8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

October 4, 2021

Date of Report (Date of earliest event reported)

ALBERTON ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

British Virgin Islands	001-38715	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Room 1001, 10/F, Capital Center 151 Gloucester Road Wanchai, Hong Kong	N/A
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: +852 2117 1621

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Indicate by check mark whether the registrant is an emerging growth Alberton as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one ordinary share, one redeemable warrant, and one right	ALACU	The Nasdaq Stock Market LLC
Ordinary shares, no par value	ALAC	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one-half (1/2) of one ordinary share	ALACW	The Nasdaq Stock Market LLC
Rights, each to receive one-tenth (1/10) of one ordinary share	ALACR	The Nasdaq Stock Market LLC

ADDITIONAL INFORMATION

THE PROPOSED BUSINESS COMBINATION WILL BE SUBMITTED TO SHAREHOLDERS OF ALBERTON ACQUISITION CORPORATION (“ALBERTON”) AND SOLARMAX TECHNOLOGY, INC. (“SOLARMAX”) FOR THEIR CONSIDERATION AT SPECIAL MEETINGS OF THEIR RESPECTIVE SHAREHOLDERS. ALBERTON HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) A PRELIMINARY PROXY STATEMENT/PROSPECTUS IN FORM S-4 (FILE NO. 333-251825) AND INTENDS TO FILE FURTHER PRELIMINARYAND DEFINITIVE PROXY STATEMENTS/PROSPECTUS IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AND OTHER MATTERS. ALBERTON AND SOLARMAX WILL MAIL A DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS TO THEIR RESPECTIVE SHAREHOLDERS AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE BUSINESS COMBINATION. SHAREHOLDERS OF ALBERTON AND SOLARMAX AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS AND DEFINITIVE PROXY STATEMENT/PROSPECTUS, AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. SHAREHOLDERS WILL ALSO BE ABLE TO OBTAIN A FREE COPY OF THE PROXY STATEMENT/PROSPECTUS, AS WELL AS OTHER FILINGS CONTAINING INFORMATION ABOUT ALBERTON, SOLARMAX AND THE PROPOSED BUSINESS COMBINATION, ONCE SUCH DOCUMENTS ARE FILED WITH THE SEC, WITHOUT CHARGE, AT THE SEC’S WEBSITE (WWW.SEC.GOV). COPIES OF THE PROXY STATEMENT/PROSPECTUS AND SUCH OTHER FILINGS WITH THE SEC CAN ALSO BE OBTAINED, WITHOUT CHARGE, BY DIRECTING A REQUEST TO ALBERTON AT ROOM 1001, 10/F, CAPITAL CENTER, 151 GLOUCESTER ROAD, WANCHAI, HONG KONG.

PARTICIPANTS IN THE SOLICITATION

ALBERTON, SOLARMAX AND THEIR RESPECTIVE DIRECTORS AND EXECUTIVE OFFICERS AND OTHER PERSONS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM ALBERTON’S AND SOLARMAX’ SHAREHOLDERS IN RESPECT OF THE PROPOSED BUSINESS COMBINATION. INFORMATION REGARDING ALBERTON’S DIRECTORS AND EXECUTIVE OFFICERS IS AVAILABLE IN ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020, FILED WITH THE SEC ON APRIL 6, 2021, AS AMENDED BY A FORM 10-K/A ON JUNE 22, 2021. A LIST OF THE NAMES OF SOLARMAX’S DIRECTORS AND EXECUTIVE OFFICERS, ADDITIONAL INFORMATION REGARDING THE PARTICIPANTS IN THE PROXY SOLICITATION AND A DESCRIPTION OF THEIR DIRECT AND INDIRECT INTERESTS ARE CONTAINED IN ALBERTON’S PROXY STATEMENT ON FORM S-4 (FILE NO. 333-251825) RELATING TO THE TRANSACTION WITH SOLARMAX WHICH HAS NOT BEEN DELCARED EFFECTIVE WITH THE SEC AND CAN BE OBTAINED FREE OF CHARGE FROM THE SOURCES INDICATED ABOVE. 

DISCLAIMER

THIS REPORT AND THE EXHIBITS HERETO ARE NOT A PROXY STATEMENT/PROSPECTUS OR SOLICITATION OF A PROXY, CONSENT OR AUTHORIZATION WITH RESPECT TO ANY SECURITIES OR IN RESPECT OF THE PROPOSED BUSINESS COMBINATION AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES OF ALBERTON OR SOLARMAX, NOR SHALL THERE BE ANY SALE OF ANY SUCH SECURITIES IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFER, SOLICITATION, OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH STATE OR JURISDICTION. NO REGISTERED OFFERING OF SECURITIES SHALL BE MADE EXCEPT BY MEANS OF A PROSPECTUS MEETING THE REQUIREMENTS OF SECTION 10 OF THE SECURITIES ACT OF 1933, AS AMENDED.

1

FORWARD LOOKING STATEMENTS

THIS REPORT AND THE EXHIBITS HERETO INCLUDE “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE SAFE HARBOR PROVISIONS OF THE U.S. PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. ANY ACTUAL RESULTS MAY DIFFER FROM EXPECTATIONS, ESTIMATES AND PROJECTIONS PRESENTED OR IMPLIED AND, CONSEQUENTLY, YOU SHOULD NOT RELY ON THESE FORWARD-LOOKING STATEMENTS AS PREDICTIONS OF FUTURE EVENTS. WORDS SUCH AS “EXPECT,” “ESTIMATE,” “PROJECT,” “BUDGET,” “FORECAST,” “ANTICIPATE,” “INTEND,” “PLAN,” “MAY,” “WILL,” “COULD,” “SHOULD,” “BELIEVES,” “PREDICTS,” “POTENTIAL,” “CONTINUE,” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS INCLUDE, WITHOUT LIMITATION, ALBERTON’S EXPECTATIONS WITH RESPECT TO FUTURE PERFORMANCE, ANTICIPATED FINANCIAL IMPACTS OF THE PROPOSED BUSINESS COMBINATION, APPROVAL OF THE BUSINESS COMBINATION TRANSACTIONS BY SECURITY HOLDERS, THE SATISFACTION OF THE CLOSING CONDITIONS TO SUCH TRANSACTIONS AND THE TIMING OF THE COMPLETION OF SUCH TRANSACTIONS.

