5,000,000 Units Wealthbridge Acquisition Limited UNDERWRITING AGREEMENTUnderwriting Agreement • February 11th, 2019 • Wealthbridge Acquisition LTD • Blank checks • New York
The undersigned, Wealthbridge Acquisition Limited, a British Virgin Islands company (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
WEALTHBRIDGE ACQUISITION LIMITED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 13th, 2020 • Scienjoy Holding Corp • Services-computer processing & data preparation • New York
This Registration Rights Agreement (this “Agreement”) is entered into as of May 7, 2020, by and among Wealthbridge Acquisition Limited, a British Virgin Islands company (the “Company”) and the undersigned parties listed under Shareholder on the signature page hereto (each, an “Shareholder” and collectively, the “Shareholders”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Share Exchange Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 23rd, 2021 • Scienjoy Holding Corp • Services-computer processing & data preparation • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 23, 2021 (the “Execution Date”), is entered into by and between Scienjoy Holding Corporation, a British Virgin Islands corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
RIGHTS AGREEMENTRights Agreement • February 11th, 2019 • Wealthbridge Acquisition LTD • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of February 5, 2019 between Wealthbridge Acquisition Limited, a British Virgin Islands company, with offices at Flat A, 6/F, Block A, Tonnochy Towers, No. 272 Jaffe Road, Wanchai, Hong Kong (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the “Right Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 11th, 2019 • Wealthbridge Acquisition LTD • Blank checks • New York
This Agreement is made as of February 5, 2019 by and between Wealthbridge Acquisition Limited (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
WARRANT AGREEMENTWarrant Agreement • February 11th, 2019 • Wealthbridge Acquisition LTD • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of February 5, 2019, by and between Wealthbridge Acquisition Limited, a British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • February 23rd, 2021 • Scienjoy Holding Corp • Services-computer processing & data preparation • New York
This Common Stock Purchase Agreement (this “Agreement”) is entered into as of February 23, 2021 (the “Execution Date”), by and between Scienjoy Holding Corporation, a British Virgin Islands corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”).
February 3, 2019Wealthbridge Acquisition LTD • February 11th, 2019 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Wealthbridge Acquisition Limited, a British Virgin Islands company (the “Company”), and Chardan Capital Markets, LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, no par value (the “Ordinary Shares”), one redeemable warrant, each warrant entitling its holder to purchase one-half (1/2) of one Ordinary Share at an exercise price of $11.50 per full share (the “Warrants”), and one right to receive one-tenth (1/10) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 11th, 2019 • Wealthbridge Acquisition LTD • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of February 5, 2019 (“Agreement”), by and among WEALTHBRIDGE ACQUISITION LIMITED, a British Virgin Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited liability trust company (the “Escrow Agent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • December 21st, 2018 • Wealthbridge Acquisition LTD • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [_____], 2018 (“Agreement”), by and among WEALTHBRIDGE ACQUISITION LIMITED, a British Virgin Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited liability trust company (the “Escrow Agent”).
Scienjoy Holding Corporation Indemnification AgreementIndemnification Agreement • May 13th, 2020 • Scienjoy Holding Corp • Services-computer processing & data preparation • Delaware
This Indemnification Agreement (the “Agreement”) is made and entered into as of May 7, 2020 between Scienjoy Holding Corporation (f/k/a Wealthbridge Acquisition Limited), a British Virgin Islands company (the “Company”), and [NAME] (“Indemnitee”).
Share Pledge AgreementShare Pledge Agreement • June 17th, 2022 • Scienjoy Holding Corp • Services-computer processing & data preparation
This Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 1,2022 in Beijing, the People’s Republic of China (“China” or the “PRC”)
Exclusive Option AgreementExclusive Option Agreement • June 17th, 2022 • Scienjoy Holding Corp • Services-computer processing & data preparation
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the day of June 1,2022 in Beijing, the People’s Republic of China (“China” or the “PRC”):
RESALE LOCK-UP AGREEMENTResale Lock-Up Agreement • October 16th, 2020 • Scienjoy Holding Corp • Services-computer processing & data preparation • New York
This Resale Lock-Up Agreement (this “Agreement”) is dated as of Sep. 10 2020, by and between Cosmic Soar Limited (), a British Virgin Islands company (the “Holder”), and Scienjoy Holding Corporation, a British Virgin Islands company (the “Company”).
