提交 由Maius Pharmaceutical Group Co.，有限公司和Maius Pharmaceutical Co.，公司

根據 根據1933年證券法（經修訂）規定的第425條，並視爲已提交

根據 根據修訂的1934年證券交易法第14 a-12條

主題 公司：Dt Cloud Acquisition Corporation

委員會 文件號：001-41967

日期： 2024年10月23日

聯合 國

證券 交易委員會

華盛頓， 特區20549

形式 8-K

電流 報告

根據 根據《公約》第13或15（d）條

證券 1934年交易法

十月 2024年22月

日期 報告（最早報告事件的日期）

DT 雲收購公司

（確切的 章程中規定的註冊人名稱）

註冊者的 電話號碼，包括地區代碼： +44 7918725316

不適用

（前 姓名或以前的地址，如果自上次報告以來發生了變化）

檢查 如果8-k表格提交旨在同時履行註冊人根據以下規定的提交義務，請填寫下面的適當方框 以下任何規定：

證券 根據該法案第12（b）條登記的：

指示 勾選註冊人是否是1933年證券法第405條定義的新興成長型公司（17 CFR §230.405） 或1934年證券交易法第120億.2條規則（17 CFR §2401.2億.2）。

新興 成長型公司收件箱

如果 新興成長型公司，如果註冊人選擇不使用延長的過渡期來遵守規定，請通過勾選標記表示 根據《交易法》第13（a）條規定的任何新的或修訂的財務會計準則。☐

項目1.01。 簽訂實質性協議

業務 合併協議

對 2024年10月22日，Dt Cloud Acquisition Corporation，一家根據開曼群島法律註冊成立的豁免股份有限公司 (“SPAC”）、Maius Pharmaceutical Co.、有限公司，根據法律成立的豁免股份有限公司 開曼群島（“Maius「或」公司”）、邁尤斯製藥集團有限公司、有限公司，獲豁免公司 由根據開曼群島法律註冊成立的股份有限公司（“Pubco“）爲服務而成立 作爲其股票應在納斯達克證券市場有限責任公司（“納斯達克”）、切爾西合併 Sub 1 Limited，一家開曼群島豁免公司（“合併子1”），Chelsea Merger Sub 2 Limited，開曼群島 獲豁免公司（“合併子2”），以及XXW Investment Limited，一家根據 英屬維爾京群島法律作爲公司股東代表（““股東代表”), 簽訂業務合併協議（“企業合併協議”).

的 業務合併協議和交易（定義見下文）已獲得SPAC董事會一致批准， 邁烏斯。業務合併協議簽署後，SPAC自動獲得三個月的完成時間延長 於2025年2月23日之前進行初步業務合併。交易的完成須滿足 如下所述的某些習慣關閉條件。

的 業務合併

主題 至並根據業務合併協議的條款和條件，（i）實際結束之日 發生（“截止日期”），合併Sub 1應與SPAC合併並納入SPAC（“SPAC合併”), SPAC繼續作爲合併後的倖存公司，成爲Pubco（“SPAC合併 存續公司”）並且合併子公司1的單獨存在應停止，並且（ii）在截止日期立即 SPAC合併後，合併Sub 2應與Maius合併（“收購合併”，與 SPAC合併、“合併”），Maius繼續作爲收購合併中倖存的公司全資擁有 Pubco的子公司（“倖存的公司”）並且合併子公司2的單獨存在將停止。 合併以及業務合併協議和其他輔助文件（定義見 以下）統稱爲“交易記錄.”

效果 SPAC合併子1股票

在 SPAC合併有效時間，由於SPAC合併，且任何一方或持有人沒有采取任何行動 合併子公司1的證券，即SPAC合併生效前發行和發行的合併子公司1的每股股份 時間應自動轉換爲SPAC Merger Surviving Corporation（以及 合併子公司1的股份如此轉換爲的SPAC合併倖存公司的股份應是唯一的股份 SPAC合併有效時間後立即發行和未償還的SPAC合併倖存公司）。

效果 SPAC對SPAC證券的合併

主題 根據業務合併協議的條款和條件，SPAC合併將產生以下影響 SPAC Securities等：

表示 和保證

的 業務合併協議各方已同意對此類性質的交易做出慣常陳述和保證， 除其他外，包括：（i）組織、良好信譽和資格;（ii）同意且無衝突;（iii）授權 ;（iv）Maius、Pubco、合併子公司1和合並子公司2的資本化;（v）財務報表;（vi）訴訟和程序;（vi） 遵守法律;（八）知識產權;（ix）重大合同;（x）勞動事項;（Xi）稅務事項;（xii）缺乏 某些變化。

盟約

這個 企業合併協議包括雙方當事人關於各自企業經營的習慣契約 在截止日期之前，並努力滿足完成合並的條件。《企業合併協議》還 包含各方的其他契約，除其他外包括：(I)要求公司以其商業上合理的 努力按照中國證監會的要求，履行備案程序，及時上報相關信息 中國證券公司發佈的《境內公司境外發行上市試行管理辦法》 監管委員會(“中國證監會)於2023年2月17日(境外上市試行辦法“)及 《境外上市試行辦法》的配套指引；。(Ii)規定太古地產與本公司在 擬備與合併有關的註冊說明書(“註冊聲明“)和空間 召開股東特別會議，要求SPAC準備並提交給美國證券交易委員會(The Securities and Exchange Commission，簡稱SEC) “美國證券交易委員會“)登記聲明；(三)要求Maius召開股東會議或訴訟的契諾 爲獲得必要的公司股東批准而通過的書面決議，並在商業上徵求其 作出合理努力，並取得本公司股東所需的批准；(Iv)爲SPAC和本公司作出規定的契諾 獲得已簽署的認購協議，該協議應具有SPAC和公司合理接受的條款和形式， 來自第三方投資者的總投資金額不少於10,000,000美元(該等投資者合計擁有任何許可 受讓人或受讓人，“管道投資者“)，據此，管道投資者作出或承諾將其私有化 對SPAC，Company或Pubco的股權投資，以購買SPAC，Company或Pubco的股票，與私募相關，和/或 與潛在投資者達成後盾或其他替代融資安排(a“管道投資“)；(V) 要求Pubco批准和採用股權激勵計劃的契約，其形式基本上是公司、股東的 代表、Pubco和SPAC以適用法律規定的方式相互同意，自交易結束前一天起生效 日期，預留相當於250股萬股票的數量的Pubco普通股以根據該日期授予；及(Vi)禁止 SPAC和本公司，除其他事項外，徵求或與第三方就替代交易進行談判並同意 對某些相關限制和停止關於另類交易的討論。

條件 關閉的先例

的 各方完成交易的義務須遵守各方的某些成交條件，包括， 其中包括：（i）收到SPAC股東所需的批准（“需要SPAC股東批准”); (ii)收到公司股東（“以下簡稱“）所需的批准需要公司股東批准”); (iii)SEC宣佈的註冊聲明的有效性;（iv）Pubco首次上市申請的批准 與納斯達克;及（v）沒有任何法律、政府命令或法律禁令使交易的完成非法。

的 SPAC完成交易的義務受某些額外條件的約束，其中包括：（i）準確性 公司的陳述和保證（須遵守習慣的降級標準和重要性限定符）;（ii） 公司的契約和協議已在所有重大方面得到履行;和（iii）缺乏任何公司材料 持續的業務合併協議日期後的不利影響（定義見業務合併協議） 且未治癒;（iv）Pubco作爲《證券》頒佈的第30億.4條規則中定義的「外國私人發行人」的地位 交易結束時維持的行爲;和（v）PIPE投資的現金總收益不少於10，000，000美元。

的 公司完成交易的義務須遵守某些額外條件，其中包括：（i） SPAC的陳述和保證的準確性（受習慣的降級標準和重要性限定符的限制）;（ii） SPAC的義務和契約已在所有重大方面得到履行;和（iii）各項附屬協議（作爲 業務合併協議中的定義）由雙方正式簽署且完全有效。

終端

這個 企業合併協議可以在交易結束前的某些慣例和有限的情況下終止，包括 其他：(I)空間規劃諮詢委員會和本公司的相互書面同意；(Ii)空間規劃諮詢委員會或本公司(如果沒有在當日或之前關閉) 2025年6月30日(“外部日期“)；。(Iii)如有任何法律或政府命令生效，則由空間規劃委員會或本公司作出。 已經成爲最終的和不可上訴的，並且具有使交易的完成非法或以其他方式阻止的效果 或禁止完成交易；(Iv)如果SPAC沒有實質性違反其在本協議下的任何義務，並且 本公司、本公司子公司、Pubco和Pubco子公司(各自爲公司派對“)在材料中 違反本協議項下的任何陳述、保證或義務，導致或可以合理地預期 企業合併協議中規定的條件不能在外部日期得到滿足，並且這種違反是 (A)不能在外部日期之前治癒；或(B)如果可以治癒，則在(X)後三十(30)天內不能治癒 SPAC向公司發出書面通知；(Y)在外部日期前兩(2)個工作日；(V)如果不是，則由SPAC 實質性違反本協議項下的任何義務，且公司未能履行企業合併中規定的某些契諾 (六)公司或股東代表，如無公司方，則由公司或股東代表 實質上違反了本協議項下的任何義務，而SPAC嚴重違反了其任何陳述、保證或 提供或可以合理預期提供企業合併協議中規定的條件的本協議項下的義務 不能在外部日期得到滿足，並且此類違規行爲(A)不能在外部日期之前得到糾正 或(B)如果可以治癒，在公司向SPAC發出書面通知後三十(30)天內未治癒 和(Y)在外部日期前兩(2)個工作日；以及(Vii)如果SPAC未能獲得所需的 SPAC股東在正式召開的SPAC特別會議(或以下SPAC股東會議)就此進行表決時獲得批准 任何延期或延期)(定義見《企業合併協議》)。

的 上述對業務合併協議的描述並不完整，並且完全符合條款 和業務合併協議的條件，該協議的副本與本當前報告一起存檔，格式8-k，作爲附件2.1，以及 其術語通過引用併入本文。

這個 企業合併協議包含雙方當事人在以下日期相互作出的陳述、保證和契諾 該協議的日期或其他具體日期。在這些陳述、保證和契諾中體現的主張是 合同的目的，並受雙方同意的重要條件和限制的約束 與企業合併協議談判有關的各方。企業合併協議已包括在內，以提供 投資者與其條款有關的信息。它的目的不是提供有關雙方當事人的任何其他事實信息。 企業合併協議。特別是企業合併中包含的陳述、保證、契諾和協議 僅爲企業合併協議的目的和截至特定日期而訂立的協議，完全是爲了利益 企業合併協議的當事人，可受締約各方約定的限制(包括 爲在業務各方之間分擔合同風險而進行的保密披露的資格 合併協議，而不是將這些事項確定爲事實)，並可遵守適用於 不同於適用於投資者的締約方和提交給美國證券交易委員會的報告和文件。投資者不應該這樣做 依賴陳述、保證、契諾和協議，或其任何描述，作爲實際狀態的特徵 企業合併協議任何一方的事實或條件。此外，陳述、保證、契諾和 業務合併協議的協議和其他條款可能會受到後續豁免或修改的影響。此外，信息 關於陳述和保證的標的物和其他條款在企業合併之日後可能發生變化 協議，隨後的信息可能會也可能不會在SPAC的公開披露中得到充分反映。

某些 有關協定

的 業務合併協議考慮在交易結束時或之前執行各種額外協議和文書， 其中包括以下內容：

關鍵公司股東鎖定協議格式

同時 隨着《企業合併協議》的簽署和交付，公司主要股東爲股東控股公司 足以構成所需的公司股東批准的股份(作爲記錄持有人或 根據交易法規則13d-3的含義)分別與Pubco、本公司和SPAC簽訂了鎖定協議，(各自， A“關鍵公司股東鎖定協議“)，自結束之日起生效，但以書面形式爲準。 由SPAC放棄。根據關鍵公司股東鎖定協議，Maius的該股東同意(A) 在關閉後的180天內(“禁售期“)，這樣的股東 將受制於任何Pubco普通股和SPAC普通股的某些轉讓限制，各自定義如下 在關鍵公司股東鎖定協議中(統稱爲禁售股“)；及(B)在禁閉期間 在此期間，Pubco將(I)對所有禁售股，包括可能由註冊聲明涵蓋的股票發出停止單， 及(Ii)以書面通知Pubco的轉讓代理有關停止令及對禁售股份的限制，並指示 PUBCO的轉讓代理不處理該股東轉售或轉讓任何禁售股的任何嘗試，除非符合規定 與Key Company股東鎖定協議。

的 上述股東鎖定協議的描述並不完整，並且完全符合條款 和股東鎖定協議的條件，該協議的形式作爲附件10.1隨附於此，並納入此 作爲參考

形式 關鍵公司股東支持協議

同時 隨着企業合併協議的簽署和交付，公司主要股東已各自達成支持協議 與本公司和SPAC簽訂的協議(“關鍵公司股東支持協議“)，在此基礎上，每個密鑰 公司股東同意，除其他事項外，(A)不轉讓任何公司股份或將任何公司股份存入有投票權的信託基金 或訂立投票協議或授予任何有關該協議的委託書、同意書或授權書，直至有效期屆滿(如 (B)在符合某些慣常條件和例外情況下，投贊成票 收購合併、《企業合併協議》規定的其他交易和其他事項；(C)不開始， 加入、促進、協助或鼓勵，並同意採取一切必要的行動以選擇退出任何針對 SPAC、合併子1、合併子2、Pubco、本公司或其各自的任何繼承人或董事對有效性提出質疑 或指稱任何人士違反與該等交易有關的任何受託責任；及 (D)盡合理最大努力與空間規劃委員會及本公司合作，以達成擬進行的交易，以及 交易記錄。

的 上述對《關鍵公司股東支持協議》的描述並不聲稱完整，並且完全符合資格 根據《關鍵公司股東支持協議》的條款和條件，該協議的副本與本當前報告一起存檔，格式爲 8-k見附件10.2，其條款通過引用併入本文。

形式 贊助商支持和鎖定協議

同時 隨着企業合併協議的簽署和交付，保薦人已經簽署並向公司交付了支持 及禁售協議(“贊助商支持和鎖定協議“)，據此，發起人已同意， 除其他事項外，(X)投票通過和批准企業合併協議、附屬協議和擬進行的交易 以及(Y)自交易結束起至下列日期止期間不得轉讓其任何受限制證券： 關於方正股份的受限證券，在下列日期中最早的一天：(A)150(150)天 成交日期，(B)控制權變更發生後的日期，以及(C) PUBCO普通股等於或超過每股12.00美元(經股票拆分、股票股息、重組和資本重組調整後) 在收市後起計的任何三十(30)個連續交易日內的任何二十(20)個交易日內；及 對於私募證券的受限證券，在交易結束後三十(30)日內。

的 上述對贊助商支持和鎖定協議的描述並不完整，並且通過以下方式對其進行了完整的限定： 贊助商支持和鎖定協議的條款和條件，其副本與本當前報告一起存檔，表格8-K 如表10.3所示，其術語通過引用併入本文。

第7.01項 法規FD披露。

對 2024年10月23日，SPAC發佈新聞稿，宣佈執行業務合併協議。新聞稿隨附 作爲附件99.1，並通過引用併入本文。

的 上述（包括附件99.1）是根據第7.01條提供的，不會被視爲已就第7.01條的目的提交 經修訂的1934年證券交易法第18條（“《交易所法案》”），否則將承擔責任 該部分的規定，也不會被視爲通過引用納入根據《證券法》或《交易法》提交的任何文件中，無論 此類文件中的任何一般註冊語言。本當前報告不會被視爲對任何重大性的承認 本項目7.01中的信息，包括附件99.1。

前瞻性 報表

這 當前的8-k表格報告包括「安全港」條款含義內的「前瞻性陳述」 1995年美國私人證券訴訟改革法案。除歷史事實陳述外的所有陳述 在本當前報告中，包括有關未來運營結果和財務狀況、計劃產品和服務的陳述， 業務戰略和計劃、公司未來運營的管理目標、市場規模和增長機會、競爭力 地位以及技術和市場趨勢，合併後合併公司的估計隱含企業價值 (the "合併後的公司“)，合併後公司在交易結束後的現金狀況，空間 以及公司完成交易的能力，以及與交易條款和時間相關的預期， 如適用，均爲前瞻性陳述。其中一些前瞻性陳述可以通過使用前瞻性陳述來識別 單詞，包括「預期」、「期望」、「建議」、「計劃」、「相信」、「預測」， 「潛力」、「尋求」、「未來」、「提議」、「繼續」、「打算」 「估計」、「目標」、「項目」、「應該」、「可能」、「將會」 「可能」、「將」、「預測」或這些術語的否定或它們的變體或類似術語 儘管並非所有前瞻性陳述都包含這樣的術語。所有前瞻性陳述均基於當前估計。 和預測，並反映SPAC和本公司截至本報告日期的觀點、假設、預期和意見， 因此受到許多因素、風險和不確定因素的影響，其中一些因素目前尚不爲SPAC或本公司所知 並可能導致實際結果與此類前瞻性陳述明示或暗示的結果大相徑庭。其中一些 因素包括但不限於：(1)可能導致終止的任何事件、變化或其他情況的發生 企業合併協議；(2)可能對SPAC、公司或其他人提起的任何法律訴訟的結果 交易公告、《企業合併協議》及與之相關的其他附屬文件； (3)SPAC公衆股東提出贖回請求的金額以及因失敗而無法完成交易的情況 徵得太古股份股東批准，取得完成業務合併所需的融資或滿足其他條件 完成和；(4)因適用法律可能需要或適當地改變擬議的合併結構 或者作爲獲得監管部門批准合併的條件；(五)達到證券交易所上市標準的能力 交易完成後；(6)交易擾亂公司現行計劃和經營的風險 由於交易的宣佈和完成；(7)確認交易預期收益的能力； 這可能會受到競爭的影響，其中包括公司實現盈利增長和管理增長的能力，保持 與客戶和供應商的關係，並留住其管理層和關鍵員工；(8)與業務合併相關的成本； (9)與適用法律、法規和公司國際業務變化有關的風險；(10)可能 公司或合併後的公司可能受到其他經濟、商業和/或競爭因素的不利影響； 公司對費用和盈利的估計；(12)公司的使命、目標和戰略；(13)公司的 未來業務發展、財務狀況及經營業績；(14)全球數碼貿易及投資的預期增長 服務行業；(15)公司收入、成本或支出的預期變化；(16)公司的預期 關於其產品和服務的需求和市場接受度；(17)公司對其關係的期望 與用戶、客戶和第三方業務合作伙伴；(18)公司行業競爭；(19)政府相關政策 與公司行業相關的法規；(20)全球和司法管轄區的一般經濟和商業狀況 本公司的經營地點；及(21)與上述任何事項相關或相關的假設。前面列出的因素不是 無窮無盡。您應該仔細考慮在年度 SPAC截至2023年12月31日的年度Form 10-k報告，以及註冊聲明中的「風險因素」部分 與預計將提交給美國證券交易委員會的交易有關，以及不時提交給美國證券交易委員會的其他文件。這些 備案文件確定並解決了其他可能導致實際事件和結果大相徑庭的重要風險和不確定性 與前瞻性陳述中所載的內容不同。可能還有SPAC和公司目前都不知道的其他風險 或者SPAC或公司目前認爲是無關緊要的，也可能導致實際結果與 前瞻性陳述。鑑於這些因素、風險和不確定因素，討論的前瞻性事件和情況 在本報告中可能不會發生，本報告中提出的任何估計、假設、預期、預測、觀點或意見 報告應被視爲初步報告，僅用於說明目的，因此不應過分依賴 前瞻性陳述。SPAC和本公司不承擔任何義務，也不打算更新或修訂這些前瞻性聲明 聲明，無論是由於新信息、未來事件或其他原因，除非法律另有要求。

額外 信息以及在哪裏可以找到它

在……裏面 與這些交易有關，SPAC和本公司打算將註冊聲明提交給美國證券交易委員會，後者將 包括一份委託書，將分發給SPAC的股東，與其徵集投票委託書有關 SPAC的股東與這些交易有關。建議您閱讀委託書/招股說明書及任何其他 相關文件在可用時提交給美國證券交易委員會，因爲除其他外，它們將包含財務狀況的更新， 在此提供行業和其他信息，以及有關SPAC、本公司和交易的重要信息。股東： SPAC將能夠在提交時獲得一份免費的委託書副本，以及包含SPAC信息的其他文件， 該公司和交易免費在美國證券交易委員會的網站www.sec.gov上進行。此當前報告不包含 所有應考慮的關於提議的企業合併的信息，並不打算構成任何 與企業合併有關的投資決定或其他決定。

投資 在此處描述的任何證券中，未經SEC或任何其他監管機構批准或否決，也沒有任何監管機構 傳遞或認可提供的實質性或此處包含的信息的準確性或充分性。任何表示 相反是犯罪行爲。

參與者 的招標

SPAC， 根據美國證券交易委員會規則，公司及其各自的董事、高管、其他管理層成員和員工可被視爲 參與向SPAC股東征集與擬議交易有關的委託書。你可以的 有關SPAC董事和高管的信息以及他們對SPAC的興趣，可在其年度報告中找到，網址爲 截至2023年12月31日的財政年度的Form10-k，該表格於2024年3月28日提交給美國證券交易委員會。一份董事名單， SPAC和公司的高級管理人員、其他管理層成員和員工，以及關於他們利益的信息 在交易中，將包含在公司提交給美國證券交易委員會的註冊說明書中。更多信息 關於這類潛在參與者在招標過程中的利益，也可在下列情況下列入其他相關文件 它們是在美國證券交易委員會備案的。您可以從上述來源獲得這些文檔的免費副本。

沒有 建議或諮詢顧問或誘使

這 當前報告不是有關任何證券或有關方面的委託聲明或委託書的徵求、同意或授權 交易的要約，並不構成出售要約或購買要約SPAC、公司的任何證券 或合併後的公司，或徵求任何投票或批准，也不得在任何司法管轄區出售任何證券 在根據證券法註冊或獲得資格之前，此類要約、招攬或出售是非法的 轄區除非通過符合年證券法要求的招股說明書，否則不得提出證券要約 1933年，經修正。

第9.01項。 財務報表和附件

（d） 展品

簽名

根據 根據1934年《證券交易法》的要求，登記人已正式促使以下人士代表其簽署本報告： 以下籤署人已正式授權。

日期： 2024年10月23日

表現出 2.1

業務 合併協議

這 業務合併計劃（該計劃可根據 本文條款，這“協議”），日期爲2024年10月22日，由Dt Cloud Acquisition Corporation簽訂， 開曼群島豁免公司（“SPAC”）、Maius Pharmaceutical Co.、有限公司，開曼群島豁免公司（ “公司”）、邁尤斯製藥集團有限公司、有限公司，開曼群島豁免公司（“Pubco”), Chelsea Merger Sub 1 Limited，一家開曼群島豁免公司（“合併子1”）、切爾西合併Sub 2 Limited、a 開曼群島豁免公司（“合併子2”）和XXW Investment Limited（一家BVI商業公司）作爲本公司 股東代表（“股東代表”).

W I t N E S E t H：

因此， 該公司從事生物製藥技術研發業務（“業務”);

因此， SPAC是一家空白支票公司，其成立的唯一目的是進行合併、股份交換、資產收購、股份購買， 與一個或多個企業或實體進行重組或其他類似的企業合併;

因此， 股東代表已註冊成立Pubco，這是一家開曼群島豁免公司，也是股東的全資子公司 根據開曼群島公司法（經修訂）（「開曼公司法」）的代表 爲了成爲其股票應在納斯達克交易的公開上市公司而完成交易;

因此， Pubco已成立Merger Sub 1，這是一家開曼群島豁免公司，也是Pubco的全資子公司，其唯一目的是合併 與SPAC（“SPAC合併”）SPAC是SPAC合併中倖存的實體，併成爲全資擁有的 Pubco的子公司（“SPAC合併生存公司”);

因此， Pubco已成立Merger Sub 2，這是一家開曼群島豁免公司，也是Pubco的全資子公司，其唯一目的是合併 與公司（“收購合併”）公司是收購中倖存的實體 合併併成爲Pubco的全資子公司（“倖存的公司”);

因此， 在完成交易的同時，股東代表作爲Pubco唯一股東應採用修訂後的 並以公司與SPAC商定的形式重述Pubco的章程大綱和章程細則（“以下簡稱“Pubco A & R文章”），Pubco A & R章程應爲Pubco的章程大綱和章程，直至此後 根據其條款和開曼公司法修訂;

因此， 出於美國聯邦所得稅的目的，雙方打算SPAC合併和收購合併將符合單一合併資格 符合《準則》第351條規定的不承認待遇的綜合交易。SPAC董事會， 公司、Pubco、合併子公司1、合併子公司2和股東代表已批准本協議和附屬協議 本協議項下和本協議項下預期的協議和交易，包括合併;

因此， 公司董事會已確定本協議、收購合併、SPAC合併和其他交易 本協議所設想的符合公司和公司股東的最佳利益;

因此， SPAC董事會已確定本協議、SPAC合併、收購合併和其他交易 本協議設想的符合SPAC及其股東的最佳利益;

因此， 在簽署和交付本協議的同時，主要公司股東作爲持有公司股份的股東 足以構成所需的公司股東批准（無論是作爲記錄持有人還是受益所有人 《交易法》第13 d-3條的含義）已各自與Pubco、公司和SPAC簽訂了（a）鎖定協議，形式如下 其中作爲附件A隨附（每個，一個“關鍵公司股東鎖定協議”），這將成爲 自收盤起生效，但須經SPAC書面豁免;和（b）與公司和SPAC達成的支持協議，形式爲 作爲附件b隨附（“關鍵公司股東支持協議”);

因此， 在簽署和交付本協議的同時，申辦者已簽署並向公司交付了支持， 鎖定協議，其形式作爲附件C隨附（“贊助商支持和鎖定協議”), 據此，申辦者同意投票通過並批准本協議、輔助協議和 以下預期的交易，並受到某些鎖定條款的約束;

因此， 與合併的完成有關，公司、贊助商和Pubco將在交易完成時或之前達成 2024年2月20日SPAC註冊權協議修正案，形式和實質內容有待雙方商定 由SPAC和公司（“註冊權協議修正案”），將自生效之日起生效 時間;和

現在， 因此，考慮到此處規定的相互陳述、保證、契約和協議以及其他良好和有價值的 雙方特此確認對價已收到且充分，並有意受法律約束 同意如下：

文章 我

定義 和術語

部分 1.01 定義.如本協議中所使用，以下術語具有以下規定或引用的含義：

“採集 合併“具有獨奏會中所闡述的意義。

“採辦 建議書“指任何人士（SPAC或其附屬公司除外）就收購提出的任何詢問、提案或要約 公司或其任何共同控制附屬公司的任何合併或合併，或涉及公司或其任何共同控制附屬公司的任何合併或合併 共同控制附屬公司、公司或其任何共同控制附屬公司的任何重大資產的任何收購或許可 用於公司業務、任何「收購」或類似交易、爲公司業務而持有、爲公司業務所需或相關 涉及公司或其任何共同控制附屬公司員工的就業轉移，或任何發行、收購 或轉讓公司或其任何共同控制附屬公司的任何股本或任何可轉換爲或 可兌換爲公司或其任何共同控制附屬公司的股本。

“行動” 指任何訴訟、指控、訴訟、仲裁、聽證、調解、審計、調查、調查或其他程序，無論是民事或 在任何政府當局面前或由任何政府當局執行的刑事訴訟，無論是法律上還是公平地。

“附屬公司” 對於任何指定的人來說，是指直接或通過一個或多箇中間人間接控制的任何其他人， 由該指定人員控制或與該指定人員共同控制。

“協議” 具有序言中規定的含義。

“輔助 協定“指第一次合併計劃、第二次合併計劃、關鍵公司股東鎖定協議、 關鍵公司股東支持協議、公司鎖定協議、發起人支持和鎖定協議、登記 權利協議修正案、就業協議以及簽署和交付的所有其他協議、證書和文書 與此處設想的交易有關，包括轉讓函。

“反洗錢 洗錢法“指任何反洗錢和/或反恐立法、規則、法規或政策， 在任何司法管轄區適用於公司的法律效力。

“反腐敗 法律“指與反賄賂或反腐敗（政府或商業）相關的任何適用法律，包括美國 經修訂的《反海外腐敗法》（FCPA）、《2010年英國賄賂法》和《美國旅行法》，18 U.C.§ 1952。

“平均 SPAC股價”意味着每股10美元。

“書 和記錄“指所有賬簿和記錄、分類帳、員工記錄、客戶名單、文件、信件和其他記錄 由個人擁有或使用的任何類型（無論是書面的、電子的還是以其他方式體現的）的資產、 業務或其交易以其他方式反映，股票賬簿和分鐘賬簿除外。

“業務” 具有朗誦會中規定的含義。

“業務 天“指週六、週日或紐約、中國或開曼群島銀行獲得授權的任何一天以外的任何一天 或適用法律要求停業。

“開曼群島 《公司法》“具有 獨奏會在這裏。

“開曼 島嶼登記員“是否具有在第2.02節.

“圓形 37“指國家外匯管理局關於外匯管理有關問題的通知 海外投資和融資以及國內居民通過特殊目的工具進行的往返投資（國家外匯管理局關於國內居民通過特殊目的的公司海外投資及回程投資外匯管理相關問題的通知） 國家外匯管理局於2014年7月4日發佈，國家外匯管理局不定期發佈其修改和解釋。

“結業“ 具有中所述的含義第3.02節.

“關閉 公司現金“是否具有在第4.01(D)條.

“關閉 公司債務“是否具有在第4.01(D)條.

“關閉 日期“是否具有在第3.02節.

“關閉 日期合併考慮“意味着250，000，000美元（兩億五千萬美元）。

“關閉 日期份額合併考慮“是指在生效日期將向公司股東發行的某些Pubco普通股 時間，其總數應等於收盤日合併對價除以SPAC平均股價。

“關閉 聲明“是否具有在第4.01(D)條.

“代碼” 指經修訂的1986年《國內稅收法》。

“集體 談判協議“指任何集體談判協議或其他勞動合同（包括任何合同或協議 與任何勞資委員會、勞工或工會或其他員工代表機構合作）。

“公司” 具有序言中規定的含義。

“公司 福利計劃“具有在中指定的含義第5.13(A)條.

“公司 板“指本公司的董事會。

“公司 可換股證券“統稱爲認購或購買任何股本的任何期權、認購權或權利 公司的證券或可轉換或交換的證券，或以其他方式賦予持有人任何收購任何股份的權利 公司資本。

“公司 披露時間表“是否具有在第12.13（a）節 並作爲附表二附於此。

“公司 異議股份“是否具有在第4.05節.

“公司 排除股份“是否具有在第4.01節.

“公司 基本代表“是指 第5.01節, 第5.02節, 第5.03節, 第5.04節 (but僅其中第（a）條）， 第5.06節 和 第5.16節.

“公司 鎖定協議“是否具有在第7.18節.

“公司 IP“指公司雙方擁有（或聲稱擁有）的任何和所有知識產權。

“公司 實質性不良影響“指個別或總體上具有某種物質的變化、事件、效果或情況 對(A)公司的業務、財務狀況、資產、負債、經營結果或前景的不利影響 公司子公司作爲一個整體；提供, 然而，，即沒有事件、變化、情況、影響、發展、條件 因下列任何事項引起、引起或與之有關的事故應構成或被視爲對公司作出貢獻 重大不利影響，或在確定公司是否發生重大不利影響時應予以考慮 或合理地預期將發生：(1)適用法律、公認會計原則或其他適用會計規則的變化；(2) 一般經濟、政治、商業或監管條件；(Iii)美國或全球金融、信貸、大宗商品、 貨幣或資本市場或條件；(四)戰爭、軍事行動或恐怖主義行爲的爆發或升級； 對於自然災害或流行病，(V)本協定或任何附屬協定明確要求或與先前 SPAC的書面同意，(6)本協議所擬進行的交易的公告、待決或完成，(7) 新冠肺炎大流行，(Viii)本身未能達到內部或分析師的預期、預測或結果 運營(但在每種情況下，不是任何此類變化的根本原因，除非此類根本原因除外 從本定義)，除非在第(I)至(Iv)款和第(Vii)款的情況下， 影響、發展、狀況或事件已經或將合理地預期對公司產生不成比例的不利影響 及本公司附屬公司作爲一個整體，與在本公司及 其子公司經營；或(B)本公司履行本協議項下義務或完成交易的能力 在此深思。

“公司 普通股“指公司每股面值1.00美元的普通股。

“公司 締約方“指公司、公司子公司、Pubco和Pubco子公司統稱，以及「公司方」 指的是其中任何一個。

“公司 產品“指已經或當前正在銷售的每種產品和服務（包括其所有版本）， 分發、許可、出售、提供、支持、提供或提供，或已開始任何開發（定義見下文）， 由或代表公司或任何公司子公司進行。

“公司 服務提供商“指公司每位現任或前任董事、高級管理人員、員工或顧問或獨立承包商 或任何公司子公司（不包括律師、顧問、會計師和類似專業人士）。

“公司 股東“指公司普通股的每位持有者。

“公司 子公司“指公司的子公司。

“公司 交易費用“不重複地指(A)在結束時或之前發生的所有費用、成本和開支(不論 或非開具帳單或應計費用)由本公司或代表本公司或任何其他公司方與談判、文件 和完成本協議所設想的交易，包括律師的所有費用、支出和開支， 精算師、會計師、財務顧問和其他顧問，(B)任何遣散費、控制權變更、出售、留任或類似的獎金， 應支付給下列人員的補償或付款(連同與此類金額有關的應繳就業稅的僱主部分) 公司或公司任何一方的任何現任或前任董事、高級管理人員、員工或獨立承包人 以及交付本協議或完成因任何合同而應支付的本協議所預期的交易 或公司或任何公司方在交易結束時或之前達成的安排，以及(C)與以下事項有關的所有費用和開支 根據《高鐵法案》提交的文件(如果有)。

“保密 協議“指雙方於2024年8月2日簽訂的保密協議。

“合同” 指任何書面或口頭票據、保證、抵押、契約、保證、許可、協議、合同、租賃、具有法律約束力的承諾， 具有法律約束力的意向書或其他類似文書及其任何修正案。

“控制” 對於任何人來說，是指指導或導致指導該人的管理和政策的權力，無論 通過合同或其他方式通過投票證券的所有權。條款”受控,” “控制 通過,” “受共同控制「和」共同控制“應具有相關含義。

“覆蓋 人“是否具有在第7.13(A)條.

“新冠肺炎” 是指SARS-CoV-2或COVID-19，及其任何演變或任何其他流行病、流行病或疾病爆發。

“中國證監會” 指中國證券監督管理委員會。

“免賠額“ 具有中所述的含義第11.03(A)條.

“發展” 指非臨床、臨床前和臨床藥物發現、研究和/或開發活動，包括但不限於質量 保證和質量控制開發，以及與開發和提交合理相關或導致開發和提交的任何其他活動 向監管機構（定義如下）提供信息，「開發」意味着參與開發。

“直接 權利要求“是否具有在第11.05條.

“有效 時間“是否具有在第3.02節.