SUCH FORWARD-LOOKING STATEMENTS RELATE TO FUTURE EVENTS OR FUTURE PERFORMANCE, BUT REFLECT THE PARTIES’ CURRENT BELIEFS, BASED ON INFORMATION CURRENTLY AVAILABLE. MOST OF THESE FACTORS ARE OUTSIDE THE PARTIES’ CONTROL AND ARE DIFFICULT TO PREDICT. A NUMBER OF FACTORS COULD CAUSE ACTUAL EVENTS, PERFORMANCE OR RESULTS TO DIFFER MATERIALLY FROM THE EVENTS, PERFORMANCE AND RESULTS DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT MAY CAUSE SUCH DIFFERENCES INCLUDE, AMONG OTHER THINGS: THE RISK FACTORS DISCLOSED IN AMENDMENT NO. 1 TO ALBERTON’S REGISTRATION STATEMENT ON FORM S-4 UNDER THE CAPTIONS “RISK FACTORS,” “CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS,” “ALBERTON MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDIIONS AND RESULT OF OPERATIONS” AND “SOLARMAX MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITOIN AND RESULTS OF OPERATIONS,’ AND THE RISK THAT, SINCE THE REGISTRATION STATEMENT ON S-4 HAS NOT BEEN DECLARED EFFECTIVE, THE FINAL PROXY STATEMENT/PROSPECTUS MAY INCLUDE SIGNIFICATN ADDITIONAL RISKS. SPECIFIC RISKS INCLUDE THE POSSIBILITY THAT THE BUSINESS COMBINATION DOES NOT CLOSE OR THAT THE CLOSING MAY BE DELAYED BECAUSE CONDITIONS TO THE CLOSING MAY NOT BE SATISFIED, INCLUDING THE RECEIPT OF REQUISITE SHAREHOLDER, NASDAQ AND OTHER APPROVALS, THE FUNDS AVAILABLE TO THE SURVIVING CORPORATION AFTER THE MERGER FROM THE TRUST ACCOUNT, AFTER TAKING INTO ACCOUNT ANY REDEMPTIONS BY PUBLIC STOCKHOLDERS, AND FROM ANY PRIVATE FINANCINGS; THE PERFORMANCES OF ALBERTON AND SOLARMAX, AND THE ABILITY OF ALBERTON OR, AFTER THE CLOSING OF THE TRANSACTIONS, THE COMBINED COMPANY, TO CONTINUE TO MEET THE NASDAQ CAPITAL MARKET’S LISTING STANDARDS; THE REACTION OF SOLARMAX’ CUSTOMERS, LENDERS, SUPPLIERS AND OTHERS WITH WHICH SOLARMAX CONDUCTS BUSINESS, SERVICE PROVIDERS TO THE BUSINESS COMBINATION; UNEXPECTED COSTS, LIABILITIES OR DELAYS IN THE BUSINESS COMBINATION TRANSACTION; SOLARMAX’ ABILITY TO OPERATE PROFITABLY, SOLARMAX’ ABILITY TO EXPAND ITS CUSTOMER BASE IN CHINA, THE EFFECT OF THE COVID-19 PANDEMIC AND THE ACTIONS TAKEN BY GOVERNMENTS TO ADDRESS THE PANDEMIC; THE EFFECTS OF ANY CURRENT OR NEW GOVERNMENT REGULATIONS IN THE UNITED STATES AND CHINA THAT RELATE TO SOLAR ENERGY AND AFFECT THE MARKET FOR SOLAR ENERGY; THE EFFECT OF TRADE RELATIONS BETWEEN THE UNITED STATES AND CHINA; THE OUTCOME OF ANY LEGAL PROCEEDINGS RELATED TO THE TRANSACTION; THE OCCURRENCE OF ANY EVENT, CHANGE OR OTHER CIRCUMSTANCES THAT COULD GIVE RISE TO THE TERMINATION OF THE BUSINESS COMBINATION TRANSACTION AGREEMENT; AND GENERAL ECONOMIC CONDITIONS.

THE FOREGOING LIST OF FACTORS IS NOT EXCLUSIVE. ADDITIONAL INFORMATION CONCERNING THESE AND OTHER RISK FACTORS ARE CONTAINED IN ALBERTON’S MOST RECENT FILINGS WITH THE SEC. ALL SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS CONCERNING ALBERTON AND SOLARMAX, THE BUSINESS COMBINATION TRANSACTIONS DESCRIBED HEREIN OR OTHER MATTERS AND ATTRIBUTABLE TO ALBERTON, SOLARMAX, SOLARMAX’S SHAREHOLDERS OR ANY PERSON ACTING ON BEHALF OF ANY OF THEM ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS ABOVE AND THOSE SET FORTH IN THE PROXY STATEMENT WHEN FILED WITH THE SEC AND DISTRIBUTED TO THE SHAREHOLDERS OF ALBERTON AND SOLARMAX, INCLUDING THE SECTIONS “CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS,” “RISK FACTORS,” “ALBERTON MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPTIONS,” AND “SOLARMAX MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.” READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON ANY FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE MADE. NEITHER ALBERTON NOR SOLARMAX UNDERTAKES OR ACCEPTS ANY OBLIGATION OR UNDERTAKING TO RELEASE PUBLICLY ANY UPDATES OR REVISIONS TO ANY FORWARD-LOOKING STATEMENT TO REFLECT ANY CHANGE IN THEIR EXPECTATIONS OR ANY CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENT IS BASED, EXCEPT AS REQUIRED BY LAW.

