hereof and ending on the earlier of (i) the Merger Effective Time and (ii) such date and
time as the Business Combination Agreement shall be terminated in accordance with Section 9.1 thereof (the earlier of (i) and
(ii), the “Expiration Time”), the Sponsors shall not modify or amend any Contract between or among the Sponsors or
any of their respective Affiliates of the Sponsors (other than SPAC), on the one hand, and SPAC, on the other hand, without the prior
written consent of the Company.
1.5 Further
Assurances. Each of the Sponsors shall take, or cause to be taken, all actions and do, or cause to be done, all things reasonably
necessary under applicable Laws to consummate the Merger and the other transactions contemplated by the Business Combination Agreement
on the terms and subject to the conditions set forth therein and herein.
1.6 No
Inconsistent Agreement. Each of the Sponsors hereby represents and covenants that each of the Sponsors, as applicable, has not entered
into, and shall not enter into, any agreement that would restrict, limit or interfere with the performance of the Sponsors’ respective
obligations hereunder.
Article II
REPRESENTATIONS AND WARRANTIES
2.1 Representations
and Warranties of the Sponsors. The Sponsors represent and warrant, severally but not jointly, as of the date hereof to SPAC and
the Company as follows:
(a) Organization;
Due Authorization. Each of the Sponsors is duly organized, validly existing and in good standing under the Laws of the jurisdiction
in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Sponsor Agreement
and the consummation of the transactions contemplated hereby are within the Sponsors’ respective corporate, limited liability company
or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions
on the part of each of the Sponsors. This Sponsor Agreement has been duly executed and delivered by each of the Sponsors and, assuming
due authorization, execution and delivery by the other parties to this Sponsor Agreement, this Sponsor Agreement constitutes a legally
valid and binding obligation of each of the Sponsors, enforceable against each of the Sponsors in accordance with the terms hereof (except
as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity
affecting the availability of specific performance and other equitable remedies). If this Sponsor Agreement is being executed in a representative
or fiduciary capacity, the Person signing this Sponsor Agreement has full power and authority to enter into this Sponsor Agreement on
behalf of each of the Sponsors.
(b) Ownership.
Each of the Sponsors is, as of the date hereof, the record and beneficial owner (as defined in the Securities Act) of, and has good title
to, their respective Subject Shares and Subject Warrants, and there exist no Liens or any other limitation or restriction (including
any restriction on the right to vote, sell or otherwise dispose of such SPAC Ordinary Shares or SPAC Warrants (other than transfer restrictions
under the Securities Act)) affecting any such SPAC Ordinary Shares or SPAC Warrants, other than Liens pursuant to (i) this Sponsor
Agreement, (ii) SPAC’s Governing Documents, (iii) the Business Combination Agreement, (iv) the Voting Letter Agreement
or (v) any applicable securities Laws. The Subject Shares and Subject Warrants are the only equity securities in SPAC owned of record
or beneficially by each of the Sponsors, as applicable, on the date of this Sponsor Agreement, and none of the Subject Shares or Subject
Warrants are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Subject Shares or
Subject Warrants, except as provided hereunder and under the Voting Letter Agreement. Other than the Subject Warrants, each of the Sponsors
does not hold or own any rights to acquire (directly or indirectly) any equity securities of SPAC or any equity securities convertible
into, or which can be exchanged for, equity securities of SPAC.
(c) No
Conflicts. The execution and delivery of this Sponsor Agreement by the Sponsors, as applicable, does not, and the performance by
the Sponsors of their respective obligations hereunder will not, (i) conflict with or result in a violation of the organizational
documents of each of the Sponsors or (ii) require any consent or approval that has not been given or other action that has not been
taken by any Person (including under any Contract binding upon each of the Sponsors or their respective Subject Shares or Subject Warrants),
in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by the Sponsors
of their respective obligations under this Sponsor Agreement.
(d) Litigation.
There are no Actions pending against the Sponsors, or to the knowledge of the Sponsors, as applicable, threatened against the Sponsors,
before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in any manner
challenges or seeks to prevent, enjoin or materially delay the performance by the Sponsors of their respective obligations under this
Sponsor Agreement.
(e) Brokerage
Fees. Except as described on Section 6.13 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 contemplated by the
Business Combination Agreement based upon arrangements made by the Sponsors, as applicable, for which SPAC or any of its Affiliates may
become liable.
(f) Acknowledgment.
Each of the Sponsors understands and acknowledges that each of SPAC and the Company is entering into the Business Combination Agreement
in reliance upon each of the Sponsors’ execution and delivery of this Sponsor Agreement.
Article III
MISCELLANEOUS
3.1 Termination.
This Sponsor Agreement and all of its provisions shall terminate and be of no further force or effect upon the earlier of (a) the
Expiration Time, and (b) the written agreement of the Sponsors, SPAC, and the Company. Upon such termination of this Sponsor Agreement,
all obligations of the parties under this Sponsor Agreement will terminate, without any liability or other obligation on the part of
any party hereto to any Person in respect hereof or the transactions contemplated hereby, and no party hereto shall have any claim against
another (and no person shall have any rights against such party), whether under contract, tort or otherwise, with respect to the subject
matter hereof; provided, however, that the termination of this Sponsor Agreement shall not relieve any party hereto from liability arising
in respect of any breach of this Sponsor Agreement prior to such termination. This ARTICLE III shall survive the termination
of this Sponsor Agreement.
3.2 Amendment.
Subject to applicable Law, this Sponsor Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated,
except upon the execution and delivery of a written agreement executed by SPAC, the Company, and the Sponsors.
3.3 Waiver.
Each provision in this Sponsor Agreement may only be waived by written instrument making specific reference to this Sponsor Agreement
signed by the party against whom enforcement of any such provision so waived is sought. No action taken pursuant to this Sponsor 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 Sponsor 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.
3.4 Notices.
All notices and other communications under this Sponsor 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 SPAC:
Chenghe Acquisition I Co.
38 Beach Road #29-11
South Beach Tower
Singapore
|
Attention: |
Richard Qi Li |
|
Email: |
richard.li@chenghecap.com |
with a copy (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 |
If to the Company:
Femco Steel Technology Co., Ltd.
No. 3, Gongye 1st Rd., Minxiong Township, Chiayi County 621018, Taiwan
|
Attention: |
Marie Chao |
|
Email: |
marie.chao@fstshafts.com.tw |
with a copy (which shall not
constitute actual or constructive notice) to:
Landi Law Firm
15F-1,
No. 105, Guo’an 1st Rd, Xitun District
Taichung City 407, Taiwan
|
Attention: |
Francis Chang |
|
Email: |
FC@landilawyer.com.tw |
If to the Sponsors:
Chenghe Investment I Limited
38 Beach Road #29-11
South Beach Tower
Singapore
|
Attention: |
Richard Qi Li |
|
Email: |
richard.li@chenghecap.com |
with a copy (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 |
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.
3.5 Assignment.
No party hereto shall assign this Sponsor 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 Sponsor Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective permitted successors and assigns.
3.6 Rights
of Third Parties 1.1 . Nothing expressed or implied in this Sponsor 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 Sponsor Agreement.
3.7 Governing
Law; Jurisdiction 1.2 . This Sponsor Agreement, and any claim or cause of action
hereunder based upon, arising out of or related to this Sponsor Agreement (whether based on law, in equity, in contract, in tort or
any other theory) or the negotiation, execution, performance or enforcement of this Sponsor 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 Sponsor 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 3.4
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 Sponsor 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 Sponsor Agreement and the rights and obligations arising hereunder, or for recognition and
enforcement of any judgment in respect of this Sponsor 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 3.7.
3.8 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 SPONSOR 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 SPONSOR 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.
3.9 Entire
Agreement. This Sponsor Agreement and the agreements referenced herein constitute the entire agreement and understanding of the parties
hereto in respect of the subject matter hereof and supersede all prior understandings, agreements or representations by or among the
parties hereto to the extent they relate in any way to the subject matter hereof.