Power of Attorney AgreementPower of Attorney Agreement • June 17th, 2022 • Scienjoy Holding Corp • Services-computer processing & data preparation
This Power of Attorney Agreement (this “Agreement”) is made and executed by and between the following parties on June 1,2022 in the People’s Republic of China
Equity Acquisition Framework Agreement (English Translation, for reference only)Equity Acquisition Framework Agreement • October 16th, 2020 • Scienjoy Holding Corp • Services-computer processing & data preparation
This Equity Acquisition Framework Agreement (this “Agreement”) is entered into by and among the following Parties on August 10, 2020 (the “Execution Date”）in Beijing：
SHARE EXCHANGE AGREEMENT dated October 28, 2019 by and among Scienjoy Inc., a Cayman Islands company (the “Company”), WBY Entertainment Holdings Ltd., a British Virgin Islands company (“WBY”), Lavacano Holdings Limited, a Republic of Seychelles...Share Exchange Agreement • November 1st, 2019 • Wealthbridge Acquisition LTD • Blank checks • New York
This SHARE EXCHANGE AGREEMENT (the “Agreement”), dated as of October 28, 2019 (the “Signing Date”), by and among Scienjoy Inc., a Cayman Islands company (the “Company”), WBY Entertainment Holdings Ltd., a British Virgin Islands company (“WBY”), Lavacano Holdings Limited, a Republic of Seychelles company (“Lavacano”, together with WBY, each a “Seller” and collectively, the “Sellers”), and Wealthbridge Acquisition Limited, a British Virgin Islands company(the “Purchaser”).
RESALE LOCK-UP AGREEMENTResale Lock-Up Agreement • May 13th, 2020 • Scienjoy Holding Corp • Services-computer processing & data preparation • New York
This Resale Lock-Up Agreement (this “Agreement”) is dated as of May 7, 2020, by and between the stockholder set forth on the signature page to this Agreement (the “Holder”) and Wealthbridge Acquisition Limited, a British Virgin Islands company (the “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Share Exchange Agreement (as defined below).
FORM OF RESALE LOCK-UP AGREEMENTLock-Up Agreement • December 29th, 2021 • Scienjoy Holding Corp • Services-computer processing & data preparation • New York
This Resale Lock-Up Agreement (this “Agreement”) is dated as of , 2022, by and between Qingdao Weilaijin Industry Investment Fund Partnership (Limited Partnership) 青岛未来金产业投资基金合伙企业(有限合伙) (the “Holder”), a Chinese limited partnership, and Scienjoy Holding Corporation, a British Virgin Islands company (the “Company”).
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • June 28th, 2021 • Scienjoy Holding Corp • Services-computer processing & data preparation • New York
This Termination and Release Agreement (this “Termination Agreement”) is entered into as of June 24th, 2021 by and between Scienjoy Holding Corporation, a British Virgin Islands corporation (the “Company”), and White Lion Capital LLC, a Nevada limited liability company (the “Investor”, and together with the Company, the “Parties”, and each, a “Party”).
SHARE TRANSFER AGREEMENTShare Transfer Agreement • October 16th, 2020 • Scienjoy Holding Corp • Services-computer processing & data preparation
THIS SHARE TRANSFER AGREEMENT, made as of August 10th, 2020 (“Execution Date”) by and among Cosmic Soar Limited (宇翔有限公司), a limited liability company incorporated in British Virgin Islands (“Cosmic”, as the “Seller”), and Scienjoy Inc., a limited liability company incorporated in Cayman Islands (“Scienjoy”, as the “Buyer”).
Purchase and Sale of Equity Interest AgreementPurchase and Sale of Equity Interest Agreement • December 29th, 2021 • Scienjoy Holding Corp • Services-computer processing & data preparation
This Purchase and Sale of Equity Interest Agreement (this “Agreement”) is entered into by and among the following Parties on [December 29], 2021 in Beijing, China:
Power of Attorney AgreementPower of Attorney Agreement • May 13th, 2020 • Scienjoy Holding Corp • Services-computer processing & data preparation
This Power of Attorney Agreement (this “Agreement”) is made and executed bo and between the following parties on January 29, 2019 in the People’s Republic of China
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • May 13th, 2020 • Scienjoy Holding Corp • Services-computer processing & data preparation
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on January 29, 2019 in Beijing, the People’s Republic of China (“China” or the “PRC”).