2

Item 1.01 Entry into a Material Definitive Agreement.

Fifth Amendment to Merger Agreement

On October 4, 2021, Alberton, Alberton Merger Subsidiary Inc., a Nevada corporation and a wholly-owned subsidiary of Alberton (“Merger Sub”), and SolarMax entered into a fifth amendment (the “Fifth Amendment”), to the agreement and plan of merger, dated as of October 27, 2020 (as amended, the “Merger Agreement”).

Pursuant to the Fifth Amendment:

● the proceeds of $10,000,000 from the sale of the New Notes (defined below) shall be used to pay the Alberton’s indebtedness, including, but not limited to, (a) the deferred underwriting compensation of $4,020,797, (b) promissory notes in the total amount of $1,748,000 due to Global Nature (defined below) and AMC Sino (defined below), (c) extension notes issued to SolarMax in the aggregate principal amount of $927,567.30 as of the date of the Fifth Amendment; (d) loans made by the Hong Ye (defined below) from the proceeds of loans from SolarMax in the principal amount of $651,369 as of the date of the Fifth Amendment; (e) loans made by the Hong Ye in the principal amount of $1,353,640, (f) any additional loans made by the SolarMax to Alberton to fund the payment of expenses incurred by the Alberton, (g) the $50,000 payment due pursuant to Section 11 of the amendment to the Merger Agreement dated August 11, 2021, (h) any other expenses payable by the Alberton as of the closing of the merger, and (i) working capital;

● upon the effectiveness of an amendment to the charter of Alberton to extend the time that Alberton needs to complete its initial business combination to April 26, 2022, the Outside Date shall mean April 26, 2022; and

● any further loans by SolarMax with respect to expenses of Alberton shall be made directly to Alberton (and not to the Hong Ye for advancement by the Hong Ye to Alberton) and such loans shall be paid from the proceeds of the New Notes.

A copy of the Fifth Amendment is filed hereto as Exhibit 2.1 and is incorporated herein by reference. The foregoing summary of the terms of the Third Amendment is subject to, and qualified in its entirety by, such document.

In conjunction with the Fifth Amendment, Alberton has entered into the following agreements with various parties:

Securities Purchase Agreement and New Notes

On October 4, 2021, Alberton entered into certain securities purchase agreement with WEBAO LIMITED and EAST ASIA INTERNATIONAL TRADE CO., LIMITED (the “Note Investors”) (the “SPA”), pursuant to which the Note Investors shall purchase from Alberton and Alberton shall issue convertible notes in the aggregate amount of $10 million with no interest to the Note Investors (the “New Notes”) at the effectiveness of the Preliminary Proxy Statement/Prospectus on Form S-4 (File No. 333-251825). The New Notes shall be converted automatically into the number of fully paid and non-assessable shares of ordinary share with no par value of Alberton or, upon redomestication of the Alberton as a Nevada corporation, the common stock, par value $0.0001 per share of Alberton redomesticated as a Nevada corporation upon the closing of the merger at a price equal to ten (10) times the average trading price of the rights of Alberton, during a period of twenty-five (25) trading days ending on the second trading day prior to mailing of the prospectus to Alberton’s shareholders in connection with the special meeting to approve the merger.

Copy of the SPA by and among Alberton, WEBAO LIMITED, and EAST ASIA INTERNATIONAL TRADE CO., LIMITED and form of the New Notes, are filed hereto as Exhibits 10.1, and 10.2, and are incorporated herein by reference. The foregoing summaries of the terms of the SPA and the New Notes are subject to, and qualified in their entirety by, such documents.

3

Backstop Termination Agreements and New Backstop Agreements

As disclosed in the Alberton’s current report on Form 8-K/A on August 16, 2021, Alberton entered into certain backstop agreements with four backstop investors, pursuant to which the backstop investors shall commit to purchase an aggregate of no less than $18 million of ordinary shares of the Alberton in open market or private transactions from time to time, or from holders of public shares of Alberton who have exercised their redemption rights pursuant to the Alberton’s organization documents (the “Backstop Agreements”). On October 4, 2021, Alberton terminated Backstop Agreements with two investors with a total commitment of $10 million in consideration that they have not commenced any purchase under the Backstop Agreement, and entered into agreements (the “New Backstop Agreements”) in the substantially same form with two new investors (the “New Backstop Investors”) for a commitment of $10 million.

Copies of the Backstop Termination Agreement by and between Alberton and each of two previous investors are filed hereto as Exhibits 10.3 and 10.4 and are incorporated herein by reference. The foregoing summaries of the terms of the Backstop Termination Agreements subject to, and qualified in their entirety by, such document.

Copies of the New Backstop Agreements by and between Alberton and each of New Backstop Investors are filed hereto as Exhibits 10.5 and 10.6 and are incorporated herein by reference. The foregoing summaries of the terms of the New Backstop Agreements subject to, and qualified in their entirety by, such document.