3.10 Severability.
If any provision of this Sponsor Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions
of this Sponsor 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 Sponsor Agreement, they shall take any actions
necessary to render the remaining provisions of this Sponsor Agreement valid and enforceable to the fullest extent permitted by Law and,
to the extent necessary, shall amend or otherwise modify this Sponsor 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.
3.11 Headings;
Counterparts. The headings in this Sponsor 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.
3.12 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 Sponsor 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 Sponsor 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 Sponsor Agreement shall not be required to provide any bond or
other security in connection with any such order or injunction.
[Remainder
of page intentionally left blank]
IN
WITNESS WHEREOF, the Sponsors, SPAC, and the Company have each caused this Sponsor Support Agreement to be duly executed as of the date
first written above.
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SPONSORS: |
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|
|
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CHENGHE INVESTMENT I LIMITED |
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|
|
|
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By: |
/s/
Qi Li |
|
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Name: |
Qi Li |
|
|
Title: |
Director |
|
|
|
|
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LATAMGROWTH SPONSOR LLC |
|
|
|
|
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By: |
/s/ Gerard Cremoux |
|
|
Name: |
Gerard Cremoux |
|
|
Title: |
Manager |
[Signature
Page to Sponsor Support Agreement]
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SPAC: |
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|
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CHENGHE ACQUISITION I CO. |
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|
|
|
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By: |
/s/ Shibin Wang |
|
|
Name: |
Shibin Wang |
|
|
Title: |
Director |
[Signature Page to
Sponsor Support Agreement]
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COMPANY: |
|
|
|
|
|
FEMCO STEEL TECHNOLOGY CO., LTD. |
|
|
|
|
|
By: |
/s/ 莊宇龍 |
|
|
Name: |
莊宇龍 |
|
|
Title: |
Chairman |
[Signature Page to
Sponsor Support Agreement]
Exhibit 10.2
SHAREHOLDER SUPPORT
AGREEMENT
This
Shareholder Support Agreement (this “Agreement”) is dated as of December 22, 2023, by and among Chenghe
Acquisition I Co., a Cayman Islands exempted company (“SPAC”), the Persons set forth on Part I of Schedule
I hereto (each, a “Company Shareholder” and, collectively, the “Company Shareholders”), Femco
Steel Technology Co., Ltd., a company incorporated and in existence under the Laws of Taiwan with uniform commercial number of 04465819
(the “Company”), the Person set forth on Part II of Schedule I hereto (the “CayCo Shareholder”,
and together with the Company Shareholders, the “Shareholders”), and FST Corp., a Cayman Islands exempted company
limited by shares (“CayCo”). 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,
as of the date hereof, the Company Shareholders and CayCo Shareholder are the holders of record and the “beneficial owners”
(within the meaning of Rule 13d-3 under the Exchange Act) of such number of Company Shares or CayCo Ordinary Shares, as applicable,
as are indicated opposite each of their names on Schedule I attached hereto (all such Company Shares and CayCo Ordinary Shares,
together with any Company Shares or CayCo Ordinary Shares of which ownership of record or the power to vote (including, without limitation,
by proxy or power of attorney) is hereafter acquired by any such Company Shareholder or CayCo Shareholder during the period from the
date hereof through the Expiration Time (as defined below) are referred to herein as the “Subject Shares”);
WHEREAS,
contemporaneously with the execution and delivery of this Agreement, SPAC, the Company, CayCo and FST Merger Ltd., a Cayman Islands exempted
company limited by shares and a direct wholly owned subsidiary of the CayCo (“Merger Sub”), have entered into a Business
Combination Agreement (as amended, restated, modified or supplemented from time to time, together with any letter, schedule, attachment,
appendix and exhibit attached or referenced thereto, the “Business Combination Agreement”), dated as of the date hereof;
WHEREAS,
in accordance with applicable Laws, CayCo and the Company will conduct and consummate the FST Restructuring 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
one (1) Business Day after the FST 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 company and a wholly owned subsidiary of CayCo
(the “Merger”), and SPAC will change its name to “FST Ltd.”;
WHEREAS,
as a condition and inducement to SPAC’s willingness to enter into the Business Combination Agreement and to consummate the transactions
contemplated therein, the parties hereto desire to agree to certain matters as set forth herein.
AGREEMENT
NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the
parties hereto hereby agree as follows:
Article I
SHAREHOLDER SUPPORT AGREEMENT; COVENANTS
1.1 Binding
Effect of Business Combination Agreement and Company Restructuring Documents.
(a) Each
Shareholder hereby acknowledges that it has read the Business Combination Agreement and this Agreement and has had the opportunity to
consult with its tax and legal advisors. From the date hereof until the Expiration Time, each Shareholder shall be bound by and comply
with Sections 7.6 (Exclusivity) and 10.12 (Publicity) of the Business Combination Agreement (and any relevant definitions
contained in any such Sections) as if (i) such Shareholder was an original signatory to the Business Combination Agreement with
respect to such provisions, and (ii) each reference to the “Group” or “Company Parties”, as applicable,
contained in Section 7.6 of the Business Combination Agreement (other than Section 7.6(i) or Section 7.6(iii) thereof
or for purposes of the definition of Acquisition Proposal) also referred to each such Shareholder. For the purposes of this Agreement,
“Expiration Time” means the earlier of (x) the Merger Effective Time and (y) such date and time as the Business
Combination Agreement shall be terminated in accordance with Section 9.1 (Termination) thereof.
(b) Each
Company Shareholder hereby acknowledges that the Company Restructuring Documents, when executed, will be, in full force and effect and
represent a valid, binding and enforceable obligation of CayCo, the Company and the Company Shareholders in connection with the Company
Share Exchange or the Company Shareholders Subscription.
1.2 No
Transfer. During the period commencing on the date hereof and ending on the Expiration Time, each Shareholder shall not (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, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/Prospectus)
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, with respect to any Subject 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 Subject Shares, or (iii) publicly announce any intention
to effect any transaction, including the filing of a registration statement, specified in clause (i) or (ii) (clauses (i),
(ii) and (iii), collectively, a “Transfer”).
1.3 New
Shares. In the event that (a) any Subject Shares or other Securities are issued to a Shareholder after the date of this
Agreement pursuant to any distribution of bonus shares, stock dividend, stock split, recapitalization, reclassification, combination
or exchange of Subject Shares of, on or affecting the Subject Shares owned by such Shareholder, (b) a Shareholder purchases or otherwise
acquires beneficial ownership of any Subject Shares or other Securities after the date of this Agreement, or (c) a Shareholder acquires
the right to vote or share in the voting of any Subject Shares or other Securities after the date of this Agreement (such Subject Shares
or other Securities, the “New Securities”), then such New Securities acquired or purchased by such Shareholder shall
be subject to the terms of this Agreement to the same extent as if they constituted the Subject Shares owned by such Shareholder as of
the date hereof.