“就業 協定“是指Pubco與Pubco所有董事和高級職員之間立即簽訂的僱傭協議 結案的形式和實質內容有待Pubco與公司商定。

“產權負擔” 指任何保留權、擔保權、押記、擔保權益、抵押、質押、契約、選擇權、優先要約權或拒絕權 或轉讓限制，或對不動產或個人財產或類似財產的所有權或使用的任何其他類似限制或限制 其所有權存在違規行爲。

“執行性 例外“指任何適用的破產、破產、重組、暫停、欺詐性轉讓、優惠和其他 一般影響債權人權利的類似法律，並遵守一般公平原則（無論是否尋求執行 公平或法律）。

“環境 法律“指與污染、環境保護（包括自然資源）有關的任何和所有適用法律 和人類健康和安全，或使用、儲存、排放、處置、釋放或接觸危險材料。

「託管 代理人」 指大陸股票轉讓和信託公司，該公司應擔任託管協議的託管代理人 和託管份額。

“代管 協議“指SPAC和公司雙方商定的形式和實質內容的託管協議 託管參與者、託管代理人、Pubco和SPAC在完成時或之前生效 關於託管股份。

“代管 參與者”是指在截止日期之前公司的所有股東（每人均爲「託管人」 參與者”）。

“代管 股份“是指可向託管參與者發行的截止日期股份合併對價的總計5% 有效時間並由託管代理根據託管協議持有，該協議應用於履行賠償義務 公司向SPAC受償人提供的信息 第11條.託管股份應在託管參與者之間分配 根據各自的按比例分配，並在關閉時轉移給託管代理人。

“交換 法“是否具有在第6.03(A)條.

“金融 報表“具有在中指定的含義第7.06節.

“第一 合併計劃書“是否具有在第2.01節.

“公認會計原則” 指美國普遍接受的會計原則和實踐。

“理事 文件“對於任何非個人的人來說，是指章程或公司註冊證書 或組織章程、組織備忘錄和章程、有限合夥協議、合夥協議、有限責任 該人員的公司協議、股東協議和其他類似組織文件。

“政府 權威“指任何聯邦、州、地方或外國政府或其政治部門，或任何機構或部門 此類政府或政治部門或任何自我監管組織、證券交易所或其他非政府監管機構的 或準政府當局（只要該組織或當局的規則、法規或命令具有效力 法律）或任何仲裁員、仲裁小組、法院或法庭。

“政府 秩序“指由任何政府簽署或與任何政府簽署的任何命令、令狀、判決、禁令、法令、規定、決定或裁決 權威

“危險 材料“是指被列爲、監管或定義爲「危險」、「有毒」的任何材料、物質或廢物， 或「放射性」，或作爲「污染物」或「污染物」（或類似意圖或含義的詞語） 適用的環境法，包括但不限於石油、石油副產品、石棉或含石棉材料， 多氯聯苯、易燃或爆炸物質、黴菌、全氟烷基和多氟烷基物質或農藥。

“HSR 法”是指1976年哈特-斯科特-羅迪諾反壟斷改進法案。

“非物質的 許可證“指就本公司及其附屬公司而言，在一般情況下訂立的下列任何合同 業務過程：(A)保密協議中允許使用機密信息的權利；(B)許可證、轉讓、契約 不起訴或放棄與該人的任何現任和前任僱員、顧問或獨立承包商的權利 根據公司(或公司子公司)標準格式提供的公司或任何公司子公司的利益(S) (C)對業務不具實質性的任何非排他性許可 並且僅僅是該許可證中所考慮的交易的附帶交易，其商業目的主要是爲了某事 除此類許可外，例如：(I)包括使用公司商標許可的銷售或營銷或類似合同 或本公司附屬公司推廣本公司或本公司附屬公司的商品或服務； 包括允許賣方將本公司(或其子公司)確定爲賣方客戶的合同； 購買或租賃也有許可證的設備或材料的合同，如複印機、計算機或移動電話 知識產權；或(Iv)使用預先配置、預先安裝或嵌入在硬件上的軟件的許可證 或其他設備。

“負債“ 指(1)借款的所有債務(包括因提前終止、償還或贖回而到期的所有款項 計算到截止日期)或信貸延期(包括信用卡、銀行透支和預付款)，(二)所有債務 債券、債權證、票據或其他類似工具(包括因提前終止、償還或贖回而到期的所有款項 (三)支付財產或服務的延期購買價款的所有義務(包括任何溢價)， 除在正常業務過程中產生的未逾期的應付貿易賬款外，(4)擔保的其他人的所有債務 通過對公司或任何公司子公司的任何資產的留置權，(V)直接或間接的或有的所有債務 擔保任何其他人的任何義務；(六)就開出的信用證向出票人償付的所有義務 或根據履約或保證保證或其他類似義務，(Vii)與銀行承兌匯票有關的所有義務，以及 根據逆回購協議，(八)已經或應該按照公認會計准則記錄的租賃項下的所有債務 作爲資本租賃，以及(Ix)需要支付的任何預付款或其他罰款或費用(包括貸款人的法律費用) 如果所有債務在結算日全額償還。

“知識分子 屬性“指世界各地的任何和所有知識產權，包括任何和所有美國和外國知識分子 下列財產和工業產權：(A)專利、專利申請和專利披露，包括 續期、分部、部分續期、複試、延期、續期、補發以及任何 上述，(B)商標，(C)互聯網域名，以及社交媒體用戶名、句柄和類似的標識，(D)作品 著作權、內容、著作權和可受著作權保護的標的、設計權以及其中的精神和經濟權利；(E) 軟件、數據、數據複雜性和數據庫；(F)商業祕密和其他機密和專有信息，包括機密信息 以及專有客戶和供應商列表、定價和成本信息、以及業務和營銷計劃和建議(統稱爲， “商業祕密“)、(G)想法、專有技術、發明(不論是否可申請專利或簡化爲實踐)、工藝、 公式和方法、組成、技術、技術、規範、協議、原理圖和研究與開發 信息，(H)前述的任何和所有申請、註冊和記錄，以及(I)前述的所有權利(包括 依照許可、普通法權利、法定權利和合同權利)和其他類似無形資產，在每種情況下 在可受適用法律保護的範圍內。

“意向 稅務處理“是否具有在第8.03節.

“興趣 率“指交易活躍的美國國債在90天國債利率相關日期的年收益率 剩餘到期期限爲三（3）個月的證券，該利率在「財政部不變期限」項下發布 聯儲局統計發佈H.15（519）。

“國際 貿易法“指與國際貿易有關的任何法律，包括：（i）美國管理的進口法律和法規 海關和邊境保護局，（ii）美國國務院根據《國際交通》發佈的出口管制法規 《武器法規》（22 CFR 120等）和/或美國商務部根據《出口管理條例》 (15 C.F.R. 730等）; (iii)美國財政部辦公室管理的制裁法律和法規 外國資產控制（31 CFR第500部分及以下內容）;和（iv）美國反抵制法律和要求（守則第999條或相關規定 條款，或根據經修訂的《出口管理法》，50 USC附錄第2407條及以下內容）。

“它 系統“指任何和所有軟件、硬件、服務器、系統、站點、電路、網絡、數據通信線路、路由器， 集線器、交換機、接口、網站、平台和其他計算機、電信和信息技術資產和設備， 以及所有相關文檔。

“關鍵 公司股東“是指截至目前持有公司5%或以上股權的任何公司股東 本協議的日期（所有協議均列在本協議附表一中）。

“關鍵 公司股東鎖定協議“具有獨奏會中所闡述的意義。

“關鍵 公司股東支持協議“具有獨奏會中所闡述的意義。

“知識 的SPAC“（或其任何變體）指截至本協議日期任何首席執行官和 經過合理的內部調查，擔任SPAC首席財務官。

“知識 本公司“（或其任何變體）是指任何首席執行官截至本協議日期的實際了解， 公司和每家公司的首席財務官、首席運營官或首席會計官，或其同等職位 子公司，經過合理的內部詢問。

“法律” 指任何法規、法律、法令、法規、規則、守則、政府命令、憲法、條約、普通法、其他要求或 任何政府當局的法治。

“租賃 不動產“指公司或公司任何租賃、轉售、許可或以其他方式佔用的所有不動產 子公司

“信 送文“是否具有在第4.03(A)條.

“負債” 指任何性質的任何責任、義務或承諾，無論是聲稱的還是未聲稱的、已知的或未知的、絕對的或或有的， 應計或未應計、成熟或未成熟或其他。

“留置權” 指任何抵押、信託契約、質押、抵押、地役權、通行權、購買選擇權、優先購買權、契約， 限制、擔保權益（包括任何PPS擔保權益）、所有權缺陷、侵佔或其他調查缺陷或其他保留權 或任何類型的擔保，但任何適用證券法產生的任何限制除外。

“損失“ 指任何和所有損失、損害賠償、債務、稅款、缺陷、義務、索賠、費用、利息、賠償、判決、罰款、 收費、罰款、和解付款、費用(包括調查、執法和收集的合理自付費用 以及合理的自付律師、精算師、會計師和其他專業人員的費用、支出 和費用)任何種類的；提供, 然而，「虧損」不包括利潤損失、收入損失、 業務中斷、商譽或商機損失、價值縮水、間接、附帶、特殊、 不可預見的懲罰性或懲罰性損害賠償，或基於任何類型的倍數的任何損害賠償，但(A)在懲罰性賠償的情況下除外 或懲罰性損害賠償，以支付給非關聯第三方爲限，或(B)在發生合理可預見的後果性損害賠償的情況下； 提供, 進一步，爲避免疑問，「損失」不應包括其本身的任何變化 納斯達克或其他地方報告的SPAC普通股價格。

“材料 不利影響“指對特定當事人具有重大不利影響的任何事件、變化或情況 對(一)一方的資產、業務、經營結果、財務狀況或前景的影響；但條件是 以下任何事件(或以下任何事件的影響)單獨或組合不被視爲構成或 在確定是否已經或將會產生「實質性不利影響」時考慮到：(A)適用的任何變化 法律或公認會計原則(如適用)或其任何官方解釋，(B)利率或經濟上的任何變化， 一般的政治、商業、金融、商品、貨幣或市場狀況，(C)本協定的宣佈或執行， 交易的未決或完成或本協議的履行，包括其對關係的影響， 與客戶、供應商、許可方、分銷商、合作伙伴、提供商和員工簽訂合同或其他合同，(D)任何一般變更 影響當事人經營的任何行業或市場或整個經濟，(E)遵守下列條款 本協議或本協議要求採取的任何行動，或經另一方事先書面同意，(F)任何地震， 颶風、海嘯、龍捲風、洪水、泥石流、野火或其他自然災害、大流行、天氣狀況、爆炸火災、 上帝或其他不可抗力事件，爲免生疑問，包括新冠肺炎及任何法律、指令、聲明或指南 由政府當局、疾病控制和預防中心、世界衛生組織或任何行業組織發佈 規定關閉企業、改變業務運營、「就地避難」或其他相關限制 流行病、大流行或疾病爆發(包括新冠肺炎大流行)或此類法律、指令的任何變化， 在本協議或雙方遵守本協議之日之後發表的聲明、指南或解釋， (G)國家或其鄰近地理區域的任何國家或國際政治或社會狀況， 該方的行動，包括美國或此類其他國家參與敵對行動或其升級，無論是 或不是根據國家緊急狀態或戰爭的宣佈，或任何軍事或恐怖襲擊的發生或升級 (包括任何互聯網或「網絡」攻擊或黑客攻擊)對美國或其他國家、或任何領土、財產、 或美國或此類其他國家的外交或領事機構，或任何美國或此類其他國家的軍隊 安裝、設備或人員；(H)締約方未能滿足任何預測、預測或預算，或(I)採取的任何行動； 在每種情況下，SPAC已請求或已同意採取行動的失敗，或此類其他變更或事件； 第(H)款不應阻止或以其他方式影響對這種未能達到預測的任何變化或影響的確定 或預測已導致或促成或將合理地預期會導致或促成重大不利影響 (在該重大不利影響的定義中未以其他方式排除該變化或影響的範圍內)，但下列情況除外 第(A)、(B)、(D)、(F)和(G)條，以該變更不會對當事一方造成不成比例的影響爲限 其他行業參與者或(Ii)當事人完成交易的能力。

“材料 合同“具有第節中規定的含義5.12(a).

“材料 允許“具有在中指定的含義第5.23節.

“合併” 統稱爲SPAC合併和收購合併。

“合併 子1“具有獨奏會中所闡述的意義。

“合併 SUB 2“具有獨奏會中所闡述的意義。

“納斯達克” 指納斯達克股市。

“非美國 附屬公司“是否具有在第8.05節.

“外面 日期“是否具有在第10.01（b）節.

“擁有 知識產權“指公司全部或部分擁有或聲稱擁有的所有知識產權 或其子公司之一。

“許可證” 指政府或由政府頒發的所有許可證、許可證、特許經營權、豁免、命令、登記、同意和其他授權和批准 權威

“允許的 累贅“指(A)尚未到期而須繳付的稅款的產權負擔，或正由適當的法律程序真誠地提出抗辯的稅款的產權負擔， 在每一種情況下，按照公認會計原則維持充足的儲備，(B)機械師、承運人、工人、 維修工或其他類似的普通法或法定產權負擔在正常業務過程中產生或發生的一致 根據過去的慣例，本公司或SPAC或其各自的任何子公司沒有違約，或 尚未到期應付的數額，或其數額和有效性正通過適當的程序真誠地提出異議， (C)按照以往慣例在正常業務過程中授予的非排他性知識產權許可證；(D)限制 聯邦和州保險法和證券法規定的轉讓；(E)地役權、通行權、分區條例和其他類似條例 不會對公司的持續使用、運營、適銷性或價值造成實質性損害的個別或整體產權負擔 它們所涉及的特定房地產地塊或本公司或SPAC(或其各自的任何一家 (F)根據原始購買價格有條件的銷售合同和設備租賃產生的留置權 與在正常業務過程中訂立的不會個別或整體造成重大損害的第三方 與之相關的特定地塊不動產的持續使用、經營和可銷售性或價值或行爲 公司或SPAC(或其各自的任何子公司)的業務，目前進行的，(G)將被 在交易結束時或之前解除，以及(H)貸款人因在正常過程中與維持有關的存款而產生的留置權 銀行帳戶。

“人” 指個人、公司、公司、合夥企業、協會、有限責任公司、合資企業、信託或 其他實體或組織，包括政府當局。

“個人 信息“指以任何形式，單獨或與其他信息結合，認爲或合理地 能夠與可識別的自然人相關聯，包括(A)姓名、實際地址、電話號碼、電子郵件地址、 金融賬號、政府頒發的識別碼(包括社保號、駕駛證號碼和護照 、信用卡或其他財務信息、醫療、健康或保險信息、性別、出生日期、受教育程度或 就業信息、宗教或政治觀點或從屬關係、婚姻或其他狀況、照片、面部幾何形狀或生物測定 信息，以及用於或打算用於識別、聯繫或精確定位個人的任何其他數據，(B)關於 個人在網上或在移動或其他應用程序上的活動(例如，進行的搜索、訪問的網頁或內容或 已查看)、(C)互聯網協議地址或其他永久標識符，或(D)被定義爲「個人數據」的任何信息， 「個人信息」或「個人身份信息」或任何適用的數據保護下的類似術語 法律。

“PFIC“ 具有中所述的含義第8.05節.

“中華人民共和國” 指中華人民共和國，僅就本協議而言，不包括臺灣和特別行政區 香港和澳門的。

“隱私 和安全要求“在適用於公司或其任何子公司的範圍內，指與以下事項有關的任何法律 隱私和數據安全。

“Pro 比例部分的“對於任何公司股東來說，是指一個分數（以百分比表示），其分子 是該公司股東截至前擁有的已發行和發行的公司普通股總數 收市，分母是（i）已發行的公司普通股的總數（不重複） 且尚未發行，及（ii）可在任何公司轉換、行使或結算後直接或間接發行，或受任何公司轉換、行使或結算的約束 截至收盤前的可轉換證券。

“保護 數據“指個人信息和機密數據。

“代理 聲明/招股說明書“是否具有在第7.14（a）節.

“Pubco” 具有朗誦會中規定的含義。

“Pubco A & R文章“具有獨奏會中所闡述的意義。

“Pubco 股權激勵計劃“是否具有在第7.22節。

“Pubco 普通股“指Pubco的普通股，每股面值0.0001美元。

“Pubco 附屬“指Pubco的子公司。

“登記 權利協議修正案“具有獨奏會中所闡述的意義。

“登記 聲明“是否具有在第7.14（a）節.

“註冊 知識產權“具有第5.11（a）條規定的含義。

“監管 權威“指參與批准臨床試驗的任何適用政府監管機構 公司產品在國家或監管管轄區的試驗或製造、營銷、銷售、報銷或定價， 包括中華人民共和國國家藥品監督管理局或其任何後繼機構，或 美國美國食品藥品監督管理局或其任何後續機構。

“代表” 就任何人而言，指任何及所有董事、高級管理人員、員工、顧問、財務顧問、法律顧問、會計師 以及該人的其他代理人。

“需 SPAC股東批准“是否具有在第9.01(B)條.

“必要 公司股東批准“是否具有在第9.01節.

“辭職“ 具有中所述的含義第7.04節.

“安全” 指中華人民共和國國家外匯管理局。

“安全 規章制度“統稱第37號文和任何其他適用的外匯管理局規則和法規（經修訂）。

“美國證券交易委員會” 指美國證券交易委員會。

“二 合併計劃書“是否具有在第3.02節.

“證券 法“指經修訂的1933年證券法。

“SPAC” 具有序言中規定的含義。

“空間 董事會推薦“具有第6.02（c）條規定的含義。

“SPAC 異議股份“是否具有在第2.07節.

“SPAC 排除股份“是否具有在第2.07節.

“SPAC 財務報表“是否具有在第6.03(B)條.

“SPAC 基本代表“指第6.01條、第6.02條、第6.05條中規定的陳述和保證 (but僅其中第（a）條）、第6.06條和第6.08條。

“SPAC 償方“具有第11.02條規定的含義。

“空間 實質性不良影響“指個別或總體上具有某種物質的變化、事件、效果或情況 對SPAC履行其在本協議項下的義務或完成預期交易的能力的不利影響 特此通知；然而，前提是「SPAC重大不利影響」不應包括任何變化、事件、影響或情況， 直接或間接引起或可歸因於：(1)適用法律、公認會計原則或其他適用會計規則的變化； (2)總體經濟、政治、商業或監管條件的變化；(3)美國或全球金融、信貸、 商品、貨幣或資本市場或條件；(4)戰爭、軍事行動或恐怖主義行爲的爆發或升級； 因自然災害或流行病而發生的變化，(V)下列交易的公告、待決或完成 本協定，或(Vi)新冠肺炎大流行，但第(I)至(Iv)款和第(Vi)款中的此類更改除外， 事件、影響或情況已經或將合理地預期對SPAC產生不成比例的不利影響。

“空間 合併“具有獨奏會中所闡述的意義。

“SPAC 合併有效時間“是否具有在第2.02節.

“SPAC 合併生存公司“具有第2.01條規定的含義。

“SPAC 普通股“指SPAC的普通股，每股面值0.0001美元。

“空間 各方「指SPAC及其所有附屬機構，包括贊助商，以及」SPAC黨”指的是 對他們中的任何一個人來說。

“SPAC 黨股東批准事項“是否具有在第7.14（a）節.

“SPAC 招股書“是否具有在第7.14（a）節.

“SPAC 贖回股份“指由已有效行使其SPAC股東權力的SPAC股東持有的SPAC普通股 與SPAC方股東批准事項相關的贖回權（且未放棄、撤回、沒收、未能完善 或以其他方式失去此類權利）。

“SPAC 權利“指在初始業務完成後獲得七分之一（1/7）SPAC普通股的權利 如SPAC招股說明書中所述的組合。

“SPAC 會定期提交的報告“是否具有在第6.03(A)條.

“SPAC 股東“指SPAC普通股的每位持有者。

“SPAC 股東贖回金額“指所有SPAC贖回股份的應付總額。

“SPAC 股東贖回權“指SPAC普通股公衆持有人贖回全部或部分的權利 治理文件中規定的SPAC普通股（與SPAC方股東批准事項或其他事項有關） SPAC和信託協議。

“SPAC 特別會議“是否具有在第7.14（a）節.

“SPAC 交易費用“指收盤時或之前發生的所有費用、成本和開支（無論 或未計費或應計）由SPAC或任何其他SPAC方或代表SPAC方就談判、記錄和完成 本協議設想的交易，包括（a）所有記錄的費用、成本、開支、經紀費、佣金， 財務顧問、投資銀行、數據室管理員、律師、會計師和其他人員的財務顧問費用和支出 由SPAC和發起人任命的顧問和服務提供商，（b）SPAC欠SPAC任何官員的任何債務， 董事或發起人，或IPO承銷商，或其各自的股東或關聯公司，或任何其他方，或公司或其 股東或關聯公司，（c）SPAC就交易向政府當局支付的任何及所有備案費， 及（d）延期費用。

“SPAC 單元“指由一股SPAC普通股和一股SPAC權利組成的SPAC單位。

“贊助商” 指的是Dt Cloud Capital Corp.，一家英屬維爾京群島商業公司。

“申辦者 支持和鎖定協議“具有獨奏會中所闡述的意義。

“股東 寄存器“是否具有在第2.07（c）節.

“股東 代表“具有序言中所闡述的含義。

“股東 代表性費用“是否具有在第12.11（f）節.

“跨 期間“指從截止日期或之前開始並在截止日期之後結束的任何納稅期。

“子公司” 就任何實體而言，指其直接或間接擁有或以其他方式控制超過五十個的任何其他實體 百分之五十（50%）的有投票權股份或其他類似權益。

“活着 公司“是否具有在第3.01節.

“稅” 或“稅費“指任何和所有聯邦、州、縣、地方、外國和其他稅、費、稅、稅和政府 徵稅和評稅，包括所有收入、毛收入、股本、保費、特許經營權、利潤、生產、增值、入住率、 收益、個人財產重置、就業和其他與員工和工資相關的稅、預扣稅、國外預扣稅、社會稅 保障、福利、失業、殘疾、不動產、個人財產、許可證、從價計算、轉讓、工人補償、 意外之財和淨值稅、環境稅、關稅、遣散費、印花稅、消費稅、職業、銷售、使用、轉讓、替代 最低、估計稅款、存貨、欺詐、無人認領的財產、擔保基金評估，以及其他稅、稅、費、稅、稅。 任何政府徵收、徵收或徵收的相同或類似性質的關稅、關稅、義務、收費和課稅 當局，連同就該等款項而施加的所有利息、罰款及附加費，以及就該等款項而施加的任何利息 處罰和附加，無論是否有爭議。

“稅 權威“指負責管理或徵收任何稅收的任何政府當局。

“稅 返回“指任何退貨、報告、聲明、選擇、估計、信息聲明、退款和退貨索賠或其他 文件（包括任何相關或支持信息以及對上述任何內容的任何修改以及任何銷售、使用和轉售 證書）就稅收向任何稅務機關提交或要求提交。

“終止 費“具有在中指定的含義第10.04條.

“第三方 權利要求“是否具有在第11.04（a）節.

“貿易 祕密“具有知識產權定義中所規定的含義。

“商標” 指商標、商品名稱、公司名稱、品牌、企業名稱、商業風格、服務標記、服務名稱、徽標、域名， 口號、商業外觀或其他來源或商業標識符以及類似性質的一般無形資產，無論是註冊還是未註冊， 無論是在美國或其任何州或領土或世界任何地方的任何其他司法管轄區的法律下產生的， 以及與上述任何事項相關的所有登記和登記申請，以及與之相關的所有善意 上述任何一項。

“轉移 稅“指任何及所有轉讓、銷售、使用、消費稅（包括根據《法典》第4501條徵收的稅款）、增值稅、毛額 收據、登記、房地產、郵票、文件、公證、歸檔、記錄、許可、許可、授權和類似稅， 費用、關稅、徵稅、海關、關稅、評估、義務和收費（不包括全部或部分由 淨收入）因本協議設想的交易而產生或與之相關的交易。

“交易記錄” 指本協議設想在截止日截止時或之前發生的交易。

“財務處 條例“指財政部根據本準則頒佈的法規。

“信任 協議“意味着SPAC與SPAC之間的某些投資管理信託協議

大陸 股票轉讓信託公司（「受託人」），日期爲2024年2月20日。

“用戶 協議“指公司（或公司子公司）作爲一方的每項構成最終用戶協議的合同， 管轄（或旨在管轄）公司（或公司）的使用條款、服務條款或最終用戶許可協議 子公司）第三方最終用戶訪問和使用任何公司產品。

部分 1.02 釋義.

（a） 如本協議中所使用，以下術語的引用具有所示含義：

（i） 序言或背誦、章節、文章、附件或附表是序言或背誦、章節或文章， 或本協議的附件或附表，除非另有明確相反說明;

（ii） 任何合同（包括本協議）或治理文件或「組織文件」均指合同或治理 根據本協議條款不時修訂、修改、補充或替換的文件或組織文件 及其;

（三） 任何法律是指不時修訂、修改、補充或替代的法律以及頒佈的所有規則和法規 根據該規定，以及任何法律的任何部分，包括該部分的任何繼承者;

（iv） 任何政府當局包括政府當局的任何繼任者，任何附屬機構包括 附屬機構;

（v） 任何合同或其他文件或文書的任何「副本」均爲真實且完整的副本;

（六） 至「此處」、「此處」、「以下」、「此處」、「此處」和類似詞語 除非另有明確規定，否則進口指的是整個本協議，而不是本協議的任何特定條款、部分或條款 表明相反;

（七） 至「本協議日期」、「本協議日期」和類似含義的詞語是指2024年10月22日;和

（八） 「本協議」包括本協議的附件和附表（包括公司披露附表），但 如果上下文另有要求。

（b） 每當本協議中使用「包括」、「包括」或「包括」詞語時，它們將被 被視爲後面帶有「無限制」字樣。「或」一詞不一定是分離性的。任何單數 本協議中的術語將被視爲包括複數，任何複數術語均爲單數。所有代詞和代詞變體 將被視爲指女性、男性或中性、單數或複數，具體取決於所提及的人的身份可能需要。 當本文定義一個詞或短語時，其其他語法形式應具有相應的含義。

（c） 每當行使本協議項下任何權利或履行任何義務的最後一天是企業以外的一天時 該日，擁有該權利或義務的一方應在下一個工作日之前行使該權利或履行該義務。除非 否則，「日」一詞應解釋爲日曆日。關於任何時期的任何確定 除非本文另有規定，否則「從」一詞是指「從幷包括」和「到」一詞 意思是「但排除」。

（d） 本協議中包含的目錄和標題僅供參考，不會以任何方式影響其含義 或本協議的解釋。

（e） 此處所稱的「一方」是指SPAC、公司、Pubco、合併子公司1、合併子公司2或股東代表 此處所提及的「各方」是指SPAC、公司、Pubco、合併子公司1、合併子公司2和股東 代表（除非上下文另有要求）以及通過附錄加入本協議的任何其他各方。

（f） 提及的「美元」或「$」是指美元，除非另有明確相反指示。

（g） 雙方共同參與了本協議的談判和起草;因此，如果出現歧義或疑問， 如果出現意圖或解釋，本協議應解釋爲雙方共同起草的，沒有任何推定或負擔 因本協議任何條款的作者身份而產生有利於或不利於任何一方的證據。

（h） 任何一方或代表任何一方編制的本協議摘要均不得影響本協議的含義或解釋。

（i） 本協議的附件和附表（包括公司披露附表）中使用的所有大寫術語均未定義 除非附件和附表中另有規定，否則應具有本協議中賦予此類術語的含義。

文章 第二部分：

SPAC 合併

部分 2.01 SPAC合併.在截止日期（定義見第3.02條）和SPAC合併生效時間，並受此約束 本協議的條款和條件以及與SPAC合併相關的開曼群島合併計劃（“以下簡稱“第一計劃 合併”），並根據開曼群島公司法的適用條款，合併子公司1應與和 加入SPAC後，合併Sub 1的獨立法人存在將停止，SPAC將繼續作爲倖存公司（定義如下 根據開曼公司法），SPAC合併爲Pubco的全資子公司。SPAC作爲SPAC合併中倖存的公司 以下有時稱爲“SPAC合併生存公司”.

部分 2.02 SPAC合併有效時間. SPAC、合併Sub 1和Pubco應執行第一份合併計劃，雙方 應通過提交第一份合併計劃以及生效所需的其他文件來完成SPAC合併 SPAC與開曼群島公司註冊處（“以下簡稱“開曼群島註冊員”）根據 開曼群島公司法的相關條款。SPAC合併的有效時間應爲第一合併計劃的時間 由開曼群島註冊處註冊，或第一份合併計劃中指定或根據該計劃的其他時間根據 與《開曼公司法》，即“SPAC合併有效時間.”

部分 2.03 SPAC合併的影響.在SPAC合併生效時間，SPAC合併的效果應符合本協議的規定， 第一次合併計劃和《開曼公司法》的適用條款。在不限制上述內容的一般性的情況下， 並在此前提下，在SPAC合併生效時間，所有財產、權利、特權、協議、權力和特許經營權、債務， SPAC和合並Sub 1在SPAC合併生效時間之前的責任、職責和義務應成爲財產、權利、 SPAC合併倖存公司的特權、協議、權力和特許經營權、債務、負債、職責和義務，其中 應包括SPAC Merger Surviving Corporation承擔的任何及所有協議、契約、職責和義務 本協議中規定的SPAC將在交易結束後履行。

部分 2.04 SPAC併購倖存公司的組織備忘錄和章程.在SPAC合併生效時間，備忘錄 SPAC併購倖存公司的章程應採用公司與SPAC商定的形式， 直至此後根據其中規定和開曼公司法進行修訂。

部分 2.05 SPAC合併生存公司董事會.截至SPAC合併生效時間，薛興偉將擔任 SPAC Merger Surviving Corporation的唯一董事。

部分 2.06 SPAC合併對合並Sub 1股票的影響.在SPAC合併有效時間，由於SPAC合併和不合並 本協議任何一方或合併子公司1證券持有人的任何行動、合併子公司1發行的每股股份和 SPAC合併有效時間之前未發行的應自動轉換爲一股面值普通股 SPAC Merger Surviving Corporation的0.0001美元（以及SPAC Merger Surviving Corporation的股份，其中 如此轉換的合併子公司1將是SPAC合併倖存公司唯一立即發行和發行的股份 SPAC合併有效時間後）。SPAC Merger Surviving Corporation的成員名冊應相應更新。

Section 2.07 Effect of the SPAC Merger on SPAC Securities.

(a) Unit Separation. Immediately prior to the SPAC Merger Effective Time, each SPAC Unit that is outstanding immediately prior to the SPAC Merger Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one SPAC Ordinary Share and one SPAC Right in accordance with the terms of the applicable SPAC Unit (“Unit Separation”), which underlying securities of SPAC shall be adjusted in accordance with the applicable terms of Section 2.07(b) and Section 2.07(c)(i), as applicable. Immediately following the Unit Separation, all SPAC Units shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. The holders of issued SPAC Units immediately prior to the Unit Separation shall cease to have any rights with respect to such SPAC Units, except as provided herein or by Law.

(b) Conversion of SPAC Rights. Immediately prior to the SPAC Merger Effective Time and immediately following the Unit Separation, in accordance with the terms of the applicable SPAC Rights, for such purposes treating it as if such Business Combination had occurred immediately prior to the SPAC Merger Effective Time, and without any action on the part of any holder of a SPAC Right, every seven (7) SPAC Rights (which, for the avoidance of doubt, includes the SPAC Rights held as a result of the Unit Separation) that were issued and outstanding immediately prior to the SPAC Merger Effective Time (i) shall automatically be converted to, and the holder of such SPAC Rights shall be entitled to receive, one share of SPAC Ordinary Share; and (ii) shall no longer be outstanding and shall automatically be canceled by the terms thereof and each former holder of SPAC Right shall cease thereafter to have any other rights in and to such SPAC Rights, except as provided herein or by Law.

(c) Conversion of SPAC Ordinary Shares.

(i) At the SPAC Merger Effective Time and immediately following the Unit Separation and the conversion of the SPAC Rights pursuant to Section 2.07(b), by virtue of the SPAC Merger and without any action on the part of any party hereto or the holders of securities of the SPAC, each issued and outstanding SPAC Ordinary Share (including each SPAC Ordinary Share converted from SPAC Rights pursuant to Section 2.07(b) above and each SPAC Ordinary Share held as a result of the Unit Separation, other than the SPAC Excluded Shares, SPAC Redeeming Shares and the SPAC Dissenting Shares (each as defined below)) shall be converted automatically into one Pubco Ordinary Share. At the SPAC Merger Effective Time, all SPAC Ordinary Shares shall automatically be canceled and retired and shall cease to exist. The holders of issued SPAC Ordinary Shares immediately prior to the SPAC Merger Effective Time, as evidenced by the register of members of SPAC (the “Stockholder Register”), shall cease to have any rights with respect to such SPAC Ordinary Shares, except as provided herein or by Law. Each share certificate (if any) previously evidencing the SPAC Ordinary Shares shall be exchanged for a share certificate representing the same number of Pubco Ordinary Shares upon the surrender of such share certificate in accordance with Section 2.07.

(ii) Each holder of SPAC Ordinary Shares listed on the Stockholder Register immediately prior to the SPAC Merger Effective Time shall thereafter have the right to receive the same number of Pubco Ordinary Shares only.

(d) Cancellation of SPAC Ordinary Shares Owned by SPAC. At the SPAC Merger Effective Time, if there are any SPAC Ordinary Shares that are owned by SPAC as treasury shares or any SPAC Ordinary Shares owned by any direct or indirect wholly owned subsidiary of SPAC immediately prior to the SPAC Merger Effective Time, such shares (the “SPAC Excluded Shares”) shall be canceled and extinguished without any conversion thereof or payment therefor by virtue of the SPAC Merger.

(e) No Liability. Notwithstanding anything to the contrary in this Section 2.07, none of the Pubco, SPAC, Merger Sub 1 or any Party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

(f) SPAC Redeeming Shares.  At the SPAC Merger Effective Time, by virtue of the SPAC Merger, each SPAC Redeeming Share issued and outstanding immediately prior to the SPAC Merger Effective Time shall be automatically canceled and cease to exist and shall thereafter represent only the right of the holder thereof to be paid a pro rata share of the SPAC Shareholder Redemption Amount in accordance with the Governing Documents of the SPAC in effect immediately prior to the SPAC Merger Effective Time.

(g) SPAC Dissenters Rights. Notwithstanding any provision of this Agreement to the contrary, including Section 2.07(c), SPAC Ordinary Shares issued and outstanding immediately prior to the SPAC Merger Effective Time (other than the SPAC Excluded Shares and SPAC Redeeming Shares) and held by a SPAC Shareholder (each a “SPAC Dissenting Shareholder”) who has validly exercised and not effectively withdrawn or otherwise lost their rights to dissent from the SPAC Merger in accordance with Section 238 of the Cayman Companies Act (such shares being referred to collectively as the “SPAC Dissenting Shares” until such time as such SPAC Dissenting Shareholder fails to perfect or otherwise loses such SPAC Dissenting Shareholder’s dissenter’s rights under Section 238 of the Cayman Companies Act with respect to such shares) shall not be converted into a right to receive Pubco Ordinary Shares, but instead such SPAC Dissenting Shares shall be automatically canceled and cease to exist by virtue of the SPAC Merger and shall thereafter represent only the right of the holder thereof to be paid the fair value of such SPAC Dissenting Shares and such other rights as are granted by the Cayman Companies Act; provided, however, that if, after the SPAC Merger Effective Time, such SPAC Dissenting Shareholder fails to perfect or prosecute or otherwise waives, effectively withdraws or loses such SPAC Shareholder’s dissenter’s right pursuant to the Cayman Companies Act or if a court of competent jurisdiction shall determine that such SPAC Dissenting Shareholder is not entitled to the relief provided by the Cayman Companies Act, such shares shall be treated as if they had been converted as of the SPAC Merger Effective Time into the right to receive the allocable portion of the Pubco Ordinary Shares, if any, to which such SPAC Dissenting Shareholder is entitled pursuant to Section 2.07(c), without interest thereon. SPAC shall provide Company prompt written notice of any notices of objection or demands for appraisal of SPAC Ordinary Shares received by SPAC, any withdrawal of any such demand and any other demand, notice or instrument delivered to SPAC prior to the SPAC Merger Effective Time pursuant to the applicable Laws that relates to such demand, and Company shall be consulted with respect to all material negotiations and proceedings with respect to such demand (and promptly notified of all other negotiations and proceedings with respect to such demand). After the Closing, Pubco shall have the right to direct all negotiations and proceedings with respect to any such demands but shall meaningfully consult with the SPAC and the Shareholders’ Representative with respect thereto. Prior to the Closing, except with the prior written consent of the Company, SPAC shall not make any payment with respect to, or settle or offer to settle, any such demands.