Notes Termination Agreements

As disclosed in the Alberton’s current report on Form 8-K/A on August 16, 2021, Alberton entered into certain note conversion agreements (the “Note Conversion Agreements”) with each of Hong Ye Hong Kong Shareholding Co., Limited (“Hong Ye”), Global Nature Investment Holdings Limited (“Global Nature”) and Qingdao Zhongxin Huirong Distressed Asset Disposal Co., Ltd. (“AMC Sino” and collectively with Hong Ye and Global Nature, the “Noteholders”).

Pursuant to the SPA, the proceeds of sale of the New Notes will be used to, among others, pay off the indebtedness of Alberton as of the closing of the merger including outstanding notes of the Noteholders. As a result, on October 4, 2021, Alberton terminated the Note Conversion Agreements with the Noteholders.

Copies of the Notes Termination Agreements by and between Alberton and each of Hong Ye, AMC Sino and Global Nature, are filed hereto as Exhibits 10.7, 10.8 and 10.9, respectively, and are incorporated herein by reference. The foregoing summaries of the terms of the Notes Termination Agreements are subject to, and qualified in their entirety by, such documents.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are filed with this report.

Exhibits Number
2.1	Fifth Amendment to Agreement and Plan of Merger dated October 4, 2021
10.1	Securities Purchase Agreement by and among Alberton, WEBAO LIMITED, and EAST ASIA INTERNATIONAL TRADE CO., LIMITE dated October 4, 2021 Termination Agreement, by and between Alberton and Grow California dated October 4, 2021
10.2	Form of Convertible Notes
10.3	Backstop Termination Agreement, by and between Alberton and Quest Mark No. 9 L.P. dated October 4, 2021
10.4	Backstop Termination Agreement, by and between Alberton and Grow California LLC dated October 4, 2021
10.5	New Backstop Agreement by and between Alberton and Nana Feng dated October 4, 2021
10.6	New Backstop Agreement by and between Alberton and Yaxian Wang dated October 4, 2021
10.7	Notes Termination Agreement by and between Alberton and Hong Ye dated October 4, 2021
10.8	Notes Termination Agreement by and between Alberton and AMC Sino dated October 4, 2021
10.9	Notes Termination Agreement by and between Alberton and Global Nature dated October 4, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

4

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 7, 2021
ALBERTON ACQUISITION CORPORATION
By:	/s/ Guan Wang
	Name: Guan Wang Title: Chief Executive Officer

5

EX-2.1

Exhibit 2.1

FIFTH AMENDMENT

Fifth Amendment dated October 4, 2021, to the Agreement and Plan of Merger dated October 27, 2020, by and among Alberton Acquisition Corporation, Alberton Merger Subsidiary, Inc. and SolarMax Technology, Inc. as amended by amendments dated November 10, 2020, March 31, 2021, August 11, 2021, and September 10, 2021, which agreement, as so amended is referred to as the “Merger Agreement.”

1. All terms defined in the Merger Agreement and used in this Amendment shall have the same meaning in this Amendment as in the Merger Agreement.

2. Purchaser has filed preliminary proxy materials for a special meeting of shareholders for the purpose of amending Purchaser’s Memorandum and Articles of Association to extend the last date by which Purchaser must complete a business combination from October 26, 2021 to April 26, 2022 (the “Extension Amendment”). In connection with the Extension Amendment, Purchaser has agreed to make a monthly extension payment as specified in the definitive proxy materials for each public share that is not redeemed in connection with the Extension Amendment. The Company agrees that it will fund up to six extension payments in the amount payable pursuant to the preceding sentence. The Company shall make the loan to Purchaser on the same terms as the extension loans previously made by the Company, as the same may be amended pursuant to this Amendment.

3. Purchaser shall enter into a securities purchase agreement (the “Convertible Note Agreement”), in substantially the form of Exhibit A to this Amendment pursuant to which the Purchaser issues and sells to two investors convertible notes (the “Notes”) in the aggregate principal amount of $10 million, in the form of Exhibit A to the Convertible Note Agreement, the Notes to be automatically converted upon the closing of the Merger, into such number of the Purchaser’s ordinary shares or, upon the Redomestication, as defined in the Merger Agreement, common stock of the Nevada successor corporation, without any action by the holders, at a conversion price equal to ten times the average trading price of the rights of the Purchaser, during a period of 25 trading days ending on the second trading day prior to mailing of the Merger Prospectus to the Company’s shareholders in connection with the special meeting to approve the Merger.

4. The proceeds from the sale of the Notes shall be used to pay Purchaser’s indebtedness, including, but not limited to, (a) the deferred underwriting compensation of $4,020,797, (b) promissory notes in the total amount of $1,748,000 due to Global Nature Investment Holdings Limited (“Global Nature”) and Qingdao Zhongxin Huirong Distressed Asset Disposal Co., Ltd. (“AMD”), (c) extension notes issued to the Company in the aggregate principal amount of $927,567.30 as of the date of this Amendment, together with any additional extension loans which the Company may make pursuant to Section 1 of this Amendment; (d) loans made by the Sponsor from the proceeds of loans from the Company (“Sponsor Loans”) in the principal amount of $651,369 as of the date of this Agreement; (e) loans made by the Sponsor in the principal amount of $1,353,640, (f) any additional loans made by the Company to the Purchaser to fund the payment of expenses incurred by Purchaser, (g) the $50,000 payment due pursuant to Section 11 of the amendment to the Merger Agreement dated August 11, 2021 (the “Third Amendment”), (h) any other expenses payable by the Purchaser as of the Closing, and (i) working capital.