1.4 Shareholder
Agreements. During the period commencing on the date hereof and ending on the Expiration Time, each Shareholder hereby unconditionally
and irrevocably agrees that, at any meeting of the shareholders of the Company and CayCo (or any adjournment or postponement thereof),
and in any action by written consent of the shareholders of the Company and CayCo distributed by the board of directors of the Company
and CayCo or otherwise undertaken as contemplated by the Business Combination Agreement or the transactions contemplated thereby, such
Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted
as present thereat for purposes of establishing a quorum, and such Shareholder shall vote or provide consent (or cause to be voted or
consented), in person or by proxy, all of its Subject Shares:
(a) to
approve and adopt the Company Transaction Proposals, and the transactions contemplated therein; including without limitation to any other
consent, waiver, approval is required under the Company’s Governing Documents, CayCo’s Governing Documents or under any agreements
between the Company or CayCo and their respective shareholders, or otherwise sought with respect to the Business Combination Agreement,
the Company Restructuring Documents or the transactions contemplated thereby or the Company Transaction Proposals;
(b) in
any other circumstances upon which a consent or other approval is required under the Company’s Governing Documents, CayCo’s
Governing Documents or under any agreements between the Company or CayCo and their respective shareholders, or otherwise sought with
respect to the Business Combination Agreement, the Company Restructuring Documents or the transactions contemplated thereby or the Company
Transaction Proposals or the transactions contemplated therein, to vote, consent or approve (or cause to be voted, consented or approved)
all of such Shareholder’s Subject Shares held at such time in favor thereof;
(c) against
any merger agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution,
liquidation or winding up of or by the Company and CayCo (other than the Business Combination Agreement, the Company Restructuring Documents
or the other Transaction Agreements and the transactions contemplated thereby);
(d) against
preparation, approval or actions in connection with a public offering of any equity securities of the Group and CayCo, or a newly formed
holding company of the Group and CayCo (other than in connection with the Company Transaction Proposals or pursuant to the Business Combination
Agreement, the Company Restructuring Documents or the other Transaction Agreements and the transactions contemplated thereby);
(e) against
any change in the business, management or board of directors of the Company and CayCo; and
(f) against
any proposal, action or agreement that would (i) impede, interfere with, delay, postpone, frustrate, prevent or nullify any provision
of this Agreement, the Business Combination Agreement, the Merger, the Company Restructuring Documents or the FST Restructuring, (ii) result
in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company and CayCo under
the Business Combination Agreement, (iii) result in any of the conditions set forth in Article VIII of the Business Combination
Agreement not being fulfilled, or (iv) change in any manner the capitalization of the Company and CayCo, including the voting rights
of any share capital of the Company, CayCo or any other Securities.
During
the period commencing on the date hereof and ending on the Expiration Time, each Shareholder hereby agrees that it shall not commit or
agree to take any action inconsistent with the foregoing.
1.5 No
Challenges. Each Shareholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions
necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against SPAC, the Company
Parties or any of their respective successors or directors (a) challenging the validity of, or seeking to enjoin the operation of,
any provision of this Agreement, or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation,
negotiation or entry into the Business Combination Agreement and/or the Company Restructuring Documents.
1.6 Affiliate
Agreements. Each Company Shareholder hereby agrees and consents (a) to the termination of all Affiliate Agreements set forth
on Section 7.22 of the Company Disclosure Letter to which such Company Shareholder is party, effective as of the Merger Effective
Time without any further liability or obligation to the Group or SPAC, (b) that any claims or demands that such Company Shareholder
may have had or may in the future have pursuant to such Affiliate Agreements are hereby forever waived and discharged, and (c) to
the termination of any escrow arrangements pursuant to such Affiliate Agreements and the release of any escrowed funds to the Company.
1.7 Investor
Rights Agreement. Each of the Company Shareholder set forth on Schedule II will deliver, substantially simultaneously
with the Merger Effective Time, a duly executed copy of the Investor Rights Agreement substantially in the form attached as Exhibit A
to the Business Combination Agreement.
1.8 Further
Assurances. Each Shareholder shall execute and deliver, or cause to be delivered, such additional documents, and take, or cause
to be taken, all such further actions and do, or cause to be done, all things reasonably necessary (including under applicable Laws),
or reasonably requested by SPAC, the Company or CayCo, to effect the actions and consummate the Business Combination Agreement and the
Company Restructuring Documents, and the other transactions contemplated by this Agreement, the Business Combination Agreement and the
Company Restructuring Documents, in each case, on the terms and subject to the conditions set forth therein and herein, as applicable.
1.9 No
Inconsistent Agreement. Each Shareholder hereby represents and covenants that such Shareholder has not entered into, shall not
enter into, and shall not grant a proxy or power of attorney to enter into any agreement or undertaking that would restrict, limit, be
inconsistent with or interfere with the performance of such Shareholder’s obligations hereunder.
1.10 Consent
to Disclosure. Each Shareholder hereby consents to the publication and disclosure in the Proxy Statement/Prospectus (and, as
and to the extent otherwise required by applicable securities Laws or the SEC or any other securities authorities, any other documents
or communications provided by SPAC, the Company or CayCo to any Governmental Authority or to securityholders of SPAC) of such Shareholder’s
identity and beneficial ownership of Subject Shares and the nature of such Shareholder’s commitments, arrangements and understandings
under and relating to this Agreement and, if deemed appropriate by SPAC, the Company or CayCo, a copy of this Agreement. Each Shareholder
will promptly provide any information reasonably requested by SPAC, the Company or CayCo for any regulatory application or filing made
or approval sought in connection with the transactions contemplated by the Business Combination Agreement and the Company Restructuring
Documents (including filings with the SEC).
Article II
REPRESENTATIONS AND WARRANTIES
2.1 Representations
and Warranties of the Shareholder. Each Shareholder represents and warrants as of the date hereof to SPAC, the Company and CayCo
(solely with respect to itself, himself or herself and not with respect to any other Shareholder) as follows:
(a) Organization;
Due Authorization. If such Shareholder is not an individual, it is duly organized, validly existing and in good standing under the
Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of
this Agreement and the consummation of the transactions contemplated hereby are within such Shareholder’s corporate, limited liability
company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational
actions on the part of such Shareholder. If such Shareholder is an individual, such Shareholder has full legal capacity, right and authority
to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement has been duly executed and delivered
by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes
a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof
(except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles
of equity affecting the availability of specific performance and other equitable remedies). If this Agreement is being executed in a
representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into this Agreement on
behalf of the applicable Shareholder.
(b) Ownership.
Such Shareholder is the record and beneficial owner (as defined in the Securities Act) of, and has good title to, all of such Shareholder’s
Subject Shares as indicated opposite such Shareholder’s name on Schedule I attached hereto, and there exist no Liens or
any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Subject Shares
(other than transfer restrictions under the Securities Act)) affecting any such Subject Shares, other than Liens pursuant to (i) this
Agreement, (ii) the Company’s Governing Documents’ or CayCo’s Governing Documents, (iii) the Business Combination
Agreement, or (iv) any applicable securities Laws. Such Shareholder’s Subject Shares as indicated opposite such Shareholder’s
name on Schedule I attached hereto are the only Securities in the Company or CayCo, as applicable, owned of record or beneficially
by such Shareholder on the date of this Agreement, and none of such Shareholder’s Subject Shares are subject to any proxy, voting
trust or other agreement or arrangement with respect to the voting of such Subject Shares. Other than as set forth opposite such Shareholder’s
name on Schedule I, such Shareholder does not hold or own any rights to acquire (directly or indirectly) any Securities.
(c) No
Conflicts. The execution and delivery of this Agreement by such Shareholder does not, and the performance by such Shareholder of
his, her or its obligations hereunder will not, (i) if such Shareholder is not an individual, conflict with or result in a violation
of the organizational documents of such Shareholder, (ii) require any consent or approval that has not been given or other action
that has not been taken by any Person (including under any Contract binding upon such Shareholder or such Shareholder’s Subject
Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance
by such Shareholder of its, his or her obligations under this Agreement, or (iii) result in the creation of any Lien (other than
Permitted Liens) upon any of the properties or assets of the Group, to the extent the creation of such Lien would prevent, enjoin or
materially delay the performance by such Shareholder of its, his or her obligations under this Agreement.
(d) Litigation.
There are no Actions or other proceedings at law or in equity initiated or pending against such Shareholder, or to the knowledge of such
Shareholder threatened against such Shareholder, before (or, in the case of threatened Actions, that would be before) any arbitrator
or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such
Shareholder of its, his or her obligations under this Agreement. There is no outstanding Governmental Order imposed upon such Shareholder,
or if applicable, or any of the Shareholder’s Subsidiaries.
(e) Adequate
Information. Such Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition
of SPAC, the Company and CayCo to make an informed decision regarding this Agreement and the transactions contemplated by the Business
Combination Agreement and the Company Restructuring Documents, and has independently and without reliance upon SPAC, the Company or CayCo
and based on such information as such Shareholder has deemed appropriate, made its own analysis and decision to enter into this Agreement.