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • June 17th, 2022 • Scienjoy Holding Corp • Services-computer processing & data preparation
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on June 1,2022 in Beijing, the People’s Republic of China (“China” or the “PRC”).
DIRECTOR SERVICE AGREEMENTDirector Service Agreement • May 13th, 2020 • Scienjoy Holding Corp • Services-computer processing & data preparation • New York
This Director Service Agreement (this “Agreement”) is made and entered into as of May ___, 2020 by and between Scienjoy Holding Corporation (the “Corporation”) and ______, an individual resident of [Jurisdiction] (the “Director”).
WEALTHBRIDGE ACQUISITION LIMITED VOTING AGREEMENTVoting Agreement • May 13th, 2020 • Scienjoy Holding Corp • Services-computer processing & data preparation • New York
This Voting Agreement (this “Agreement”) is made as of May 7, 2020 by and among Wealthbridge Acquisition Limited, a British Virgin Islands company (the “Purchaser”) and each of the individuals and entities set forth on the signature page hereto (each a “Voting Party” and collectively, the “Voting Parties”). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Share Exchange Agreement (as defined below).
ESCROW AGREEMENTEscrow Agreement • February 23rd, 2021 • Scienjoy Holding Corp • Services-computer processing & data preparation • California
THIS ESCROW AGREEMENT (this “Agreement”) is entered into as of February 23, 2021, by and among White Lion Capital LLC, a Nevada limited liability company (“Purchaser”), Scienjoy Holding Corporation, a British Virgin Islands corporation (“Seller”), and Indeglia PC, a California professional corporation (“Escrow Agent”). Purchaser and Seller are sometimes referred to individually as a “Party” and collectively as the “Parties.” For convenience of the Parties only, reference is made to that certain Common Stock Purchase Agreement, dated as of the same date hereof (the “Purchase Agreement”), by and between Purchaser and Seller.
FORM OF SHARE TRANSFER AGREEMENTShare Transfer Agreement • December 29th, 2021 • Scienjoy Holding Corp • Services-computer processing & data preparation
THIS SHARE TRANSFER AGREEMENT, made as of , 2022 (“Execution Date”) by and among Wolter Global Investment Limited, a limited liability company incorporated in British Virgin Islands (“Wolter Global”, as the “Seller”), and Scienjoy Inc., a limited liability company incorporated in Cayman Islands (“Scienjoy”, as the “Buyer”).
Equity Repurchase AgreementEquity Repurchase Agreement • December 29th, 2021 • Scienjoy Holding Corp • Services-computer processing & data preparation
This Equity Repurchase Agreement (this “Agreement”) is entered into by and among the following Parties on December 29, 2021 (the “Execution Date”）in Beijing：
Loan AgreementLoan Agreement • May 13th, 2020 • Scienjoy Holding Corp • Services-computer processing & data preparation
Equity Acquisition Framework AgreementEquity Acquisition Framework Agreement • December 29th, 2021 • Scienjoy Holding Corp • Services-computer processing & data preparation
This Equity Acquisition Framework Agreement (this “Agreement”) is entered into by and among the following Parties on December 29, 2021 (the “Execution Date”）in Beijing：
The Supplement Agreement of Exclusive Option AgreementThe Supplement Agreement of Exclusive Option Agreement • May 13th, 2020 • Scienjoy Holding Corp • Services-computer processing & data preparation
This Supplement Agreement of Exclusive Option Agreement (this “Agreement”) is made and executed by and between the following parties on August 30,2019 in Haidian District, the People’s Republic of China
The Supplement Agreement of Exclusive Business Cooperation AgreementThe Supplement Agreement Of • May 13th, 2020 • Scienjoy Holding Corp • Services-computer processing & data preparation
This Supplement Agreement of Exclusive Business Cooperation Agreement Agreement (this “Agreement”) is made and entered into by and between the following parties on August 30, 2019 in Haidian District, Beijing, the People’s Republic of China(“China” or the “PRC”)..
ESCROW AGREEMENTEscrow Agreement • May 13th, 2020 • Scienjoy Holding Corp • Services-computer processing & data preparation • New York
This Escrow Agreement (the “Agreement”), dated as of May 7, 2020 by and among Loeb & Loeb LLP, as escrow agent (the “Escrow Agent”), Wealthbridge Acquisition Limited, a British Virgin Islands company (the “Purchaser”) and the Shareholders (each a “Shareholder” and collectively the “Shareholders”) of Scienjoy Inc. (the “Company”).