5. The provisions of Section 8 of the Third Amendment to the Merger Agreement that provide that the Sponsor Loans will be treated as a contribution of capital is amended, and the Sponsor Notes will be paid from the proceeds of the Notes, and the Sponsor shall pay to the Company the principal amount of the Sponsor Loans. The Sponsor hereby assigns to the Company the amount payable by the Purchaser to the Sponsor with respect to the Sponsor Loans, and the Purchaser shall make such payment directly to the Company.

6. Any further loans by the Company with respect to expenses of the Purchaser shall be made directly to the Purchaser (and not to the Sponsor for advancement by the Sponsor to the Purchaser) and such loans shall be paid from the proceeds of the Notes.

7. The Purchaser shall enter into agreements with Global Nature, AMD and the Sponsor which terminate the agreements entered into pursuant to Section 3 of the Third Amendment, and pursuant to which the Purchaser agrees to pay such notes at the closing of the Merger.

8. The Purchaser shall enter into backstop agreements in the form previously approved by the Purchaser with two investors, each agreeing to invest $5.0 million, and shall terminate certain existing backstop agreements in the aggregate amount of $10 million.

9. Upon the effectiveness of Extension Amendment, the Outside Date defined in the Merger Agreement shall mean April 26, 2022.

10. Except as amended by this Amendment, the Merger Agreement shall remain in full force and effect.

[signatures on following page]

IN WITNESS WHEREOF, each Party hereto has caused this Amendment to be signed and delivered as of the date first written above.

ALBERTON ACQUISITION CORPORATION
By:	/s/ Guan Wang
	Name:	Guan Wang
	Title:	CEO
ALBERTON MERGER SUBSIDIARY, INC.
By:	/s/ Guan Wang
	Name:	Guan Wang
	Title:	CEO
SOLARMAX TECHNOLOGY, INC.
By:	/s/ David Hsu
	Name:	David Hsu
	Title:	CEO

Hong Ye Hong Kong Shareholding Co., Limited, the Sponsor, agrees to the terms of the foregoing amendment.

HONG YE HONG KONG SHAREHOLDING CO., LIMITED
By:	/s/ Guan Wang
	Name:	Guan Wang
	Title:	Director

EX-10.1

Exhibit 10.1

ALBERTON ACQUISITION CORPORATION

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 4, 2021, by and between Alberton Acquisition Corporation, a British Virgin Islands company (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

WHEREAS, the Company was organized for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, an operating business (“Business Combination”); and

WHEREAS, the Company has entered into that certain Merger Agreement dated October 27, 2020, by and among the Company, Alberton Merger Subsidiary Inc., a Nevada corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and SolarMax Technology, Inc., a Nevada corporation (“SolarMax”), as amended by amendments dated November 10, 2020, March 31, 2021, August 11, 2021 September 10, 2021 and October 4, 2021, which agreement, as so amended and as may be hereafter amended, including an amendment to reflect this Agreement, being referred to as the “Merger Agreement,” pursuant to which Merger Sub will merge with and into SolarMax (the “Merger”), and SolarMax will survive the Merger as a wholly-owned subsidiary of the Company; and

WHEREAS, the Company has filed a registration statement on Form S-4 (File Number 333-251825) (the “S-4 Registration Statement”) relating to the transactions contemplated by the Merger Agreement which has not been declared effective by the U.S. Securities and Exchange Commission (the “Merger Prospectus”); and

WHEREAS, the Investors wish to purchase from the Company, and the Company wishes to sell and issue to the Investors, upon the terms and conditions stated in this Agreement, convertible promissory notes (the “Notes”) in the aggregate amount of USD$10,000,000 (the “Principal Amount”) of of the Company, which Notes are automatically converted into shares (the “Conversion Shares”) of the Company’s ordinary shares with no par value (the “Ordinary Shares”) at the conversion at the closing of the Merger which Ordinary Shares shall, pursuant to the Redomestication, as defined in the Merger Agreement, become shares of common stock, par value $0.0001 per share or the Company as a Nevada corporation (“Common Stock”), and which Notes shall be in the form of Exhibit A (the “Form of Notes”);

WHEREAS, the Notes and the Conversion Shares issued pursuant to this Agreement are together referred to herein as the “Securities”; and

NOW, THEREFORE, in consideration of the mutual terms, conditions and other agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree to the sale and purchase of the Securities as set forth herein.

1. Definitions.

For purposes of this Agreement, the terms set forth below shall have the corresponding meanings provided below.

“1933 Act” means the Securities Act of 1933, as amended.

“1934 Act” means the Securities Exchange Act of 1934, as amended.

“Affiliate” shall mean, with respect to any specified Person, (i) if such Person is an individual, the spouse, heirs, executors, or legal representatives of such individual, or any trusts for the benefit of such individual or such individual’s spouse and/or lineal descendants, or (ii) otherwise, another Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Person specified. As used in this definition, “control” shall mean the possession, directly or indirectly, of the sole and unilateral power to cause the direction of the management and policies of a Person, whether through the ownership of voting securities or by contract or other written instrument.

“Business Day” shall mean any day on which banks located in New York, New York are not required or authorized by law to remain closed.

“Ordinary Shares” is defined in the recitals above.

“Closing” and “Closing Date” are defined in Section 2.2.

“Company’s knowledge” means the knowledge of that each of the executive officers and directors (as defined in Rule 405 under the 1933 Act) of the Company, and the knowledge that each such person would have reasonably obtained after making due and appropriate inquiry.

“Conversion Shares” is defined in the recitals above.

“Liens” means any mortgage, lien, title claim, assignment, encumbrance, security interest, adverse claim, contract of sale, restriction on use or transfer or other defect of title of any kind.