Such Shareholder acknowledges that SPAC, the Company and CayCo have not made and do not make any representation or warranty to such Shareholder,
whether express or implied, of any kind or character except as expressly set forth in this Agreement. Such Shareholder acknowledges that
the agreements contained herein with respect to the Subject Shares held by such Shareholder are irrevocable.
(f) Brokerage
Fees. Except as described 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 contemplated by the Business
Combination Agreement and the Company Restructuring Documents based upon arrangements made by such Shareholder, for which the Company,
CayCo or any of their respective Affiliates may become liable.
(g) Acknowledgment.
Such Shareholder understands and acknowledges that each of SPAC, the Company and CayCo is entering into the Business Combination Agreement
in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations, warranties, covenants and
other agreements of such Shareholder contained herein.
Article III
MISCELLANEOUS
3.1 Termination.
This Agreement and all of its provisions shall terminate and be of no further force or effect upon the earlier of (a) the Expiration
Time, (b) as to each Shareholder, the written agreement of SPAC, the Company (upon its incorporation), CayCo and such Shareholder.
Upon such termination of this Agreement, all obligations of the parties under this Agreement will terminate, without any liability or
other obligation on the part of any party hereto to any Person in respect hereof or the transactions contemplated hereby, and no party
hereto shall have any claim against another (and no person shall have any rights against such party), whether under contract, tort or
otherwise, with respect to the subject matter hereof; provided, however, that the termination of this Agreement shall not
relieve any party hereto from liability arising in respect of any breach of this Agreement prior to such termination. This ARTICLE III
shall survive the termination of this Agreement.
3.2 Amendment.
Subject to applicable Law, this Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except
upon the execution and delivery of a written agreement executed by SPAC, the Company, CayCo and the Shareholders.
3.3 Waiver
1.1 . 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.
3.4 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 SPAC:
Chenghe Acquisition I Co.
38 Beach Road #29-11
South Beach Tower
Singapore
|
Attention: |
Richard Qi Li |
|
Email: |
richard.li@chenghecap.com |
with a copy (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 |
If to the Company or CayCo:
Femco Steel Technology Co., Ltd.
No. 3, Gongye 1st Rd., Minxiong Township
Chiayi County 621018, Taiwan
|
Attention: |
Marie Chao |
|
Email: |
marie.chao@fstshafts.com.tw |
with a copy (which shall not
constitute actual or constructive notice) to:
Landi Law Firm
15F-1, No. 105, Guo’an
1st Rd, Xitun District
Taichung City 407, Taiwan
|
Attention: |
Francis Chang |
|
Email: |
FC@landilawyer.com.tw |
If to a Shareholder:
To such Shareholder’s
address set forth in Schedule I
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.
3.5 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.
3.6 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.
3.7 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 3.4
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 3.7.
3.8 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.
3.9 Entire
Agreement. This Agreement and 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 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. No representations, warranties, covenants, understandings,
agreements, oral or otherwise, exist between such parties except as expressly set forth in this Agreement.
3.10 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.
3.11 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 (2) or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument.
3.12 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.
[Remainder of
page intentionally left blank]
IN
WITNESS WHEREOF, the Company Shareholders, CayCo Shareholder, SPAC, the Company and CayCo have each caused this Shareholder Support Agreement
to be duly executed as of the date first written above.
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COMPANY SHAREHOLDERS: |
|
|
|
|
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By: |
/s/ Liu, Yu Chen |
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Name: |
LIU, YU CHEN |
|
|
Title: |
Director |
|
|
Company Name: 遠東機械工業股份有限公司 |
[Signature Page to Shareholder Support Agreement]
IN WITNESS WHEREOF, the Company
Shareholders, CayCo Shareholder, SPAC, the Company and CayCo have each caused this Shareholder Support Agreement to be duly executed as
of the date first written above.
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COMPANY SHAREHOLDERS: |
|
|
|
|
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By: |
/s/ Shintaro Tanahara |
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Name: |
Shintaro Tanahara |
|
|
Title: |
Executive Officer |
|
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Company Name: Japan Brand Business Investment LLC |
[Signature Page to Shareholder Support Agreement]
IN WITNESS WHEREOF, the Company
Shareholders, CayCo Shareholder, SPAC, the Company and CayCo have each caused this Shareholder Support Agreement to be duly executed as
of the date first written above.
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COMPANY SHAREHOLDERS: |
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|
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By: |
/s/ 莊宇龍 |
|
|
Name: |
莊宇龍 |
[Signature
Page to Shareholder Support Agreement]
IN WITNESS WHEREOF, the Company
Shareholders, CayCo Shareholder, SPAC, the Company and CayCo have each caused this Shareholder Support Agreement to be duly executed as
of the date first written above.
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COMPANY SHAREHOLDERS: |
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|
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By: |
/s/ 陳秀麗 |
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Name: |
愛宇國際投資有限公司 |
|
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Title: |
Director |
|
|
Name: |
陳秀麗 |
[Signature Page to Shareholder
Support Agreement]
IN WITNESS WHEREOF, the Company
Shareholders, CayCo Shareholder, SPAC, the Company and CayCo have each caused this Shareholder Support Agreement to be duly executed as
of the date first written above.
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COMPANY SHAREHOLDERS: |
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|
|
|
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By: |
/s/ 莊愛薇 |
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Name: |
莊愛薇 |
|
|
Ivy Chuang |
[Signature Page to Shareholder Support Agreement]
IN WITNESS WHEREOF, the Company
Shareholders, CayCo Shareholder, SPAC, the Company and CayCo have each caused this Shareholder Support Agreement to be duly executed as
of the date first written above.
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COMPANY SHAREHOLDERS: |
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|
|
|
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By: |
/s/ 楊秀婷 |
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Name: |
雷威有限公司 |
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Title: |
Chairman |
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|
Name: |
楊秀婷 |
[Signature Page to Shareholder Support Agreement]
IN WITNESS WHEREOF, the Company
Shareholders, CayCo Shareholder, SPAC, the Company and CayCo have each caused this Shareholder Support Agreement to be duly executed as
of the date first written above.
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COMPANY SHAREHOLDERS: |
|
|
|
|
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By: |
/s/ 莊國輝 |
|
|
Name: |
莊國輝 |
[Signature Page to Shareholder Support Agreement]
IN WITNESS WHEREOF, the Company
Shareholders, CayCo Shareholder, SPAC, the Company and CayCo have each caused this Shareholder Support Agreement to be duly executed as
of the date first written above.
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COMPANY SHAREHOLDERS: |
|
|
|
|
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By: |
/s/ 黃振騰 |
|
|
Name: |
黃振騰 |
[Signature Page to Shareholder Support Agreement]
IN WITNESS WHEREOF, the Company
Shareholders, CayCo Shareholder, SPAC, the Company and CayCo have each caused this Shareholder Support Agreement to be duly executed as
of the date first written above.
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COMPANY SHAREHOLDERS: |
|
|
|
|
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By: |
/s/ 莊國輝 |
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Name: |
厚輝投資股份有限公司 |
|
|
Title: |
Chairman |
|
|
Name: |
莊國輝 |
[Signature Page to Shareholder Support Agreement]
IN WITNESS WHEREOF, the Company
Shareholders, CayCo Shareholder, SPAC, the Company and CayCo have each caused this Shareholder Support Agreement to be duly executed as
of the date first written above.
|
COMPANY SHAREHOLDERS: |
|
|
|
|
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By: |
/s/ 趙文綺 |
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Name: |
趙文綺 |
[Signature Page to Shareholder Support Agreement]
IN WITNESS WHEREOF, the Company
Shareholders, CayCo Shareholder, SPAC, the Company and CayCo have each caused this Shareholder Support Agreement to be duly executed as
of the date first written above.
