Distoken Acquisition Corp Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 17th, 2023 • Distoken Acquisition Corp • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 15, 2023, is made and entered into by and among Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Xiaosen Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), I-Bankers Securities, Inc. (the “Representative”, and the Sponsor, the Representative, together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section ‎5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).

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6,000,000 Units DISTOKEN ACQUISITION CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • February 17th, 2023 • Distoken Acquisition Corp • Blank checks • New York

Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with I-Bankers Securities, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows (provided that to the extent there is only one Underwriter, then all references to Representative and Underwriters shall mean I-Bankers, as the Underwriter):

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RIGHTS AGREEMENT
Rights Agreement • February 17th, 2023 • Distoken Acquisition Corp • Blank checks • New York

This Rights Agreement (this “Agreement”) is made as of February 15, 2023 between Distoken Acquisition Corporation, a Cayman Islands exempted company with number 363925, with offices at Unit 1006, Block C, Jinshangjun Park, No. 2 Xiaoba Road, Panlong District, Kunming, Yunnan, China (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).

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UNIT SUBSCRIPTION AGREEMENT
Unit Subscription Agreement • February 17th, 2023 • Distoken Acquisition Corp • Blank checks • New York

This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 15th day of February, 2023, by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business Unit 1006, Block C, Jinshangjun Park, No. 2 Xiaoba Road, Panlong District, Kunming, Yunnan, China, and Xiaosen Sponsor LLC (the “Purchaser”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • February 17th, 2023 • Distoken Acquisition Corp • Blank checks

Pursuant to Section ‎1(k) of the Investment Management Trust Agreement between Distoken Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of February 15, 2023 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[·] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • February 3rd, 2023 • Distoken Acquisition Corp • Blank checks

Pursuant to Section ‎1(k) of the Investment Management Trust Agreement between Distoken Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2023 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[·] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

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Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, China Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • February 17th, 2023 • Distoken Acquisition Corp • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and I-Bankers Securities, Inc. (the “Representative”), as the representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 6,900,000 of the Company’s units (including up to 900,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “ordinary shares”), one warrant (each whole warrant, a “Warrant”) and one right (the “Right”). Each Warrant entitles the holder thereof to purchase one ordinary share at a price of $11.50 per share, subject to adjustment. Each Right entitles the holder thereof to receive one-tenth (1/10) of one ordinary sh

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WARRANT AGREEMENT
Warrant Agreement • August 30th, 2021 • Distoken Acquisition Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).

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I-BANKERS SECURITIES, INC. New York, NY 10017 February 15, 2023
Distoken Acquisition Corp • February 17th, 2023 • Blank checks • New York

This is to confirm our agreement (this “Agreement”) whereby Distoken Acquisition Corporation, a Cayman Islands company (“Company”), has requested I-Bankers Securities, Inc. (the “Advisor”) to assist it in connection with the Company merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-248822) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).

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WARRANT AGREEMENT between DISTOKEN ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Warrant Agreement • February 17th, 2023 • Distoken Acquisition Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 15, 2023, is by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).

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FORM OF INDEMNITY AGREEMENT
Form of Indemnity Agreement • October 9th, 2020 • Distoken Acquisition Corp • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).

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I-BANKERS SECURITIES, INC. New York, NY 10017
Distoken Acquisition Corp • August 30th, 2021 • Blank checks • New York

This is to confirm our agreement (this “Agreement”) whereby Distoken Acquisition Corporation, a Cayman Islands company (“Company”), has requested I-Bankers Securities, Inc. (the “Advisor”) to assist it in connection with the Company merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-248822) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).

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THE REGISTERED HOLDER OF THIS WARRANT, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED. THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR...
Distoken Acquisition Corp • February 17th, 2023 • Blank checks • New York

THIS WARRANT IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY DISTOKEN ACQUISITION CORPORATION (“COMPANY”) OF A MERGER, share exchange, share reconstruction, RECAPITALIZATION OR amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other similar business combination with one or more businesses or assets (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND FEBRUARY 15, 2024. VOID AFTER 5:00 P.M. EASTERN TIME, ON THE EXPIRATION DATE (DEFINED HEREIN).