Section 2.08 Surrender of SPAC Ordinary Shares. All securities issued upon the surrender of the SPAC Ordinary Shares in accordance with the terms hereof, shall be deemed to have been issued in full satisfaction of all rights pertaining to such securities, provided that any restrictions on the sale and transfer of the SPAC Ordinary Shares shall also apply to the Pubco Ordinary Shares so issued in exchange therefor.

Section 2.09 Cancellation of Pubco Ordinary Shares Owned by the Shareholders’ Representative. At the SPAC Merger Effective Time, every issued and outstanding share(s) of Pubco owned by the Shareholders’ Representative, being the only issued and outstanding share(s) in Pubco immediately prior to the SPAC Merger Effective Time, shall be canceled without any conversion thereof or payment therefor.

Section 2.10 Lost, Stolen or Destroyed Certificates. In the event any certificates shall have been lost, stolen or destroyed, Pubco shall issue in exchange for such lost, stolen or destroyed certificates or securities, as the case may be, upon the making of an affidavit of that fact by the holder thereof, such securities, as may be required pursuant to Section 2.07; provided, however, that Pubco may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Pubco with respect to the certificates alleged to have been lost, stolen or destroyed.

Section 2.11 No Issuance of Fractional Shares. No certificates or scrip representing fractional Pubco Ordinary Shares will be issued pursuant to the SPAC Merger, the conversion of SPAC Rights and any provisions of Article II, and instead any such fractional share that would otherwise be issued will be rounded down to the nearest whole share.

Section 2.12 Taking of Necessary Action; Further Action. If, at any time after the SPAC Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the SPAC Merger Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of SPAC and Merger Sub 1, the officers and directors of SPAC and of each of the applicable Company Parties 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

ACQUISITION MERGER¹

Section 3.01 Acquisition Merger. On the Closing Date immediately following the SPAC Merger and at the Effective Time, and subject to and upon the terms and conditions of this Agreement and the Cayman plan of merger in relation to the Acquisition Merger (the “Second Plan of Merger”), and in accordance with the applicable provisions of the Cayman Companies Act, Merger Sub 2 shall be merged with and into the Company, the separate corporate existence of Merger Sub 2 shall cease and the Company shall continue as the surviving company (as defined in the Cayman Companies Act) of the Acquisition Merger as a wholly-owned Subsidiary of Pubco. The Company as the surviving company of the Acquisition Merger is hereinafter sometimes referred to as the “Surviving Corporation”.

Section 3.02 Closing; Effective Time. Unless this Agreement is earlier terminated in accordance with ARTICLE XII, the closing of the Acquisition Merger (the “Closing”) shall take place at the offices of Sichenzia Ross Ference Carmel LLP on a date no later than three (3) Business Days after the satisfaction or waiver of all of the conditions set forth in ARTICLE IX that are required to be satisfied prior to the Closing Date, or at such other place and time as the Company and the SPAC Parties may mutually agree upon. The parties may participate in the Closing via electronic means. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date”. At the Closing, the Company, Merger Sub 2 and Pubco shall execute the Second Plan of Merger, and the parties hereto shall cause the Acquisition Merger to be consummated by filing the Second Plan of Merger together with the other documents as required to effect the Acquisition Merger with the Cayman Islands Registrar in accordance with the provisions of the Cayman Companies Act immediately after the consummation of the SPAC Merger. The Acquisition Merger shall become effective at the time when the Second Plan of Merger is registered by the Cayman Islands Registrar, or such other time as specified in or pursuant to the Second Plan of Merger in accordance with the Cayman Companies Act (the “Effective Time”).

Section 3.03 Board of Directors of Surviving Corporation and Pubco. As of the Effective Time, Xingwei Xue shall be the sole director of the Surviving Corporation. Immediately after the Closing, the Persons identified as the initial post-Closing directors and officers of Pubco in accordance with the provisions of Section 7.23 shall be the directors and officers of Pubco, each to hold office in accordance with the Pubco A&R Articles.

Section 3.04 Effect of the Acquisition Merger. At the Effective Time, the effect of the Acquisition Merger shall be as provided in this Agreement, the Second Plan of Merger and the applicable provisions of the Cayman Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of the Company and Merger Sub 2 shall become the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of the Surviving Corporation, which shall include the assumption by the Surviving Corporation of any and all agreements, covenants, duties and obligations of Merger Sub 2 set forth in this Agreement to be performed after the Effective Time.

Section 3.05 Memorandum and Articles of Association of the Surviving Corporation. At the Effective Time, the memorandum and articles of association of the Surviving Corporation shall be in the form to be agreed between the Company and SPAC, until thereafter amended as provided therein and under the Cayman Companies Act.

Section 3.06 Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and interest in, to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of Merger Sub 2 and the Company, the officers and directors of Pubco, Merger Sub 2 and 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.

¹ Note to SPAC/Target PRC Counsel: Please confirm no PRC withholding applies.

Section 3.07 Transfers of Ownership. If any certificate for Pubco Ordinary Shares is to be issued in a name other than that in which the Company Ordinary Share certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the certificate so surrendered will be properly accompanied by an appropriate instrument of transfer and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Pubco or any agent designated by it any transfer or other Taxes required by reason of the issuance of a certificate for securities of Pubco in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Pubco or any agent designated by it that such Tax has been paid or is not payable.

Section 3.08. Memorandum and Articles of Association of Pubco. On the Closing Date, immediately prior to the SPAC Merger Effective Time the Pubco A&R Articles shall be adopted and become effective.

ARTICLE IV

CONSIDERATION

Section 4.01 Conversion of Shares.

(a) Conversion of Company Ordinary Shares.

(i) [Reserved]

(ii) At the Effective Time, by virtue of the Acquisition Merger and without any action on the part of Pubco (or any Pubco Subsidiary), the Company (or any Company Subsidiaries), SPAC or the Company Shareholders, each Company Ordinary Share issued and outstanding immediately prior to the Effective Time (other than the Company Excluded Shares and the Company Dissenting Shares, each as defined below, and subject to the provisions for the Escrow Shares pursuant to Section 4.01(j) below) ) shall automatically be cancelled and cease to exist, in exchange for the right of each Company Shareholder to receive their Pro Rata Portion of the Closing Date Share Merger Consideration, subject to rounding pursuant to Section 4.02(a). As of the Effective Time, each Company Shareholder shall cease to have any other rights in and to the securities of the Company or the Surviving Corporation, except as expressly provided herein. For the avoidance of any doubt, each Company Shareholder will cease to have any rights with respect to its Company Ordinary Shares, except the right to receive its Pro Rata Portion of the Closing Date Share Merger Consideration.

(b) Shares of Merger Sub 2. At the Effective Time, by virtue of the Acquisition Merger and without any action on the part of any party hereto or the holders of securities of Merger Sub 2, each share of Merger Sub 2 that is issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one ordinary share of par value US$1.00 of the Surviving Corporation (and such share of the Surviving Corporation into which the issued and outstanding share of Merger Sub 2 is so converted shall be the only share of the Surviving Corporation that is issued and outstanding immediately after the Effective Time). The register of members of the Surviving Corporation shall be updated accordingly.

(c) Treatment of Certain Company Shares. At the Effective Time, all Company Ordinary Share that are owned by the Company (as treasury shares or otherwise) or any of its direct or indirect Subsidiaries as of immediately prior to the Effective Time (collectively, the “Company Excluded Shares”) shall be automatically canceled and extinguished without any conversion or consideration delivered in exchange thereof by virtue of the Acquisition Merger.

(d) Closing Statement. No earlier than five (5) Business Days and no later than three (3) Business Days prior to the Closing Date, the Company shall deliver to SPAC a statement (the “Closing Statement”) in a form reasonably acceptable to SPAC, which statement shall be certified as complete and correct by Company’s most senior financial officer in his or her capacity as such and which shall accurately set forth, as of the Closing: (i) the names of each holder of Company Ordinary Shares; (ii) the number of Company Ordinary Shares held by each such holder as of immediately prior to the Closing; (iii) the amount of the Closing Date Merger Consideration, (iv) the amount of the Closing Date Share Merger Consideration; (v) a good faith estimate of the amount of all debt of the Company as of the date of the Closing Statement (the “Closing Company Debt”); and (vi) a good faith estimate of the amount of cash and cash equivalents (including restricted cash and marketable securities) of the Company as of the date of the Closing Statement (the “Closing Company Cash”). The Closing Statement shall include reasonably detailed schedules and supporting documentation indicating a calculation of the Closing Company Debt, and the Closing Company Cash. The Company shall consider in good faith any written comments provided by SPAC to the Company with respect to the Closing Statement at least two (2) Business Days prior to the Closing Date.

(e) No Liability. Notwithstanding anything to the contrary in this ARTICLE IV, none of the Company, SPAC, Merger Sub 2, the Shareholders’ Representative or the Surviving Company shall be liable to any Person for any amount properly paid in good faith to a public official pursuant to any abandoned property, escheat or similar Law.

(f) Surrender of Certificates. All securities issued upon the surrender of Company Ordinary Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such securities, provided that any restrictions on the sale and transfer of such Company Ordinary Shares shall also apply to the Pubco Ordinary Shares so issued in exchange therefor.

(g) Lost, Stolen or Destroyed Certificates. In the event any certificates for any Company Ordinary Share shall have been lost, stolen or destroyed, Pubco shall cause to be issued in exchange for such lost, stolen or destroyed certificates and for each such share, upon the making of an affidavit of that fact by the holder thereof; provided, however, that Pubco may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Pubco with respect to the certificates alleged to have been lost, stolen or destroyed.

(h) Adjustments in Certain Circumstances. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, the outstanding Company Ordinary Shares or SPAC Ordinary Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the number of Company Ordinary Shares or SPAC Ordinary Shares, as applicable, will be appropriately adjusted to provide to the SPAC Shareholder and the Company Shareholders the same economic effect as contemplated by this Agreement prior to such event.

(i) No Further Ownership Rights in Shares. The Closing Date Share Merger Consideration issued or issuable in respect of Company Ordinary Shares in accordance with the terms hereof shall be deemed to have been issued or issuable in full satisfaction of all rights pertaining to such Company Ordinary Shares, and from and after the Effective Time, no holder of Company Ordinary Shares shall have any ownership right in the Company.

(j) Escrow Shares. Notwithstanding anything to the contrary in the other provisions of this Section 4.01, Pubco shall withhold from the Closing Date Share Merger Consideration otherwise issuable to the Escrow Participants pursuant to Section 3.1 such number of Escrow Shares as determined by the definition of Escrow Shares therein.

Section 4.02 Issuance of Merger Consideration.

(a) No Issuance of Fractional Shares. No certificates or scrip representing fractional Pubco Ordinary Shares will be issued pursuant to the Acquisition Merger, and instead any such fractional share that would otherwise be issued will be rounded down to the nearest whole share.

Section 4.03 Letters of Transmittal.

(a) Concurrently with the Company’s delivery of the Shareholder Notice pursuant to Section 7.10(b), the Company shall deliver to each Company Shareholder a Letter of Transmittal in the form to be agreed between SPAC and the Company (a “Letter of Transmittal”).

(b) If a Company Shareholder did not receive its allocable portion of the Closing Date Share Merger Consideration at the Closing pursuant to Section 4.01(a)(ii) because it did not deliver its Letter of Transmittal to Pubco or Company prior to the Closing, Pubco shall deliver or cause to be delivered the same to such Company Shareholder within five (5) Business Days following Pubco’s receipt of its Letter of Transmittal, such delivery to be made in the same manner as if being made pursuant to Section 4.01(a)(ii). Until a Company Shareholder has delivered its Letter of Transmittal to Pubco or Company, its Company Ordinary Shares (other than Company Excluded Shares and Company Dissenting Shares) shall be deemed from and after the Effective Time, for all purposes, to evidence the right to receive its allocable portion of the Closing Date Share Merger Consideration at the Closing pursuant to Section 4.01(a)(ii). No interest shall be paid or shall accrue upon any Pubco Ordinary Shares due to any Company Shareholder.

(c) If any portion of the Closing Date Share Merger Consideration is to be issued to a Person other than the Person in whose name the applicable Company Ordinary Shares are registered, it shall be a condition to such issuance that (i) Pubco be provided with reasonable evidence of the transfer of such Company Ordinary Shares to such Person, and (ii) the Person requesting such payment shall pay to Pubco any transfer or other Tax required as a result of such issuance to a Person other than the registered holder of such Company Ordinary Shares or establish to the reasonable satisfaction of Pubco that such Tax has been paid or is not payable.

Section 4.04 Withholding. Pubco, SPAC, the Company and any other applicable withholding agent shall be entitled to deduct and withhold from any amounts payable pursuant to this Agreement, any amounts required to be deducted and withheld under the Code, or any provision of any federal, state, local or foreign Tax Law. Pubco, SPAC and the Company shall use commercially reasonable efforts to (a) give, or cause the applicable withholding agent to give, advance written notice to the Shareholders’ Representative and the SPAC Shareholders of the intention to make any such deduction or withholding (except in the case of any withholding required as a result of a failure to deliver the certificate described in Section 4.03(b), any withholding required as a result of a failure to deliver an applicable Internal Revenue Service Form W-8 or Internal Revenue Service Form W-9 that has been requested by Pubco, SPAC, the Company or any applicable withholding agent, or any withholding on compensatory payments made in connection with this Agreement) which notice shall include the basis for the proposed deduction or withholding, and (b) provide the relevant Company Shareholders and the SPAC Shareholders with a reasonable opportunity to provide forms or other evidence that would exempt such amounts from such deduction or withholding under applicable Law. Any amounts so withheld shall be timely and properly paid over to the appropriate Tax Authority by Pubco, SPAC, the Company or the applicable withholding agent. To the extent that 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 whom such deduction and withholding was made.

Section 4.05 Company Dissenters Rights. Notwithstanding any provision of this Agreement to the contrary, including Section 4.01(a), Company Ordinary Shares issued and outstanding immediately prior to the Effective Time (other than the Company Excluded Shares) and held by a Company Shareholder (each a “Company Dissenting Shareholder”) who has validly exercised and not effectively withdrawn or otherwise lost their rights to dissent from the Acquisition Merger in accordance with Section 238 of the Cayman Companies Act (such shares being referred to collectively as the “Company Dissenting Shares” until such time as such Company Dissenting Shareholder fails to perfect or otherwise loses such Company Dissenting Shareholder’s dissenter’s rights under Section 238 of the Cayman Companies Act with respect to such shares) shall not be converted into a right to receive a portion of the Closing Date Share Merger Consideration, but instead such Company Dissenting Shares shall be automatically canceled and cease to exist by virtue of the Acquisition Merger and shall thereafter represent only the right of the holder thereof to be paid the fair value of such Company Dissenting Shares and such other rights as are granted by the Cayman Companies Act (but, for avoidance of doubt, Company Dissenting Shares shall be included as applicable in the calculation of Pro Rata Portion); provided, however, that if, after the Effective Time, such Company Dissenting Shareholder fails to perfect or prosecute or otherwise waives, effectively withdraws or loses such Company Shareholder’s dissenter’s right pursuant to the Cayman Companies Act or if a court of competent jurisdiction shall determine that such Company Dissenting Shareholder is not entitled to the relief provided by the Cayman Companies Act, such shares shall be treated as if they had been converted as of the Effective Time into the right to receive the allocable portion of the Closing Date Share Merger Consideration, if any, to which such Company Dissenting Shareholder is entitled pursuant to Section 4.01(a), without interest thereon. Company shall provide SPAC prompt written notice of any notices of objection or demands for appraisal of Company Ordinary Shares received by the Company, any withdrawal of any such demand and any other demand, notice or instrument delivered to Company prior to the Effective Time pursuant to the applicable Laws that relates to such demand, and SPAC shall be consulted with respect to all material negotiations and proceedings with respect to such demand (and promptly notified of all other negotiations and proceedings with respect to such demand). After the Closing, Pubco shall have the right to direct all negotiations and proceedings with respect to any such demands but shall meaningfully consult with the Company and the Shareholders’ Representative with respect thereto. Prior to the Closing, except with the prior written consent of SPAC, Company shall not make any payment with respect to, or settle or offer to settle, any such demands.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE COMPANY, PUBCO, MERGER SUB 1 AND MERGER SUB 2²

Except as set forth in the corresponding section of the Company Disclosure Schedule or in any other section of the Company Disclosure Schedule if the application of the disclosure to such other section is reasonably apparent on the face of such disclosure, the Company, Pubco, Merger Sub 1 and Merger Sub 2, jointly and severally, hereby represent and warrant to the SPAC Parties, as of the date hereof (to the extent applicable) and as of the Closing Date, as follows:

Section 5.01 Corporate Organization.

(a) Each of the Company, Pubco, Merger Sub 1 and Merger Sub 2 is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being or currently planned to be conducted. The Governing Documents of each of the Company, Pubco, Merger Sub 1 and Merger Sub 2 previously made available by the respective Company Party are true, correct and complete and are in effect as of the date of this Agreement.

(b) Each of the Company, Pubco, Merger Sub 1 and Merger Sub 2 is licensed or duly qualified and in good standing as a foreign or extra-provincial company (or other entity, if applicable) in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, except where the failure to be so licensed or qualified has not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.02 Subsidiaries. A complete list of each Company Subsidiary and its jurisdiction of incorporation, formation or organization, outstanding equity securities, and holders of equity securities (including respective numbers and percentages), as applicable, is set forth on Company Disclosure Schedule Section 5.02 and a complete list of each Pubco Subsidiary and its jurisdiction of incorporation, formation or organization, outstanding equity securities, and holders of equity securities (including respective numbers and percentages), as applicable, will be set forth on Company Disclosure Schedule Section 5.02 by addendum prior to the Closing Date. The Company Subsidiaries and the Pubco Subsidiaries (as of the Closing Date) have been duly formed or organized and are validly existing and in good standing under the Laws of their jurisdictions 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 and as they are proposed to be conducted. Each Company Subsidiary and each Pubco Subsidiary (as of the Closing Date) is duly licensed or qualified and in good standing as a corporation or extra-provincial company (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 has not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Governing Documents of each Company Subsidiary and each Pubco Subsidiary previously made available by the Company are true, correct and complete and are in effect as of the date of this Agreement and as of the Closing Date, as applicable.

² NTD: All disclosure carve-out is subject to further review of the disclosure schedules. 

Section 5.03 Due Authorization. Each Company Party that is a party to this Agreement has all requisite company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party and (subject to the consents, approvals, authorization and other requirements described in Section 5.05 and obtaining the Requisite Company Shareholder Approval and shareholder approval by each of the Pubco, Merger Sub 1 and Merger Sub 2) to perform its obligations hereunder and thereunder and to consummate the Transactions contemplated hereby and thereby. Subject to the consents, approvals, authorizations and other requirements described in Section 5.05 and obtaining the Requisite Company Shareholder Approval and shareholder approval by each of the Pubco, Merger Sub 1 and Merger Sub 2, the execution, delivery and performance of this Agreement and such Ancillary Agreements and the consummation of the Transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Company Board (or the applicable governance body of the applicable Company Party that is a party hereto or thereto), no other company proceeding on the part of the Company (or such other Company Party that is a party hereto or thereto) is necessary to authorize this Agreement or such Ancillary Agreements or the performance by the Company (or by such other Company Party that is a party hereto or thereto) hereunder or thereunder. This Agreement and each such Ancillary Agreement have been duly and validly executed and delivered by each Company Party that is a party hereto or thereto, and, assuming due authorization and execution by each other party hereto and thereto, constitutes, or will constitute, as applicable, a legal, valid and binding obligation of the Company (or such other Company Party), enforceable against the Company (or such other Company Party) in accordance with its terms, subject to the Enforceability Exceptions. The Requisite Company Shareholder Approval and shareholder approval by each of the Pubco, Merger Sub 1 and Merger Sub 2, are the only votes or approval of the holders of any class or series of shares of the Company or of any other Company Party required to approve and adopt this Agreement and approve the Transactions.

Section 5.04 No Conflict. Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 5.05 and obtaining the Requisite Company Shareholder Approval and shareholder approval by each of the Pubco, Merger Sub 1 and Merger Sub 2 or as set forth on Company Disclosure Schedule Section 5.05, the execution, delivery and performance of this Agreement and each Ancillary Agreement to this Agreement to which it is a party by the Company and by each other Company Party, and the consummation of the Transactions by the Company or such other Company Party, do not and will not (a) conflict with or violate any provision of, or result in the breach of, the Governing Documents of any Company Party (or any Subsidiary thereof), (b) conflict with or result in any violation of any provision of any Law, Permit or Governmental Order applicable to any Company Party (or any Subsidiary thereof), or any of their respective properties or assets, (c) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any Contract of the type required to be disclosed in Section 5.12(a), or any Leased Real Property document to which any Company Party (or any Subsidiary thereof) is a party or by which any of them or any of their respective assets or properties may be bound or affected or (d) result in the creation of any Lien upon any of the properties, equity interests or assets of any Company Party (or any Subsidiary thereof).

Section 5.05 Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of SPAC contained in this Agreement, no consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of any Company Party (or any Subsidiary thereof) with respect to the execution, delivery or performance of this Agreement by any applicable Company Party, or the consummation of the Transactions by any applicable Company Party, except for (a) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) any filings as may be required by the CSRC in relation to the overseas listing of securities offered by PRC enterprises, (c) the filing with the SEC and declaration of effectiveness of the Registration Statement in which the Pubco Ordinary Shares to be issued to the SPAC Shareholders and the Closing Date Share Merger Consideration are registered, (d) the filings of the First Plan of Merger and related documentation with the Cayman Islands Registrar in accordance with the Cayman Companies Act, (e) the filings of the Second Plan of Merger and related documentation with the Cayman Islands Registrar in accordance with the Cayman Companies Act, and (f) as otherwise disclosed on Company Disclosure Schedule Section 5.05.

Section 5.06 Capitalization.

(a) The authorized share capital of the Company as at the date of this Agreement consists of US$50,000 divided into 50,000 Company Ordinary Shares. The issued and outstanding share capital of the Company as at the date of this Agreement consists of 13,727 Company Ordinary Shares. The authorized share capital of Pubco consists of US$50,000 divided into 500,000,000 Pubco Ordinary Shares, of which 1 Pubco Ordinary Share is issued and outstanding as of the date of this Agreement, which is validly issued, fully paid and nonassessable. Company Disclosure Schedule Section 5.06(a) contains a list of all of the holders of the Pubco Ordinary Shares as of the date of this Agreement, the number of Pubco Ordinary Shares as of the date of this Agreement owned by each shareholder, and each shareholder’s residence address.

(b) All of the issued and outstanding Company Ordinary Shares and Company Convertible Securities (i) have been duly authorized and validly issued and allotted and are fully paid, (ii) were issued in compliance in all material respects with applicable Law, (iii) were not issued in breach or violation of any preemptive rights or Contract, and (iv) except as set forth on Company Disclosure Schedule Section 5.06(b), are fully vested. Set forth on Company Disclosure Schedule Section 5.06(b) is a true, correct and complete list of each holder of Company Ordinary Shares and Company Convertible Securities having an interest in more than 5% of the equity interest of the Company. Except as set forth in Section 5.06(a), there are no other Company Ordinary Shares, Company Convertible Securities or other equity interests of the Company authorized, reserved, issued or outstanding.

(c) The capitalization of each Company Subsidiary is set forth on Company Disclosure Schedule Section 5.02. The equity of each Company Subsidiary (i) has been duly authorized and validly issued and allotted and is fully paid, (ii) was issued in compliance in all material respects with applicable Law, (iii) was not issued in breach or violation of any preemptive rights or Contract, and (iv) is fully vested. Except as set forth in this Section 5.06(c), there are no other equity interests of any direct or indirect Company Subsidiary authorized, reserved, issued or outstanding.

(d) The authorized share capital of Merger Sub 1 as at the date of this Agreement consists of US$50,000 divided into 50,000 ordinary shares, par value US$1.00 each (each a “Merger Sub 1 Ordinary Share”). The issued and outstanding share capital of Merger Sub 1 as at the date of this Agreement consists of one (1) Merger Sub 1 Ordinary Share. The authorized share capital of Merger Sub 2 as at the date of this Agreement consists of US$50,000 divided into 50,000 ordinary shares, par value US$1.00 each (each a “Merger Sub 2 Ordinary Share”). The issued and outstanding share capital of Merger Sub 2 as at the date of this Agreement consists of one (1) Merger Sub 2 Ordinary Share. The equity of each Pubco Subsidiary (i) has been duly authorized and validly issued and allotted and is fully paid, (ii) was issued in compliance in all material respects with applicable Law, (iii) was not issued in breach or violation of any preemptive rights or Contract, and (iv) is fully vested. Except as set forth in this Section 5.06(d), there are no other equity interests of any direct or indirect Pubco Subsidiary authorized, reserved, issued or outstanding.

(e) As for the previous transfer in equity of the Company Parties: (i) it is commercially reasonable; (ii) all previous equity transfer payments have been paid to relevant parties in accordance with the relevant contracts; (iii) changes in equity has completed the necessary procedures of examination and approval, registration and filing, and there are no potential disputes between the relevant parties; and (iv) any Tax risks arising from equity changes affecting shareholders will not have a material adverse impact on the Company Parties, or will be resolved prior to the consummation of the Acquisition Merger.

Section 5.07 Financial Statements.

(a) The audited consolidated financial statements of the Company (including all subsidiaries) as of and for the fiscal years ended September 30, 2022 and 2023 and unaudited consolidated financial statements of the Company (including all subsidiaries) as of and for the six months ended March 31, 2024, all prepared in conformity with U.S. GAAP under the standards of the PCAOB (the “Financial Statements”) will be provided to the SPAC no later than two weeks following the date of this Agreement. The Financial Statements present fairly, in all material respects, the financial position, results of operations, income (loss), changes in equity and cash flows of the Company and of the Company Subsidiaries as of the dates and for the periods indicated in such Financial Statements (except, in the case of the unaudited Financial Statements, for the absence of footnotes and other presentation items and normal year-end adjustments).

(b) Wei, Wei & Co., LLP, who will audit the consolidated financial statements of the Company and the Company Subsidiaries to be provided in the Registration Statement, is an independent registered public accounting firm as required by the Securities Act and registered with, and subject to review by, the PCAOB.

(c) There are no outstanding loans or other extensions of credit made by the Company or any Company Subsidiary to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any Company Subsidiary.

Section 5.08 Undisclosed Liabilities. There is no liability, debt or obligation against the Company or its Subsidiaries that would be required to be set forth or reserved for on a balance sheet of the Company or its Subsidiaries (and the notes thereto) prepared in accordance with GAAP consistently applied and in accordance with past practice, except for liabilities or obligations (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, (c) disclosed in the Company Disclosure Schedules, or (d) arising under or related to this Agreement and/or the performance by the Company of its obligations hereunder.

Section 5.09 Litigation and Proceedings. Except as set forth in Company Disclosure Schedule Section 5.09, there are no pending or, to the knowledge of the Company, threatened, Actions and, to the knowledge of the Company and its Subsidiaries, there are no pending or threatened investigations against any Company Party, or otherwise affecting the assets of any Company Party, including any condemnation or similar proceedings. Neither any Company Party nor any property, asset or business of any Company Party, is subject to any Governmental Order, or, to the knowledge of the Company, any continuing investigation by, any Governmental Authority. There is no unsatisfied judgment or any open injunction binding upon any Company Party.

Section 5.10 Compliance with Laws.

(a) Except with respect to compliance with Environmental Laws (as to which certain representations and warranties are made solely pursuant to Section 5.19) and compliance with Tax Laws (which are being made solely pursuant to Section 5.13 and Section 5.15), and, the Company Parties are, and since their respective inception have been, in compliance in all material respects with all applicable Laws. No Company Party has received any written notice from any Governmental Authority of a violation of any applicable Law by any Company Party at any time since their respective inception.

(b) Since their respective inception, (i) there has been no action taken by any Company Party or, to the knowledge of the Company, any officer, director, manager, employee, agent or representative of any Company Party, in each case, acting on behalf of any Company Party, in violation of any applicable Anti-Corruption Law, (ii) no Company Party has been convicted of violating any Anti-Corruption Laws or subjected to any investigation by a Governmental Authority for violation of any applicable Anti-Corruption Laws, (iii) each Company Party has conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to any noncompliance with any Anti-Corruption Law and (iv) no Company Party has received any written notice or citation from a Governmental Authority for any actual or potential noncompliance with any applicable Anti-Corruption Law.

(c) No Company Party has engaged in any activity, practice or conduct that would constitute a contravention of any of the applicable Anti-Money Laundering Laws. No Company Party is or has been the subject of any investigation, enquiry or enforcement proceedings by any Governmental Authority or other agency regarding any contravention or alleged contravention under any of the Anti-Money Laundering Laws. No Company Party is aware of any investigation, enquiry or proceeding that is pending or, to the knowledge of the Company, threatened, nor any circumstances likely to give rise to any such investigation, enquiry or proceeding. The Company Parties have conducted themselves in material compliance with the Anti-Money Laundering Laws and have instituted and maintain policies, procedures, systems and controls designed to promote and achieve compliance with the Anti-Money Laundering Laws.

(d) Since their respective inception, (i) there has been no action taken by any Company Party, or, to the knowledge of the Company, any officer, director, manager, employee, agent or representative of any Company Party, in each case, acting on behalf of any Company Party, in material violation of any applicable International Trade Laws, (ii) no Company Party has been convicted of violating any International Trade Laws or subjected to any investigation by a Governmental Authority for violation of any applicable International Trade Laws, (iii) no Company Party has conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to any noncompliance with any International Trade Laws and (iv) no Company Party has received any written notice or citation from a Governmental Authority for any actual or potential noncompliance with any applicable International Trade Law.

(e) Except as disclosed in the Company Disclosure Schedule Section 5.10, all SAFE Rules and Regulations have been fully complied with by each Company Party and their respective existing direct and indirect shareholders and beneficial owners, and all requisite consents required under the SAFE Rules and Regulations in relation thereto have been duly and lawfully obtained and are in full force and effect, and there exist no grounds on which any such consent may be cancelled or revoked or any Company Party or its legal representative may be subject to liability or penalties for misrepresentations or failure to disclose material information to the issuing SAFE. Each Person who beneficially owns any equity securities of each Company Party and is required to comply with the SAFE Rules and Regulations has registered with SAFE with respect to their direct or indirect holdings of equity securities in the Company Party in accordance with the SAFE Rules and Regulations. Such Person has not received any oral or written inquiries, notifications, orders or any other forms of correspondence from SAFE with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.

Section 5.11 Intellectual Property.

(a) Company Disclosure Schedule Section 5.11(a) sets forth, as of the date hereof and as of the Closing Date, a true and complete list, including owner, jurisdiction and serial and application numbers, of all Patents, all registered copyrights, all registered trademarks, all domain name registrations and all pending registration applications for any of the foregoing, in each case, that are owned by the Company or any of its Subsidiaries (the “Registered Intellectual Property”), all of which are valid, enforceable and subsisting and are sufficient to operate the business as currently conducted. Except as set forth on Company Disclosure Schedule Section 5.11(a), the Company or one of its Subsidiaries is the sole and exclusive owner of all right, title and interest in and to all Registered Intellectual Property and all other Owned Intellectual Property free and clear of all Liens, other than Permitted Encumbrances.

(b) Except as set forth on Company Disclosure Schedule Section 5.11(b), no Actions are pending or, to the Company’s knowledge, threatened (including unsolicited offers to license Patents) against any Company Party by any third party claiming infringement, misappropriation or other violation of Intellectual Property owned by such third party or by any Company Party or in the conduct of the business of any Company Party. Except as set forth on Company Disclosure Schedule Section 5.11(b) or, no Company Party is a party to any pending Actions claiming infringement, misappropriation or other violation by any third party of any Owned Intellectual Property. Except as set forth on Company Disclosure Schedule Section 5.11(b), within the five (5) years preceding the date of this Agreement, the Company, its Subsidiaries, its products and services and the conduct of the business of the Company and the Company Subsidiaries have not, to the knowledge of the Company, infringed, misappropriated or otherwise violated the Intellectual Property of any third party. To the knowledge of the Company, no third party is infringing, misappropriating or otherwise violating any Owned Intellectual Property. To the knowledge of the Company, the Company or one of its Subsidiaries either own(s), has a valid license to use or otherwise has the lawful right to use, all of the Company IP and IT Systems used in or necessary to conduct its business, except for such Company IP and IT Systems with respect to which the lack of such ownership, license or right to use would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of the foregoing will be materially adversely impacted by (nor will require the payment or grant of additional material amounts or material consideration as a result of) the execution, delivery, or performance of this Agreement or any Ancillary Agreement the consummation of the Transactions.

(c)  The Company and each Company Subsidiary have adequate title to all materials necessary to compile and operate the Company Products as currently compiled and operated by the Company and each Company Subsidiary and have not disclosed, delivered, licensed or otherwise made available (other than to Persons performing obligations for or on behalf of the Company and its Subsidiaries who have executed or otherwise are subject to a valid and enforceable agreements providing for restrictions on use of, and the nondisclosure of, the source code), and the Company and its Subsidiaries do not have a duty or obligation (whether present, contingent or otherwise) to disclose, deliver, license or otherwise make available, any source code included in any material Owned Intellectual Property to any Person (other than to Persons performing obligations for or on behalf of the Company and its Subsidiaries who have executed or otherwise are subject to valid and enforceable Contracts providing for restrictions on use of, and the nondisclosure of, the source code).

(d) The Company and each Company Subsidiary has undertaken commercially reasonable efforts to protect the confidentiality of any Trade Secrets included in the Owned Intellectual Property.

(e) No director, officer or employee of any Company Party has any ownership interest in any of the Owned Intellectual Property. The Company and its Subsidiaries have implemented policies whereby employees and contractors of the Company or any of its Subsidiaries who create or develop any Intellectual Property in the course of their employment or provision of services for the Company or any of its Subsidiaries is required to assign to the Company or any of its Subsidiaries all of such employee’s or contractor’s rights therein, and all such employees and contractors have executed valid written agreements pursuant to which such Persons have assigned (or are obligated to assign) to the Company or one of its Subsidiaries all of such employee’s or contractor’s rights in and to such Intellectual Property that did not vest automatically in the Company or one of its Subsidiaries by operation of law (and, in the case of contractors, to the extent such Intellectual Property was intended to be proprietary to the Company or one of its Subsidiaries).

(f) Except as set forth on Company Disclosure Schedule Section 5.11(e), no government funding and no facilities or other resources of any university, college, other educational institution or research center were used in the development of any Owned Intellectual Property.

(g) The Company Parties have obtained all necessary intellectual property rights for their research and development, production and operation, including but not limited to patents, non-patented technologies, trademarks, and other intellectual property rights. These intellectual property rights are sufficient to protect the Company Parties’ core technology and main business operations, and can ensure the Company Parties’ continued normal operation.

Section 5.12 Contracts; No Defaults.