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COMPANY SHAREHOLDERS: |
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|
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By: |
/s/ 葉乃升 |
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Name: |
葉乃升 |
[Signature Page to Shareholder Support Agreement]
IN WITNESS WHEREOF, the Company
Shareholders, CayCo Shareholder, SPAC, the Company and CayCo have each caused this Shareholder Support Agreement to be duly executed as
of the date first written above.
|
COMPANY SHAREHOLDERS: |
|
|
|
|
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By: |
/s/ 黃柏升 |
|
|
Name: |
黃柏升 |
[Signature Page to Shareholder Support Agreement]
IN WITNESS WHEREOF, the Company
Shareholders, CayCo Shareholder, SPAC, the Company and CayCo have each caused this Shareholder Support Agreement to be duly executed as
of the date first written above.
|
COMPANY SHAREHOLDERS: |
|
|
|
|
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By: |
/s/ 許惠婷 |
|
|
Name: |
許惠婷 |
[Signature Page to Shareholder Support Agreement]
IN WITNESS WHEREOF, the Company
Shareholders, CayCo Shareholder, SPAC, the Company and CayCo have each caused this Shareholder Support Agreement to be duly executed as
of the date first written above.
|
COMPANY SHAREHOLDERS: |
|
|
|
|
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By: |
/s/ 黃振益 |
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|
Name: |
黃振益 |
[Signature Page to Shareholder Support Agreement]
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CAYCO SHAREHOLDER: |
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|
|
CHEN MING-CHEN |
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By: |
/s/ Chen Ming-Chen |
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Name: |
CHEN MING-CHEN |
[Signature Page to
Shareholder Support Agreement]
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CAYCO: |
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FST CORP. |
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By: |
/s/ David Chuang |
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Name: |
David Chuang |
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Title: |
Director |
[Signature Page to
Shareholder Support Agreement]
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COMPANY: |
|
|
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|
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FEMCO STEEL
TECHNOLOGY CO., LTD. |
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|
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|
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By: |
/s/ 莊宇龍 |
|
|
Name: |
莊宇龍 |
|
|
Title: |
Chairman |
[Signature Page to
Shareholder Support Agreement]
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SPAC: |
|
|
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|
|
CHENGHE ACQUISITION
I CO. |
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|
|
|
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By: |
/s/ Shibin Wang |
|
|
Name: |
Shibin Wang |
|
|
Title: |
Director |
[Signature
Page to Shareholder Support Agreement]
Schedule I
Part I
COMPANY SHAREHOLDER SUBJECT SHARES
[****]
[****]
Part II
CAYCO SHAREHOLDER SUBJECT SHARES
[****]
Schedule II
PARTIES TO THE INVESTOR RIGHTS AGREEMENT
[****]
Exhibit 10.3
FORM OF LOCK-UP AGREEMENT
This
Lock-Up Agreement (this “Agreement”) is made and entered into as of ____________ by and between FST Corp., a
Cayman Islands exempted company limited by shares (“CayCo”), and each of Chenghe Investment I Limited, a Cayman Islands
exempted company limited by shares (“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”). 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
I Co., a Cayman Islands exempted company (the “SPAC”), CayCo, FST Merger Ltd.,
a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of CayCo, (“Merger Sub”) and
Femco Steel Technology Co., Ltd., a company incorporated and in existence under the Laws of Taiwan with uniform commercial number
of 04465819 (the “Company”) have entered into that certain Business Combination Agreement, dated as of December 22,
2023 (as amended or supplemented from time to time, the “Business Combination Agreement”);
WHEREAS, in accordance with
applicable Laws, CayCo and the Company will conduct and consummate the FST Restructuring 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 one (1) Business
Day after the FST 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 company and a wholly owned subsidiary of CayCo (the “Merger”),
and SPAC will change its name to “FST 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
the 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.
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; (xi) in connection with any legal, regulatory or other order; or (xii) in
connection with any transfer or assignment permitted or provided in the SPAC SEC Filings; 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:
Femco Steel Technology Co., Ltd.
No. 3, Gongye 1st Rd., Minxiong Township
Chiayi County 621018, Taiwan
|
Attention: |
Marie Chao |
|
Email: |
marie.chao@fstshafts.com.tw |
with a copy (which shall not constitute notice) to:
Landi Law Firm
15F-1, No. 105, Guo’an 1st Rd, Xitun District
Taichung City 407, Taiwan
|
Attention: |
Francis Chang |
|
Email: |
FC@landilawyer.com.tw |
If to the Sponsor:
Chenghe Investment I Limited
38 Beach Road #29-11
South Beach Tower
Singapore
|
Attention: |
Richard Qi 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 |
|
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jessica.zhou@whitecase.com |
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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 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 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.
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FST CORP. |
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By: |
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Name: David Chuang |
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Title: Director |
[Signature
Page to Lock-Up Agreement]
IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first written above.
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CHENGHE INVESTMENT I LIMITED |
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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 10.4
INVESTOR RIGHTS AGREEMENT
This Investor Rights Agreement (this “Agreement”)
is entered into as of ______ by and among:
| (i) | FST Corp., a Cayman Islands exempted company limited by shares (“CayCo”); |
| (ii) | Femco Steel Technology, Co., Ltd., a company incorporated and in existence under the Laws of
Taiwan (the “Company”); |
| (iii) | Chenghe Acquisition I Co., a Cayman Islands exempted company (“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, FST Merger Ltd.,
a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of CayCo (“Merger Sub”), the
Company, and SPAC have entered into that certain Business Combination Agreement, dated as of December 22, 2023 (as amended
or supplemented from time to time, the “Business Combination Agreement”);
WHEREAS, in accordance with
applicable Laws, CayCo and the Company will conduct and consummate the FST Restructuring 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 one (1) Business
Day after the FST 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 “FST Ltd.”;
WHEREAS, SPAC and certain of
the SPAC Holders are parties to that certain Registration and Shareholder Rights Agreement, dated January 24, 2022 (as amended on
October 6, 2023 and from time to time, the “Prior SPAC 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; and
WHEREAS, the Company and the
Company Holders desire to enter into this Agreement, pursuant to which CayCo shall grant the Company Holders certain investor rights,
as set forth in this 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.
“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Board, after
consultation with counsel to CayCo, (i) would be required to be made in any Registration Statement in order for the applicable Registration
not to contain any Misstatement, (ii) would not be required to be made at such time if the Registration Statement were not being
filed, and (iii) CayCo has a bona fide business purpose for not making such information public.
“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 2.1.6(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.
“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated therein, or necessary
to make the statements therein (in the case of any Registration Statement, in the light of the circumstances under which they were made)
not misleading.
“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 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, conversion, exchange or redemption 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, conversion, exchange or redemption 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, conversion, exchange or redemption 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
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 2.1.6(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 2.1.6(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 I 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, LatAmGrowth Sponsor LLC 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 commercially reasonable 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.
2.1.6 Underwritten
Takedown.
(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 2.1.6(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 2.1.6(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).
2.1.7 Selection
of Underwriters. The Requesting Holder 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.
2.1.8 Registrations
effected pursuant to this Section 2.1 shall not be counted as Demand Registrations effected pursuant to Section 2.2.
2.1.9 Block
Trades. Notwithstanding any other provision of this Agreement, if a Requesting 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 Requesting 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 Requesting 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 Requesting Holders of the transaction and none of the other Holders, (3) the other Requesting 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 Requesting Holders. Any Registration effected pursuant to this Section 2.1.9 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 2.1.6(c). The Requesting 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. During such time when there is no effective Resale Shelf Registration Statement, 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; or (b) more than six (6) 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, then such Registration shall not be deemed to constitute a Demand Registration 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.
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 pursuant to Section 2.1 hereof; (ii) filed
in connection with any employee stock option or other benefit plan, (iii) for an exchange offer or offering of securities solely
to CayCo’s existing shareholders, (iv) for an offering of debt that is convertible into equity securities of CayCo, (v) filed
on Form F-4, related to any merger, acquisition or business combination, (vi) for a dividend reinvestment plan or (vii) filed
in connection with a Block Trade by one or more holders of Registrable Securities in accordance with Section 2.1.9, 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, if applicable, 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 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 commercially reasonable 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 commercially reasonable 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 commercially reasonable efforts to cause such Registration Statement to become effective and use its commercially reasonable
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 chief financial officer 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 in aggregate during any twelve (12)-month period.