“Notes” is defined in the recitals above.

“Person” shall mean an individual, entity, corporation, partnership, association, limited liability company, limited liability partnership, joint-stock company, trust or unincorporated organization.

“Purchase Price” shall mean the purchase price of each Note issued to each Investor as set forth on the signature pages affixed hereto and the aggregated purchase price of USD$10,000,000, with the Purchase Price of each Note being 100% of the principal amount of the Note issued to the Investor.

“Registrable Securities” shall mean the Conversion Shares; provided, however, that a security shall cease to be a Registrable Security upon (A) sale pursuant to a Registration Statement or Rule 144 or Regulation S under the 1933 Act, or (B) such security becoming eligible for sale by the Investors pursuant to Rule 144 or Regulation S without volume limitations, or (C) three years from the date of issuance of the Notes.

“Resale Prospectus” shall mean the prospectus forming part of any registration statement of the Company filed under the 1933 Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.

“Regulation D” means Regulaton D under the 1933 Act or any successor regulation.

“Regulation S” means Regulation S under the 1933 Actor any successor rule.

“Rule 144” means Rule 144 of the SEC pursuant to the 1933 Act.or any successor rule.

“S-4 Registration Statement” has the meaning set forth in recitals;

“SEC” means the United States Securities and Exchange Commission.

“Securities” is defined in the recitals above.

“Subsidiaries” shall mean any corporation or other entity or organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest or otherwise controls through contract or otherwise.

“Transfer” shall mean any sale, transfer, assignment, conveyance, charge, pledge, mortgage, encumbrance, hypothecation, security interest or other disposition, or to make or effect any of the above.

“U.S. Person” is defined under Rule 902 of the SEC pursuant to the 1933 Act or any successor rule.

2

2. Sale and Purchase of Notes.

2.1 Subscription for Notes by Investors. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined) each of the Investors shall severally, and not jointly, purchase from the Company, and the Company shall sell to the Investors, the Notes, in the respective amounts set forth on the signature pages of this Agreement upon receipt by the Escrow Agent, as hereinafter defined, of the Purchase Price payable by the Investor.

2.2 Deposit in Escrow. Each Investor shall, not later than the effective date of the S-4 Registration Statement, pay the Purchase Price payable by such Investor to Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement with the Escrow Agent which provides that the Escrow Agent shall pay to the Company the amount deposited into escrow by the Investor contemporaneously with the closing of the Merger and the release to the Company of funds held by the Escrow Agent pursuant to an Investment Management Trust Agreement dated October 23, 2018 by and between the Company and the Escrow Agent, as trustee. In the event that the Company fails to consummate the Merger by the last day on which the Company may complete a business combination under with memorandum and articles of association or liquidates, the Company shall instruct the escrow agent to return the fund to the Investors.

2.3 Closing. Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to each Investor, and each Investor shall, severally and not jointly, purchase from the Company on the effective date of the S-4 Registration Statement (the “Closing Date”), such principal amount of Notes set forth on the signature pages of this Agreement for the Purchase Price of the Notes (the “Closing”). The Closing shall occur remotely via the exchange of documents and signatures and wire transfer of immediately available funds on the to the Escrow Agent. The Company shall deliver to each Investor, against delivery by each Investor of the Purchase Price to the Escrow Agent (as provided in Section 2.2), duly issued Notes representing the principal amount of Notes being purchased by such Investor

2.4 Release of Funds. Immediately prior to the closing of the Merger, the Company shall provide a written instruction mutually signed by the Company and SolarMax to the Escrow Agent to distribute the funds held in the Escrow Account to pay off the outstanding indebtedness of the Company as of the closing of the Merger and release the remaining funds, if any, to the operating bank account of the Company following the closing of the Merger; provided that upon occurrence of any Event of Default set forth in the Notes, the Company shall, without the consent of SolarMax, instruct the Escrow Agent to return the funds held in the Escrow Account to the Investors in accordance with Section (3) of the Notes.

3

3. Representations, Warranties and Acknowledgments of the Investors.

Each Investor severally and not jointly represents and warrants to the Company solely as to such Investor that:

3.1 Organization. If an entity, the Investor has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. The execution, delivery and performance by the Investor of this Agreement are within the powers of the Investor, have been duly authorized and will not constitute or result in a material breach or default under or conflict with any law, statute, rule or regulation applicable to the Investor, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not an individual, will not violate any provisions of the Investor’s organizational documents. The signature on this Agreement is genuine, and the signatory, if the Investor is an individual, has legal competence and capacity to execute the same or, if the Investor is not an individual the signatory has been duly authorized to execute the same.

3.2 Authority; Non-Contravention. This Agreement has been validly authorized, executed and delivered by Investor and assuming the due authorization, execution and delivery thereof by the other parties hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Investor does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Investor is a party which would prevent Investor from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Investor is subject.

3.3 Governmental Approvals. All consents, approvals, orders, authorizations, registrations, qualifications, designations, declarations or filings with any governmental or other authority on the part of Investor required in connection with the consummation of the transactions contemplated in the Agreement have been or shall have been obtained prior to and be effective as of the Closing.

3.4 Eligible Investor. Such Investor is an accredited investor as defined in Rule 501(a) of Regulation D under the 1933 Act (“Regulation D”) or a “non-U.S. Person” as defined in Regulation S promulgated under the Securities Act. The Investor is acquiring the Securities only for its own account and not for the account of others, and not on behalf of any other account or person or with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act. The Investor is not an entity formed for the specific purpose of acquiring the Securities.

(a) If the Investor is U.S. Person the Investor has has completed and initialed the accredited investor questionnaire included as Exhibit B to this Agreement.