(a) Company Disclosure Schedule Section 5.12(a) contains a true, correct and complete list of, and the Company has made available to SPAC (including written summaries of oral Contracts) true, correct and complete copies of, all Contracts (other than purchase orders) described in clauses (i) through (xvii) below to which, as of the date of this Agreement, any Company Party is a party or by which their respective assets are bound (together with all material amendments, waivers or other changes thereto) (collectively, the “Material Contracts”);

(i) each employee collective bargaining Contract;

(ii) any Contract pursuant to which any Company Party (A) licenses or is granted rights from a third party under Intellectual Property that is material to the business of the applicable Company Party or (B) licenses or grants to a third party to any rights in or to use Owned Intellectual Property (excluding non-exclusive licenses granted to customers, contractors, suppliers or service providers in the ordinary course of business);

(iii) any Contract which restricts or contains any material limitations on the ability of the applicable Company Party to compete in any line of business or in any geographic territory, in each case excluding customary confidentiality agreements (or clauses) or non-solicitation agreements (or clauses);

(iv) any Contract under which any Company Party has created, incurred, assumed or guaranteed Indebtedness, has the right to draw upon credit that has been extended for Indebtedness, or has granted a Lien on its assets, whether tangible or intangible, to secure any Indebtedness, in each case, in an amount in excess of $100,000;

(v) any Contract that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Company Party, involving consideration in excess of $100,000 of any Person or of any business entity or division or business of any Person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such Person or by any other manner);

(vi) any Contract with outstanding obligations for the sale or purchase of personal property, fixed assets or real estate having a value individually, with respect to all sales or purchases thereunder, in excess of $250,000 in any calendar year;

(vii) any Contract not made in the ordinary course of business and not disclosed pursuant to any other clause under this Section 5.12 and expected to result in revenue or require expenditures in excess of $250,000 in the fiscal year ended September 30, 2024 and the fiscal year ending September 30, 2025;

(viii) any joint venture Contract, partnership agreement, limited liability company agreement or similar Contract that is material to the business of the Company;

(ix) any Contract that involves any exchange traded, over the counter or other swap, cap, floor, collar, futures contract, forward contract, option or other derivative financial instrument or Contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever, whether tangible or intangible, including currencies, interest rates, foreign currency and indices other than those entered into in the ordinary course of business of the Target Companies on behalf of a customers or any ordinary course transactions;

(x) Contracts with Top Customers and Top Suppliers;

(xi) Contracts that obligates the Company Parties to provide continuing indemnification or a guarantee of obligations of a third party after the Effective Time in excess of $100,000;

(xii) any Contract between any (A) Company Party and (B) any directors, officers or employees of a Company Party (other than at will employment, arrangements with employees entered into in the ordinary course of business consistent with past practice), including all non-competition, severance and indemnification agreements, or any Related Person;

(xiii) any Contract that obligates the Company Parties to make any capital commitment or expenditure in excess of $250,000 (including pursuant to any joint venture);

(xiv) any Contract that relates to a settlement of any Action for an amount greater than $100,000 entered into within three (3) years prior to the date of this Agreement or under which any Company Party has outstanding obligations (other than customary confidentiality obligations);

(xv) any Contract that provides another Person (other than another Company Party or any manager, director or officer of any Company Party) with a power of attorney;

(xvi) any Contract that will be required to be filed with the Registration Statement under applicable SEC requirements or would otherwise be required to be filed by the Company as an exhibit for a Form S-1 pursuant to Items 601(b)(1), (2), (4), (9) or (10) of Regulation S-K under the Securities Act as if the Company was the registrant; or

(xvii) any Contract that is otherwise material to any Company Party and not described in clauses (i) through (xvi) above.

(b) Except for any Material Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, (i) such Material Contracts are in full force and effect and represent the legal, valid and binding obligations of the applicable Company Party, to the knowledge of the Company, represent the legal, valid and binding obligations of the other parties thereto, and, are enforceable by the applicable Company Party to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) neither the applicable Company Party or, to the knowledge of the Company, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any Material Contract, (iii) no Company Party has received any written or, to the knowledge of the Company, oral claim or notice of material breach of or material default under any Material Contract, (iv) to the knowledge of the Company, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any Material Contract by any Company Party or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both) and (v) since September 30, 2022 through the date hereof, no Company Party has received written notice from any customer or supplier that is a party to any Material Contract that such party intends to terminate or not renew any Material Contract.

Section 5.13 Company Benefit Plans.

(a) Company Disclosure Schedule Section 5.13(a) sets forth an accurate and complete list of each Company Benefit Plan. “Company Benefit Plan” means any employee benefit plan as mandatorily required under the laws of the PRC, and each equity-based, retirement, profit sharing, bonus, incentive, severance, separation, change in control, retention, deferred compensation, vacation, paid time off, medical, dental, life or disability plan, program, policy or Contract, and each other material employee compensation or benefit plan, program, policy or Contract that is maintained, sponsored or contributed to (or required to be contributed to) by the Company or any Company Subsidiary or pursuant to which the Company or any Company Subsidiary has or may have any material liabilities.

(b) Each Company Benefit Plan and each Contract with any consultant and independent contractor has been administered in compliance with its terms and all applicable Laws in all material respects, and all contributions required to be made under the terms of any Company Benefit Plan and any Contract with any consultant and independent contractor have been timely made or, if not yet due, have been properly reflected in the Company’s financial statements.

(c) With respect to the Company Benefit Plans and Contracts with consultants and independent contractors, no material administrative investigation, audit or other administrative proceeding by any applicable Governmental Authorities is pending or, to the knowledge of the Company, threatened.

(d) Except as set forth in Company Disclosure Schedule Section 5.13(d), the consummation of the Transactions, alone or together with any other event, will not (i) result in a payment or benefit becoming due or payable, to any current or former employee, director, independent contractor or consultant, (ii) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any current or former employee, director, independent contractor or consultant, (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation, (iv) result in the forgiveness in whole or in part of any outstanding loans made by the Company to any current or former employee, director, independent contractor or consultant or (v) limit the ability of the Company to terminate any Company Benefit Plan or Contract with any consultant or independent contractor.

Section 5.14 Labor Matters.³

(a) (i) No Company Party is a party to or bound by any labor agreement, collective bargaining agreement, or any other labor-related agreements or arrangements with any labor union, labor organization or works council and no such agreements or arrangements are currently being negotiated by any Company Party, (ii) no labor union or organization, works council or group of employees of any Company Party has made a written demand for recognition or certification and (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding pending or, to the knowledge of the Company, threatened in writing to be brought or filed with any applicable labor relations authority.

(b) The Company and each of its Subsidiaries (i) is and has been in compliance in all material respects with all applicable Laws regarding employment and employment practices, including, without limitation, all laws respecting terms and conditions of employment, payment of insurance and benefit amounts (whether to employees, regulatory agencies or other third parties), health and safety, employee classification, non-discrimination, wages and hours, immigration, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, pay equity, overtime pay, employee leave issues, the proper classification of employees and independent contractors, the proper classification of exempt and non-exempt employees, and unemployment insurance, (ii) has not been adjudged to have committed any unfair labor practice as defined by any applicable labor relations authority or received written notice of any unfair labor practice complaint against it pending before any applicable labor relations authority, and (iii) has not experienced any actual or, to the knowledge of the Company, threatened arbitrations, grievances, labor disputes, strikes, lockouts, picketing, hand-billing, slowdowns or work stoppages.

³ SPAC/Target Cayman/PRC Counsels to add specific representations, if applicable.

(c) Neither the Company nor any Company Subsidiary is delinquent in payments to any employees or former employees in any material amounts for any services or amounts required to be reimbursed or otherwise paid.

(d) To the knowledge of the Company, no employee of the Company or any Company Subsidiary at the level of managing director or above is in violation of any term of any employment agreement, nondisclosure agreement, non-competition agreement, restrictive covenant or other obligation: (i) to the Company or any Company Subsidiary or (ii) to a former employer of any such employee relating (A) to the right of any such employee to be employed by the Company or any Company Subsidiary or (B) to the knowledge or use of Trade Secrets or proprietary information.

(e) To the knowledge of the Company, all employees of the Company and its Subsidiaries are legally permitted to be employed by the Company in the jurisdiction in which such employees are employed in their current job capacities.

(f) Neither the Company nor any Subsidiary has incurred any material liability or obligation under any similar state or local Law relating to worker adjustment and retraining that remains unsatisfied.

(g) The Company and each Company Subsidiary has complied in all material respects with its obligations under each agreement, statute, modern award, enterprise agreement or other industrial instrument relating to the employees.

(h) Each person who is subject to a contract for services with the Company or any Company Subsidiary can, subject to any legislation relating to, among other things, unlawful termination and unfair dismissal, be lawfully terminated as an employee on six months’ notice or less without payment of any damages or compensation, including severance or redundancy payments.

(i) The Company and its Subsidiaries have kept adequate and suitable records regarding the service of each employee and such records meet the Company’s and each Company Subsidiary’s record keeping obligations under the labor laws of the PRC.

(j) Neither the Company nor any Company Subsidiary pays salary or provides other benefits to any employee at a rate or in a manner exceeding that person’s entitlement under that employee’s employment agreement, legislation, modern awards, enterprise agreements and industrial instruments applicable to that person.

Section 5.15 Taxes.

(a) All income and other material Tax Returns required by Law to be filed by each Company Party have been duly and timely filed (by taking into account any automatic extensions granted in the ordinary course of business), and all such Tax Returns are true and complete in all material respects and prepared in compliance in all material respects with all applicable Laws and orders.

(b) All income and other material Taxes of each Company Party due and payable (whether or not shown on any Tax Return) have been timely paid, other than Taxes being contested in good faith and for which adequate reserves have been established in accordance with GAAP.

(c) Each Company Party has (i) withheld all material amounts of Taxes required to have been withheld by it in connection with amounts paid to any employee, independent contractor, creditor, shareholder or any other third party, (ii) timely remitted such withheld amounts required to have been remitted to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Law with respect to Tax withholding.

(d) No Company Party is currently engaged in any audit, administrative or judicial proceeding with respect to Taxes. No Company Party has received any written notice from a Governmental Authority of a dispute, claim or a proposed deficiency with respect to a material amount of Taxes, other than any disputes, claims or deficiencies that have since been resolved. No written claim has been made by any Governmental Authority in a jurisdiction where any Company Party does not file a Tax Return that such entity is or may be subject to Taxes by that jurisdiction in respect of Taxes that would be the subject of such Tax Return, which claim has not been resolved. There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, material Taxes of the Company Parties, and no written request for any such waiver or extension is currently pending.

(e) No Company Party has been a party to any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2) for a taxable period for which the applicable statute of limitations remains open.

(f) Except with respect to deferred revenue or prepaid subscription revenues collected by the Company or any Company Subsidiary in the ordinary course of business, neither the Company nor any Company Subsidiary, as applicable, will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (A) change in method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (B) ruling by, or written agreement with, a Governmental Authority; (C) installment sale or open transaction disposition made prior to the Closing other than in the ordinary course of business; or (D) prepaid amount received prior to the Closing, other than in respect of such amounts reflected in balance sheets included in the Financial Statements, or received in the ordinary course of business.

(g) There are no Liens with respect to Taxes on any of the assets of any Company Party, other than Permitted Encumbrances.

(h) Neither the Company nor any Company Subsidiary has any liability for the Taxes of any Person (other than the Company or any Company Subsidiary) (i) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), (ii) as a transferee or successor, or (iii) by contract (except, in each case, for liabilities pursuant to commercial Contracts (or Contracts entered into in the ordinary course of business) not primarily relating to Taxes).

(i) Neither the Company nor any Company Subsidiary is a party to or bound by, nor do any of them have any obligation to, any Governmental Authority or other Person (other than the Company or any of its Subsidiaries) under any Tax allocation, Tax sharing or Tax indemnification agreements (except, in each case, for any such agreements that are commercial Contracts (or Contracts entered into in the ordinary course of business) not primarily relating to Taxes).

(j) No Company Party has ever made an election, since its incorporation, under Section 1362(a) of the Code to be treated as an “S corporation” for United States federal, state or local income tax purposes. No Company Party has ever made, since its incorporation, an election pursuant to Section 301.7701-3 of the Treasury Regulations promulgated under the Code electing for it to be classified as a partnership or disregarded entity for United States federal income tax purposes.

(k) No Company Party is, or has been at any time during the five (5) year period ending on the Closing Date, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code.

(l) The Company and each Company Subsidiary is in compliance in all material respects with applicable United States and foreign transfer pricing Laws and regulations in all material respects, including the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology of the Company.

(m) All documents, instruments, contracts, agreements, deeds or transactions which are liable to duty, or necessary to establish the title of each Company or Subsidiary to an asset, have had Tax paid in full in accordance with all applicable Tax Laws.

(n) No event has occurred, or will occur, as a result of anything provided for in this agreement, or as a result of this agreement itself, as a result of which any Tax from which the Company or any Company Subsidiary may have obtained an exemption or other relief may become payable on any document, instrument, contract, agreement, deed or transaction, and each Company Party is in compliance in all material respects with all terms and conditions of any Tax incentives, exemption, holiday or other Tax reduction agreement or order of a Governmental Authority applicable to a Company Party.

(o) Each Company Party is, and has always been resident only in its jurisdiction of incorporation for Tax purposes and is not and has not been, treated as having a permanent establishment (within the meaning of an applicable Tax treaty), branch or taxable presence in any jurisdiction other than in its jurisdiction of incorporation.

(p) No charge to Tax will arise on any Company Party or the SPAC as a result of entering into, or completion of, this Agreement (or the transactions contemplated by this Agreement), and the implementation of the transactions contemplated by this Agreement will not result in the withdrawal or clawback of any exemption or relief previously claimed by it or any asset being deemed to have been disposed of and reacquired for Tax purposes, or the forfeiture of any relief, loss, expense or allowance.

(q) No Company Party is a controlled foreign corporation (as defined in Section 957 of the Code) or a passive foreign investment company (as defined in Section 1297 of the Code).

(r) No Company Party has taken, or permitted or agreed to take, any action, and does not intend to or plan to take any action, or has any knowledge of any fact or circumstance that could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment.

Section 5.16 Brokers’ Fees. Except as described on Company Disclosure Schedule Section 5.16, 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 any Company Party for which any Company Party has any obligation.

Section 5.17 Insurance. Company Disclosure Schedule Section 5.17 contains a list of all material policies or programs of self-insurance of property, fire and casualty, product liability, workers’ compensation and other forms of insurance held by, or for the benefit of, the Company and each Company Subsidiary as of the date of this Agreement. With respect to each such insurance policy required to be listed on Company Disclosure Schedule Section 5.17, (i) all premiums due have been paid (other than retroactive or retrospective premium adjustments and adjustments in the respect of self-funded general liability and automobile liability fronting programs, self-funded health programs and self-funded general liability and automobile liability front programs, self-funded health programs and self-funded workers’ compensation programs that are not yet, but may be, required to be paid with respect to any period end prior to the Closing Date), (ii) the policy is legal, valid, binding and enforceable in accordance with its terms and, except for policies that have expired under their terms in the ordinary course, is in full force and effect, (iii) neither the Company nor any Company Subsidiary is in breach or default (including any such breach or default with respect to the payment of premiums or the giving of notice), and, to the Company’s knowledge, no event has occurred which, with notice or the lapse of time or both, would constitute such a breach or default, or permit termination or modification, under the policy, and to the knowledge of the Company, no such action has been threatened, (iv) no written notice of cancellation, non-renewal, disallowance or reduction in coverage or claim or termination has been received other than in connection with ordinary renewals, and (v) no claims have been made in writing since September 30, 2022.

Section 5.18 Real Property; Assets.

(a) Company Disclosure Schedule Section 5.18(a) contains a true, correct and complete list of all real property owned by the Company or any Company Subsidiary. The Company has made available to SPAC true, correct and complete copies of certificates of all real property owned by the Company or any Company Subsidiary.

(b) Company Disclosure Schedule Section 5.18(b) contains a true, correct and complete of all Leased Real Property. The Company has made available to SPAC true, correct and complete copies of the leases, subleases, licenses and occupancy agreements (including all modifications, amendments, supplements, guaranties, extensions, renewals, waivers, side letters and other agreements relating thereto) for the Leased Real Property to which the Company or any Company Subsidiary is a party (the “Real Estate Lease Documents”), and such deliverables comprise all Real Estate Lease Documents relating to the Leased Real Property.

(c) Except as set forth in Company Disclosure Schedule Section 5.18(c), each Real Estate Lease Document (i) is a legal, valid, binding and enforceable obligation of the Company or the applicable Company Subsidiary and, to the knowledge of the Company, the other parties thereto, as applicable, 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, and each such Real Estate Lease Document is in full force and effect, (ii) has not been amended or modified except as reflected in the Real Estate Lease Documents made available to SPAC and (iii) to the knowledge of the Company, covers the entire estate it purports to cover and, subject to securing the consents or approvals, if any, required under the Real Estate Lease Documents to be obtained from any landlord, or lender to landlord (as applicable), in connection with the execution and delivery of this Agreement by the Company or the consummation of the transaction contemplated hereby by the Company, upon the consummation of the Transactions, will entitle Company or its Subsidiaries to the exclusive use (subject to the terms of the respective Real Estate Lease Documents in effect with respect to the Leased Real Property), occupancy and possession of the premises specified in the Real Estate Lease Documents for the purpose specified in the Real Estate Lease Documents.

(d) No material default or breach by (i) the Company or any Company Subsidiary or (ii) to the knowledge of the Company, any other parties thereto, as applicable, presently exists under any Real Estate Lease Documents. Neither the Company nor any Company Subsidiary has received written or, to the knowledge of the Company, oral notice of default or breach under any Real Estate Lease Document which has not been cured. To the knowledge of the Company, no event has occurred that, and no condition exists which, with notice or lapse of time or both, would reasonably be expected to constitute a material default or breach under any Real Estate Lease Document by the Company or any Company Subsidiary, on the one hand, or by the other parties thereto, on the other hand. Neither the Company nor any Company Subsidiary has subleased or otherwise granted any Person the right to use or occupy any Leased Real Property or portion thereof which is still in effect. Neither the Company nor any Company Subsidiary has collaterally assigned or granted any other security interest in the Leased Real Property or any interest therein which is still in effect. The Company (or the applicable Company Subsidiary) has a good and valid leasehold title to each Leased Real Property subject only to Permitted Encumbrances.

(e) Neither the Company nor any Company Subsidiary has received any written notice that remains outstanding as of the date of this Agreement that the current use and occupancy of the Leased Real Property and the improvements thereon (i) are prohibited by any Lien or law other than Permitted Encumbrances or (ii) are in material violation of any of the recorded covenants, conditions, restrictions, reservations, easements or agreements applicable to such Leased Real Property.

Section 5.19 Environmental Matters. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:

(a) the Company and each Company Subsidiary is and, during the last three (3) years has been, in compliance with all Environmental Laws;

(b) there has been no release of any Hazardous Materials at, in, on or under any Leased Real Property or in connection with the operations of the Company or any Company Subsidiary off-site of the Leased Real Property or, to the knowledge of the Company, at, in, on or under any formerly owned or leased real property during the time that the Company or any Company Subsidiary owned or leased such property;

(c) neither the Company nor any Company Subsidiary is subject to, nor has any of the foregoing received any Governmental Order relating to, any non-compliance with Environmental Laws by the Company or any Company Subsidiary or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials;

(d) no Action is pending or, to the knowledge of the Company, threatened, and no investigation is pending or, to the knowledge of the Company, threatened, in each case with respect to the compliance by the Company or any Company Subsidiary with or liability under Environmental Law;

(e) the Company has made available to SPAC all material environmental reports (including any Phase One or Phase Two environmental site assessments), audits, correspondence or other documents relating to the Leased Real Property or any formerly owned or operated real property or any other location for which the Company or any Company Subsidiary may be liable in its possession, custody or control;

(f) Notwithstanding any other provision of this Article IV, this Section 5.19 contains the exclusive representations and warranties of the Company with respect to environmental matters.

Section 5.20 Absence of Changes. Except (i) as set forth on Company Disclosure Schedule Section 5.20 and (ii) in connection with the Transactions, from September 30, 2023 through and including the date of this Agreement, the Company Parties (1) have, in all material respects, conducted their respective businesses and operated their properties in the ordinary course of business (including, for the avoidance of doubt, recent past practice in light of COVID-19), and (2) have not taken any action that would require the consent of SPAC pursuant to Section 7.01 if such action had been taken after the date hereof.

Section 5.21 Affiliate Agreements. Except as set forth on Company Disclosure Schedule Section 5.21 and except for, in the case of any employee, officer or director, any employment or indemnification Contract or Contract with respect to the issuance of equity in any Company Party, no Company Party is a party to any transaction, agreement, arrangement or understanding with any (i) present or former executive officer or director of any Company Party, (ii) beneficial owner (within the meaning of Section 13(d) of the Exchange Act) of 5% or more of the capital stock or equity interests of any Company Party or (iii) Affiliate, “associate” or member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 under the Exchange Act) of any of the foregoing.

Section 5.22 Internal Controls. The Company (including the Company Subsidiaries) maintains a system of internal accounting controls designed to provide reasonable assurance that: (a) transactions are executed in accordance with management’s general or specific authorizations; (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (c) access to assets is permitted only in accordance with management’s general or specific authorization; and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Section 5.23 Permits. The Company and its Subsidiaries have obtained and hold all material Permits (the “Material Permits”) that are required to own, lease or operate their respective properties and assets and to conduct their respective businesses as currently conducted. Each Material Permit is in full force and effect in accordance with its terms; no outstanding written notice of revocation, cancellation or termination of any Material Permit has been received by the Company or any of its Subsidiaries; to the knowledge of the Company, none of such Permits upon its termination or expiration in the ordinary due course will not be renewed or reissued in the ordinary course of business upon terms and conditions substantially similar to its existing terms and conditions; there are no Actions pending or, to the knowledge of the Company, threatened, that seek the revocation, cancellation, limitation, restriction or termination of any Material Permit; and the Company and its Subsidiaries are in compliance with all Material Permits applicable to the Company or its Subsidiaries.

Section 5.24 Registration Statement. None of the information relating to the Company Parties supplied by the Company, or by any other Person acting on behalf of the Company, in writing specifically for inclusion or incorporation by reference in the Registration Statement will, as of the time the Registration Statement is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, notwithstanding the foregoing provisions of this Section 5.24, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Registration Statement that were not supplied by or on behalf of the Company for use therein.

Section 5.25 Operation of the Business during COVID-19. None of the actions and inactions by the Company or any Company Subsidiary prior to the date of this Agreement in response to COVID-19: (i) has resulted in the Company or any Company Subsidiary experiencing any material business interruption or material losses, or (ii) if taken following the date of this Agreement would constitute a Material Adverse Effect or a material breach of the covenants set forth in Section 7.01.

Section 5.26 Books and Records. The books and records of the Company and each Subsidiary have been maintained, in all material respects in accordance with reasonable business practice.

Section 5.27 Sufficiency of Assets. The Company and its Subsidiaries own, have the right to use, or have good and valid title to and have full power and right to, all of the assets necessary and sufficient to operate the business, as currently conducted and as proposed to be conducted.

Section 5.28 Top Suppliers and Top Customers. Company Disclosure Schedule Section 5.28 sets forth the top five (5) suppliers (the “Top Suppliers”) and top five (5) customers (the “Top Customers”) based on the aggregate value of the transaction volume of the Company and its Subsidiaries with such counterparty during the fiscal year ended September 30, 2022 and 2023 and the six months ended March 31, 2024, respectively. None of the Top Suppliers nor any of the Top Customers has, as of the date of this Agreement, notified the Company or any of its Subsidiaries in writing, or to the knowledge of the Company or its applicable Subsidiary, verbally: (i) that it will, or, to the knowledge of the applicable Company Party, has threatened to, terminate, cancel, materially limit or materially alter and adversely modify any of its existing business with the Company or such Subsidiary (other than due to the expiration or non-renewal of an existing contractual arrangement or the exercise, non-exercise or lapse of any existing right); or (ii) that it is in a dispute with the Company (or such Subsidiary) or its business, save for any such aforementioned changes or disputes which would not result in a Company Material Adverse Effect.

Section 5.29 No Additional Representations and Warranties. Except as otherwise expressly provided in this Article V (as modified by the Company Disclosure Schedules), the Company expressly disclaims any representations or warranties of any kind or nature, express or implied, including as to the condition, value or quality of the Company, any Company Subsidiary or the assets of the Company or any Company Subsidiary.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF SPAC

Except as set forth in the SPAC SEC Reports (other than disclosures contained or referenced under the captions “Risk Factors”, “Cautionary Note Regarding Forward-Looking Statements” and any other disclosures containing risks that are predictive, cautionary or forward-looking in nature), or any disclosure schedules delivered by SPAC to the Company and accepted by the Company on the date hereof attached hereto as Schedule III (the “SPAC Disclosure Schedule”) if the application of the disclosure to such other section is reasonably apparent on the face of such disclosure, SPAC represents and warrants to the Company and Pubco, as of the date hereof and as of the Closing Date, as follows:

Section 6.01 Organization and Qualification. SPAC is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands.

Section 6.02 Authority and Enforceability.

(a) (i) SPAC has all requisite power and authority to execute and deliver this Agreement and (subject to the consents, approvals, authorizations and other requirements described in Section 6.04 and obtaining the Required SPAC Shareholder Approval) to perform its obligations hereunder and to consummate the transactions contemplated hereby; and (ii) SPAC has taken all requisite corporate action to authorize the execution and delivery of this Agreement and (subject to the consents, approvals, authorizations and other requirements described in Section 6.04 and obtaining the Required SPAC Shareholder Approval) the performance of its obligations hereunder and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by SPAC and, assuming the due authorization, execution and delivery by each of the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of SPAC, enforceable against SPAC in accordance with its terms, subject to the Enforceability Exceptions.

(b) SPAC has all requisite power and authority to execute and deliver the Ancillary Agreements to which it will be a party and (subject to the consents, approvals, authorizations and other requirements described in Section 6.04 and obtaining the Required SPAC Shareholder Approval) to perform its obligations thereunder and to consummate the transactions contemplated thereby. SPAC has, or prior to the Closing will have, taken all requisite corporate or other actions to authorize the execution and delivery of the Ancillary Agreements to which it will be a party, the performance of its obligations thereunder and the consummation of the transactions contemplated thereby. Each Ancillary Agreement, if and when executed by SPAC upon the terms and subject to the conditions set forth in this Agreement, will be duly executed and delivered by SPAC and, assuming the due authorization, execution and delivery by each of the other parties thereto, each Ancillary Agreement will constitute the legal, valid and binding obligation of SPAC enforceable against SPAC in accordance with its terms, subject to the Enforceability Exceptions.

(c) SPAC’s board of directors (including any required committee or subgroup of such boards) has, as of the date of this Agreement, unanimously (i) declared the advisability of the transactions contemplated by this Agreement, (ii) determined that the transactions contemplated hereby are in the best interests of SPAC Shareholders, (ii) approved this Agreement, the Ancillary Agreements to which SPAC is or will be a party and the Transactions, including the Mergers and the First Plan of Merger, (iv) approved the Transactions as a Business Combination (as defined in the SPAC’s Governing Documents) and (v) recommended the approval of the SPAC Party Shareholder Approval Matters by the SPAC Shareholders (the “SPAC Board Recommendation”).

(d) The Required SPAC Shareholder Approval is the only vote or approval of the holders of any class or series of equity securities of the SPAC required to approve and adopt this Agreement and approve the Transactions.

Section 6.03 SEC Reports, Financial Statements.

(a) SPAC has filed or otherwise furnished (as applicable) to the SEC all registration statements, prospectuses, forms, reports and other documents (including all exhibits, schedules and annexes thereto) required to be filed or furnished by it with the SEC since February 20, 2024 (such documents and any other documents filed by SPAC with the SEC, as have been supplemented, modified or amended since the time of filing, including all information incorporated therein by reference, collectively, the “SPAC SEC Reports”). Each of the SPAC SEC Reports, at the time of its filing or being furnished, complied, or if not yet filed or furnished, will comply with the applicable requirements of the Exchange Act, the Securities Act, and the Sarbanes-Oxley Act of 2002, and any rules and regulations promulgated thereunder applicable to the SPAC SEC Reports. As of their respective filing or furnishing dates (or, if supplemented, modified or amended since the time of filing or furnishing, as of the date of the most recent supplement, modification or amendment), none of the SPAC SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding written comments from the SEC with respect to the SPAC SEC Reports. To the Knowledge of SPAC, none of the SPAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

(b) The financial statements (including all related notes and schedules thereto), contained in the SPAC SEC Reports (or incorporated therein by reference) (the “SPAC Financial Statements”) have been prepared in all material respects in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial position of SPAC and its Subsidiaries as of the dates thereof and the results of operations, stockholders’ equity and cash flows for the periods then ended (subject, in the case of the unaudited SPAC Financial Statements, to the absence of footnotes and normal year-end adjustments and to any other adjustments described therein).

Section 6.04 Governmental Filings and Consents. No consents, approvals, authorizations or waivers of, or notices or filings with, any Governmental Authority are required to be made or obtained by SPAC in connection with the execution and delivery of this Agreement and the Ancillary Agreements by SPAC, as applicable, the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, except for (a) the filing with the SEC and declaration of effectiveness of the Registration Statement in which the Closing Date Share Merger Consideration is registered, (b) the filings of the First Plan of Merger and related documentation with the Cayman Islands Registrar in accordance with the Cayman Companies Act and (c) such other consents, approvals, authorizations, waivers, notices and filings the failure of which to be made or obtained individually or in the aggregate, has not had and would not reasonably be expected to have a SPAC Material Adverse Effect.

Section 6.05 No Violations. Assuming the consents, approvals, authorizations, waivers, notices and filings referred to in Section 6.04 are obtained or made, the execution and delivery of this Agreement and the Ancillary Agreements by SPAC, the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not (a) conflict with or result in a violation or breach of, or default under, any provision of the organizational documents of SPAC, (b) conflict with or result in a violation or breach of any provision of any Law or Permit applicable to SPAC, (c) require the consent, notice or other action by any Person under, materially conflict with, result in a material violation or material breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any material Contract to which SPAC is a party or (d) result in the creation or imposition of any material Encumbrance, other than Permitted Encumbrances, on any properties or assets of SPAC, in the case of clauses (c) and (d) as, individually or in the aggregate, has not had and would not reasonably be expected to have a SPAC Material Adverse Effect.

Section 6.06 Valid Issuance of SPAC Ordinary Shares. The authorized share capital of SPAC as at the date of this Agreement consists of US$50,000 consisting of 500,000,000 SPAC Ordinary Shares. The issued and outstanding share capital of SPAC as at the date of this Agreement consists of 8,963,000 SPAC Ordinary Shares. All SPAC Ordinary Shares issued as at the date of this Agreement and as at Closing, has been duly authorized, validly issued, fully paid and nonassessable free and clear of all Encumbrances (other than restrictions on transfer imposed by federal and state securities Laws). The issuance thereof did not violate or conflict with any provisions of applicable U.S. federal or state Law or the rules, regulations and policies of Nasdaq or any other applicable stock exchange or securities regulatory authority and will not be issued in contravention of any other Person’s rights therein or with respect thereto.

Section 6.07 Litigation. There is no Action or claim pending or, to the Knowledge of SPAC, threatened, or, to the Knowledge of SPAC, governmental investigation threatened or pending by, against or involving SPAC or any of its properties or assets, the outcome of which, individually or in the aggregate, would reasonably be expected to have a SPAC Material Adverse Effect.

Section 6.08 Fees to Brokers and Finders. Except as set forth on Section 6.08 of the SPAC Disclosure Schedule, SPAC has no obligation to pay any fee or commission to any investment banker, broker, financial adviser, finder or other similar intermediary in connection with the transactions contemplated by this Agreement.

Section 6.09 Tax Matters.

(a) All income and other material Tax Returns required by Law to be filed by SPAC have been duly filed (taking into account any automatic extensions of time to file Tax Returns obtained in the ordinary course of business), and all such Tax Returns are true, correct, and complete in all material respects and prepared in compliance in all material respects with all applicable Laws and orders.

(b) All material amounts of Taxes due and owing by SPAC have been paid within applicable time limits other than Taxes being contested in good faith and for which adequate reserves have been established in accordance with GAAP.

(c) SPAC has (i) withheld all material amounts of Taxes required to have been withheld by it in connection with amounts paid or owed to any employee, independent contractor, creditor, shareholder or any other third party, (ii) remitted, or will remit on a timely basis, such amounts to the appropriate Governmental Authority and (iii) complied in all material respects with applicable Law with respect to Tax withholding.

(d) SPAC has not engaged in any material audit, examinations, investigations, or Action with respect to Taxes. SPAC has not received any written notice from a Governmental Authority of a dispute or claim with respect to a material amount of Taxes, other than disputes or claims that have since been resolved. No written claim has been made by any Governmental Authority in a jurisdiction where SPAC does not file a Tax Return that SPAC is or may be subject to Taxes by that jurisdiction in respect of Taxes that would be the subject of such Tax Return, which claim has not been resolved. There are no outstanding agreements (other than any agreements entered into in the ordinary course of business) extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, material Taxes of SPAC and no written request for any such waiver or extension is currently pending.

(e) Since the date of its formation, neither SPAC nor any predecessor thereof has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code).

(f) SPAC has not been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) for a taxable period for which the applicable statute of limitations remains open.

(g) There are no Liens with respect to Taxes on any of the assets of SPAC, other than Permitted Encumbrances.

(h) SPAC does not have material liability for the Taxes of any Person (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law), (ii) as a transferee or successor or (iii) by contract (except, in each case, for liabilities pursuant to commercial Contracts (or Contracts entered into in the ordinary course of business) not primarily relating to Taxes).

(i) SPAC is not a party to, or bound by, or has any material obligation to any Governmental Authority or other Person under any Tax allocation, Tax sharing or Tax indemnification agreement (except, in each case, for any such agreements that are commercial Contracts (or Contracts entered into in the ordinary course of business) not primarily relating to Taxes).

(j) SPAC has not taken, permitted or agreed to take any action, and does not intend to or plan to take any action, or has any knowledge of any fact or circumstance that could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment.

(k) SPAC is, and has always been resident only in its jurisdiction of incorporation for Tax purposes and is not and has not been, treated as having a permanent establishment (within the meaning of an applicable Tax treaty), branch or taxable presence in any jurisdiction other than in its jurisdiction of incorporation.

(l) No charge to Tax will arise on SPAC as a result of entering into, or completion of, this Agreement (or the transactions contemplated by this Agreement), and the implementation of the transactions contemplated by this Agreement will not result in the withdrawal or clawback of any exemption or relief previously claimed by it or any asset being deemed to have been disposed of and reacquired for Tax purposes, or the forfeiture of any relief, loss, expense or allowance.

Section 6.10 No Other Representations and Warranties. Except for the representations and warranties expressly contained in this ARTICLE VI or in the Ancillary Agreements to which SPAC is party, neither SPAC nor any of its Affiliates, nor any of its or their respective Representatives, makes or has made, and none of the Company, any of its Affiliates or any Company Shareholder, nor any of its or their respective Representatives relies or has relied upon, any other representation or warranty on behalf of SPAC. SPAC expressly disclaims, and the Company and each Company Shareholder expressly disclaims any reliance on, any and all other representations and warranties, whether express or implied.