3.1.3 Copies.
CayCo shall, at least ten (10) days 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 commercially reasonable 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 and an negative
assurance letter, dated such date, of one (1) counsel representing CayCo for the purposes of such Registration, addressed to the
Holders participating in such Registration, 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 as the Holders, placement agent, sales agent, or Underwriter may reasonably
request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in
interest of the participating Holders.
3.1.10 Cooperation.
The chief executive officer of CayCo, the chief financial officer of CayCo, the chief 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. CayCo shall use
its reasonable efforts to make available the chief executive officer of CayCo, the chief financial officer of CayCo and all other officers
and members of the management of CayCo to participate in customary “road show” presentations that may be reasonably requested
by the Underwriter in any underwritten offering.
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 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 the event described in provision (iv) of
the first sentence of Section 3.1.5, 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 it is advised by the Company
in writing that the use of the Registration Statement can be resumed. If the filing, initial effectiveness or continued use of a Registration
Statement in respect of any Registration at any time would require CayCo to make an Adverse Disclosure or would require the inclusion
in such Registration Statement of financial statements that are unavailable to CayCo for reasons beyond CayCo control, CayCo may, upon
giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration
Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Board to be necessary
for such purpose. CayCo shall immediately notify the Holders of the expiration of any period during which it exercised its rights under
this Section 3.2.
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 preparation, printing and distribution of the Resale Shelf Registration Statement pursuant to Section 2.1, any Demand
Registration pursuant to Section 2.1, any Demand Takedown pursuant to Section 2.1.6(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 reasonable fees and expenses of one legal counsel selected by the holders of a majority-in-interest of the Registrable
Securities included in such registration, not to exceed $150,000 without the consent of CayCo. 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 participating
Holders 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, to the fullest extent permitted by applicable Law, each Holder, and each
of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who
controls an Holder (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 in connection with such Registration.
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. The indemnification provided for under this Agreement shall remain
in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party and shall survive the transfer
of Registrable Securities.
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 Audit,
and (ii) the Board may from time to time by resolution establish and maintain other committees of the Board (including Compensation
and/or Nominating Committee). 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, (iv) the Laws of the jurisdiction
of incorporation or organization of any Subsidiary of CayCo, and/or (v) the Governing Documents of CayCo’s Subsidiaries ((i) through
(v) 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 other shareholders of SPAC, 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 other shareholder of the Company, 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. 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:
Femco Steel Technology Co., Ltd.
No. 3, Gongye 1st Rd., Minxiong Township, Chiayi County 621018, Taiwan
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Attention: |
Marie Chao |
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Email: |
marie.chao@fstshafts.com.tw |
with a copy (which will not constitute actual or constructive
notice) to:
Landi Law Firm
15F-1, No. 105, Guo’an 1st
Rd, Xitun District
Taichung City 407, Taiwan
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Attention: |
Francis Chang |
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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 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 7.12 . 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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FST CORP. |
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By: |
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Name: David Chuang |
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Title: Director |
[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.
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FEMCO STEEL TECHNOLOGY, CO., LTD. |
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By: |
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Name: |
莊宇龍 |
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Title: |
Chairman |
[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.
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CHENGHE ACQUISITION I CO. |
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By: |
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Name: |
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Title: |
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[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: |
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ACCEPTED AND AGREED |
Print Name: |
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FST CORP. |
Exhibit 99.1
Femco
Steel Technology Co., Ltd. to be Publicly Listed in the U.S. Through a Business Combination with Chenghe Acquisition I Co.
Hong Kong and Taipei – December 22, 2023 - Chenghe
Acquisition I Co. (Nasdaq: LATG) (“Chenghe” or “SPAC”) and Femco Steel Technology Co., Ltd. (TWO:
6731) (“FST” or the “Company”), an innovative golf shaft manufacturer, today announced they have
entered into a business combination agreement (the “Definitive Agreement”) among Chenghe, FST, FST Corp. (“CayCo”)
and FST Merger Ltd., a direct wholly owned subsidiary of CayCo (“Merger Sub”, and together with CayCo and FST, the
“Company Parties”) for a business combination (the “Business Combination”) that would result in
FST becoming a publicly listed company in the United States.
FST designs, manufactures, and sells golf shafts under its proprietary
brand, KBS, and golf shafts for other global golf club brands, with the vision to become a leading global brand in golf shafts and golf
accessories. FST believes that the Business Combination with Chenghe and becoming a U.S. listed company will enhance the operational efficiency
of its brand strategy and contribute to the long-term internationalization goals.
Management Commentary
David Chuang, Chairman of the Board of FST, said: “This transaction
will give us the resources that will enable us to capture the positive trends in our industry. Given that the U.S. is biggest market for
our KBS brand in particular and golf shafts in general, we intend to invest and leverage on our position in the U.S. golf market and accelerate
our reach and depth in the global golf market so as to increase KBS brand value globally.”
“We are delighted to announce our
agreement with Femco Steel Technology Co., Ltd.” said Shibin Wang, Chairman of the Board of
Chenghe Acquisition I Co. “The proposed business combination marks a pivotal shift from the FST's current listing on the Taipei
Exchange to an upcoming placement on Nasdaq. This strategic move is designed to leverage FST's expertise in the design, development, and
manufacturing of golf shafts, allowing it to access the global capital markets as a Nasdaq-listed company. This transition is expected
to enhance market access, potentially boosting shareholder value and strengthening FST's market presence, and the Company’s established
operational strengths and market positioning are set to be key contributors in this new chapter, reinforcing their commitment to industry
excellence and sustainable growth.”
Transaction Overview
In accordance with the terms of the Definitive Agreement, Merger Sub
shall be merged with and into SPAC with SPAC being the surviving company and as a direct, wholly owned subsidiary of CayCo, and SPAC will
change its name to “FST Ltd.” The Company Parties will use their respective best efforts to procure more than shareholders
holding at least 90% of the Company’s shares (on a fully diluted basis) to roll their equity in CayCo at the closing of the Business
Combination. In connection with the Business Combination, FST shall de-register its listing status at the Emerging Stock Market of Taipei
Exchange of Taiwan, and terminate its public reporting status with Financial Supervisory Commission of Taiwan.
Completion of the Business Combination is subject to respective approval
by the shareholders of FST and the shareholders of Chenghe. The closing of the Business Combination is also subject to various other customary
closing conditions. The Business Combination is expected to close in the second quarter of 2024.
A copy of the Definitive Agreement will be filed by Chenghe in a current
report on Form 8-K with the SEC and will be publicly available at www.sec.gov, which will contain further information in respect
of the Business Combination.
Advisors
Revere Securities LLC (“Revere”) serves as the financial and capital markets advisor to Chenghe. Geneva Capital
Group serves as the financial advisor to FST. White and Case LLP and Lee and Li, Attorneys-at-Law, act as the legal advisors to Chenghe.
Landi Law Firm and Ross Law Group act as the legal advisors to FST.
About Chenghe
Chenghe is a special
purpose acquisition corporation incorporated under the laws of Cayman Islands for the purpose of effecting mergers, share exchanges,
asset acquisitions, share purchases, reorganizations or similar business combinations with one or more businesses. While Chenghe may
pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to focus search for an
initial business combination on the cutting-edge new economic industries, including but not limited to TMT, green energy,
biotechnology, optoelectronics, etc. in the Asia Pacific where Chenghe can benefit from huge potentials and achieve long-term
capital growth. For more information, visit https://chengheinv.com/chenghe-acquisition-i-co/
About FST
FST is a Taiwan-based company mainly
engaged in the research and development, production and sales of golf shafts. Its customers cover the world’s major golf brand
manufacturers and distributors. In addition to contract manufacturing of steel golf shafts, the Company also designs, manufactures and
sells golf shafts under its proprietary brands. For more information, visit https://fstshafts.com.tw/.
Important Additional Information
Regarding the Transaction Will Be Filed With the SEC
This communication is provided for informational
purposes only and contains information with respect to the proposed Business Combination between SPAC, FST, FST, CayCo and Merger Sub.