(b) If the Investor is a non-U.S. Person, the Investor further represents the following in connection with the Regulation S compliance.

(i) The Investor is not a U.S. Person. The Investor is at the time of the offer and execution of this Agreement, domiciled outside the United States.

(ii) The Investor agrees that all offers and sales of the Securities from the date hereof and through the expiration of any restricted period set forth in Rule 903 of Regulation S (or any successor rule) shall not be made to U.S. Persons or for the account or benefit of U.S. Persons and shall otherwise be made in compliance with the provisions of Regulation S and any other applicable provisions of the Securities Act.

(iii) The Investor shall not engage in hedging transactions with regard to the Securities unless in compliance with the 1933 Act. This Agreement and the transactions contemplated herein are not part of a plan or scheme to evade the registration provisions of the Securities Act, and the Shares are being acquired for investment purposes by the Investor.

4

(iv) The Investor acknowledges that the Company will refuse to register any transfer of any of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act.

(vi) The Investor understands that the sale of the Securities is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). The Investor is not a U.S. Person (as defined in Regulation S), it is acquiring the Securities in an offshore transaction in reliance on Regulation S, and it has received all the information that it considers necessary and appropriate to decide whether to acquire the Shares hereunder outside of the United States. The Investor is not relying on any statements or representations made in connection with the transactions contemplated hereby other than representations contained in this Agreement. The Investor understands and agrees that Securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein.

3.5 No Brokers. No broker, investment banker, financial advisor, finder or other person has been retained by or is authorized to act on behalf of Investor that will be entitled to any fee or commission for which the Company will be liable in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby.

3.6 Securities Law Compliance. The Investor understands that the Securities are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Securities issued at the Closing have not been registered under the Securities Act. The Investor understands that the Securities are restricted securities, as defined in Rule 144 and may not be resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates (if any) or any book-entry shares representing the Securities issued at the Closing shall contain a legend or restrictive notation to such effect. The Investor understands and agrees that the Securities, until sold pursuant to an effective registration statement, will be subject to transfer restrictions and, as a result of these transfer restrictions, the Investor may not be able to readily resell the Securities and may be required to bear the financial risk of an investment in the Securities for an indefinite period of time. The Investor understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Securities. The Investor understands that, because the Company is a shell corporation, the Investor will not be eligible to use Rule 144 promulgated under the Securities Act for at least one year after “Form 10” information relating to the Merger has been filed with the SEC. The Investor is not subject to the “Bad Actor” disqualification, as such terms is defined in Rule 506 of Regulation D, promulgated under the Securities Act. The Investor understands that the Shares will be issued in book entry form and will be subject to a standard securities law restricted share legend and stop order against the transfer of the Securities.

3.7 Risks of Investment.

(a) The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Securities, including those set forth in the Company’s filings with the SEC. The Investor is able to fend for itself in the transactions contemplated herein and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision. Alone, or together with any professional advisor(s), the Investor has considered the risks of an investment in the Securities and determined that the Securities are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the Company.

5

(b) The Investor understands that the Conversion Price is based on the trading price of the Company’s rights that are currently traded on the Nasdaq Capital Market under trading symbol “ALACR") and understands the relationship between such price and the market price for the Company’s Ordinary Shares.

(c) The Investor acknowledges specifically that a possibility of total loss exists and has the financial ability to sustain a total loss of its investment. In making its decision to purchase the Securities, the Investor has relied solely upon independent investigation made by the Investor and the representations and warranties of the Company set forth herein. Without limiting the generality of the foregoing, the Investor has not relied on any projections or forecasts of future results of operations. Investor acknowledges and agrees that Investor had access to, and an adequate opportunity to review, financial and other information as Investor deems necessary in order to make an investment decision with respect to the Securities.

(c) The Investor understands and agrees that no federal or state agency has passed upon or endorsed the merits of this offering of the Shares or made any findings or determination as to the fairness of this investment or the accuracy or adequacy of the information provided to the Investor.

3.8. Anti-Money Laundering.  The operations of the Investor, including the obligations of the Investor pursuant to this Agreement, are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the USA Patriot Act of 2001 and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency in the United States and, if the Investor is a resident of any country other  than the United States the anti-money laundering laws of the country in which the Investor is a resident (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Investor with respect to the Anti-Money Laundering Laws is pending or, to the Investor’s knowledge, threatened and there is no basis for any such action, suit or proceeding.

3.9 Absence of Certain Relationships.  To the best of the Investor’s knowledge, none of: (i) the Investor; (ii) any person controlling or controlled by the Investor; (iii) any person having a beneficial interest in the Investor; or (iv) any person for whom the Investor is acting as agent or nominee in connection with the purchase of the Shares:

(a) is a country, territory, individual or entity named on a list maintained by of the U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”), or a person or entity prohibited under the OFAC Programs.  The Investor agrees to promptly notify the Company should the Investor become aware of any change in the information set forth in these representations; or

(b) is a senior foreign political figure ^[1], or any immediate family ^[2] member or close associate ^[3] of a senior foreign political figure, as such terms are defined in the footnotes below.

3.10 IRS Tax Documents. The Investor is delivering, contemporaneously with the execution of this Agreement either an IRS Form W-9 or the applicable IRS Form W-8.

^[1] A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.

^[2] The “immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws.

^[3] A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.

6

4. Representations and Warranties of the Company.

The Company represents, warrants and covenants to the Investors that:

4.1. Organization. The Company is duly formed in the jurisdiction of its organization and, upon completion of the redomestication from a British Virgin Islands corporation into a Nevada corporation will be a corporation organized, existing and in good standing under the laws of the State of Nevada, and has the requisite corporate power and authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby and thereby.