ARTICLE VII

COVENANTS

Section 7.01 Conduct of Business. During the period from the date of this Agreement through the earlier of the Closing or the termination of this Agreement in accordance with its terms (the “Interim Period”), except as otherwise expressly required by, and in accordance with, this Agreement, including the taking of actions and the consummation of the transactions contemplated hereby, as set forth in Section 7.01 of the Company Disclosure Schedule, as required by applicable Law or with the prior written consent of SPAC (which consent shall not unreasonably be withheld, conditioned or delayed), the Company and each Company Subsidiary, and Pubco, Merger Sub 1 and Merger Sub 2 shall (x) conduct its business in the ordinary course of business, and (y) preserve intact its business organization and operations and maintain its relationships and goodwill with employees, contractors, customers, suppliers, Governmental Authorities and others having business relationships with the Company. Without limiting the generality of Section 7.01 and except as contemplated by the terms of this Agreement or the Ancillary Agreements, or as required by applicable Law, during the Interim Period, without the prior written consent of SPAC (which consent shall not unreasonably be withheld, conditioned or delayed), the Company and each Company Subsidiary, and Pubco, Merger Sub 1 and Merger Sub 2 shall not:

(a) (i) declare, set aside or pay any dividend or distribution on any shares of its capital stock or other equity interests or (ii) purchase, redeem or repurchase any shares of its capital stock or other equity interests;

(b) issue, sell, pledge, transfer, dispose of or encumber any shares of its capital stock or other equity interests or securities exercisable or convertible into, or exchangeable or redeemable for, any such shares or other equity interests, or any rights, warrants, options, calls or commitments to acquire any such shares or other equity interests, or merge with or into or consolidate with, or agree to merge with or into or consolidate with, any other Person without the written consent from SPAC;

(c) split, combine, subdivide or reclassify any of its capital stock or other equity interests;

(d) (i) incur any Indebtedness (directly, contingently or otherwise) in excess of $250,000 individually or $1,000,000 in the aggregate, (ii) incur or accrue any trade payables or other liabilities (other than Indebtedness) outside the ordinary course of business, or (iii) waive any material claims or rights of, or cancel any debts to, and of, the Company or any Company Subsidiary;

(e) amend (by merger, consolidation or otherwise) its Governing Documents or cause those of any Subsidiary to be amended, (ii) form any Subsidiary or (iii) acquire an interest in a variable interest entity;

(f) voluntarily adopt a plan of complete or partial liquidation or rehabilitation or authorize or undertake a dissolution, rehabilitation, consolidation, restructuring, recapitalization or other reorganization;

(g) (i) purchase, sell, lease, exchange, pledge, encumber, issue or otherwise dispose of or acquire any property or assets outside the ordinary course of business, (ii) grant or take any other action that will result in the imposition of an Encumbrance, other than Permitted Encumbrances, on any material property or assets of the Company or any Company Subsidiary, or (iii) make or incur any capital expenditure in excess of $250,000 individually or $1,000,000 in the aggregate or that are not contemplated by the capital expenditure budget of the Company (or any Company Subsidiary) previously provided to SPAC;

(h) (i) amend, assign, renew, extend or terminate any existing Material Contract (unless terminated by the other parties thereto or expired in accordance with the terms of such Material Contract), (ii) enter into any Contract that would be a Material Contract if in effect on the date hereof or (iii) waive, release or assign any material rights or claims under any existing Material Contract;

(i) (i) sell, transfer or license any Intellectual Property to any Person, other than non-exclusive licenses granted in the ordinary course of business pursuant to User Agreements or Immaterial Licenses, (ii) abandon, withdraw, dispose of, permit to lapse or fail to preserve any Company IP, (iii) take any action that could reasonably be expected to trigger the release of source code of any material software of any Company Parties to any third party, or (iv) disclose any material Trade Secrets owned or held by the Company or any Company Subsidiary to any Person who has not entered into a written confidentiality agreement and is not otherwise subject to confidentiality obligations;

(j) pay, settle, release or forgive any Action or threatened Action, or waive any right thereto, in excess of $100,000 individually and $250,000 in the aggregate;

(k) make any filings with any Governmental Authority relating to (i) the withdrawal or surrender of any license or Permit held by the Company or any Company Subsidiary or (ii) the withdrawal by the Company or any Company Subsidiary from any lines or kinds of business;

(l) (i) make, revoke or amend any income or other material Tax election, (ii) enter into any closing agreement, settlement or compromise of any Tax-related Liability or refund, (iii) extend or waive the application of any statute of limitations regarding the assessment or collection of any Tax, (iv) file any request for rulings or special Tax incentives with any Tax Authority, (v) surrender any right to claim a Tax refund, offset or other reduction in Tax-related Liability, (vi) adopt or change any method of Tax accounting, (vii) file any Tax Return inconsistent with past practice, (viii) amend any Tax Return or (ix) enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, pre-filing agreement, advance pricing agreement, cost sharing agreement or closing agreement relating to any Tax;

(m) other than as required by the terms of any Company Benefit Plan as in effect on the date hereof and listed on Section 5.13 of the Company Disclosure Schedule, (i) grant or increase any severance, change in control, retention or termination pay of (or amend any existing severance, change in control, retention or termination pay arrangement with) any Company Service Provider, (ii) establish, enter into, adopt, renew, terminate, modify or amend any Company Benefit Plan (or any new arrangement that would be a Company Benefit Plan if it were in existence as of the date of this Agreement), (iii) take any action to accelerate the vesting or payment of, or the lapsing of restrictions with respect to, or fund or otherwise secure the payment of, any compensation or benefits under any Company Benefit Plan, (iv) increase the compensation payable to any Company Service Provider, except increases in annual base salary or wage rate in the ordinary course of business to those current employees of the Company or any Company Subsidiary not to exceed ten percent (10%) with respect to any Company Service Provider, (v) grant any awards under any bonus, incentive, performance, equity or other compensation plan or arrangement or Company Benefit Plan or (vi) except as may be required by GAAP or applicable Law, change any actuarial or other assumptions used to calculate funding obligations with respect to any Company Benefit Plan or materially change the manner in which contributions to such plans are made or the basis on which such contributions are determined;

(n) (i) terminate the employment of any employee of the Company or any Company Subsidiary (other than terminations for cause, death or disability, as a result of a voluntary resignation of such employee or for cause (as determined in good faith by the Company or any Company Subsidiary)), (ii) hire any new employee or engage any consultant or independent contractor other than in the ordinary course of business, (iii) waive the restrictive covenant obligations of any Company Service Provider, or (iv) implement any group layoffs or furloughs, whether temporary or permanent, with respect to any employee of the Company or any Company Subsidiary;

(o) (i) modify, extend, or enter into any Collective Bargaining Agreement or (ii) recognize or certify any labor or trade union, works council, employee representative body, labor organization, or group of employees of the Company or any Company Subsidiary as the bargaining representative for any employees of the Company or any Company Subsidiary;

(p) voluntarily terminate, cancel or materially modify or amend any insurance coverage maintained by the Company or any Company Subsidiary with respect to any material assets without, to the extent commercially reasonable to do so, replacing such coverage with a comparable amount of insurance coverage;

(q) (i) acquire any corporation, partnership, joint venture, association or other business organization or division thereof, or substantially all of the assets of any of the foregoing or (ii) establish any Subsidiary, enter into any new lines of business or introduce any new material products or services;

(r) (i) change any of the material accounting, financial reporting or tax principles, practices or methods used by the Company or any Company Subsidiary, except as may be required in order to comply with changes in GAAP or applicable Law, or (ii) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;

(s) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company;

(t) take any action that would reasonably be expected to significantly delay or impair the obtaining of any governmental approvals required to be obtained in connection with this Agreement;

(u) issue or propose to issue any Company Convertible Securities;

(v) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; or

(s) enter into any Contract with respect to any of the foregoing.

Nothing contained in this Agreement shall give SPAC, directly or indirectly, the right to control or direct the operations of the Company or any Company Subsidiary prior to the Closing. Prior to the Closing, the Company and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its operations.

During the Interim Period, neither the Company, Pubco nor any of the Pubco Subsidiaries shall take any actions or enter into any agreements, or conduct any business or affairs, except as otherwise expressly required by, and in accordance with, this Agreement, including the taking of actions and the consummation of the transactions contemplated hereby, as required by applicable Law or with the prior written consent of SPAC (which consent shall not unreasonably be withheld, conditioned or delayed).

Section 7.02 Access to Information; Confidentiality.

(a) During the Interim Period, the Company shall, and shall use its commercially reasonable efforts to cause its Representatives to, afford SPAC Parties and their Representatives who are bound by a confidentiality agreement reasonable access during normal business hours upon reasonable advance notice to (and, as applicable, the right to then inspect) all of the officers, directors, employees, books and records, Contracts and other documents and data of the Company Parties as any SPAC Party or any of their Representatives may reasonably request for the purpose of facilitating the consummation of the transactions contemplated hereby, including but not limited to the filing of the Registration Statement with the SEC; provided, however, that the foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets or violate any obligations with respect to confidentiality in any agreement with a third party or violate any applicable Law or (ii) to disclose information or materials protected by attorney-client, attorney work product or other legally recognized privileges or immunity from disclosure. In exercising its rights hereunder, each SPAC Party shall take commercially reasonable efforts conduct itself, and shall take commercially reasonable efforts to cause its Representatives to conduct themselves, so as not to unreasonably interfere in the conduct of the Company’s businesses.

(b) The parties each acknowledge that the information and access provided to it pursuant to this Section 7.02 shall be subject to the terms and conditions of the Confidentiality Agreement and all applicable Law. Effective as of the Closing, the Confidentiality Agreement shall cease to have any force or effect.

Section 7.03 Efforts to Consummate.

(a) On the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall use commercially reasonable efforts to take, or cause to be taken, as promptly as reasonably practicable, all actions, and to do, or cause to be done, as promptly as reasonably practicable, all things necessary or advisable under applicable Laws to consummate and make effective the SPAC Merger, the Acquisition Merger and the other transactions contemplated hereby as promptly as practicable, including by using commercially reasonable efforts to take all action necessary to satisfy all of the conditions to the obligations of the other party or parties hereto to effect the SPAC Merger and the Acquisition Merger, to obtain any necessary waivers, consents and approvals and to effect all necessary registrations and filings with Governmental Authorities and to remove any injunctions or other impediments or delays, legal or otherwise, in each case in order to consummate and make effective the SPAC Merger, the Acquisition Merger and the other transactions contemplated by this Agreement.

(b) The Company shall use (and shall cause its Affiliates to use) its commercially reasonable efforts to fulfill the filing procedure with the CSRC and report relevant information in a timely manner per the requirements of the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, promulgated by the CSRC on February 17, 2023 (the “Overseas Listing Trial Measures”) and the supporting guidelines of the Overseas Listing Trial Measures.

(c) With respect to Pubco, during the Interim Period, the Company, Pubco and the Shareholders’ Representative shall use commercially reasonable efforts to cause Pubco to maintain its status as a “foreign private issuer” as such term is defined under Exchange Act Rule 3b-4 and through the Closing.

Notwithstanding anything to the contrary herein, in connection with the exercise of any commercially reasonable efforts or other standard of conduct pursuant to this Agreement, neither the Company nor SPAC shall be required, in respect of any provision of this Agreement, to pay any extraordinary fees, expenses or other amounts to any Governmental Authority or any party to any Contract (excluding, for the avoidance of doubt, ordinary course fees and expenses of their respective attorneys and advisors), commence or participate in any Action or offer or grant any accommodation (financial or otherwise) to any third party, dispose of any assets, incur any material obligations or agree to any of the foregoing.

Section 7.04 Resignations. The SPAC shall cause all of its directors to resign from such directorship, and all of its officers to resign from their offices, in each case effective as of the SPAC Merger Effective Time (collectively, the “Resignations”).

Section 7.05 SEC Filings.

(a) The parties acknowledge that:

(i) The SPAC Shareholders and the Company Shareholders must approve the transactions contemplated by this Agreement prior to the Acquisition Merger and the SPAC Merger contemplated hereby being consummated and that, in connection with such approval, SPAC must call a special meeting of its shareholders requiring SPAC to prepare and file with the SEC the Registration Statement, which will contain a Proxy Statement/Prospectus (as defined in Section 7.14);

(ii) SPAC will be required to file Quarterly and Annual reports that may be required to contain information about the transactions contemplated by this Agreement; and

(iii) SPAC will be required to file a Form 8-K to announce the transactions contemplated hereby and other significant events that may occur in connection with such transactions.

(b) In connection with any filing SPAC makes with the SEC that requires information about the transactions contemplated by this Agreement to be included, the Company will, and will use its commercially reasonable efforts to cause its Affiliates to, in connection with the disclosure included in any such filing or the responses provided to the SEC in connection with the SEC’s comments to a filing, use their commercially reasonable efforts to (i) cooperate with SPAC, (ii) respond to questions about the Company required in any filing or requested by the SEC, and (iii) provide any information requested by SPAC in connection with any filing with the SEC.

(c) The Company acknowledges that a substantial portion of the filings with the SEC and mailings to SPAC’s shareholders with respect to the Proxy Statement/Prospectus shall include disclosure regarding the Company and its management, operations and financial condition. Accordingly, the Company agrees to as promptly as reasonably practicable provide SPAC with such information as shall be reasonably requested by SPAC for inclusion in or attachment to the Proxy Statement/Prospectus, that is accurate in all material respects and complies as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder and in addition shall contain substantially the same financial and other information about the Company and its Shareholders as is required under Regulation 14A of the Exchange Act regulating the solicitation of proxies. The Company understands that such information shall be included in the Proxy Statement/Prospectus and/or responses to comments from the SEC or its staff in connection therewith and mailings. The Company shall cause its managers, directors, officers and employees (and those of the Company Subsidiaries) to be reasonably available to SPAC and their counsel in connection with the drafting of such filings and mailings and responding in a timely manner to comments from the SEC. None of the information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference in the Proxy Statement/Prospectus will, at the date of filing and/ or mailing, as the case may be, 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 (subject to the qualifications and limitations set forth in the materials provided by the Company).

Section 7.06 Financial Information.

(a) As soon as reasonably practicable but no later than two weeks following the date of this Agreement, the Company will deliver to the SPAC Parties the Financial Statements. The Financial Statements shall, among other things, be (i) prepared from the Books and Records of the Company; (ii) prepared on an accrual basis in accordance with U.S. GAAP; (iii) contain and reflect all necessary adjustments and accruals for a fair presentation of the Company’s financial condition as of their dates including for all warranty, maintenance, service and indemnification obligations; and (iv) contain and reflect adequate provisions for all Liabilities for all material Taxes applicable to the Company with respect to the periods then ended. The Financial Statements will be complete and accurate and fairly present in all material respects, in conformity with U.S. GAAP applied on a consistent basis in all material respects, the financial position of the Company as of the dates thereof and the results of operations of the Company for the periods reflected therein. The Company will provide additional financial information as reasonably requested by the SPAC Parties for inclusion in any filings to be made by the SPAC Parties with the SEC.

(b) During the Interim Period, within twenty (20) calendar days following the end of each calendar month, the Company shall deliver to SPAC an unaudited consolidated income statement for such calendar month and an unaudited consolidated balance sheet as of such calendar month end of the Company Parties, in each case accompanied by a certificate of the Chief Financial Officer of the Company to the effect that all such financial statements fairly present the consolidated financial position and results of operations of the Company Parties as of the date or for the periods indicated, in accordance with GAAP, subject to year-end audit adjustments and excluding footnotes. From the date hereof through the Closing Date, the Company will also promptly deliver to SPAC copies of any audited consolidated financial statements of the Company Parties that the Company Parties’ certified public accountants may issue.

Section 7.07 No Trading. The Company, Pubco, Merger Sub 1, Merger Sub 2 and the Shareholders’ Representative each acknowledges and agrees that it is aware, and that the Company’s Affiliates are aware (and each of their respective Representatives is aware or, upon receipt of any material nonpublic information of SPAC, will be advised) of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company, Pubco, Merger Sub 2, Merger Sub 2 and the Shareholders’ Representative each hereby agrees that, while it is in possession of any material nonpublic information of SPAC, it shall not purchase or sell any securities of SPAC (other than to engage in the Mergers in accordance with this Agreement), communicate such information to any third party, take any other action with respect to SPAC in violation of such Laws or cause or encourage any third party to do any of the foregoing.

Section 7.08 Insurance Policies. If so requested by SPAC, the Company Parties shall cooperate, and shall cause their Affiliates and Representatives to cooperate, with SPAC Parties, and shall execute and deliver such documents and take such actions as SPAC Parties may reasonably request (but with effect only upon the Effective Time), in order to enable SPAC to extend its existing insurance policies to cover the business and associated assets of the Company effective from and after the Closing.

Section 7.09 Exclusivity. During the Interim Period, neither the SPAC nor the Company shall, and shall cause its officers, directors, employees, agents, representatives and Affiliates (including for this purpose commonly Controlled Affiliates and Subsidiaries) not to, directly or indirectly, (a) solicit, initiate, seek, encourage or support any inquiry, proposal or offer from, furnish any information to, or participate in any discussions or negotiations with, any corporation, partnership, person or other entity or group (other than SPAC and its Subsidiaries and Representatives) regarding any Acquisition Proposal, (b) enter into, continue with or participate in any discussions or negotiations with, or provide any information to, any Person (other than SPAC and its Subsidiaries and Representatives) concerning a possible Acquisition Proposal or (c) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. During the Interim Period, upon receipt by the Company or any of its commonly Controlled Affiliates of any offer, proposal, indication of interest, request or inquiry that could reasonably be expected to lead to an Acquisition Proposal, the Company shall within one (1) Business Day (i) notify SPAC in writing of its receipt of such Acquisition Proposal and (ii) communicate to SPAC in writing in reasonable detail the terms of any such Acquisition Proposal (including providing SPAC with a written statement with respect to any non-written Acquisition Proposal received, which statement must include the terms thereof). In addition, the Company will within one (1) Business Day advise SPAC in writing of any material modification or proposed modification to such Acquisition Proposal and any other information necessary to keep SPAC informed in all material respects regarding the status and details of such Acquisition Proposal.

Section 7.10 Shareholder Consents.

(a) The Company shall use commercially reasonable efforts to take all action necessary in accordance with this Agreement, the Company Governing Document, and the applicable Laws, to obtain the Requisite Company Shareholder Approval, if so required under Laws of the Cayman Islands, for the transactions contemplated in this Agreement. The Company’s obligation to use commercially reasonable efforts to obtain the Requisite Company Shareholder Approval pursuant to this Section 7.10 shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal or the withholding, withdrawal, amendment or modification by Company’s board of directors of its unanimous recommendation to the holders of Company Ordinary Shares in favor of the adoption of this Agreement and the approval of the Acquisition Merger. Upon obtaining the Requisite Company Shareholder Approval, Company shall promptly deliver copies of the documents evidencing the obtainment of the Requisite Company Shareholder Approval to SPAC.

(b) If required under Law, the Company shall prepare and mail (or email) to each Company Shareholder, a notice (as it may be amended or supplemented from time to time, the “Shareholder Notice”) setting out the material terms of this Agreement. Prior to its delivery, SPAC shall be entitled to review the Shareholder Notice and Company shall take reasonable steps to reflect any comments received from SPAC or its Representatives in the Shareholder Notice, and, following its delivery, no amendment or supplement to the Shareholder Notice shall be made by the Company without the approval of SPAC. The Company shall not include in the Shareholder Notice any information with respect to SPAC or any of its Affiliates, the form and content of which information shall not have been approved by SPAC prior to such inclusion (such approval not to be unreasonably withheld, delayed or conditioned). Each of SPAC and the Company agree to direct their respective Representatives to reasonably cooperate in the preparation of the Shareholder Notice and any amendment or supplement thereto.

Section 7.11 Public Disclosure. The parties shall agree on the form, content and timing of any initial press release, and, except with the prior written consent of the Shareholders’ Representative and SPAC (which consent shall not be unreasonably withheld, delayed or conditioned), shall not issue nor shall any Affiliate or Representatives of such party issue any other press release or other public statement or public communication, with respect to this Agreement or the transactions contemplated hereby; provided that the Shareholders’ Representative, the Company and SPAC may (and in the case of clause (b) and (c) below any Representative of any of the foregoing may), without the prior written consent of such other parties, make such public statement or issue such public communication (a) as may be required by applicable Law or the requirements of any applicable stock exchange and, if practicable under the circumstances, after reasonable prior consultation with such other parties (and allowing such parties and their Representatives to review the text of the disclosure before it is made), (b) that consists solely of information contained in prior announcements made by any or all of SPAC, the Company, the Company Shareholders or any of their respective Representatives in accordance herewith, or (c) to enforce its rights or remedies under this Agreement or the Ancillary Agreements; provided, that the parties will be responsible for disclosures made by their respective Representatives in violation of the terms of this Section 7.11.

Section 7.12 Pubco Listing. Pubco shall ensure (and the Company shall use commercially reasonable efforts to ensure) that, at or prior to the Closing, the shares of Pubco Ordinary Shares that will be part of the Closing Date Share Merger Consideration, as well as the Pubco Ordinary Shares to be issued in the SPAC Merger, are approved for listing on Nasdaq, subject to official notice of issuance (if applicable), which approval shall be a condition to the obligations of SPAC and the Company under this Agreement.

Section 7.13 Directors’ and Officers’ Indemnification and Exculpation.

(a) Each party agrees that all rights to indemnification and exculpation for acts or omissions occurring prior to the Closing now existing in favor of the current or former directors or officers of the Company Parties and of the SPAC who have the right to indemnification or exculpation by the Company Parties and/or the SPAC, as applicable (collectively, the “Covered Persons”), as provided in their Governing Documents shall survive the transactions contemplated hereby and shall continue in full force and effect in accordance with their terms for a period of not less than three (3) years from the Closing. Pubco will cause the applicable Company Party and/or the SPAC to perform and discharge all obligations to provide such indemnity and exculpation during such three (3) year period and to advance expenses in connection with such indemnification as provided in the Governing Documents (or other applicable agreements) of the SPAC or the applicable Company Party in effect as of immediately prior to the Effective Time.

(b) Prior to the Closing Date, SPAC may obtain a “tail” insurance policy that provides coverage for up to a three-year period from the Closing Date, for the benefit of the current or former directors and officers of the SPAC Parties (the “SPAC Covered Persons”) on terms and conditions reasonably that are substantially the same as (and no less favorable in the aggregate to the insured than) the coverage provided under the SPAC’s directors’ and officers’ liability insurance policy as of the date of this Agreement. Pubco shall maintain, or cause to be maintained, such D&O Tail Insurance in full force and effect, for its full term, without lapses in coverage and honor all obligations thereunder. If Pubco or any of its successors or assigns (i) shall merge or consolidate with or merge into any other corporation or entity and shall not be the surviving or continuing corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of their respective properties and assets as an entity in one or a series of related transactions to any person, then in each such case, proper provisions shall be made so that the successors or assigns of Pubco shall assume all of the obligations set forth in this Section 7.13(b).

Section 7.14 Registration Statement.

(a) As promptly as reasonably practicable following the execution and delivery of this Agreement, the Company Parties and SPAC shall prepare and cause to be filed with the SEC a registration statement on Form F-4 or Form S-4, as determined by the parties (as amended or supplemented from time to time, and including the Proxy Statement/Prospectus contained therein, the “Registration Statement”), in connection with the registration under the Securities Act of the Pubco Ordinary Shares to be issued under this Agreement, which Registration Statement will also contain the Proxy Statement/Prospectus. The Registration Statement shall include a Proxy Statement of SPAC as well as a prospectus for the offering of Pubco Ordinary Shares to the SPAC Shareholders and Company Shareholders (as amended, the “Proxy Statement/Prospectus”) for the purpose of soliciting proxies from SPAC’s shareholders for the matters to be acted upon at the SPAC Special Meeting and providing the public shareholders of SPAC an opportunity in accordance with the SPAC’s Governing Document and the final IPO prospectus of SPAC, dated February 20, 2024 (the “SPAC Prospectus”) to exercise their SPAC Shareholder Redemption Right. The Proxy Statement/Prospectus shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders to vote, at a special meeting of the SPAC Shareholders to be called and held for such purpose (the “SPAC Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement, the First Plan of Merger, the Ancillary Agreements and the transactions contemplated hereby or thereby, including the SPAC Merger, by the holders of SPAC Ordinary Shares in accordance with SPAC’s Governing Documents, the Cayman Companies Act and the rules and regulations of the SEC and Nasdaq, (ii) the election of the directors of Pubco as set forth in Section 3.03 of this Agreement, (iii) such other matters as the Company and the SPAC Parties shall hereafter mutually determine to be necessary or appropriate in order to effect the SPAC Merger and the other transactions contemplated by this Agreement, (iv) the adoption and approval of the Pubco Equity Incentive Plan and (v) the adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing or to seek reversals of exercises of the SPAC Shareholder Redemption Right (the “Adjournment Proposal”) (the approvals described in foregoing clauses (i) through (v), collectively, the “SPAC Party Shareholder Approval Matters”). The Proxy Statement/Prospectus shall include the SPAC Board Recommendation and neither the SPAC board of directors nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the SPAC Board Recommendation. In connection with the Registration Statement, SPAC, Pubco, the Company, Merger Sub 1 and Merger Sub 2, as applicable, will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement requirements set forth in SPAC’s Governing Documents, Cayman Islands Law and the rules and regulations of the SEC and Nasdaq. The SPAC Parties shall provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Proxy Statement/Prospectus and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide the SPAC Parties with such information concerning the Company Parties and their controlled Affiliates, equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Proxy Statement/Prospectus, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading (subject to the qualifications and limitations set forth in the materials provided by the Company). If required by applicable SEC rules or regulations, such financial information provided by the Company must be reviewed or audited by the Company’s auditors.

(b) Each of SPAC and the Company Parties shall use its reasonable best efforts to cause the Registration Statement and the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Acquisition Merger. Each of SPAC and the Company Parties shall furnish all information concerning it as may reasonably be requested by the other Party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement/Prospectus. Promptly after the Registration Statement is declared effective under the Securities Act, SPAC will cause the Proxy Statement/Prospectus to be sent to shareholders of SPAC in accordance with SPAC’s Governing Documents and applicable Law.

(c) Each of SPAC and the Company Parties shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect to the Registration Statement and any amendment to the Registration Statement filed in response thereto. If SPAC or the Company becomes aware that any information contained in the Registration Statement shall have become false or misleading in any material respect or that the Registration Statement is required to be amended in order to comply with applicable Law, then (i) such Party shall promptly inform the other Parties and (ii) SPAC, on the one hand, and the Company, on the other hand, shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Registration Statement. SPAC and the Company shall use reasonable best efforts to cause the Registration Statement as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC Shareholders, as applicable, pursuant to applicable Law and subject to the terms and conditions of this Agreement and the SPAC Governing Documents. Each of the Company and SPAC shall provide the other parties with copies of any written comments, and shall inform such other parties of any oral comments, that SPAC receives from the SEC or its staff with respect to the Registration Statement promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff.

(d) Each party shall, and shall cause each of its subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available at a reasonable time and location to the Company, SPAC and their respective representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each party shall promptly correct any information provided by it for use in the Proxy Statement/Prospectus (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws.

Section 7.15 [Reserved]

Section 7.16 Notices of Certain Events. Each party shall promptly notify the other parties of:

(a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Ordinary Share or share capital or capital stock of the SPAC Parties or any of the assets of the Company or the SPAC Parties;

(b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements;

(c) any Actions commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements;

(d) the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in a Material Adverse Change; and

(e) the occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation made hereunder by such Party to be false or misleading in any material respect or to omit or fail to state a material fact.

Section 7.17 Further Assurances. From and after the Closing, each party hereto shall, and shall cause its respective Affiliates to, execute and deliver such additional documents, instruments, conveyances, notices and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

Section 7.18 Lock-up Agreements. The Shareholders’ Representative and Pubco shall procure that a lock-up agreement in the form of which is attached as Exhibit A hereto (“Company Lock-up Agreement”) among (i) Pubco, the Company, SPAC and each of the Key Company Shareholders shall be duly executed prior to or on the date hereof, and (ii) Pubco, the Company, SPAC and all directors and officers of Pubco immediately following the Closing and the other shareholders of the Company (in addition to Key Company Shareholders) who will hold equity securities of Pubco immediately following the Closing (all of whom will be listed on Schedule IV by addendum) shall be duly executed on or prior to the Closing Date, with the execution and delivery of such Company Lock-Up Agreements being a condition to the obligations of SPAC and Pubco hereunder. SPAC shall procure that the Sponsor Support and Lock-up Agreement among Pubco, the Company, SPAC and the Sponsor in respect of Pubco Ordinary Shares held by the Sponsor or any of its Affiliates shall be duly executed prior to or on the date hereof, with the execution and delivery of such Sponsor Support and Lock-Up Agreement being a condition to the obligations of the Company and Pubco hereunder.

Section 7.19 Extension Loans.

(a) Subject to the other provisions of this Section 7.19, if so requested and notified in advance in writing by SPAC, the Sponsor shall promptly provide non-interest bearing loans to SPAC (the “Extension Loans”) to be evidenced in a promissory note duly executed by SPAC for the sole purpose of extending the deadline for the consummation of SPAC’s initial business combination (“Extension”) as described in SPAC Prospectus.

(b) The maximum amount of each Extension Loan shall not exceed that as required for an Extension as described in the SPAC Prospectus.

(c) Where the reason for requiring an Extension is due to reasons solely attributable to that on the part of or within the sole control of either Sponsor and/or the Company, then the Sponsor and/or the Company (as the case may be) shall be solely responsible for the full amount of each such Extension Loan.

(d) Where the reason for requiring an Extension is due to reasons attributable to both the Sponsor and the Company, the Sponsor and the Company shall each share equally in the amount for an Extension Loan.

(e) All Extension Loans shall immediately be repaid by SPAC to the Sponsor and/or the Company (as the case may be) upon the earlier of the Closing or the expiry of the deadline for the consummation of SPAC’s initial business combination as described in the SPAC Prospectus.

Section 7.20 PIPE Investment.

(a) SPAC and the Company shall, and shall cause their respective Affiliates to, use commercially reasonable efforts to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable to obtain executed subscription agreements (“PIPE Subscription Agreements”), which shall have terms, and be in a form, reasonably acceptable to SPAC and the Company, from third party investors (such investors, collectively, with any permitted assignees or transferees, the “PIPE Investors”), pursuant to which the PIPE Investors make or commit to make private equity investments in SPAC, Company or Pubco to purchase shares of SPAC, Company or Pubco in connection with a private placement, and/or enter into backstop or other alternative financing arrangements with potential investors (a “PIPE Investment”). SPAC and the Company shall not, without the consent of the other party (such consent not to be unreasonably conditioned, withheld or delayed), permit any amendment or modification to be made to, or any waiver (in whole or in part) of any provision or remedy under, or any replacements of, any of the PIPE Subscription Agreements. From the date hereof until the Closing Date, SPAC and the Company shall, and shall cause their respective financial advisors and legal counsels to, keep each other and their respective financial advisors and legal counsels reasonably informed with respect to the PIPE Investment. SPAC and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by SPAC).

(b) Without limiting the generality of the foregoing, (i) within one month from the date of this Agreement, the Company shall (x) cause one or more PIPE Investors to enter into a PIPE Subscription Agreement with SPAC for an aggregate investment amount of no less than $5,000,000, and (y) ensure that the PIPE Investor(s) deliver such aggregate investment amount in cash via wire transfer to an escrow account designated by SPAC; and (ii) within three months from the date of this Agreement, the Company shall (x) cause one or more PIPE Investors to enter into a PIPE Subscription Agreement with the Pubco or Company for an aggregate investment amount of no less than an additional $5,000,000, and (y) ensure that the PIPE Investor(s) deliver such aggregate investment amount in cash via wire transfer to an escrow account designated by the Company or Pubco.

Section 7.21 Company Shareholder Meeting. As promptly as practicable after the Registration Statement has become effective, the Company will call a meeting of its shareholders (the “Company Special Meeting”) or cause a written resolution to be passed by all its shareholders (the “Company Written Resolution”) in order to obtain the Requisite Company Shareholder Approval, and the Company shall use its commercially reasonable efforts to solicit from the Company Shareholders proxies in favor of the Requisite Company Shareholder Approval prior to such Company Special Meeting or Company Written Resolution, and to take all other actions necessary or advisable to secure the Requisite Company Shareholder Approval.

Section 7.22   Pubco Equity Incentive Plan. Prior to the effectiveness of the Registration Statement, the Pubco shall approve and adopt an equity incentive plan, substantially in the form as the Company, the Shareholders’ Representative, Pubco and SPAC mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by any of the Company, Shareholders’ Representative, Pubco or SPAC, as applicable) (the “Pubco Equity Incentive Plan”), in the manner prescribed under applicable Law, effective as of one day prior to the Closing Date, reserving for grant thereunder a number of Pubco Ordinary Shares as shall equal 2.5 million shares.

Section 7.23 Post-Closing Board of Directors. The Parties shall take all necessary action, including causing the directors of the Pubco to resign, so that effective immediately after the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of five (5) individuals, which shall include (i) two (2) persons that are designated by SPAC prior to the Closing and approved by the Company in its reasonable judgment (the “SPAC Directors”) as independent directors, both of whom shall be an independent director able to satisfy Nasdaq’s independence requirements as well as any board and committee requirements of Nasdaq, and (ii) three (3) individuals that are designated by the Company prior to the Closing and approved by SPAC in its reasonable judgment (the “Company Directors”) and shall include one independent director who shall be an independent director able to satisfy Nasdaq’s independence requirements as well as any board and committee requirements of Nasdaq. At or prior to the Closing, Pubco will provide each SPAC Director and Company director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director or Company Director.

Section 7.24 Trust Account Proceeds. Upon satisfaction or waiver of the conditions set forth in this Agreement and provisions of notice thereof to the Trustee (which notice SPAC shall provide to the Trustee in accordance with the terms of the Trust Agreement, in accordance with and pursuant to the Trust Agreement, at the Closing, SPAC (i) shall cause any documents, and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (ii) shall cause the Trustee to, and the Trustee shall thereupon be obligated to pay as and when due the SPAC Shareholder Redemption Amount to former shareholders of SPAC who are holders of SPAC Redeeming Shares. The Parties agree that after the Closing, the funds in the Trust Account, after taking into account payments for the SPAC Shareholder Redemption Amount, shall first be used to pay (i) the SPAC Transaction Expenses and the Company Transaction Expenses and (ii) thereafter be transferred to Pubco and used for working capital and general corporate purposes.

Section 7.25 Operation Sustainability of the Company. During the Interim Period and after Closing, each Company Party shall, and the Company shall cause each Company Party to, (i) comply with all applicable Laws in all material respects, including but not limited to applicable Laws and regulations in connection with the operations of the Company Parties; (ii) use commercially reasonable efforts to ensure the sustainability of the collaboration with its business partners; and (iii) take proper measures to ensure the continuity of its business operations if PRC government implements any laws or policies that have a Material Adverse Effect on the Company Parties.

Section 7.26 Pubco A&R Articles. Concurrently with the Closing, the Shareholders’ Representative shall adopt the Pubco A&R Articles.

Section 7.27 Circular 37 Registration. The Company shall, on a continuous basis, cause each of the direct and indirect beneficial owners of shares and equity interest in the Company, who is a “domestic resident” (as defined in Circular 37), to duly complete, obtain and keep the foreign exchange registration or the registration of alteration with the competent local branch of the SAFE or its delegated local bank with respect to his/her direct and indirect beneficial ownership of shares and equity interest in the Company Party in accordance with the requirements of the SAFE rules and regulations.

Section 7.28 Tax. The Company shall cause each of the relevant parties whose shareholding ratio exceeds 10% in Company of the previous transfer in equity of the Company Parties to declare and pay relevant taxes in accordance with the applicable Laws (including but not limited to Announcement of State Taxation Administration of The People’s Republic of China on Several Issues Concerning Enterprise Income Tax on Indirect Transfer of Property by Non-resident Enterprises (国家税务总局关于非居民企业间接转让财产企业所得税若干问题的公告).

Section 7.29 Real Property. After Closing, the Company shall cause each of Company Parties in the PRC complete the housing lease registration procedures in accordance with applicable Laws and regulations for all housing lease agreements of the Company Parties.