This communication 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.
In connection with the proposed Business Combination,
CayCo intends to file a registration statement on Form F-4 (the “Registration Statement”) with the SEC, which will
include a proxy statement to Chenghe shareholders and a prospectus for the registration of CayCo securities. After the Registration Statement
is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be sent to all SPAC shareholders
as of the record date to be established for voting on the proposed Business Combination and will contain important information about the
proposed Business Combination and related matters. Shareholders of SPAC and other interested persons are advised to read these materials
(including any amendments or supplements thereto) and any other relevant documents, because they will contain important information about
SPAC, the Company and CayCo and the proposed Business Combination. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. SPAC, the Company and CayCo
will also file other documents regarding the proposed Business Combination with the SEC. This communication does not contain all the information
that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision
or any other decision in respect of the proposed Business Combination.
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND
SECURITY HOLDERS OF SPAC ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS
FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.
Investors and security holders will be able to
obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be
filed with the SEC by SPAC and CayCo through the website maintained by the SEC at www.sec.gov. The documents filed by SPAC and CayCo with
the SEC also may be obtained free of charge upon written request to Chenghe Acquisition I Co., 38 Beach Road #29-11, South Beach Tower,
Singapore.
Participants in the Solicitations
SPAC, the Company, CayCo and their
respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies from SPAC’s shareholders in connection with the proposed business combination. A
list of the names of the directors, executive officers, other members of management and employees of SPAC and the Company, as well
as information regarding their interests in the business combination, will be contained in the Registration Statement to be filed
with the SEC by CayCo. Additional information regarding the interests of such potential participants in the solicitation process may
also be included in other relevant documents when they are filed with the SEC. You may obtain free copies of these documents from
the sources indicated above.
Caution About Forward-Looking Statements
This communication contains forward-looking statements
for purposes of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. Any
statements other than statements of historical fact contained herein are forward-looking statements and are based on beliefs and assumptions
and on information currently available to SPAC, the Company and CayCo. No representations or warranties, express or implied are given
in, or in respect of, this communication. These forward-looking statements are based on SPAC’s, the Company’s and CayCo’s
expectations and beliefs concerning future events and involve risks and uncertainties that may cause actual results to differ materially
from current expectations. In some cases, you can identify forward-looking statements by the following words: “may,” “will,”
“could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,”
“believe,” “estimate,” “predict,” “project,” “potential,” “continue,”
“ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions
that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words, but the
absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements and factors that
may cause actual results to differ materially from current expectations include, but are not limited to: the effect of the announcement
or pendency of the proposed Business Combination on the Company’s business relationships, operating results, current plans and operations
of CayCo and the Company; the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected
by, among other things, competition, the ability of CayCo to grow and manage growth profitably; the possibility that SPAC, CayCo and/or
the Company may be adversely affected by other economic, business, and/or competitive factors; estimates by SPAC, CayCo or the Company
of expenses and profitability; expectations with respect to future operating and financial performance and growth, including the timing
of the completion of the proposed Business Combination; plans, intentions or future operations of CayCo or the Company relating to attainment,
retention or renewal of any assessments, permits, licenses or other governmental notices or approvals, or the commencement or continuation
of any construction or operations of plants or facilities; CayCo’s ability to execute on their business plans and strategy; and
other risks and uncertainties described from time to time in filings with the SEC. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction
or a definitive statement of fact or probability.
Although each of SPAC, the Company and CayCo believes
that it has a reasonable basis for each forward-looking statement contained in this communication, each of SPAC, the Company and CayCo
cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which
are inherently uncertain. These factors are difficult to predict accurately and may be beyond SPAC’s, the Company’s and CayCo’s
control. In addition, there will be risks and uncertainties described in the Registration Statement relating to the proposed Business
Combination, which is expected to be filed by CayCo with the SEC and other documents filed by SPAC or CayCo from time to time with the
SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ
materially from those expressed or implied in the forward-looking statements.
There may be additional risks that neither
SPAC, the Company or CayCo presently know or that SPAC, the Company and CayCo currently believe are immaterial that could also cause
actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these
forward-looking statements, you should not regard these statements as a representation or warranty by SPAC, the Company or CayCo,
their respective directors, officers or employees or any other person that SPAC, the Company and CayCo will achieve their objectives
and plans in any specified time frame, or at all. Forward-looking statements in this communication or elsewhere speak only as of the
date made. New uncertainties and risks arise from time to time, and it is impossible for SPAC, the Company or CayCo to predict these
events or how they may affect SPAC, the Company or CayCo. Except as required by law, neither SPAC nor the Company nor CayCo has any
duty to, and does not intend to, update or revise the forward-looking statements in this communication or elsewhere after the date
this communication is issued. In light of these risks and uncertainties, investors should keep in mind that results, events or
developments discussed in any forward-looking statement made in this communication may not occur. Uncertainties and risk factors
that could affect SPAC's, the Company’s and CayCo’s future performance and cause results to differ from the
forward-looking statements in this release include, but are not limited to: the occurrence of any event, change or other
circumstances that could give rise to the termination of the proposed Business Combination; the risk that the proposed Business
Combination or other business combination may not be completed by SPAC’s business combination deadline and the potential
failure to obtain an extension of the business combination deadline; the outcome of any legal proceedings that may be instituted
against SPAC, the Company or CayCo, the combined company or others following the announcement of the proposed Business Combination;
the inability to complete the proposed Business Combination due to the failure to obtain approval of the shareholders of SPAC or to
satisfy other conditions to closing; changes to the
proposed structure of the proposed Business Combination that may be required or appropriate as a result of applicable laws or
regulations; the ability to meet stock exchange listing standards following the consummation of the proposed Business Combination;
the risk that the proposed Business Combination disrupts current plans and operations of SPAC, the Company or CayCo as a result of
the announcement and consummation of the proposed Business Combination; the ability to recognize the anticipated benefits of the
proposed Business Combination, which may be affected by, among other things, competition, the ability of the combined company to
grow and manage growth profitably, maintain relationships with customers and retain its management and key employees; costs related
to the proposed Business Combination; changes in applicable laws or regulations; SPAC’s estimates of expenditures and
profitability and underlying assumptions with respect to shareholder redemptions and purchase price and other adjustments; the
impact of the COVID-19 pandemic; changes in laws and regulations that impact the Company; ability to enforce, protect and maintain
intellectual property rights; and other risks and uncertainties set forth in the section entitled “Risk Factors” and
“Cautionary Note Regarding Forward-Looking Statements” in SPAC’s final prospectus dated January 26, 2022 relating
to its initial public offering and in subsequent filings with the SEC, including the Registration Statement relating to the proposed
Business Combination expected to be filed by CayCo.
No Offer or Solicitation
This communication is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination and
shall not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval,
nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
For further information
contact:
Investor Contact:
Bob Lau
bob.lau@genevagroup.com.sg
Media Contact:
Bob Lau
bob.lau@genevagroup.com.sg
Exhibit 99.2
The information below is an English translation
of the public announcement made by Femco Steel Technology Co., Ltd. (the “Company”)on the Market Observation Post System (MOPS),
accessible on the MOPS’ website at www.mops.twse.com.tw, which was originally issued in Chinese. Attempts to provide an accurate
translation of the transcript in Chinese have been made, but due to linguistic nuances, slight differences may exist.
No. of announcement |
1 |
Date of Announcement |
112/12/22 |
Time of Announcement |
06:51:11 |
Announcing Person |
Warren Huang |
Title |
General Manager |
Tel: |
+886 5 221 2555 |
Subject |
(Supplementary Announcement) The Board of Directors has approved the authorization for the Chairman to sign the final agreement with Chenghe Acquisition I Co. |
Compliance Provision |
No. |
8 |
Date of Occurrence |
112/12/15 |
Description |
1.Date of Occurence:112/12/15
2. Counter party: Chenghe Acquisition I Co. (NASDAQ: LATG)
3. Relationship with the Company: None.
4. Effective date of agreement: December 22, 2023
5. Main content: the Board of Directors has approved the authorization
of the Chairman to sign the final agreement with Chenghe Acquisition I Co. It is planned to have an entity, after the Company’s
internal restructuring, to be listed on the NASDAQ following the SPAC model.