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SECURITIES SUBSCRIPTION AGREEMENT
Securities Subscription Agreement • October 9th, 2020 • Distoken Acquisition Corp • Blank checks • New York

This Securities Subscription Agreement (this “Agreement”), effective as of July 8, 2020, is made and entered into by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Xiaosen Sponsor LLC, a Cayman Islands limited liability company (the “Buyer”).

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FORM OF SHAREHOLDER SUPPORT AGREEMENT
Form of Shareholder Support Agreement • May 23rd, 2024 • Distoken Acquisition Corp • Blank checks • New York

This Shareholder Support Agreement (this “Agreement”) is made and entered into as of May 17, 2024, by and among (i) Youlife Group Inc., a Cayman Islands exempted company with registration number 408752 (“Pubco”), (ii) Youlife International Holdings Inc., a Cayman Islands exempted company with registration number 348890 (the “Company”), (iii) certain shareholders of the Company (each, a “Requisite Shareholder”), and (iv) Distoken Acquisition Corporation, a Cayman Islands exempted company with incorporation number 363925 (the “Purchaser”). Pubco, the Company, Purchaser, 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).

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FORM OF LOCK-UP AGREEMENT
Form of Lock-Up Agreement • May 23rd, 2024 • Distoken Acquisition Corp • Blank checks • New York

THIS LOCK-UP AGREEMENT (this “Agreement”) is being executed and delivered as of May 17, 2024, by the undersigned security holder of [the Company/Purchaser] (as defined below) (the “Holder”) in favor of and for the benefit of Youlife Group Inc., a Cayman Islands exempted company (“Pubco”), Distoken Acquisition Corporation, a Cayman Islands exempted company (together with its successors, including the Surviving Entity (as defined in the Business Combination Agreement), the “Purchaser”), Youlife International Holdings Inc., a Cayman Islands exempted company (the “Company”), and each of Pubco’s, Purchaser’s and/or the Company’s present and future Affiliates, successors and direct and indirect Subsidiaries (including the Company) (collectively with Pubco, Purchaser and the Company, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).

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Distoken Acquisition Corporation Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, China
Distoken Acquisition Corp • February 17th, 2023 • Blank checks

This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Distoken Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Xiaosen Sponsor LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, at Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District, Kunming, Yunnan, China. In exchange therefore, the Company shall pay Xiaosen Sponsor LLC $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.

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Distoken Acquisition Corporation Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, China
Distoken Acquisition Corp • October 9th, 2020 • Blank checks • New York

This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Distoken Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Xiaosen Sponsor LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, at Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District, Kunming, Yunnan, China. In exchange therefore, the Company shall pay Xiaosen Sponsor LLC $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.

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BUSINESS COMBINATION AGREEMENT by and among DISTOKEN ACQUISITION CORPORATION, as Purchaser, XIAOSEN SPONSOR LLC, as Sponsor, YOULIFE GROUP INC., as Pubco, YOULIFE I LIMITED, as First Merger Sub, YOULIFE II LIMITED, as Second Merger Sub, and YOULIFE...
Business Combination Agreement • May 23rd, 2024 • Distoken Acquisition Corp • Blank checks • New York
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FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Form of Non-Competition and Non-Solicitation Agreement • May 23rd, 2024 • Distoken Acquisition Corp • Blank checks • New York

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of May 17, 2024, by the undersigned security holder of the Company (as defined below) (the “Subject Party”) in favor of and for the benefit of Youlife Group Inc., a Cayman Islands exempted company (“Pubco”), Distoken Acquisition Corporation, a Cayman Islands exempted company (together with its successors, including the Surviving Entity (as defined in the Business Combination Agreement), the “Purchaser”), Youlife International Holdings Inc., a Cayman Islands exempted company (the “Company”), and each of Pubco’s, Purchaser’s and/or the Company’s present and future Affiliates, successors and direct and indirect Subsidiaries (including the Company) (collectively with Pubco, Purchaser and the Company, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.

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