ARTICLE VIII

TAX MATTERS

Section 8.01 Transfer Taxes. Notwithstanding anything to the contrary contained herein, each Party shall bear their own cost of all Transfer Taxes, if any, including costs arising out of the preparation and filing of any Tax Returns required to be filed with respect to such Transfer Taxes in accordance with appliable Law. All necessary Tax Returns shall be prepared and filed by the party required to do so pursuant to applicable Law (and the non-filing party shall provide reasonable cooperation in connection therewith, if requested by the filing party).

Section 8.02 Reporting and Compliance with Laws. From the date hereof through the Closing Date, the Company and its Subsidiaries shall duly and timely file all income and other material Tax Returns required to be filed by them with the applicable Tax Authority, pay all material Taxes required to be paid by them by any Tax Authority and duly observe and conform in all material respects, to all applicable Laws and Orders.

Section 8.03 Intended Tax Treatment.

(a) Each of SPAC, the Company, Pubco, Merger Sub 1 and Merger Sub 2 hereby agree and acknowledge that, for U.S. federal income tax purposes the SPAC Merger and the Acquisition Merger are intended to constitute a single exchange transaction under Section 351 of the Code (the “Intended Tax Treatment”). The Parties hereby agree to file all Tax Returns and other informational returns on a basis consistent with such characterization. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Transactions under Section 351 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Closing Date has or may have on such Transactions. Each of the Parties acknowledges and agrees that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the Transactions, and (ii) is responsible for paying its own Taxes, including any Taxes that may arise if the SPAC Merger and the Acquisition Merger do not qualify as exchanges described in Section 351 of the Code. None of SPAC, the Company, Pubco, Merger Sub 1, Merger Sub 2 or their respective Affiliates has taken or will take any action (or fail to take any action), if such action (or failure to act), whether before or after the Effective Time, would reasonably be expected to prevent or impede the Transactions from qualifying for such Intended Tax treatment.

(b) Each of SPAC, the Company, Pubco, Merger Sub 1, Merger Sub 2 and their respective Affiliates shall file all Tax Returns consistent with the Intended Tax Treatment, and shall take no position inconsistent with the Intended Tax Treatment (whether in audits, Tax Returns or otherwise), in each case, unless otherwise required by a Tax Authority as a result of a “determination” within the meaning of Section 1313(a) of the Code. Each of the parties hereto agrees to promptly notify all other parties of any challenge to the Intended Tax Treatment by any Governmental Authority.

Section 8.04 Tax Opinion. In the event the SEC requires a tax opinion regarding the Intended Tax Treatment, each party will use commercially reasonable efforts to cause Wilson Sonsini Goodrich & Rosati and Sichenzia Ross Ference Carmel LLP (each a “Tax Counsel”) to deliver such tax opinion. Each party shall use reasonable best efforts to execute and deliver customary Tax representation letters to the other party in form and substance reasonably satisfactory to each Tax Counsel.

Section 8.05 PFIC Reporting. Within one hundred twenty (120) days after the end of each taxable year of Pubco, Pubco shall (1) determine its status as a “passive foreign investment company” within the meaning of Section 1297 of the Code (a “PFIC”), (2) determine the PFIC status of each of its Subsidiaries that at any time during such taxable year was a foreign corporation within the meaning of Section 7701(a) of the Code (the “Non-U.S. Subsidiaries”), and (3) make such PFIC status determinations available to the shareholders of Pubco who were shareholders of SPAC as of immediately prior to the Effective Time. If Pubco determines that it was, or could reasonably be deemed to have been, a PFIC in such taxable year, Pubco shall use commercially reasonable efforts to provide the statements and information (including without limitation, a PFIC Annual Information Statement meeting the requirements of Treasury Regulation Section 1.1295-1(g)) necessary to enable Pubco shareholders who were SPAC shareholders as of immediately prior to the Effective Time and their direct and/or indirect owners that are United States persons (within the meaning of Section 7701(a)(30) of the Code) to comply with all provisions of the Code with respect to PFICs, including but not limited to making and complying with the requirements of a “Qualified Electing Fund” election pursuant to Section 1295 of the Code or filing a “protective statement” pursuant to Treasury Regulation Section 1.1295-3 with respect to Pubco or any of the Non-U.S. Subsidiaries, as applicable.

Section 8.06 Conflicts. To the extent of any inconsistencies between any provision of this ARTICLE VIII and ARTICLE XI, the provisions of this ARTICLE VIII shall control.

ARTICLE IX

CONDITIONS TO CLOSING

Section 9.01 Conditions to the Obligations of the Parties. The obligations of the parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by SPAC and the Company) as of the Closing of the following conditions:

(a) No Injunction or Prohibition. No Governmental Authority of competent jurisdiction shall have enacted, enforced or entered any Law or issued a Governmental Order or legal injunction that is in effect on the Closing Date and that has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.

(b) SPAC Party Shareholder Approval. The SPAC Party Shareholder Approval Matters (other than the Adjournment Proposal) that are submitted to the vote of the shareholders of SPAC at the SPAC Special Meeting in accordance with the Proxy Statement/Prospectus and SPAC’s Governing Documents shall have been approved by the requisite vote of the shareholders of SPAC at the SPAC Special Meeting in accordance with SPAC’s Governing Documents, applicable Law and the Proxy Statement/Prospectus (the “Required SPAC Shareholder Approval”).

(c) Effectiveness of the Registration Statement. The Registration Statement shall have been declared effective by the SEC.

(d) Approvals. Receipt of any necessary regulatory or governmental approvals (including if applicable, the expiration or termination of any waiting periods under the HSR Act).

(e) Requisite Company Shareholder Approval and Company Board. If required under the Laws of the Cayman Islands, the Company shall have delivered to SPAC the vote or unanimous written consents of the Company Shareholders representing such percentage of the outstanding voting power of the Company Ordinary Shares necessary to approve this Agreement, the Acquisition Merger, the Second Plan of Merger and other transactions contemplated by this Agreement, and the adoption and approval of each other proposal reasonably agreed to by SPAC and the Company as necessary or appropriate in connection with the consummation of the Transactions (collectively, the “Requisite Company Shareholder Approval”), and the board of directors of the Company shall have passed a resolution to ratify and approve this Agreement and the transactions contemplated herein.

(f) Nasdaq. Pubco’s initial listing application with Nasdaq in connection with the transaction shall have been approved and, immediately following the Closing, Pubco shall satisfy any applicable initial and continuing listing requirements of Nasdaq and Pubco shall not have any notice of non-compliance that is not cured herewith, and the Pubco Ordinary Shares shall have been approved and continue to be approved for listing on Nasdaq.

(g) Pubco Officer Certificate. At or prior to the Closing, SPAC shall render all reasonable information as Pubco may request to Pubco to enable Pubco to have delivered, or caused to be delivered, to SPAC and the Company a certificate of a director or the secretary or equivalent officer of Pubco certifying that upon the consummation of the transactions contemplated herein the SPAC Shareholders will hold, by reason of holding SPAC Stock or Warrants (within the meaning of Code section 7874(a)(2)(B)(ii)(I)), less than sixty percent (60%) by vote or value of the aggregate of the outstanding Pubco Ordinary Shares, and Pubco shall have delivered, or caused to be delivered, such certificate.

(h) Net Tangible Assets. The SPAC or Pubco shall have consolidated net tangible assets of at least $5,000,001 (as calculated and determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) either immediately prior to the Closing (after giving effect to the payment of the SPAC Shareholder Redemption Amount) or upon the Closing after giving effect to the Mergers (including the payment of the SPAC Shareholder Redemption Amount), or Pubco otherwise is exempt from the provisions of Rule 419 promulgated under the Exchange Act (i.e. one of several exclusions from the “penny stock” rules of the SEC applies and the Purchaser relies on another exclusion).

Section 9.02 Conditions to the Obligations of the SPAC Parties. The obligation of the SPAC Parties to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver by SPAC) as of the Closing of the following conditions:

(a) Representations and Warranties of the Company. (i) The Company Fundamental Representations shall be true and correct in all respects (except for de minimis inaccuracies) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent they refer to another date, in which case they shall be true and correct as though made on and as of such other date) and (ii) the representations and warranties set forth in ARTICLE V (other than Company Fundamental Representations) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent they refer to another date, in which case they shall be true and correct as though made on and as of such other date as may be qualified below). SPAC shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of the Company.

(b) Covenants of the Company. The covenants and agreements of the Company Parties set forth in this Agreement to be performed or complied with at or prior to the Closing shall have been duly performed or complied with in all material respects. SPAC shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of the Company.

(c) No Company Material Adverse Effect. From the date of this Agreement, no Company Material Adverse Effect has occurred, and there shall be no event, change, circumstance, effect, development, condition or occurrence that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to have a Company Material Adverse Effect. SPAC shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of the Company.

(d) Governmental Approvals. Company Parties shall have received copies of all Governmental Approvals, if any, in form and substance reasonably satisfactory to SPAC, including but not limited to the CSRC filing, and no such Governmental Approval shall have been revoked.

(e) Ancillary Agreements. SPAC shall have received a copy of each of the Ancillary Agreements duly executed by the parties thereto and each such Ancillary Agreement shall be in full force and effect.

(f) Third Party Consents. SPAC Parties shall have received copies of the third party consents set forth on Company Disclosure Schedule 5.05 (if any) in form and substance reasonably satisfactory to SPAC, and no such consents shall have been revoked.

(g) [Reserved]

(h) Good Standing. The Company shall have delivered to SPAC a good standing certificate (or similar documents applicable for such jurisdictions) for each Company Party certified as of a date no earlier than ten (10) days prior to the Closing Date from the proper governmental authority of each such Company Party’s jurisdiction of organization and from each other jurisdiction in which each such Company Party is qualified to do business as a foreign entity as of the Closing, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions.

(i) Officer’s Certificate. At or prior to the Closing, the Company shall have delivered, or caused to be delivered, to SPAC a certificate of a director or the secretary or equivalent officer of each Company Party certifying that attached thereto are true, correct and complete copies of all resolutions adopted by the board of directors or equivalent body of each Company Party authorizing the execution, delivery, and performance of this Agreement and the transactions contemplated by this Agreement, and that all such resolutions are in full force and effect and are all of the resolutions adopted in connection with the transactions contemplated by this Agreement.

(j) FPI Status. At the Closing, Pubco shall be a “foreign private issuer” as defined in Rule 3b-4 promulgated under the Securities Act.

(k) PIPE Investments. The cash proceeds available to either the SPAC Parties or the Company Parties from the PIPE Investment shall be no less than an aggregate of $10,000,000.

(m) Supplementary Agreement. The Company shall have entered into a supplementary agreement (the “Supplementary Agreement”) with relevant parties of the Framework Agreement-Capital Increase (框架协议-增资扩股), which was entered into by and among the Company, Fontier Limited, Wishluck Limited, Star Sparkling Limited, GZY Group Limited, XXW Investment Limited and SHIMF Investment Limited on July 10, 2021. The Supplementary Agreement shall stipulate that the remaining investment with a total amount of RMB80 million of Fontier Limited and Wishluck Limited shall not be paid, and the Company shall not need to issue any additional shares to Fontier Limited and Wishluck Limited correspondingly.

(n) Employee Related Agreements. Company Parties shall have entered into an employment agreement and a confidentiality, non-compete, non-solicitation agreement, each in form and substance satisfactory to the SPAC, with each key employees (including but not limited to Xingwei Xue (薛兴伟), Mingfeng Shi (史命锋), Yekun Guo (郭烨堃), Jiangyun He (何江云), Haining Li (李海宁), Xiang Hu (胡翔), Dujian Huang(黄杜坚) and Weiwei Shan (山维维)) of the Company Parties. Additionally, invention assignment agreements, in form and substance satisfactory to the SPAC, shall be signed with key employees, including but not limited to Xingwei Xue (薛兴伟), Mingfeng Shi (史命锋), Yekun Guo (郭烨堃), Xiang Hu (胡翔), and Duijian Huang (黄杜坚).

Section 9.03 Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Shareholders’ Representative) as of the Closing of the following conditions:

(a) Representations and Warranties. (i) The SPAC Fundamental Representations shall be true and correct in all respects (except for de minimis inaccuracies) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent they refer to another date, in which case they shall be true and correct as though made on and as of such other date) and (ii) the representations and warranties set forth in ARTICLE VI (other than the SPAC Fundamental Representations) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent they refer to another date, in which case they shall be true and correct as though made on and as of such other date as may be qualified below). The Shareholders’ Representative shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of SPAC.

(b) Covenants. The covenants and agreements of SPAC set forth in this Agreement to be performed or complied with at or prior to the Closing shall have been duly performed or complied with in all material respects. The Shareholders’ Representative shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of SPAC.

(c) Ancillary Agreements. The Company shall have received a copy of each of the Ancillary Agreements duly executed by the parties thereto and such Ancillary Agreement shall be in full force and effect.

ARTICLE X

TERMINATION

Section 10.01 Termination. This Agreement may be terminated, and the transactions contemplated hereby abandoned, at any time prior to the Closing as follows:

(a) by mutual written consent of SPAC and the Company; or

(b) by SPAC or the Company, if the Closing has not occurred on or before June 30, 2025 (the “Outside Date”), unless the absence of such occurrence shall be due to the failure of SPAC, on the one hand, or any Company Party, on the other hand, to materially perform its obligations under this Agreement required to be performed by it on or prior to the Outside Date; or

(c) by SPAC or the Company if (i) there shall be any Law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or (ii) any Governmental Authority shall have issued a Governmental Order restraining or enjoining the transactions contemplated by this Agreement, and such Governmental Order shall have become final and non-appealable; or

(d) by SPAC if (i) SPAC is not in material breach of any of its obligations hereunder and (ii) any Company Party is in material breach of any of its representations, warranties or obligations hereunder that renders or could reasonably be expected to render the conditions set forth in Section 9.02(a) or Section 9.02(b) incapable of being satisfied on the Outside Date, and such breach is either (A) not capable of being cured prior to the Outside Date or (B) if curable, is not cured within the earlier of (x) thirty (30) days after the giving of written notice by SPAC to the Company and (y) two (2) Business Days prior to the Outside Date; or

(e) by SPAC if (i) SPAC is not in material breach of any of its obligations hereunder and (ii) the Company fails to perform the covenants set forth in Section 7.20 within the time period promulgated therein; or

(f) by the Company or the Shareholders’ Representative if (i) no Company Party is in material breach of any of its obligations hereunder and (ii) SPAC is in material breach of any of its representations, warranties or obligations hereunder that renders or could reasonably be expected to render the conditions set forth in 9.03(a) or 9.03(b) incapable of being satisfied on the Outside Date, and such breach is either (A) not capable of being cured prior to the Outside Date or (B) if curable, is not cured within the earlier of (x) thirty (30) days after the giving of written notice by the Company to SPAC and (y) two (2) Business Days prior to the Outside Date; or

(g) by either SPAC or the Company, if SPAC fails to obtain the Required SPAC Shareholder Approval upon vote taken thereon at a duly convened SPAC Special Meeting (or at a meeting of the SPAC Shareholders following any adjournment or postponement thereof).

Section 10.02 Procedure upon Termination. In the event of termination and abandonment by the Shareholders’ Representative, the Company or SPAC, pursuant to Section 10.01, written notice thereof shall forthwith be given to the other parties, and this Agreement shall terminate, without further action by any of the parties hereto.

Section 10.03 Effect of Termination. If this Agreement is terminated in accordance with Section 10.01, this Agreement shall thereafter become void and have no effect, and no party shall have any Liability to any other party, its Affiliates or any of their respective directors, officers, employees, equityholders, partners, members, agents or representatives in connection with this Agreement, except that (a) the obligations of the parties contained in the Confidentiality Agreement, this Section 10.03 and ARTICLE X shall survive; (b) termination will not relieve any party from Liability for any willful and material breach of this Agreement or willful misconduct or Fraud prior to such termination; (c) if SPAC terminates this Agreement pursuant to Section 10.01(d), then, promptly (and in any event within twenty (20) Business Days) after such termination, the Company shall reimburse SPAC for any and all reasonable costs and expenses with proof of invoice (including legal and accounting fees and expenses) incurred by SPAC in connection with the negotiation, execution and delivery of this Agreement and the transactions contemplated hereby (“SPAC Reimbursed Fees”) by making the payment of the SPAC Reimbursed Fees through wire transfer of same-day funds to an account designated in writing by the SPAC (which account shall be designated by the SPAC upon written request to allow the Company to pay or cause to be paid the SPAC Reimbursed Fees payable hereunder within the time period required); and (d) if the Company or the Shareholders’ Representative terminates this Agreement pursuant to Section 10.01(f), then, promptly (and in any event within twenty (20) Business Days) after such termination, SPAC shall reimburse the Company for any and all reasonable costs and expenses with proof of invoice (including legal and accounting fees and expenses) incurred by the Company in connection with the negotiation, execution and delivery of this Agreement and the transactions contemplated hereby (“Company Reimbursed Fees”) by making the payment of the Company Reimbursed Fees through wire transfer of same-day funds to an account designated in writing by the Company (which account shall be designated by the Company upon written request to allow SPAC to pay or cause to be paid the Company Reimbursed Fees payable hereunder within the time period required).

Section 10.04 Termination Fee. In the event that this Agreement is terminated by the SPAC pursuant to Section 10.01(e), the Company shall pay or cause to be paid $2,500,000 (the “Termination Fee”) to the SPAC or its designee through wire transfer of same-day funds within two (2) Business Days of such termination to an account designated in writing by the SPAC (which account shall be designated by the SPAC upon written request to allow the Company to pay or cause to be paid the Termination Fee payable hereunder within the time period required).

ARTICLE XI

INDEMNIFICATION

Section 11.01 Survival. The representations and warranties set forth in ARTICLE V shall survive until the date that is the twelve (12)-month anniversary of the Closing Date (the “Survival Period”). Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent details are known at such time) and in writing by notice from a non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved. The parties specifically and unambiguously intend that the survival periods that are set forth in this Section 11.01 shall replace any statute of limitations that would otherwise be applicable.

Section 11.02 Indemnification by the Company. Subject to the other terms and conditions of this ARTICLE XI, from and after the Closing, the Company shall indemnify and defend each of SPAC and its Affiliates and their respective Representatives (collectively, the “SPAC Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the SPAC Indemnitees based upon or arising out of or by reason of:

(a) any inaccuracy in or breach of any Company Fundamental Representation, as of the date of this Agreement or as of the Closing Date as though made on and as of the Closing Date (except to the extent they refer to another date, the inaccuracy in or breach of which will be determined with reference to such other date);

(b) any inaccuracy in or breach of any of the representations or warranties set forth in ARTICLE V (other than any Company Fundamental Representation), as of the date of this Agreement or as of the Closing Date as though made on and as of the Closing Date (except to the extent they refer to another date, the inaccuracy in or breach of which will be determined with reference to such other date);

(c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by any Company Party pursuant to this Agreement;

(d) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Shareholders’ Representative pursuant to this Agreement;

(e) any inaccuracy in the amount of Closing Company Debt or Closing Company Cash, in each case, as reflected in the Closing Statement;

(f) any claims made by Company Shareholders in their capacities as such in respect of the allocation of the Closing Date Share Merger Consideration, or for any events, facts or circumstances occurring at or prior to the Closing;

（g） SPAC或在結案後SPAC或公司就適用法律規定的異議人權利提起的訴訟進行辯護 由公司異議股份的任何持有人提供;或

（h） 任何公司服務提供商或政府當局或代表任何公司服務提供商或政府當局提起的任何實際或威脅訴訟，指控違反 合同或違反有關工資和工作時間、工人分類、工人補償、工作授權的任何適用法律 或與關閉之前的任何時期有關的移民。

部分 11.03 侷限性;調查的效果.第11.02條規定的賠償應遵守以下規定 侷限性：

(A) 公司在本協議項下的最大責任，包括本條款xi或其他與交易有關的責任 本協議所預期的，在任何情況下不得超過截止日期股票合併對價的15.0% “可賠償損失限額“)。此外，SPAC受賠方無權根據本協議獲得賠償。 第11.02節，除非和直到SPAC受賠人的損失總額至少等於125,000美元(「籃子」)， 屆時，在可賠償損失限額的限制下，SPAC受賠人有權獲得上述任何損失的賠償 籃子。根據本協議，本公司不承擔賠償SPAC受賠方的責任或義務 基於空間已知的任何事項、事實或情況而違反或不準確的任何陳述、保證、契諾或協議 受賠方或其任何代表或在本協議任何附表所列信息中披露的。

（b） 儘管任何SPAC受償人都有權根據或就更多內容提出賠償索賠 對於任何事實、事件、條件或情況，本協議中的一項條款以上，SPAC受償人均無權 多次追回該SPAC受償人遭受的任何損失的金額，無論該損失是否可能是由於 違反不止一項陳述、保證、義務或契約或其他。此外，任何賠償責任 應確定以下內容，不得因引起此類責任的事實狀況或違約而重複追回 不止一個陳述、保證、契約或協議（如適用）。

（c） 確定因任何陳述或陳述（但不存在任何不準確或違反）而產生的損失金額或 保證的確定應不考慮任何重要性、公司重大不利影響或包含的其他類似資格 此類陳述或保證中或以其他方式適用於此類陳述或保證。

（d） 公司（或其他公司方，如適用）和SPAC的陳述、保證、契約和協議 受償人就此獲得賠償的權利不應因任何調查而受到影響或被視爲放棄 由SPAC受償人或其代表（包括其任何代表）或由於SPAC受償人 或其任何代表知道或應該知道任何此類陳述或保證是、曾經或可能是不準確的或由 SPAC受償人放棄中規定的任何條件 第7.02節或第7.03節，視情況而定 是.

（e） 公司據此付款 Xi文章 有關任何損失的金額應僅限於任何責任或 扣除任何保險收益和任何賠償、繳款或其他類似付款後剩餘的損害 SPAC受償人收到有關任何此類索賠的信息，並且每個SPAC受償人應利用其合理的商業努力 收回任何此類保險單或合同項下保險公司或其他第三方應付的所有金額。

（f） 如果公司付款後確定從以下要求的任何賠償付款中扣除的金額 SPAC受償人根據本協議另行要求支付的任何金額，SPAC受償人應立即償還 在此確定後，如果在 付款時間。

（g） 儘管本協議有任何其他相反規定，SPAC受償人及其任何關聯公司均不得擁有任何 本協議項下就稅款或基於稅款獲得賠償的權利，只要該稅款（i）歸因於任何 除截止日期或之前結束的納稅期（或跨期的一部分）之外的納稅期，但任何此類應占稅款除外 違反中規定的陳述和保證 第5.15（d）、（e）、（f）和（i）節，（ii）由於不可用 在任何淨運營虧損、抵免或其他稅務屬性截止日期後開始的任何納稅期（或其部分） 截止日期或之前結束的納稅期（或其部分），或（iii）因以下各方採取的任何交易或行動而產生 SPAC或其任何關聯公司（包括但不限於公司）在交易結束後的交易日發生未考慮的情況 根據本協議。

部分 11.04 第三方索賠.

(A) 如果任何SPAC受賠人收到關於主張或開始任何訴訟的書面通知，而該人不是 本協議一方或本協議一方的關聯方(a“第三方索賠“)針對上述SPAC彌償受償人 根據本協議，本公司有義務提供賠償的，SPAC賠償對象應向本公司提供 合理地及時發出書面通知，但無論如何不得遲於SPAC受賠人知道後三十(30)天 這樣的第三方主張。然而，未能給予合理及時的書面通知並不解除公司的賠償責任 義務，除非且僅限於公司因此而導致實質性權利或抗辯的重大減損 失敗了。SPAC受賠人發出的此類通知應合理詳細地描述第三方索賠，只要該等細節符合當時的情況 已知的，應包括其所有材料書面證據的副本，並應表明估計金額，在該金額的範圍內 可在此時合理估計SPAC受賠人已經遭受或可能遭受的損失。

(B) 公司有權參與或向SPAC發出書面通知，就任何第三方索賠承擔抗辯責任 費用由公司承擔，並由公司自己的律師承擔，SPAC賠償對象應真誠合作 防守；提供公司無權承擔辯護，但有權參與 在以下情況下，任何此類第三方索賠：此類第三方索賠尋求作爲其下的實質性補救措施的禁令或其他 對SPAC受償人的公平救濟。如果公司承擔任何第三方索賠的抗辯， 第11.04(D)條，有權採取其認爲必要的行動，以避免、爭議、辯護、上訴或作出 以SPAC受償人的名義和代表SPAC提出的與任何此類第三方索賠有關的反索賠。SPAC賠償對象應具備 有權參與任何第三方索賠的辯護，並由其選擇律師，但公司有權 控制自己的防守。該律師的費用和支出應由SPAC受賠方承擔；提供 如果根據SPAC受償人的律師的合理判斷，(A)SPAC受償人有實質性的法律抗辯 除本公司可獲得的外，或(B)本公司與SPAC賠償對象之間存在利益衝突 不能放棄，公司應承擔每個司法管轄區SPAC賠償對象律師的合理費用和開支 SPAC賠償對象合理地確定需要不同的律師，但受本文所述限制的限制。

（c） 如果公司選擇不妥協或捍衛該第三方索賠，則未能合理及時地通知SPAC受償人 書面選擇按照本協議的規定進行辯護，或未能勤奮地爲該第三方索賠進行辯護， SPAC受償人可以，但須遵守 第11.04（d）節、支付、妥協和捍衛此類第三方索賠，並尋求賠償 對於基於該第三方索賠、產生或與該第三方索賠相關的任何及所有損失。

(D) 即使本協議有任何相反規定，公司在沒有事先書面通知的情況下不得就任何第三方索賠達成和解 SPAC受償人的同意(此類同意不得被無理拒絕、附加條件或延遲)，除非本部分 11.04(D)。如果提出實盤以解決第三方索賠，而不導致責任或產生財務或其他 並以慣例的形式規定無條件釋放每一名SPAC受賠人 免除與該第三方索賠有關的所有責任和義務，並且公司希望接受並同意該要約， 公司應就此向SPAC賠償對象發出書面通知。如果SPAC賠償人不同意該實盤 在收到此類通知後的十(10)個工作日內，SPAC受賠方可以繼續對該第三方提出抗辯或辯護 索賠自費，在這種情況下，公司對該第三方索賠的最高責任不應超過 此類和解要約的金額。如果SPAC賠償人不同意該實盤，也不承擔對該實盤的抗辯 第三方索賠，公司可根據該確定要約中規定的條款就第三方索賠達成和解 認領。如果SPAC受賠人已根據第11.04(B)條、它不應同意任何解決方案，除非 公司的書面同意(同意不得無理拒絕、附加條件或拖延)。

（e） SPAC受償人和公司應合作，以確保對第三方索賠進行適當和充分的辯護，包括 通過提供彼此相關書籍和記錄的合理訪問權限、保存此類書籍和記錄以及讓員工 和代表在正常工作時間內在雙方方便的基礎上提供額外信息和解釋 以下提供的任何材料。SPAC受償人和公司應採取合理的商業努力來避免生產 機密信息（符合適用法律），並促成員工、律師和其他代表之間的所有溝通 提出第三方索賠的任何一方是爲了保留任何適用的律師-客戶或工作-產品特權。

Section 11.05 Direct Claims. Any Action by a SPAC Indemnitee on account of a Loss that does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by the SPAC Indemnitee giving the Company reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the SPAC Indemnitee becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Company of its indemnification obligations, except and only to the extent that the Company incurs material impairment of material rights or defenses by reason of such failure. Such notice by the SPAC Indemnitee shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, to the extent such amount can be reasonably estimated at such time, of the Loss that has been or may be sustained by the SPAC Indemnitee. The Company shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. The SPAC Indemnitee shall allow the Company and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the SPAC Indemnitee shall assist the Company’s investigation by giving such information and assistance as the Company or any of its professional advisors may reasonably request. If the Company does not so respond within such thirty (30) day period, then the Company shall be deemed to have rejected such claim, in which case the SPAC Indemnitee shall be free to pursue such remedies as may be available to the SPAC Indemnitee on the terms and subject to the provisions of this Agreement.

Section 11.06 Determination of Loss. Once a Loss required to be paid in cash is agreed to by the Company or adjudicated (as finally determined by a court of competent jurisdiction in a non-appealable judgment) to be payable in cash by the Company pursuant to this ARTICLE XI, the Company shall deposit, or cause to be deposited with the applicable SPAC Indemnitee, the amount of such Loss to be satisfied in cash pursuant hereto by wire transfer of immediately available funds to an account or accounts designated by SPAC in writing. The parties hereto agree that should the Company not make the full cash payment within ten (10) days of such agreement or adjudication, as applicable, any amount payable shall accrue interest from the date of agreement of the Company or adjudication to the date such payment has been made at the Interest Rate.

Section 11.07 Tax Treatment of Indemnification Payments. The parties agree that all indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the aggregate Transaction consideration for Tax purposes, unless otherwise required by Law.

Section 11.08 Exclusive Remedy. Except as provided in ARTICLE VI or Section 12.07, the indemnification provisions of this ARTICLE XI shall be the sole and exclusive remedy of the SPAC Indemnitees following the Closing for any and all breaches or alleged breaches by the Company of any of its representations, warranties, covenants or agreements, or any other provision of this Agreement; provided, that nothing in this Section 11.08 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled pursuant to Section 12.07 or to seek any remedy on account of any party’s willful misconduct or Fraud.

Section 11.09 Escrow of Escrow Shares by Escrow Participants. The Company hereby authorizes the Pubco to deliver the Escrow Shares into escrow (the “Escrow Fund”) pursuant to the Escrow Agreement. For purposes of this Article XI, the Escrow Shares are valued at $10.00 per share of Pubco Ordinary Shares (the “Escrow Share Value”).

(a) Escrow Shares; Payment of Dividends; Voting. Any dividends, interest payments, or other distributions of any kind made in respect of the Escrow Shares will be delivered promptly to the Escrow Agent to be held in escrow (the “Escrow Income”). The Escrow Participants shall be entitled to vote such Escrow Participants’ Escrow Shares on any matters to come before the shareholders of the Pubco. It is intended that for U.S. federal income tax purposes that while the Escrow Shares are held by the Escrow Agent, the Escrow Participants shall be treated as the owner of the Escrow Shares, and to the extent required by Law, the Escrow Agent shall report in a manner consistent with such treatment.

(b) Distribution of Escrow Shares. At the times provided for in Section 11.09(d), the Escrow Shares shall be distributed to the Escrow Participants. Pubco will take such action as may be necessary to cause such certificates to be issued in the names of the appropriate persons. Certificates representing Escrow Shares so issued that are subject to resale restrictions under applicable securities laws will bear a legend to that effect. No fractional shares shall be released and delivered from the Escrow Fund and all fractional shares shall be rounded down to the nearest whole share.

(c) Assignability. Other than for estate planning purposes, no Escrow Shares or any beneficial interest therein may be pledged, sold, assigned or transferred, including by operation of law, by the Escrow Participants or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of the Escrow Participants, prior to the delivery to such Escrow Participants of the Escrow Fund by the Escrow Agent as provided herein.

(d) Release from Escrow Fund. As soon as practicable, but in no event later than five (5) Business Days, following expiration of the Survival Period (the “Release Date”), the Escrow Shares will be released from escrow to the Escrow Participants less the number of Escrow Shares (at an assumed value equal to the Escrow Share Value per Escrow Share) reasonably necessary to serve as security for Losses set forth in any Indemnification Notice delivered by the SPAC Indemnitees prior to the expiration of the Survival Period that remain pending and unresolved. Prior to the Release Date, the Shareholders’ Representative and the SPAC shall jointly issue to the Escrow Agent a certificate executed by each of them instructing the Escrow Agent to release such number of Indemnification Escrow Shares determined in accordance with this Section 10.3(d). Promptly, but in no event later than five (5) Business Days, following the resolution in accordance with the provisions of this Article X of any claim(s) for indemnification that remain unresolved as of the Release Date the Shareholders’ Representative and the SPAC shall jointly issue to the Escrow Agent a certificate executed by each of them instructing the Escrow Agent to release to the Escrow Participants the number of Escrow Shares retained in escrow following the resolution of such claim(s) and not released to SPAC.

11.10 Payment of Indemnification. In the event that any SPAC Indemnitee is entitled to any indemnification for any Losses pursuant to this Agreement or otherwise in connection with the transactions contemplated by this Agreement, the Company shall make or cause to be made the indemnification payment by (i) delivering a number of Pubco Ordinary Shares from the Escrow Shares (at an assumed value equal to the Escrow Share Value per Escrow Share) to such SPAC Indemnitee, and (2) causing Mingfeng Shi and Xingwei Xue to deliver a number of Pubco Ordinary Shares equal to the remaining portion of the indemnification for any Loss, if applicable, to such SPAC Indemnitee, in each case, subject to the limitations set forth in this Article XI. Any payments to SPAC Indemnitees from the Escrow Shares pursuant to this Section 11.10 shall be treated as an adjustment to the Closing Date Share Merger Consideration payable to the Escrow Participants for U.S. federal income tax purposes unless otherwise required by applicable Law.

ARTICLE XII

MISCELLANEOUS

Section 12.01 Entire Agreement. This Agreement and the Ancillary Agreements to which the parties are party constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, except for the Confidentiality Agreement which will remain in full force and effect until the Closing. The parties each hereby acknowledge that this Agreement embodies the justifiable expectations of sophisticated parties derived from arm’s-length negotiations, and all parties specifically acknowledge that no party has any special relationship with another party that would justify any expectation beyond that of an ordinary buyer and an ordinary seller in an arm’s-length transaction. The sole and exclusive remedies for any breach of the terms and provisions of this Agreement (including any representations and warranties set forth herein, made in connection herewith or as an inducement to enter into this Agreement) or any claim or cause of action otherwise arising out of or related to the transactions contemplated hereby shall be those remedies available at law or in equity for breach of contract against the parties only (as such contractual remedies have been further limited or excluded pursuant to the express terms of this Agreement, including by Section 11.08 if the Closing occurs), and the parties hereby agree that no party shall have any remedies or causes of action (whether in contract, tort or otherwise) for any statements, communications, disclosures, failures to disclose, or representations or warranties not explicitly set forth in this Agreement, except in the case of willful misconduct or Fraud. All representations and warranties set forth in this Agreement are contractual in nature only and subject to the sole and exclusive remedies set forth herein. Further, no Person is asserting the truth of any factual statements contained in any representation and warranty set forth in this Agreement; rather, the parties have agreed that should any representations and warranties of any party prove inaccurate, the other party shall have the specific remedies herein specified as the exclusive remedy therefor, except in the case of willful misconduct or Fraud.

Section 12.02 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 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 and email addresses (or to such other address or email address as a party may have specified by notice given to the other parties pursuant to this provision):

To PubCo, Merger Sub 1, Merger Sub 2, the Company and/or the Shareholders’ Representative:

Shanghai Maius Pharmaceutical Technology Co., Ltd.

Room 913, Building 1, No. 515 Huanke Road, Pudong New District,

Shanghai, China

with a copy to (which shall not constitute notice):

Sichenzia Ross Ference Carmel, LLP
1185 Avenue of the Americas, 31^st Floor
New York, NY 10036

To SPAC:

DT Cloud Acquisition Corporation

30 Orange Street

London, United Kingdom

with a copy (which shall not constitute notice) to:

Wilson Sonsini Goodrich & Rosati, Professional Corporation

Unit 2901, 29F, Tower C, Beijing Yintai Centre, No. 2 Jianguomenwai Avenue

Chaoyang District, Beijing, China

Section 12.03 Amendment; Modification and Waiver. Any provision of this Agreement may be amended, modified or waived if, and only if, such amendment, modification or waiver is in writing and signed, in the case of an amendment or modification, by SPAC and the Shareholders’ Representative, or in the case of a waiver, by the party against whom the waiver is to be effective; provided, however, that after the adoption of this Agreement by the Requisite Company Shareholder Approval, no amendment shall be made that by Law requires further approval by the Company Shareholders without obtaining such requisite approval under the Cayman Companies Act, except to the extent the approval of the Company Shareholders can be given by the Shareholders’ Representative under applicable Law. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 12.04 Successors and Assigns. Neither this Agreement nor any of the rights, interests or obligations under it may be directly or indirectly assigned, delegated, sublicensed or transferred by any of the parties, in whole or in part, to any other Person (including any bankruptcy trustee) by operation of law or otherwise, whether voluntarily or involuntarily, without the prior written consent of the other parties, and any attempted or purported assignment in violation of this Section 12.04 will be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by each of the parties and their respective heirs, executors, administrators, successors, legal representatives and assigns (including, with respect to any trust, any additional or successor trustees of any such trust).