6. Restrictive Covenants: as set forth in the agreement
7. Commitments: as set forth in the agreement
8. Other material clauses: as set forth in the agreement
9. Impact to the Company’s financial and business: The signing
of the final agreement will have a positive impact on the Company’s brand growing and global development.
10. Purpose: after execution of the final agreement by the parties,
it is planned to have an entity, after the Company’s internal restructuring, to be listed on the NASDAQ.
11. Other matters:
Following the Company’s business strategy, in order to enhance
the operating efficiency of the Company and in consideration of the Company’s long-term global development, to have an entity, after
the Company’s internal restructuring, to be listed on the NASDAQ following the SPAC model. This may contain investment risks, and
investors should be cautiously before any investment. Relevant information will be announced if required by regulations. Investors can
also refer to the Company’s webpage (https://fstshafts.com.tw). |
The paragraphs below were not a part of , nor included in, the public
announcement of FST (as defined below).
Important Additional Information
Regarding the Transaction Will Be Filed With the SEC
This communication is provided for informational
purposes only and contains information with respect to the proposed Business Combination between Chenghe Acquisition I Co. (“SPAC”),
the Company, FST Corp. (“CayCo”) and FST Merger Ltd. (“Merger Sub”). This communication 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.
In connection with the proposed Business Combination,
CayCo intends to file a registration statement on Form F-4 (the “Registration Statement”) with the SEC, which will include
a proxy statement to Chenghe shareholders and a prospectus for the registration of CayCo securities. After the Registration Statement
is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be sent to all SPAC shareholders
as of the record date to be established for voting on the proposed Business Combination and will contain important information about the
proposed Business Combination and related matters. Shareholders of SPAC and other interested persons are advised to read these materials
(including any amendments or supplements thereto) and any other relevant documents, because they will contain important information about
SPAC, the Company and CayCo and the proposed Business Combination. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. SPAC, the Company and CayCo
will also file other documents regarding the proposed Business Combination with the SEC. This communication does not contain all the information
that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision
or any other decision in respect of the proposed Business Combination.
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND
SECURITY HOLDERS OF SPAC ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS
FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.
Investors and security holders will be able to
obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be
filed with the SEC by SPAC and CayCo through the website maintained by the SEC at www.sec.gov. The documents filed by SPAC and CayCo with
the SEC also may be obtained free of charge upon written request to Chenghe Acquisition I Co., 38 Beach Road #29-11, South Beach Tower,
Singapore.
Participants in the Solicitations
SPAC, the Company, CayCo and their respective
directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation
of proxies from SPAC’s shareholders in connection with the proposed business combination. A list of the names of the directors,
executive officers, other members of management and employees of SPAC and the Company, as well as information regarding their interests
in the business combination, will be contained in the Registration Statement to be filed with the SEC by CayCo. Additional information
regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when
they are filed with the SEC. You may obtain free copies of these documents from the sources indicated above.
Caution About Forward-Looking Statements
This communication contains forward-looking statements
for purposes of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. Any
statements other than statements of historical fact contained herein are forward-looking statements and are based on beliefs and assumptions
and on information currently available to SPAC, the Company and CayCo. No representations or warranties, express or implied are given
in, or in respect of, this communication. These forward-looking statements are based on SPAC’s, the Company’s and CayCo’s
expectations and beliefs concerning future events and involve risks and uncertainties that may cause actual results to differ materially
from current expectations. In some cases, you can identify forward-looking statements by the following words: “may,” “will,”
“could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,”
“believe,” “estimate,” “predict,” “project,” “potential,” “continue,”
“ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions
that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words, but the
absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements and factors that
may cause actual results to differ materially from current expectations include, but are not limited to: the effect of the announcement
or pendency of the proposed Business Combination on the Company’s business relationships, operating results, current plans and operations
of CayCo and the Company; the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected
by, among other things, competition, the ability of CayCo to grow and manage growth profitably; the possibility that SPAC, CayCo and/or
the Company may be adversely affected by other economic, business, and/or competitive factors; estimates by SPAC, CayCo or the Company
of expenses and profitability; expectations with respect to future operating and financial performance and growth, including the timing
of the completion of the proposed Business Combination; plans, intentions or future operations of CayCo or the Company relating to attainment,
retention or renewal of any assessments, permits, licenses or other governmental notices or approvals, or the commencement or continuation
of any construction or operations of plants or facilities; CayCo’s ability to execute on their business plans and strategy; and
other risks and uncertainties described from time to time in filings with the SEC. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction
or a definitive statement of fact or probability.
Although each of SPAC, the Company and CayCo believes
that it has a reasonable basis for each forward-looking statement contained in this communication, each of SPAC, the Company and CayCo
cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which
are inherently uncertain. These factors are difficult to predict accurately and may be beyond SPAC’s, the Company’s and CayCo’s
control. In addition, there will be risks and uncertainties described in the Registration Statement relating to the proposed Business
Combination, which is expected to be filed by CayCo with the SEC and other documents filed by SPAC or CayCo from time to time with the
SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ
materially from those expressed or implied in the forward-looking statements.
There may be additional risks that neither SPAC,
the Company or CayCo presently know or that SPAC, the Company and CayCo currently believe are immaterial that could also cause actual
results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking
statements, you should not regard these statements as a representation or warranty by SPAC, the Company or CayCo, their respective directors,
officers or employees or any other person that SPAC, the Company and CayCo will achieve their objectives and plans in any specified time
frame, or at all. Forward-looking statements in this communication or elsewhere speak only as of the date made. New uncertainties and
risks arise from time to time, and it is impossible for SPAC, the Company or CayCo to predict these events or how they may affect SPAC,
the Company or CayCo. Except as required by law, neither SPAC nor the Company nor CayCo has any duty to, and does not intend to, update
or revise the forward-looking statements in this communication or elsewhere after the date this communication is issued. In light of these
risks and uncertainties, investors should keep in mind that results, events or developments discussed in any forward-looking statement
made in this communication may not occur. Uncertainties and risk factors that could affect SPAC's, the Company’s and CayCo’s
future performance and cause results to differ from the forward-looking statements in this release include, but are not limited to: the
occurrence of any event, change or other circumstances that could give rise to the termination of the proposed Business Combination; the
risk that the proposed Business Combination or other business combination may not be completed by SPAC’s business combination deadline
and the potential failure to obtain an extension of the business combination deadline; the outcome of any legal proceedings that may be
instituted against SPAC, the Company or CayCo, the combined company or others following the announcement of the proposed Business Combination;
the inability to complete the proposed Business Combination due to the failure to obtain approval of the shareholders of SPAC or to satisfy
other conditions to closing; changes to the proposed structure of the proposed Business Combination that may be required or appropriate
as a result of applicable laws or regulations; the ability to meet stock exchange listing standards following the consummation of the
proposed Business Combination; the risk that the proposed Business Combination disrupts current plans and operations of SPAC, the Company
or CayCo as a result of the announcement and consummation of the proposed Business Combination; the ability to recognize the anticipated
benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of the combined
company to grow and manage growth profitably, maintain relationships with customers and retain its management and key employees; costs
related to the proposed Business Combination; changes in applicable laws or regulations; SPAC’s estimates of expenditures and profitability
and underlying assumptions with respect to shareholder redemptions and purchase price and other adjustments; the impact of the COVID-19
pandemic; changes in laws and regulations that impact the Company; ability to enforce, protect and maintain intellectual property rights;
and other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking
Statements” in SPAC’s final prospectus dated January 26, 2022 relating to its initial public offering and in subsequent filings
with the SEC, including the Registration Statement relating to the proposed Business Combination expected to be filed by CayCo.
No Offer or Solicitation
This communication is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination and
shall not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval,
nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
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