Section 12.05 No Third-Party Beneficiaries. Nothing expressed or implied in this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities upon any Person other than the parties and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns; provided, however, that the provisions of ARTICLE XI are intended to be for the benefit of, and shall be enforceable by, each Covered Person and each SPAC Covered Person, as applicable, and each such Person’s heirs, legatees, representatives, successors and assigns, it being expressly agreed that such Persons shall be third-party beneficiaries of such sections.

Section 12.06 Governing Law; Jurisdiction; WAIVER OF JURY TRIAL.

(a) This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arising out of or relating to this Agreement or the negotiation, execution and delivery or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the Laws of the State of New York, without regard to its applicable principles of conflicts of laws that might require the application of the laws of another jurisdiction.

(b) Each of the parties hereby irrevocably and unconditionally (i) submits, for itself and its property, to the exclusive jurisdiction and venue within the State of New York (“New York Courts”), and any appellate court from any decision thereof, in any Action that may be based upon, arise of or relate to this Agreement or the negotiation, execution and delivery or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the New York Courts, (ii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action that may be based upon, arise out of or relate to this Agreement or the negotiation, execution and delivery or performance of this Agreement in the New York Courts, including any objection based on its place of incorporation or domicile, (iii) waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (iv) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 12.02 or in any other manner permitted by applicable Law.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY FOR ANY DISPUTE BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH, TERMINATION OR VALIDITY THEREOF OR ANY TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NONE OF THE OTHER PARTIES NOR THEIR REPRESENTATIVES, AGENTS OR ATTORNEYS HAVE REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTIES WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS OF THIS Section 12.06(c). ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 12.07 Specific Performance. The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached or threatened to be breached and that money damages or other legal remedies would not be an adequate remedy for any such failure to perform or breach. It is accordingly agreed that without posting bond or other undertaking, the parties shall be entitled to seek injunctive or other equitable relief to prevent breaches or threatened breaches of this Agreement and to seek to enforce specifically the terms and provisions of this Agreement in any court of competent jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. In the event that any such action is brought in equity to enforce the provisions of this Agreement, no party will allege, and each party hereby waives the defense or counterclaim, that there is an adequate remedy at law. The parties further agree that (a) by seeking any remedy provided for in this Section 12.07, a party shall not in any respect waive its right to seek any other form of relief that may be available to such party under this Agreement and (b) nothing contained in this Section 12.07 shall require any party to institute any action for (or limit such party’s right to institute any action for) specific performance under this Section 12.07 before exercising any other right under this Agreement. If, prior to the Outside Date, any party brings any Action in accordance with this Agreement to enforce specifically the performance of the terms and provisions hereof against any other party, the Outside Date shall be automatically extended (i) for the period during which such Action is pending, plus ten (10) Business Days or (ii) by such other time period established by the court presiding over such action on good cause shown, as the case may be.

Section 12.08 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to constitute an original, but all of which shall constitute one and the same agreement, and may be delivered by facsimile or other electronic means intended to preserve the original graphic or pictorial appearance of a document.

Section 12.09 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is found by a court or other Governmental Authority of competent jurisdiction to be invalid or unenforceable, (a) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction and (b) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.

Section 12.10 Expenses. Except as otherwise expressly provided in this Agreement, whether or not the transactions contemplated by this Agreement are consummated, all the SPAC Transaction Expenses shall be borne by SPAC, and all the Company Transaction Expenses shall be borne by the applicable Company Party; provided, however, that if the Closing occurs, each party’s direct and indirect costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, including the SPAC Transaction Expenses and the Company Transaction Expenses, will be paid from the capital of Pubco.

Section 12.11 Shareholders’ Representative.

(a) In addition to the other rights and authority granted to the Shareholders’ Representative elsewhere in this Agreement and except as expressly provided herein, by participating in the execution and delivery of this Agreement and receiving the benefits thereof, including the right to receive the consideration payable in connection with the transactions contemplated by this Agreement, each Company Shareholder (which, for the purpose of this Section 12.11, shall also mean each Company Shareholder) hereby irrevocably authorizes and appoints Shareholders’ Representative as agent, attorney-in-fact and representative to act for and on behalf of such Company Shareholder regarding any matter under this Agreement or relating to the transactions contemplated hereby, with full power of substitution to act in the name, place and stead of such Company Shareholder and to act on behalf of such Company Shareholder with respect to the transactions contemplated hereby, including in any amendment of or dispute, litigation or arbitration involving this Agreement and to do or refrain from doing all such further acts and things, and to execute all such documents, as the Shareholders’ Representative shall determine to be necessary or appropriate in conjunction with any of the transactions contemplated by this Agreement. This power of attorney and all authority hereby conferred is coupled with an interest and is irrevocable and shall not terminate or otherwise be affected by the death, disability, incompetence, bankruptcy or insolvency of any Company Shareholder. Except as expressly provided herein, no Company Shareholder shall directly have the right to exercise any right hereunder, it being understood and agreed that all such rights shall only be permitted to be exercised by the Shareholders’ Representative on behalf of the Company Shareholders. Without limiting the generality of the foregoing, the Shareholders’ Representative has full power and authority, on behalf of each Company Shareholder and such Company Shareholder’s successors and assigns, to: (i) interpret the terms and provisions of this Agreement and the documents to be executed and delivered by the Company Shareholders in connection herewith, (ii) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments, and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement, (iii) receive service of process in connection with any claims under this Agreement, (iv) agree to, negotiate, enter into settlements and compromises of, assume the defense of Third-Party Claims, prosecute and defend claims for indemnification under ARTICLE XI and comply with orders of courts with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholders’ Representative for the accomplishment of the foregoing, (v) give and receive notices and communications, (viii) assert the attorney-client privilege on behalf of the Company Shareholders with respect to any communications that relate in any way to the transactions contemplated hereby, (ix) deliver to SPAC any and all Ancillary Agreements executed by the Company Shareholders and deposited with the Shareholders’ Representative, upon the Shareholders’ Representative’s determination that the conditions to Closing have been satisfied or waived and (x) take all actions necessary or appropriate in the judgment of the Shareholders’ Representative on behalf of the Company Shareholders in connection with this Agreement.

(b) Service by the Shareholders’ Representative shall be without compensation except for the reimbursement by the Company Shareholders of out-of-pocket expenses and indemnification specifically provided herein.

(c) Notwithstanding Section 12.11(a), if the Shareholders’ Representative believes that he or she requires further authorization or advice from any Company Shareholder on any matters concerning this Agreement or any other agreement contemplated hereby, the Shareholders’ Representative will be entitled, but not obligated, to seek such further authorization solely from such Company Shareholder.

(d) From and after the date hereof, but except as expressly provided herein, each of SPAC and the Company is entitled to deal exclusively with the Shareholders’ Representative on all matters relating to this Agreement and the transactions contemplated hereby. A decision, act, consent or instruction of the Shareholders’ Representative constitutes a decision of all the Company Shareholders in respect of this Agreement and the transactions contemplated hereby. Such decision, act, consent or instruction is final, binding and conclusive upon each Company Shareholder, and each of SPAC and the Company shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Company Shareholder by the Shareholders’ Representative, and on any other decision, act, consent or instruction taken or purported to be taken on behalf of any Company Shareholder by the Shareholders’ Representative, as being fully binding upon such Person. Notices or communications to or from the Shareholders’ Representative will constitute notice to or from each Company Shareholder.

(e) The Shareholders’ Representative may resign at any time, and may appoint a new Shareholders’ Representative to act in his or her stead, and may be removed for any reason or no reason by the vote or written consent of the Company Shareholders holding a majority of the Company Ordinary Shares as of the date hereof; provided, however, in no event shall the Shareholders’ Representative be removed without the Company Shareholders holding a majority of the Company Ordinary Shares having first appointed a new Shareholders’ Representative who shall assume such duties immediately upon the removal of the Shareholders’ Representative. In the event of the death, incapacity, or removal of the Shareholders’ Representative, a new Shareholders’ Representative shall be appointed by the vote or written consent of the Company Shareholders holding a majority of the Company Ordinary Shares as of the date hereof and a copy of the written consent or minutes appointing such new Shareholders’ Representative shall be sent to SPAC, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by SPAC; provided that until such notice is received, SPAC and the Company shall be entitled to rely on the decisions and actions of the prior Shareholders’ Representative as described in this Section 12.11.

(f) The Shareholders’ Representative shall hold and be entitled to use the Shareholders’ Representative Fund, defined below, for the purposes of paying for, or reimbursing the Shareholders’ Representative for, any and all costs and expenses (including counsel and legal fees and expenses) incurred by the Shareholders’ Representative in connection with the protection, defense, enforcement or other exercise or fulfillment of any rights or obligations under this Agreement (collectively, the “Shareholders’ Representative Expenses”). The Shareholders’ Representative shall hold the Shareholders’ Representative Fund in a segregated bank account and shall not comingle it with any other funds (the “Representative Fund”). At such time as the Shareholders’ Representative deems appropriate, the Shareholders’ Representative shall distribute to the Company Shareholders (in accordance with their respective Pro Rata Portion) the remaining Shareholders’ Representative Fund. The Shareholders’ Representative will be promptly reimbursed by the Company Shareholders (based on their respective Pro Rata Portion) for Shareholders’ Representative Expenses not covered by the Shareholders’ Representative Fund upon demand.

(g) The Company Shareholders, severally and not jointly (based on their Pro Rata Portion), agree to indemnify and hold harmless the Shareholders’ Representative (in his or her capacity as such) for and from any Loss or Liability he or she may incur or be subject to as a result of his duties hereunder or any of his actions or inactions as such, except as may result from the Shareholders’ Representative’s actions that would constitute fraud or willful misconduct.

(h) The Shareholders’ Representative shall have no duties or responsibilities except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of any Company Shareholder shall otherwise exist against the Shareholders’ Representative. The Shareholders’ Representative shall not be liable to any Company Shareholder relating to the performance of the Shareholders’ Representative’s duties or exercise of any rights under this Agreement for any errors in judgment, negligence, oversight, breach of duty or otherwise except to the extent it is finally determined in a court of competent jurisdiction by clear and convincing evidence that the actions taken or not taken by the Shareholders’ Representative constituted actual fraud or were taken or not taken in bad faith. The Shareholders’ Representative shall be indemnified and held harmless by the Company Shareholders against all losses, including costs of defense, paid or incurred in connection with any action, suit, proceeding or claim to which the Shareholders’ Representative is made a party by reason of the fact that the Shareholders’ Representative was acting as the Shareholders’ Representative pursuant to this Agreement; provided, however, that the Shareholders’ Representative shall not be entitled to indemnification hereunder to the extent it is finally determined in a court of competent jurisdiction by clear and convincing evidence that the actions taken or not taken by the Shareholders’ Representative constituted actual fraud or were taken or not taken in bad faith. The Shareholders’ Representative shall be protected in acting upon any notice, statement or certificate believed by the Shareholders’ Representative to be genuine and to have been furnished by the appropriate Person and in acting or refusing to act in good faith on any matter. The Shareholders’ Representative, solely in his capacity as such, shall not be liable to SPAC or any Affiliate of SPAC by reason of this Agreement or the performance of the Shareholders’ Representative’s duties hereunder or otherwise. The foregoing indemnities will survive the Closing, the resignation or removal of the Shareholders’ Representative or the termination of this Agreement.

Section 12.12 No Recourse. Notwithstanding anything to the contrary contained herein, each Company Shareholder and the Company acknowledge and agree, both for themselves and their respective Shareholders and Affiliates, that no recourse under, based upon, arising out of or relating to this Agreement or any documents or agreements referenced herein may be had by any of them against any Affiliate of SPAC not a party to such document or agreement, any other Person or any such Affiliate’s or other Person’s respective direct or indirect former, current or future, Affiliates, general or limited partners, Shareholders, controlling persons, equityholders, managers, managing companies, members, directors, officers, employees, agents, Representatives, advisers, successors or assigns, actual or prospective financing sources or arrangers, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law.

Section 12.13 Company Disclosure Schedule.

(a) The “Company Disclosure Schedule” means the disclosure schedules delivered by the Company to SPAC and accepted by SPAC on the date hereof in connection with the execution and delivery of this Agreement (and as the same may be modified from time to time in accordance with the terms hereof).

(b) It is specifically acknowledged that the Company Disclosure Schedule may expressly provide exceptions to a particular Section of ARTICLE V notwithstanding that the Section does not state “except as set forth in Section ‘__’ of the Company Disclosure Schedule” or words of similar effect.

(c) Neither the specification of any dollar amount in any representation or warranty contained in this Agreement nor the inclusion of any specific item in the Company Disclosure Schedule is intended to vary the definition of “Company Material Adverse Effect” or to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material. Unless this Agreement specifically provides otherwise, neither the specification of any item or matter in any representation or warranty contained in this Agreement nor the inclusion of any specific item in the Company Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business.

(d) Each Section of the Company Disclosure Schedule is qualified in its entirety by reference to specific provisions of this Agreement and does not constitute, and shall not be construed as constituting, representations, warranties or covenants of any party, except as and to the extent provided in this Agreement. Certain matters set forth in the Company Disclosure Schedule are included for informational purposes only notwithstanding that, because they do not rise above applicable materiality thresholds or otherwise, they may not be required by the terms of this Agreement to be set forth herein. All attachments to the Company Disclosure Schedule are incorporated by reference into the Section of the Company Disclosure Schedule in which they are referenced.

Section 12.14 No Rescission. Following the Closing, no party shall be entitled to rescind the transactions contemplated hereby by virtue of any failure of any party’s representations and warranties herein to have been true or any failure by any party to perform its obligations hereunder.

Section 12.15 Trust Account Waiver. Reference is made to the SPAC Prospectus. Each Company Party acknowledges and agrees and understands that SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from a private placement occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public stockholders (including overallotment shares acquired by SPAC’s underwriters, the “Public Stockholders”), and SPAC may disburse monies from the Trust Account only in the express circumstances described in the SPAC Prospectus. For and in consideration of SPAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Company Party hereby agrees on behalf of itself and its representatives that, notwithstanding the foregoing or anything to the contrary in this Agreement, none of the Company Parties nor any of its Representatives does now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between SPAC or any of its Representatives, on the one hand, and, the Company Parties or any of their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”). Each Company Party, on its own behalf and on behalf of its respective Representatives, hereby irrevocably waives any Trust Account Released Claims that it or any of its respective Representatives may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, or Contracts with SPAC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with SPAC or its Affiliates). For the avoidance of doubt, (a) nothing in this Section 12.15 shall serve to limit or prohibit any Company Party’s right to pursue a claim (including for fraud) against SPAC for legal relief against monies or other assets of SPAC held outside the Trust Account or for specific performance or other equitable relief in connection with the consummation of the Transaction (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 any exercise of the SPAC Shareholder Redemption Right by any SPAC Shareholder) to SPAC in accordance with the terms of this Agreement and the Trust Agreement) and (b) nothing in this Section 12.15 shall serve to limit or prohibit any claims that a Company Party may have in the future against SPAC’s (or its successors’) 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, in each case following Closing). This Section 12.15 shall survive the termination of this Agreement for any reason.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

EXHIBIT A

Form of Lock-Up Agreement

EXHIBIT B

Form of Key Company Shareholder Support Agreement

EXHIBIT C

Form of Sponsor Support and Lock-up Agreement

SCHEDULE I

Key Company Shareholders

SCHEDULE II

Company Disclosure Schedules

SCHEDULE III

SPAC Disclosure Schedules

Exhibit 10.1

FORM OF LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of October 22, 2024 by and among DT Cloud Acquisition Corporation., a Cayman Islands exempted company (“SPAC”), Maius Pharmaceutical Co., Ltd., a Cayman Islands exempted company (the “Company”), Maius Pharmaceutical Group Co., Ltd., a Cayman Islands exempted company (“Pubco”) and the undersigned shareholder (the “Holder”).

A. SPAC, the Company, Pubco and XXW Investment Limited as the Company shareholders’ representative (the “Shareholders’ Representative”), among other parties, entered into business combination agreement dated as of October 22, 2024 (the “Merger Agreement”).

B.The Holder is or will be the record and/or beneficial owner of certain Pubco Ordinary Shares pursuant to the Merger Agreement.

C. As a condition of, and as a material inducement for Company and SPAC to enter into and consummate the transactions contemplated by the Merger Agreement, the Holder has agreed to execute and deliver this Agreement.

D. Capitalized terms not defined herein shall have the same meanings as assigned in the Merger Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

AGREEMENT

1. Lock-Up.

(a) During the Lock-up Period, the Holder agrees that it, he or she will not (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, rights or warrant to purchase, or otherwise transfer or dispose of or agree to transfer or dispose of, directly or indirectly, any of the Lock-up Shares (as defined below), or enter into a transaction that would have the same effect, (ii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up Shares or otherwise, (iii) engage in any Short Sales (as defined below) with respect to the Lock-up Shares, or (iv) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), (iii) or (iv) above is to be settled by delivery of Lock-up Shares or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), (iii) or (iv), a “Prohibited Transfer”).

(b) In furtherance of the foregoing, during the Lock-up Period, the Pubco will (i) place an irrevocable stop order on all the Lock-up Shares, including those which may be covered by a registration statement, and (ii) notify the Pubco’s transfer agent in writing of the stop order and the restrictions on the Lock-up Shares under this Agreement and direct the Pubco’s transfer agent not to process any attempts by the Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement.

(c) For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

(d) The term “Lock-up Period” means the period commencing on the Closing Date and ending on the date that is 180 days after the Closing Date (as defined in the Merger Agreement).

(e) Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Shares in connection with (a) transfers or distributions to the Holder’s direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)) or to the estates of any of the foregoing; (b) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (c) by virtue of the laws of descent and distribution upon death of the Holder; (d) pursuant to a qualified domestic relations order, (e) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a change of control of Pubco; provided, however, that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Lock-Up Shares subject to this Agreement shall remain subject to this Agreement, (f) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act; provided, however, that such plan does not provide for or permit the transfer of Lock-up Shares during the Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-up Period, (g) transfers to satisfy tax withholding obligations in connection with the exercise of options to purchase shares of Pubco Ordinary Shares or the vesting of stock-based awards, provided, however, that all Pubco Ordinary Shares received upon such exercise or vesting or transfer will remain subject to the restrictions of this Agreement during the Lock-up Period; and (h) transfers in payment on a “net exercise” or “cashless” basis of the exercise or purchase price with respect to the exercise of options to purchase Pubco Ordinary Shares; provided, however, that, in the case of any transfer pursuant to the foregoing (a) through (d) clauses, it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period.

(f) If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Pubco shall refuse to recognize any such purported transferee of the Lock-up Shares as one of its equity holders for any purpose.

(g) During the Lock-Up Period, each certificate evidencing any Lock-up Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF OCTOBER 22, 2024, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”), A CERTAIN REPRESENTATIVE OF THE ISSUER NAMED THEREIN AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

(h) For the avoidance of any doubt, Holder shall retain all of its rights as a shareholder of Pubco with respect to the Lock-up Shares during the Lock-Up Period, including the right to vote any Lock-up Shares, but subject to the obligations under the Merger Agreement.

2. Beneficial Ownership. The Holder hereby represents and warrants that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any Pubco Ordinary Shares, or any economic interest in or derivative of such shares, other than those Pubco Ordinary Shares issued or will be issued pursuant to the Merger Agreement (the “Merger Shares”). For purposes of this Agreement, the Merger Shares beneficially owned by the Holder, together with any other SPAC Ordinary Shares or Pubco Ordinary Shares, and including any securities convertible into, or exchangeable for, or representing the rights to receive SPAC Ordinary Shares or Pubco Ordinary Shares, if any, acquired during the Lock-up Period are collectively referred to as the “Lock-up Shares,” provided, however, that such Lock-up Shares shall not include Pubco Ordinary Shares acquired by such Holder in open market transactions during the Lock-up Period.

3. Representations and Warranties. Each of the parties hereto, by their respective execution and delivery of this Agreement, hereby represents and warrants to the other that (a) such party has the full right, capacity and authority to enter into, deliver and perform its respective obligations under this Agreement, (b) this Agreement has been duly executed and delivered by such party and is a binding and enforceable obligation of such party and, enforceable against such party in accordance with the terms of this Agreement, and (c) the execution, delivery and performance of such party’s obligations under this Agreement will not conflict with or breach the terms of any other agreement, contract, commitment or understanding to which such party is a party or to which the assets or securities of such party are bound. The Holder has independently evaluated the merits of his/her/its decision to enter into and deliver this Agreement, and such Holder confirms that he/she/it has not relied on the advice of Company, Company’s legal counsel, or any other person.

4. No Additional Fees/Payment. Other than the consideration specifically referenced herein, the parties hereto agree that no fee, payment or additional consideration in any form has been or will be paid to the Holder in connection with this Agreement.

5. Notices. Any notices required or permitted to be sent hereunder shall be sent in writing, addressed as specified below, and shall be deemed given: (a) if by hand or recognized courier service, by 4:00PM on a Business Day, addressee’s day and time, on the date of delivery, and otherwise on the first Business Day after such delivery; (b) if by email, on the date that transmission is confirmed electronically, if by 4:00PM on a Business Day, addressee’s day and time, and otherwise on the first Business Day after the date of such confirmation; or (c) five days after mailing by certified or registered mail, return receipt requested. Notices shall be addressed to the respective parties as follows (excluding telephone numbers, which are for convenience only), or to such other address as a party shall specify to the others in accordance with these notice provisions:

(a) If to Pubco and the Company, to:

Shanghai Maius Pharmaceutical Technology Co., Ltd.

Room 913, Building 1, No. 515 Huanke Road, Pudong New District,

Shanghai, China
Attention: Mingfeng Shi
E-mail: shimingfeng@maiuspharma.com

with a copy to (which shall not constitute notice):

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas

31st Floor

New York, NY 10036

(b) If to SPAC, to:

DT Cloud Acquisition Corporation

30 Orange Street

London, United Kingdom

with a copy to (which shall not constitute notice):

Wilson Sonsini Goodrich & Rosati, Professional Corporation

Unit 2901, 29F, Tower C, Beijing Yintai Centre, No. 2 Jianguomenwai Avenue

Chaoyang District, Beijing, China

(c) If to the Holder, to the address set forth on the Holder’s signature page hereto, or to such other address(es) as any party may have furnished to the others in writing in accordance herewith.

6. Enumeration and Headings. The enumeration and headings contained in this Agreement are for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.

7. Counterparts. This Agreement may be executed in facsimile and in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which shall together constitute one and the same agreement.

8. Successors and Assigns. This Agreement and the terms, covenants, provisions and conditions hereof shall be binding upon, and shall inure to the benefit of, the respective heirs, successors and assigns of the parties hereto. The Holder hereby acknowledges and agrees that this Agreement is entered into for the benefit of and is enforceable by Company, SPAC and Pubco and their respective successors and assigns.

9. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision will be conformed to prevailing law rather than voided, if possible, in order to achieve the intent of the parties and, in any event, the remaining provisions of this Agreement shall remain in full force and effect and shall be binding upon the parties hereto.

10. Termination of Merger Agreement. This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and become null and void, and the parties shall not have any rights or obligations hereunder.

11. Amendment and Waivers. This Agreement may be amended or modified by written agreement executed by each of the parties hereto. The observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of each of the parties hereto. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

12. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

13. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

14. Dispute Resolution. Section 12.06 of the Merger Agreement is incorporated by reference herein to apply with full force to any disputes arising under this Agreement.

15. Governing Law. Section 12.06 of the Merger Agreement is incorporated by reference herein to apply with full force to any disputes arising under this Agreement.

16. Specific Performance. Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this Agreement by Holder, money damages will be inadequate and neither Pubco, the Company or SPAC will have an adequate remedy at law, and agrees that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by Holder in accordance with their specific terms or were otherwise breached. Accordingly, each of Pubco, the Company and SPAC shall be entitled to an injunction or restraining order to prevent breaches of this Agreement by Holder and to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity.

17. Controlling Agreement. To the extent the terms of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) directly conflicts with a provisions in the Merger Agreement, the terms of this Agreement shall control.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Lock-up Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Exhibit 10.2

FORM OF SHAREHOLDER SUPPORT AGREEMENT

This Shareholder Support Agreement (this “Agreement”) is made and entered into as of October 22, 2024, by and among DT Cloud Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”), Maius Pharmaceutical Co., Ltd., an exempted company incorporated with limited liability in the Cayman Islands (the “Company”) and the individuals whose names appear on the signature pages hereto who are or hereafter may become shareholders of the Company (each such shareholder, a “Requisite Shareholder” and, collectively, the “Requisite Shareholders”). The SPAC, Company and the Requisite Shareholders are sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

RECITALS

A. On October 22, 2024, the SPAC, the Company, Pubco and the other parties named therein entered into that certain business combination agreement (as amended from time to time in accordance with the terms thereof, the “Business Combination Agreement”), pursuant to which, subject to the terms and conditions thereof, among other matters, (i) on the Closing Date, Merger Sub 1 will merge with and into SPAC (the “SPAC Merger”), with SPAC surviving the SPAC Merger as a wholly-owned subsidiary of Pubco and the outstanding securities of SPAC being converted into the right to receive Pubco Ordinary Shares; and (ii) on the Closing Date and immediately following the SPAC Merger, and as part of the same overall transaction as the SPAC Merger, Merger Sub 2 will merge with and into the Company (the “Acquisition Merger”, and together with the SPAC Merger, the “Mergers”), with the Company surviving the Acquisition Merger as a wholly-owned subsidiary of Pubco and the outstanding securities of the Company being converted into the right of each Company Shareholder to receive their Pro Rata Portion of the Closing Date Share Merger Consideration (the Mergers together with the other transactions contemplated by the Business Combination Agreement, the “Transactions”).

B. The Requisite Shareholders agree to enter into this Agreement with respect to all Company Ordinary Shares of which the Requisite Shareholders now or hereafter have beneficial ownership (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and/or record ownership.

C. As of the date hereof, the Requisite Shareholders are the owners of, and/or have voting power (including, without limitation, by proxy or power of attorney) over, such number of Company Ordinary Shares as are indicated opposite each of their names on Schedule A attached hereto (all such Company Ordinary Shares, together with any shares in the Company of which beneficial and/or record ownership and/or the power to vote (including, without limitation, by proxy or power of attorney) is hereafter acquired by any such Requisite Shareholder (or any securities convertible into or exercisable or exchangeable for Company Ordinary Shares) during the period from the date hereof through the Expiration Time (as defined below) are collectively referred to herein as the “Subject Shares”).

D. As a condition to the willingness of the SPAC to enter into the Business Combination Agreement and as an inducement and in consideration therefor, the Requisite Shareholders have agreed to enter into this Agreement.

E. Each of the SPAC, the Company and Requisite Shareholders has determined that it is in its best interest to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, do hereby agree as follows:

1. Definitions. When used in this Agreement, the following terms in all of their tenses, cases and correlative forms shall have the meanings assigned to them in this Section 1 or elsewhere in this Agreement.

“Expiration Time” shall mean the earlier to occur of (a) the Effective Time, (b) such date and time as the Business Combination Agreement shall be terminated in accordance with Section 10.01 thereof and (c) as to any Requisite Shareholder, the mutual written agreement of the SPAC, the Company and such Requisite Shareholder.

“Transfer” shall mean the (A) 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 (including by gift, merger, tendering into any tender offer or exchange offer or otherwise), 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, and the rules and regulations of the SEC promulgated thereunder with respect to, any security, (B) entry into any swap or other arrangement that transfers to another, 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 (C) public announcement of any intention to effect any transaction specified in clauses (A) or (B), excluding entry into this Agreement and the Business Combination Agreement and the consummation of the transactions contemplated hereby and thereby.

2. Agreement to Retain the Subject Shares.

2.1 No Transfer of Subject Shares. Until the Expiration Time, each Requisite Shareholder agrees not to (a) Transfer any Subject Shares or (b) deposit any Subject Shares into a voting trust or enter into a voting agreement with respect to any Subject Shares or grant any proxy (except as otherwise provided herein), consent or power of attorney with respect thereto (other than pursuant to this Agreement or the Business Combination Agreement). Notwithstanding the foregoing (a) if a Requisite Shareholder is an individual, such Requisite Shareholder may Transfer any such Subject Shares (i) to any member of such Requisite Shareholder’s immediate family, or to a trust for the benefit of such Requisite Shareholder or any member of such Requisite Shareholder’s immediate family, the sole trustees of which are such Requisite Shareholder or any member of such Requisite Shareholder’s immediate family, (ii) by will, other testamentary document or under the laws of intestacy upon the death of such Requisite Shareholder, (iii) pursuant to a qualified domestic relations order or (iv) pursuant to a charitable gift or contribution, (b) if a Requisite Shareholder is an entity, such Requisite Shareholder may Transfer any Subject Shares to any partner, member, or affiliate of such Requisite Shareholder in accordance with the terms of the Governing Documents of the Requisite Shareholder, and (c) a Requisite Shareholder may Transfer any Subject Shares upon the consent of the Company; provided, that in each case such transferee of such Subject Shares evidences in a writing, in form and substance reasonably satisfactory to the SPAC and the Company, such transferee’s agreement to be bound by and subject to all of the terms and provisions hereof with the same force and effect as such transferring Requisite Shareholder, prior and as a condition to the occurrence of such Transfer.

2.2 Additional Purchases. Until the Expiration Time, each Requisite Shareholder agrees that any Subject Shares that such Requisite Shareholder purchases, that are issued to such Requisite Shareholder by the Company, that are otherwise hereinafter acquired by such Requisite Shareholder or with respect to which such Requisite Shareholder otherwise acquires sole or shared voting power (including by proxy or power of attorney) after the execution of this Agreement and prior to the Expiration Time, shall in each case be subject to the terms and conditions of this Agreement to the same extent as if they were Subject Shares owned by such Requisite Shareholder as of the date hereof. Each of the Requisite Shareholders agrees, while this Agreement is in effect, to notify the SPAC and the Company promptly in writing (including by e-mail) of the number of any additional Subject Shares acquired, or over which voting power is acquired, by such Requisite Shareholder, if any, after the date hereof.

2.3 Unpermitted Transfers. Any Transfer or attempted Transfer of any Subject Shares in violation of this Section 2 shall, to the fullest extent permitted by applicable Law, be null and void ab initio.

3. Voting of Subject Shares.

3.1 Voting of Subject Shares. Hereafter until the Expiration Time, each Requisite Shareholder hereby unconditionally and irrevocably agrees that, at any meeting of the shareholders of the Company (or any adjournment or postponement thereof) related to the Transactions, and in any action by written consent of the shareholders of the Company related to the Transactions (which written consent shall be delivered promptly, and in any event not later than two (2) Business Days, after the Company, as applicable, requests such delivery), such Requisite Shareholder shall: if a meeting is held, attend and 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 Requisite Shareholder shall vote all of the Subject Shares to which such Requisite Shareholder has sole or shared voting power and is entitled to vote; and/or if a written consent or approval is requested, duly and promptly execute and provide such written consent or approval (or cause to be voted or so consented or approved) in respect of all of its Subject Shares: (i) in favor of (a) the Acquisition Merger, the Business Combination Agreement, the Ancillary Agreements, any required amendments to the Governing Documents of the Company, and all of the other Transactions (and any actions required in furtherance thereof), (b) in favor of the other matters set forth in the Business Combination Agreement or as necessary or reasonably requested by the Company and/or Pubco for consummation of the Transactions (clauses (a) and (b) collectively, the “Shareholder Approval Matters”), or, if at a meeting of the shareholders of the Company there are insufficient votes in favor of granting the approval of the Shareholder Approval Matters, in favor of the adjournment or postponement of such meeting of the shareholders of the Company to a later date, (ii) in opposition to, other than as contemplated by the Business Combination Agreement, any material change in (x) the present capitalization of the Company or any amendment of the Governing Documents of the Company or (y) the Company’s corporate structure or business; and (iii) in any other circumstances upon which a vote, consent or other approval with respect to the Shareholder Approval Matters is sought, to vote, consent or approve (or cause to be voted, consented or approved) all of such Requisite Shareholder’s Subject Shares held at such time in favor of the foregoing; provided, however, that such Requisite Shareholder shall not be required to vote or provide consent or take any other action, in each case to the extent any such vote, consent or other action would preclude SEC registration of the Pubco Ordinary Shares being issued to holders of Company Ordinary Shares as contemplated by the Business Combination Agreement.

4. Additional Agreements.

4.1 No Challenges. Each Requisite 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 the SPAC, Merger Sub 1, Merger Sub 2, Pubco, the Company 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 the Business Combination 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 or any other agreement in connection with the Transactions.

4.2 Further Actions. Each Requisite Shareholder agrees, while this Agreement is in effect, not to take or omit to take, or agree to commit to take or omit to take, any action that would make any representation and warranty of such Requisite Shareholder contained in this Agreement inaccurate in any material respect. Each of Requisite Shareholder further agrees that it shall use its reasonable best efforts to cooperate with the SPAC and the Company to effect the transactions contemplated hereby and the Transactions, including to take or omit to take such actions, and execute such agreements, as may be reasonably requested by the SPAC or the Company in connection with the transactions contemplated hereby and the Transactions or that are necessary to give further effect thereto.

4.3 Consent to Disclosure. Each Requisite Shareholder hereby consents to the publication and disclosure in the Registration Statement and 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 the SPAC, the Pubco or the Company to any Governmental Authority or to securityholders of the SPAC) of such Requisite Shareholder’s identity and beneficial ownership of the Subject Shares and the nature of such Requisite Shareholder’s commitments, arrangements and understandings under and relating to this Agreement and, if deemed appropriate by the SPAC, the Pubco or the Company, a copy of this Agreement. Each Requisite Shareholder will promptly provide any information reasonably requested by the SPAC, the Pubco or the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the SEC).

4.4 Waiver of Dissenter Rights. Each Requisite Shareholder hereby irrevocably and unconditionally waives any rights of appraisal, dissenter’s rights and any similar rights relating to the Business Combination Agreement and the consummation by the parties of the transactions contemplated thereby, including the Mergers, that such Requisite Shareholder may have under applicable law. Representations and Warranties of the Requisite Shareholders.

5. Each Requisite Shareholder hereby represents and warrants to the SPAC and Company as follows:

5.1 Due Authority. Such Requisite Shareholder has the full power and authority to make, enter into and carry out the terms of this Agreement. This Agreement has been duly and validly executed and delivered by such Requisite Shareholder (and, if such Requisite Shareholder is married and any of such Requisite Shareholder’s Subject Shares constitute community property or otherwise need spousal or other approval for this Agreement to be valid and binding, such Requisite Shareholder’s spouse), and constitutes a valid and binding agreement of such Requisite Shareholder enforceable against it in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles).

5.2 Ownership of the Company Ordinary Shares. Such Requisite Shareholder is either (a) the owner of the Company Ordinary Shares indicated on Schedule A hereto opposite such Requisite Shareholder’s name, free and clear of any and all Liens, other than (i) those created by this Agreement or (ii) as may be set forth in the Governing Documents of the Company or (b) has the power to vote (including, without limitation, by proxy or power of attorney) the Company Ordinary Shares indicated on Schedule A hereto opposite such Requisite Shareholder’s name. Such Requisite Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2.1 hereof, will have until the Expiration Time, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Agreement and power to agree to all of the matters applicable to such Requisite Shareholder set forth in this Agreement, in each case, over all Subject Shares. As of the date hereof, such Requisite Shareholder does not own any other voting securities of the Company or have the power to vote (including by proxy or power of attorney) any other voting securities of the Company other than the Company Ordinary Shares set forth on Schedule A opposite such Requisite Shareholder’s name. As of the date hereof, such Requisite Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Company or (ii) the power to vote any other voting securities of the Company, in each case except as set forth on Schedule A opposite such Requisite Shareholder’s name or pursuant to a Transfer permitted in accordance with Section 2.1. There are no claims for finder’s fees or brokerage commissions or other like payments in connection with this Agreement or the transactions contemplated hereby payable by such Requisite Shareholder pursuant to arrangements made by such Requisite Shareholder.

5.3 No Conflict; Consents.

(a) The execution and delivery of this Agreement by such Requisite Shareholder does not, and the performance by such Requisite Shareholder of the obligations under this Agreement and the compliance by such Requisite Shareholder with the provisions hereof do not and will not: (i) conflict with or violate any Law applicable to such Requisite Shareholder, (ii) contravene or conflict with, or result in any violation or breach of, any provision of any charter, certificate of incorporation, limited liability company agreement, certificate of formation, articles of association, by-laws, operating agreement or similar formation or governing documents and instruments of such Requisite Shareholder, as applicable, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Company Ordinary Shares owned by such Requisite Shareholder pursuant to any contract or agreement to which such Requisite Shareholder is a party or by which such Requisite Shareholder is bound, except in the case of clause (i) or (iii) as would not reasonably be expected, either individually or in the aggregate, to materially impair the ability of such Requisite Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby.

(b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any other person is required by or with respect to such Requisite Shareholder in connection with the execution and delivery of this Agreement or the consummation by such Requisite Shareholder of the transactions contemplated hereby. If such Requisite Shareholder is a natural person, no consent of such Requisite Shareholder’s spouse is necessary under any “community property” or other Laws in order for such Requisite Shareholder to enter into and perform its obligations under this Agreement or, if needed, such consent has been received from such Requisite Shareholder’s spouse.

5.4 Absence of Litigation. As of the date hereof, there is no Action pending or, to the knowledge of such Requisite Shareholder, threatened, against such Requisite Shareholder that would reasonably be expected to impair the ability of such Requisite Shareholder to perform such Requisite Shareholder’s obligations hereunder or to consummate the transactions contemplated hereby.

5.5 Absence of Other Voting Agreement. Except for this Agreement, such Requisite Shareholder has not: (a) entered into any voting agreement, voting trust or similar agreement with respect to any Subject Shares or other equity securities of the Company owned by such Requisite Shareholder or (b) granted any proxy, consent or power of attorney with respect to any Subject Shares or other equity securities of the Company owned by such Requisite Shareholder (other than as contemplated by this Agreement or the Business Combination Agreement).

5.6 Reliance by the SPAC. Such Requisite Shareholder understands and acknowledges that the SPAC is entering into the Business Combination Agreement in reliance upon such Requisite Shareholder’s execution and delivery of this Agreement.

5.7 Requisite Shareholder Has Adequate Information. Such Requisite Shareholder is a sophisticated investor and has adequate information concerning the business and financial condition of the SPAC and the Company to make an informed decision regarding this Agreement and the Transactions, and has independently, without reliance upon the SPAC or the Company, and based on such information as such Requisite Shareholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Requisite Shareholder acknowledges that none of the SPAC or the Company has made or makes any representation or warranty, whether express or implied, of any kind or character with respect to the matters covered herein, in each case except as expressly set forth in this Agreement. Such Requisite Shareholder acknowledges that the agreements contained herein with respect to the Subject Shares held by such Requisite Shareholder are irrevocable until the termination of this Agreement upon the Expiration Time.

6. Termination. This Agreement shall terminate upon the Expiration Time. The termination of this Agreement shall not relieve any party from any liability arising in respect of any willful and material breach of this Agreement prior to such termination.

7. Miscellaneous.

7.1 Further Assurances. From time to time, at another Party’s request and without further consideration, each Party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary or desirable to consummate the transactions contemplated by this Agreement.

7.2 Fees and Expenses. Each of the Parties shall be responsible for its own fees and expenses (including, the fees and expenses of investment bankers, accountants and counsel) in connection with the entering into of this Agreement and the consummation of the transactions contemplated hereby; provided that the fees and expenses of the Company and the SPAC shall be allocated as set forth in the Business Combination Agreement.

7.3 No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the SPAC, Pubco, Merger Sub 1 or Merger Sub 2 any direct or indirect ownership or incidence of ownership of or with respect to any Subject Shares.

7.4 Amendments, Waivers. This Agreement may not be amended except by an instrument in writing signed by each of the Parties hereto. At any time prior to the Effective Time, (a) the SPAC may (i) extend the time for the performance of any obligation or other act of any Requisite Shareholder, (ii) waive any inaccuracy in the representations and warranties of each Requisite Shareholder contained herein or in any document delivered by any Requisite Shareholder pursuant hereto and (iii) waive compliance with any agreement of each Requisite Shareholder or any condition to their obligations contained herein, and (b) the Requisite Shareholders may (i) extend the time for the performance of any obligation or other act of the SPAC, (ii) waive any inaccuracy in the representations and warranties of the SPAC contained herein or in any document delivered by the SPAC pursuant hereto and (iii) waive compliance with any agreement of the SPAC or any condition to their obligations contained herein. Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the SPAC.

7.5 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by email or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 7.5):

if to the SPAC:

DT Cloud Acquisition Corporation

30 Orange Street

London, United Kingdom

Attn: Shaoke Li, Chief Executive Officer
Email: jack.li@dtcloudspac.com

with copies (which shall not constitute notice) to:

Wilson Sonsini Goodrich & Rosati, Professional Corporation

Unit 2901, 29F, Tower C, Beijing Yintai Centre

No. 2 Jianguomenwai Avenue

Chaoyang District, Beijing

China

Attention: Dan Ouyang, Esq.

Email: projectchelsea@wsgr.com

if to the Company:

Maius Pharmaceutical Co., Ltd.
Room 913, Building 1, No. 515 Huanke Road

Pudong New District, Shanghai

China

Attn: Mingfeng Shi
Email: shimingfeng@maiuspharma.com

with copies (which shall not constitute notice) to:

Sichenzia Ross Ference Carmel, LLP

1185 Avenue of the Americas, 31^st Floor
New York, NY 10036
Attn: Marc Ross; Huan Lou

Email: mross@srfc.law; hlou@srfc.law

if to any Requisite Shareholder, to the address for notice set forth on Schedule A hereto,

with copies (which shall not constitute notice) to:

Sichenzia Ross Ference Carmel, LLP

1185 Avenue of the Americas, 31^st Floor
New York, NY 10036
Attn: Marc Ross; Huan Lou

Email: mross@srfc.law; hlou@srfc.law

7.6 Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

7.7 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby or any of the other Transactions is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible.

7.8 Entire Agreement; Assignment. This Agreement, the schedules hereto and any other agreements entered into by the Parties in connection with the transactions contemplated herein, constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof. Except for transfers permitted by Section 2.1, this Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise) by any Party without the prior express written consent of the other Parties hereto.

7.9 Certificates. Promptly following the date of this Agreement, the Company shall advise its transfer agent in writing that each Requisite Shareholder’s Subject Shares are subject to the restrictions set forth herein and, in connection therewith, provide the transfer agent of the Company, as applicable, in writing with such information as is reasonable to ensure compliance with such restrictions.

7.10 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

7.11 Interpretation.

(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 definitions contained in this agreement are applicable to the other grammatical forms of such terms, (iv) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement, (v) the terms “Section” and “Schedule” refer to the specified Section or Schedule of or to this Agreement, (vi) the word “including” means “including without limitation,” (vii) the word “or” shall be disjunctive but not exclusive, (viii) the word “person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including, without limitation, a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government, and references to a person are also to its permitted successors and assigns, (ix), an “affiliate” of a specified person means a person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person, (x) references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto and references to any Law shall include all rules and regulations promulgated thereunder and (xi) references to any Law shall be construed as including all statutory, legal, and regulatory provisions consolidating, amending or replacing such Law.

(b) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any Party.

7.12 Governing Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York applicable to contracts executed in and to be performed in that State. All legal actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any New York County Court; provided, that if jurisdiction is not then available in the New York County Court, then any such legal Action may be brought in any federal court located in the State of New York or any other New York state court. The Parties hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any Party, and (b) agree not to commence any Action relating thereto except in the courts described above in New York, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the Parties further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the transactions contemplated hereby any claim (a) that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

7.13 Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof, and, accordingly, that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in the New York County Court or, if that court does not have jurisdiction, any federal or state court of competent jurisdiction located in the State of New York without proof of actual damages or otherwise, in addition to any other remedy to which they are entitled at law or in equity as expressly permitted in this Agreement. Each of the Parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any Law to post security or a bond as a prerequisite to obtaining equitable relief.

7.14 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.14.

7.15 Counterparts; Electronic Delivery. This Agreement may be executed and delivered (including by facsimile or portable document format (.pdf) transmission) in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery by email to counsel for the other Parties of a counterpart executed by a Party shall be deemed to meet the requirements of the previous sentence.

7.16 Directors and Officers. Nothing in this Agreement shall be construed to impose any obligation or limitation on votes or actions taken by any director, officer, employee, agent, designee or other representative of any Requisite Shareholder or by any Requisite Shareholder that is a natural person, in each case, in his or her capacity as a director or officer of the Company, Pubco or any of its or their Subsidiaries. Each Requisite Shareholder is executing this Agreement solely in such capacity as a record or beneficial holder of Company Ordinary Shares.

[Remainder of Page Intentionally Left Blank]

In witness whereof, the Parties hereto have caused this Agreement to be executed as of the date first set forth above.

[Signature Page to Shareholder Support Agreement]

[Signature Page to Shareholder Support Agreement] 

[Signature page to Shareholder Support Agreement] 

Schedule A

Exhibit 10.3

SUPPORT AND LOCK-UP AGREEMENT

This SUPPORT AND LOCK-UP AGREEMENT, dated as of October 22, 2024 (this “Agreement”), is entered into by and among DT Cloud Capital Corp., a BVI business company (“Sponsor”), Maius Pharmaceutical Co., Ltd., an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), Maius Pharmaceutical Group Co., Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”), and DT Cloud Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the business combination agreement entered into by and among SPAC, the Company, Pubco and the other parties named therein as of the date hereof (the “Business Combination Agreement”).

WHEREAS, pursuant to the Business Combination Agreement, subject to the terms and conditions thereof, among other matters: (i) on the Closing Date, Merger Sub 1 will merge with and into SPAC (the “SPAC Merger”), with SPAC surviving the SPAC Merger as a wholly-owned subsidiary of Pubco and the outstanding securities of SPAC being converted into the right to receive Pubco securities; and (ii) on the Closing Date and immediately following the SPAC Merger, and as part of the same overall transaction as the SPAC Merger, Merger Sub 2 will merge with and into the Company (the “Acquisition Merger”, and together with the SPAC Merger, the “Mergers”), with the Company surviving the Acquisition Merger as a wholly-owned subsidiary of Pubco and the outstanding securities of the Company being converted into the right to receive securities of Pubco;

WHEREAS, Sponsor is the sponsor of SPAC and, as of the date hereof, Sponsor is the holder of record and “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of 1,959,500 SPAC Ordinary Shares (all such shares and any successor or additional shares of SPAC of which ownership of record or the power to vote is hereafter acquired by Sponsor prior to the termination of this Agreement being referred to herein as the “Sponsor Shares”);

WHEREAS, the Board of Directors of SPAC has (a) approved and declared advisable the Business Combination Agreement, the Ancillary Agreements, the Mergers and the other transactions contemplated by any such documents (collectively, the “Transactions”), (b) determined that the Transactions are fair, advisable and in the best commercial interests of SPAC and its shareholders (the “SPAC Shareholders”) and (c) recommended the approval and the adoption by each of the SPAC Shareholders of the Business Combination Agreement, the Ancillary Agreements, the Mergers and the other Transactions; and

WHEREAS, in order to induce the Company, SPAC, Pubco, Merger Sub 1 and Merger Sub 2 to enter into the Business Combination Agreement, Sponsor is executing and delivering this Agreement to the Company.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereby agree as follows:

1. Voting Agreements. Sponsor, solely in its capacity as a shareholder of SPAC, irrevocably and unconditionally agrees that, during the term of this Agreement, at the SPAC Special Meeting, at any other meeting of the SPAC Shareholders related to the Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the SPAC Shareholders related to the Transactions (the SPAC Special Meeting and all other meetings or consents related to the Business Combination Agreement, collectively referred to herein as the “Meeting”), Sponsor shall:

(a) when the Meeting is held, appear at the Meeting in person or by proxy or otherwise cause the Sponsor Shares to be counted as present thereat for the purpose of establishing a quorum;

(b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Shares in favor of the Business Combination Agreement, the Ancillary Agreements and the Transactions and each of the other SPAC Party Shareholder Approval Matters, and any other matters necessary or reasonably requested by the Company and/or Pubco for consummation of the Transactions; and

(c) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to or withhold its class consent and/or written consent, as applicable), all of the Sponsor Shares against any other action that would reasonably be expected to (x) impede, interfere with, delay, postpone or adversely affect the Mergers or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of SPAC under the Business Combination Agreement, or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of Sponsor contained in this Agreement.

(d) The obligations of the Sponsor specified in this Section 1 shall apply whether or not the board of directors of SPAC has changed, withdrawn, withheld, qualified or modified, or publicly proposed to change, withdraw, withhold, qualify or modify, its recommendation to adopt and/or approve the Transactions or any action described above.

2. Restrictions on Transfer.

(a) Sponsor agrees that, during the term of this Agreement, it shall not (i) Transfer (as defined below) any of the Sponsor Shares or permit to exist a Lien (other than Permitted Encumbrances and Liens under SPAC’s Governing Documents) with respect to any of the Sponsor Shares, or (ii) deposit any Sponsor Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto (except in connection with voting by proxy at a Meeting as contemplated in Section 1 of this Agreement). SPAC shall not, and shall not permit SPAC’s transfer agent to, register any Transfer of the Sponsor Shares on SPAC’s register of members (book entry or otherwise) that is not in compliance with this Section 2. For purposes of this Agreement, “Transfer” shall mean the (A) 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 (including by gift, merger, tendering into any tender offer or exchange offer or otherwise), 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any security, (B) entry into any swap or other arrangement that transfers to another, 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 (C) public announcement of any intention to effect any transaction specified in clauses (A) or (B), excluding entry into this Agreement and the Business Combination Agreement and the consummation of the transactions contemplated hereby and thereby.

(b) Notwithstanding the provisions set forth in paragraph 2(a), Transfers of the Sponsor Shares are permitted (a) to the SPAC’s officers or directors, any affiliates or family members of any of the SPAC’s officers or directors, any members of the Sponsor or any affiliates of the Sponsor; (b) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Transactions at prices no greater than the price at which the securities were originally purchased; (f) in the event of SPAC’s liquidation prior to the completion of the Transactions; (g) by virtue of the laws of the British Virgin Islands or the Sponsor’s memorandum and articles of association, as amended from time to time, upon dissolution of the Sponsor; or (h) in the event of the SPAC’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of the SPAC’s shareholders having the right to exchange their ordinary shares for cash, securities or other property subsequent to the completion of the Transactions; provided, however, that, except in the case of clauses (f) or (h) or with SPAC’s and the Company’s prior consent, these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the SPAC, the Company and Pubco in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as Sponsor was with respect to such transferred Sponsor Shares.

(c) Any Transfer or purported Transfer in violation of this Section 2 shall, to the fullest extent permitted by applicable Law, be null and void ab initio.

3. No Redemption; Conversion of Rights. Sponsor hereby agrees that, during the term of this Agreement, it shall not redeem, or submit a request to SPAC’s transfer agent or otherwise exercise any right to redeem, any Sponsor Shares.

4. No Challenge. Sponsor 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 the SPAC, the Company Parties or any of their respective successors, directors or officers (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Business Combination 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.

5. Waiver. The Sponsor hereby irrevocably and unconditionally waives any rights of appraisal, dissenter’s rights and any similar rights relating to the Business Combination Agreement and the consummation by the parties of the transactions contemplated thereby, including the Mergers, that Sponsor may have under applicable law.

6. New Securities. During the term of this Agreement, in the event that, (a) any SPAC Ordinary Shares or other equity securities of SPAC are issued to Sponsor after the date of this Agreement pursuant to any share sub-divisions, share dividends, consolidations, capitalizations, re-designations and the like of SPAC securities owned by Sponsor, (b) Sponsor purchases or otherwise acquires beneficial ownership of any SPAC Ordinary Shares or other equity securities of SPAC after the date of this Agreement, or (c) Sponsor 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 Agreement (such SPAC Ordinary Shares or other equity securities of SPAC, collectively the “New Securities”), then such New Securities acquired or purchased by Sponsor shall be subject to the terms of this Agreement to the same extent as if they constituted the Sponsor Shares as of the date hereof.

7. Lock-up Provisions.

(a) Sponsor hereby agrees not to Transfer any of its Restricted Securities during the period (the “Lock-up Period”) commencing from the Closing and ending on the following:

(i) with respect to Restricted Securities which are Founder Shares, on the earliest of: (A) the Release Date, (B) the date after the occurrence of a Change of Control, and (C) the date on which the closing sale price of the Pubco Ordinary Shares has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) consecutive trading day period commencing after the Closing; and

(ii) with respect to Restricted Securities which are Private Placement Securities, on the Release Date.

(b) The foregoing Section 7(a) shall not apply to the Transfer of any or all of the Restricted Securities owned by Sponsor (i) to Pubco’s officers or directors, any affiliates or family members of any of Pubco’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor; (ii) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales made in connection with the consummation of a Change of Control at prices no greater than the price at which the securities were originally purchased; (vi) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (vii) in the event of Pubco’s liquidation, merger, share exchange, reorganization or other similar transaction which results in all of Pubco’s shareholders having the right to exchange their Pubco Ordinary Shares for cash, securities or other property subsequent to the Closing; and (h) which were acquired in the PIPE Investment or in open market transactions after the Closing; provided, however, that in the case of clauses (a) through (e), it shall be a condition to such Transfer that the transferee executes and delivers to Pubco or the Company an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Sponsor, and there shall be no further Transfer of such Restricted Securities except in accordance with this Agreement.

(c) As used for purpose of this Section 7, the term:

(i) “Change of Control” shall mean, subsequent to the Closing, the occurrence of a transaction or a series of related transactions pursuant to which Pubco completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of its shareholders having the right to exchange their Pubco Ordinary Shares for cash, securities or other property;

(ii) “Founder Shares” means 1,725,000 of the Ordinary Shares of SPAC initially issued to the Sponsor prior to the consummation of the initial public offering of SPAC;

(iii) “Private Placement Securities” means 234,500 Units issued by SPAC to the Sponsor in a private placement that was consummated simultaneously with the closing of the initial public offering of SPAC and the Ordinary Shares of SPAC issued or issuable upon conversion of the Units;

(iv) “Release Date” shall mean (A) with respect to Restricted Securities which are Founder Shares, a hundred and fifty (150) days following the date of the Closing and (B) with respect to Restricted Securities which are Private Placement Securities, thirty (30) days following the date of the Closing; and

(v) “Units” shall mean the units of SPAC, with each Unit consisting of one of the SPAC’s Ordinary Shares, par value $0.0001 per share, and a right to receive one-seventh (1/7) of one of the SPAC’s Ordinary Share.

(d) If any Transfer (except for any Transfer pursuant to Section 7(b)) is made or attempted contrary to the provisions of this Agreement, such purported Transfer shall be null and void ab initio, and Pubco shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 7, Pubco may impose stop-transfer instructions with respect to the Restricted Securities of the Sponsor (and permitted transferees and assigns thereof) effective until the end of the Lock-up Period.

(e) During the Lock-up Period, each certificate evidencing any Restricted Securities shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [__________],BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”), A CERTAIN REPRESENTATIVE OF THE ISSUER NAMED THEREIN AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

(f) For the avoidance of any doubt, the Sponsor shall retain all of its rights as a shareholder of Pubco with respect to the Restricted Securities during the Lock-up Period, including the right to vote any Restricted Securities, but subject to the obligations applicable to the Sponsor under the Business Combination Agreement.

8. Consent to Disclosure. Sponsor hereby consents to the publication and disclosure in the Registration Statement and 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, Pubco or the Company to any Governmental Authority or to securityholders of SPAC, Pubco or the Company) of Sponsor’s identity and beneficial ownership of Sponsor Shares and the nature of Sponsor’s commitments, arrangements and understandings under and relating to this Agreement and, if deemed appropriate by SPAC, Pubco or the Company, a copy of this Agreement. Sponsor will promptly provide any information reasonably requested by SPAC, Pubco or the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the SEC). Sponsor shall not issue any press release or otherwise make any public statements with respect to the Transactions or the transactions contemplated herein without the prior written approval of the Company and SPAC.

9. Sponsor Representations. Sponsor represents and warrants to SPAC, Pubco and the Company, as of the date hereof, that:

(a) Sponsor has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;

(b) Sponsor has full right and power, without violating any agreement to which it is bound (including any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Agreement and to perform its obligations hereunder;

(c) Sponsor is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within Sponsor’s organizational powers and have been duly authorized by all necessary organizational actions on the part of Sponsor;

(d) this Agreement has been duly executed and delivered by Sponsor and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of Sponsor, enforceable against Sponsor 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);

(e) the execution and delivery of this Agreement by Sponsor does not, and the performance by Sponsor of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Sponsor, or (ii) require any consent or approval from any third party that has not been given or other action that has not been taken by any third party, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Sponsor of its obligations under this Agreement;

(f) there are no Actions pending against Sponsor or, to the knowledge of Sponsor, threatened against Sponsor, before (or, in the case of threatened Actions, that would be before) any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by Sponsor of Sponsor’s obligations under this Agreement;

(g) no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by or on behalf of Sponsor;

(h) Sponsor has had the opportunity to read the Business Combination Agreement and this Agreement and has had the opportunity to consult with Sponsor’s tax and legal advisors;

(i) Sponsor has not entered into, and shall not enter into, any agreement that would prevent Sponsor from performing any of Sponsor’s obligations hereunder;

(j) Sponsor is the legal and beneficial owner of the Sponsor Shares and has good title to the Sponsor Shares, free and clear of any Liens other than Permitted Encumbrances and Liens under SPAC’s Governing Documents, and Sponsor has the sole power to vote or cause to be voted the Sponsor Shares; and

(k) the Sponsor Shares are the only shares of SPAC’s outstanding share capital owned of record or beneficially owned by the Sponsor as of the date hereof, and none of the Sponsor Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Sponsor Shares that is inconsistent with Sponsor’s obligations pursuant to this Agreement.

10. Specific Performance. The Sponsor hereby agrees and acknowledges that (a) SPAC, Pubco and the Company would be irreparably injured in the event of a breach by the Sponsor of its obligations under this Agreement, (b) monetary damages may not be an adequate remedy for such breach and (c) SPAC, Pubco and the Company shall be entitled to obtain injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach or anticipated breach, without the requirement to post any bond or other security or to prove that money damages would be inadequate.

11. Entire Agreement; Amendment; Waiver. This Agreement and the other 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, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Business Combination Agreement. This Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

12. Binding Effect; Assignment; Third Parties. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. This Agreement and all obligations of Sponsor are personal to Sponsor and may not be assigned, transferred or delegated by Sponsor at any time without the prior written consent of SPAC, Pubco and the Company, and any purported assignment, transfer or delegation without such consent shall be null and void ab initio; provided, however, that the Sponsor may transfer any of its Sponsor Shares to any Permitted Transferee in accordance with this Agreement. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any Person that is not a party hereto or thereto or a successor or permitted assign of such a party.

13. Counterparts. This Agreement may be executed in any number of original, electronic or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

14. Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

15. Governing Law; Jurisdiction; Jury Trial Waiver; Specific Performance. Sections 12.06 and 12.07 of the Business Combination Agreement are incorporated by reference herein to apply with full force to any disputes arising under this Agreement.

16. Notice. Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent or given in accordance with the terms of Section 12.02 of the Business Combination Agreement to the applicable party, with respect to the Company, Pubco and SPAC, at the respective addresses set forth in Section 12.02 of the Business Combination Agreement, and, with respect to the Sponsor, at the address set forth underneath Sponsor’s name on the signature page hereto.

17. Termination. Except as otherwise expressly provided in this Agreement, this Agreement shall become effective upon the date hereof and shall automatically terminate, and none of SPAC, Pubco, the Company or Sponsor shall have any rights or obligations hereunder, on the earliest of (i) the mutual written consent of SPAC, Pubco, the Company and the Sponsor, (ii) the Closing (following the performance of the obligations of the parties hereunder required to be performed at or prior to the Closing), or (iii) the valid termination of the Business Combination Agreement in accordance with its terms. No such termination shall relieve the Sponsor, Pubco, SPAC or the Company from any liability resulting from a breach of this Agreement occurring prior to such termination. Notwithstanding anything to the contrary herein, the provisions of Section 7, Section 15, Section 16 and this Section 17 shall survive the termination of this Agreement.

18. Adjustment for Share Split. If, and as often as, there are any changes in the Sponsor Shares by way of share sub-divisions, share dividends, consolidations, capitalizations, re-designations and the like, or through merger, consolidation, reorganization, recapitalization or business combination, or by any other means, equitable adjustment shall be made to the provisions of this Agreement as may be required so that the rights, privileges, duties and obligations hereunder shall continue with respect to the Sponsor, SPAC, the Company, and the Sponsor Shares as so changed.

19. Further Actions. Each of the parties hereto agrees to execute and deliver hereafter any further document, agreement or instrument of assignment, transfer or conveyance as may be necessary or desirable to effectuate the purposes hereof and as may be reasonably requested in writing by another party hereto.

20. Expenses. Each party shall be responsible for its own fees and expenses (including the fees and expenses of investment bankers, accountants and counsel) in connection with the entering into of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby; provided, that in the event of any Action arising out of or relating to this Agreement, the non-prevailing party in any such Action will pay its own expenses and the reasonable documented out-of-pocket expenses, including reasonable attorneys’ fees and costs, reasonably incurred by the prevailing party.

21. 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 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) the term “including” (and with correlative meaning “include”) shall be deemed in each case to be followed by the words “without limitation”; and (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import 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. 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.

22. No Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship among Sponsor, Pubco, the Company and SPAC, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship among the parties hereto or among any other SPAC Shareholders entering into support agreements with the Company, Pubco or SPAC. Sponsor has acted independently regarding its decision to enter into this Agreement. Nothing contained in this Agreement shall be deemed to vest in the Company, Pubco or SPAC any direct or indirect ownership or incidence of ownership of or with respect to any Sponsor Shares.

23. Capacity as Shareholder. Sponsor signs this Agreement solely in Sponsor’s capacity as a shareholder of SPAC, and not in any other capacity, including, if applicable, as a director (including “director by deputization”), officer or employee of SPAC or any of its Subsidiaries. Nothing herein shall be construed to limit or affect any actions or inactions by Sponsor or any representative of Sponsor, as applicable, serving as a director of SPAC or any Subsidiary of SPAC, acting in such Person’s capacity as a director of SPAC or any Subsidiary of SPAC.

{remainder of page intentionally left blank}

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

{Signature Page to Sponsor Support and Lock-up Agreement}

Address for Notice:

Address: Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands

Attn: Guojian Chen

Email: kchen@dtcloudspac.com

{Signature Page to Sponsor Support and Lock-up Agreement}

Exhibit 99.1

DT Cloud Acquisition Corporation Announces

Entering into a Business Combination Agreement with Maius Pharmaceutical

New York, New York, October 23, 2024 (GLOBE NEWSWIRE) – DT Cloud Acquisition Corporation (Nasdaq: DYCQU, DYCQ, DYCQR) (“DT Cloud” or the “SPAC”), a publicly-traded special purpose acquisition company, and Maius Pharmaceutical Co., Ltd. (“Maius” or the “Company”), a biopharmaceutical R&D company, announced that they had entered into a definitive business combination agreement (the “Business Combination Agreement”) for the merger transactions (the “Business Combination,” and the transactions in connection with the Business Combination collectively, the “Transaction”). As contemplated in the Business Combination Agreement, upon closing of the Transaction, Maius will become a wholly-owned subsidiary of Maius Pharmaceutical Group Co., Ltd., a newly formed holding company (“Pubco”), the securities of which will be listed on The Nasdaq Stock Market LLC (“Nasdaq”).

Maius is a biopharmaceutical R&D company focusing on innovative formulations and targeted small-molecule chemical drugs. The Company focuses on developing new drugs in three major areas: anticancer drugs, autoimmune medication and anti-infectives. Its core products include small-molecule chemical drug candidates and peptide drug candidates. It has independently established an integrated drug development platform, combining a chemical drug screening system with a drug delivery system.

Transaction Overview

Upon consummation of the Business Combination, the outstanding shares of DT Cloud and Maius will be converted into the ordinary shares of Pubco. The Business Combination Agreement provides for an equity value of $250 million for Maius at the time of the closing of the Business Combination.

The Transaction has been unanimously approved by the boards of directors of both DT Cloud and Maius and is expected to be consummated in the first half of 2025, subject to regulatory approvals, the approvals by the shareholders of DT Cloud and Maius, respectively, and the satisfaction of certain other customary closing conditions, including, among others, a registration statement (the “Registration Statement”), of which the proxy statement/prospectus forms a part, being declared effective by the U.S. Securities and Exchange Commission (the “SEC”), and the approval by Nasdaq of the listing application of Pubco. Upon the closing of the Business Combination, Pubco, the combined company, is expected to operate under the name of “Maius Pharmaceutical Group Co., Ltd.” and with a new trading symbol.

The description of the Business Combination contained herein is only a summary and is qualified in its entirety by reference to the Business Combination Agreement. A more detailed description of the transaction terms and a copy of the definitive Business Combination Agreement will be included in a Current Report on Form 8-K to be filed by DT Cloud with the SEC and will be available on the SEC’s website at www.sec.gov.

Advisors

Wilson Sonsini Goodrich & Rosati, Professional Corporation, Ogier (Cayman) LLP and Han Kun Law Offices are serving as legal counsel to DT Cloud. Sichenzia Ross Ference Carmel LLP, Appleby (Cayman) Ltd. and Beijing Yingke Law Firm Shenzhen Office are serving as legal counsel to Maius.

About Maius

Maius is a biopharmaceutical R&D company focusing on the research and development of innovative formulations and targeted small-molecule chemical drug candidates. The Company focuses on developing new drugs in three major areas: anticancer drugs, autoimmune medication and anti-infectives. Its core products under development include small-molecule chemical drugs and peptide drugs. It has independently established an integrated drug development platform, combining a chemical drug screening system with a drug delivery system.

About DT Cloud Acquisition Corporation

DT Cloud is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. While DT Cloud may pursue an initial business combination target in any business or industry, it intends to focus its search on industries that complement its management team’s background. DT Cloud is led by Shaoke Li, its Chief Executive Officer, and Guojian Chen, its Chief Financial Officer.

Forward-looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this press release, including statements as to future results of operations and financial position, planned products and services, business strategy and plans, objectives of management for future operations of the Company, market size and growth opportunities, competitive position and technological and market trends, estimated implied pro forma enterprise value of the combined company following the Mergers (the “Combined Company”), the cash position of the Combined Company following the closing of the Transaction, SPAC and the Company’s ability to consummate the Transaction, and expectations related to the terms and timing of the Transaction, as applicable, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “anticipate,” “expect,” “suggests,” “plan,” “believe,” “predict,” “potential,” “seek,” “future,” “propose,” “continue,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” or the negatives of these terms or variations of them or similar terminology although not all forward-looking statements contain such terminology. All forward-looking statements are based upon current estimates and forecasts and reflect the views, assumptions, expectations, and opinions of SPAC and the Company as of the date of this press release, and are therefore subject to a number of factors, risks and uncertainties, some of which are not currently known to SPAC or the Company and could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Some of these factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; (2) the outcome of any legal proceedings that may be instituted against SPAC, the Company or others following the announcement of the Transaction, the Business Combination Agreement and other ancillary documents with respect thereto; (3) the amount of redemption requests made by SPAC public shareholders and the inability to complete the Transaction due to the failure to obtain approval of the shareholders of SPAC, to obtain financing to complete the business combination or to satisfy other conditions to closing and; (4) changes to the proposed structure of the Mergers that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Mergers; (5) the ability to meet stock exchange listing standards following the consummation of the Transaction; (6) the risk that the Transaction disrupts current plans and operations of the Company as a result of the announcement and consummation of the Transaction; (7) the ability to recognize the anticipated benefits of the Transaction, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the business combination; (9) risks associated with changes in applicable laws or regulations and the Company’s international operations; (10) the possibility that the Company or the Combined Company may be adversely affected by other economic, business, and/or competitive factors; (11) the Company’s estimates of expenses and profitability; (12) the Company’s mission, goals and strategies; (13) the Company’s future business development, financial condition and results of operations; (14) expected growth of the global digital trading and investing services industry; (15) expected changes in the Company’s revenues, costs or expenditures; (16) the Company’s expectations regarding demand for and market acceptance of its products and service; (17) the Company’s expectations regarding its relationships with users, customers and third-party business partners; (18) competition in the Company’s industry; (19) relevant government policies and regulations relating to the Company’s industry; (20) general economic and business conditions globally and in jurisdictions where the Company operates; and (21) assumptions underlying or related to any of the foregoing. The foregoing list of factors is not exhaustive. You should carefully consider the risks and uncertainties described in the “Risk Factors” section in the annual report on Form 10-K for the year ended December 31, 2023 of SPAC, and the “Risk Factors” section of the Registration Statement relating to the Transaction which is expected to be filed with the SEC, and other documents filed from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that neither SPAC nor the Company presently know or that SPAC or the Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of these factors, risks and uncertainties, the forward-looking events and circumstances discussed in this press release may not occur, and any estimates, assumptions, expectations, forecasts, views or opinions set forth in this press release should be regarded as preliminary and for illustrative purposes only and accordingly, undue reliance should not be placed upon the forward-looking statements. SPAC and the Company assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Additional Information and Where to Find It

In connection with the Transaction, SPAC and the Company intend to cause the Registration Statement to be filed with the SEC, which will include a proxy statement to be distributed to SPAC’s shareholders in connection with its solicitation for proxies for the vote by SPAC’s shareholders in connection with the Transaction. You are urged to read the proxy statement/prospectus and any other relevant documents filed with the SEC when they become available because, among other things, they will contain updates to the financial, industry and other information herein as well as important information about SPAC, the Company and the Transaction. Shareholders of SPAC will be able to obtain a free copy of the proxy statement when filed, as well as other filings containing information about SPAC, the Company and the Transaction, without charge, at the SEC’s website located at www.sec.gov. This press release 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 business combination.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Participants in the Solicitation

SPAC, the Company 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 Transaction. You can find information about SPAC’s directors and executive officers and their interest in SPAC can be found in its Annual Report on Form10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on March 28, 2024. 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 Transaction, will be contained in the Registration Statement to be filed with the SEC by the Company. 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.

No Offer or Solicitation

This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transaction and does not constitute an offer to sell or the solicitation of an offer to buy any securities of SPAC, the Company or the Combined Company, 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 offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.

Contact:

For investors:

DT Cloud Acquisition Corporation

Shaoke Li

Chief Executive Officer

30 Orange Street

London

United Kingdom, WC2H 7HF

Email: jack.li@dtcloudspac.com

Maius Pharmaceutical Co., Ltd.

Mingfeng Shi

Chief Executive Officer

Room 913, Building 1, No. 515 Huanke Road, Pudong New District, Shanghai, China

Email: maius@maiuspharma.com