4.2. Authorization for the Securities. The Securities have been duly authorized and when issued and delivered to the Investor against full payment therefor in accordance with the terms of this Agreement, the Securities will be validly issued, fully paid and non-assessable, free and clear of all liens or other restrictions (other than those arising under this Agreement or applicable securities laws or that incurred by the Investor) and will not have been issued in violation of or subject to any preemptive or similar rights created under the Company’s organizational documents.

4.3 Authority; Non-Contravention. This Agreement has been validly authorized, executed and delivered by the Company and assuming the due authorization, execution and delivery thereof by the other parties hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Company does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Company is a party which would prevent the Company from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Company is subject.

4.4 No Broker. Neither the Company nor SolarMax has entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other person to any broker’s or finder’s fee or any other commission or similar fee in connection with the transactions contemplated by this Agreement.

5. Registration Rights.

5.1 Resale Prospectus and Liquidated Damages. Within four (4) business days of the Closing, the Company shall file the Resale Prospectus and use the commercially reasonable effort to have the Resale Prospectus declared effective by the SEC within 20 trading days following the closing of the Merger (the “Required Effective Date”). In the event that the Resale Prospectus has not been declared effective by the Required Effective Date, for each thirty (30) day period subsequent to the Required Effective Date that the Company shall have failed to have the Resale Propsectus declared effective, the Company shall pay, within three (3) business days following each thirty-day period, liquidated damages equal to one-half percent (0.5%) of the Purchase Price in cash as liquidated damanges (the “Liquidated Damages”) and such payment shall not be considered as a penalty. The Liqudiated Damage for any thirty-day period will be prorated to the extent that the Resale Prospectus is declared by the SEC during such thirty-day period.

7

5.2 Condition to Registration. It shall be a condition precedent to the obligations of the Company to complete any registration pursuant Section 5.1 that the Investors shall furnish to the Company in a timely manner such information regarding the Investors, the Registrable Securities and the intended method of disposition as shall be reasonably required to effect and maintain the effectiveness of the registration of the Registrable Securities and the Investors shall execute such documents in connection with such registration as the Company may reasonably request. In furtherance of the foregoing, the Investors shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.

5.3 Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to the Resale Prospectus. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with the trading market on which Conversion Sharese are then listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, and (iv) fees and disbursements of counsel and independent public accountants for the Company. Notwithstanding the foregoing, fees and disbursements of counsel and accountants for the Investors and any other expenses incurred by the Investors not expressly included above, including any underwriting discounts and selling commissions or other amounts payable to underwriter(s) or broker(s) in connection with the sale or disposition of the Investors’ Conversion Shares, shall be borne by the Investors or the applicable Investors (as the case may be) on a pro rata basis.

6. Transfer Restrictions.

6.1 Transfer or Resale. Each Investor understands that:

(a) All or any portion or component of Registrable Securities may not be transferred unless:

(i) the Securities are sold pursuant to an effective registration statement under the 1933 Act,

(ii) if the Securities are sold pursuant to an exemption to the registarion requirement of the 1933 Act, ,

(iii) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Investor who agrees to sell or otherwise transfer the Securities only in accordance with this Section 6.1 and who is an Accredited Investor, as such term is defined in Rule 501(a) of the SEC pursuant to the 1933 Act\,

(iv) the Securities are sold pursuant to Rule 144, or

(v) the Securities are sold pursuant to Regulation S;

and, in each case, the Investor shall have delivered to the Company, at the reasonable cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

8

6.2 Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Investor or its nominee, for any Conversion Shares in such amounts as specified from time to time by each Investor to the Company upon conversion of the Conversion Shares in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). The Conversion Shares shall be subject to a restricted stock legend which will be removed upon sale pursuant to a registration statement or pursuan to Rule 144 or another exemption from the registration requirement of the 1933 Act pursuant to which the transferee receives shares free of such restrictions. Prior to such sale of the Conversion Shares, all such certificates shall bear the restrictive legend specified in Section 3.6, as applicable of this Agreement. Nothing in this Section shall affect in any way the Investor’s obligations and agreement set forth in Section 6.1 hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If an Investor provides the Company with a customary opinion of counsel, that shall be in form, substance and scope reasonably acceptable to such counsel, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investors, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.2 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Investors shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

6.3 Subject to the restrictions on transfer described in this Section 6.3, the rights and obligations of the Company and Investor shall be binding upon and benefit the successors, permitted assigns, heirs, administrators and permitted transferees of the parties. Neither this Agreemetn, the Note nor any of the rights, interests or obligations hereunder may be assigned or transferred, by operation of law or otherwise, in whole or in part, by the Company or Investor without the prior written consent of the other party.

7. Acknowledgement; Waiver. Each Investor (i) acknowledges that the Company may possess or have access to material non-public information which has not been and will not be communicated to such Investor; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against the Company or any of its officers, directors, employees, agents, affiliates, Subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transactions contemplated by this Agreement, including without limitation, any such claims arising under the securities or other laws, rules and regulations, and (iii) is aware that the Company is relying on the foregoing acknowledgement and waiver in clauses (i) and (ii) above, respectively, in connection with the transactions contemplated by this Agreement.

8. Miscellaneous.

8.1 Termination. This Agreement shall terminate on the earlier of (i) the release of the Purchase Price to the Company, (ii) the date the Merger Agreement is terminated and (iii) the date that the Company is forced to liquidate pursuant to its current amended and resated articles and memorandum of association as the same may be amended; provided, that the parties’ pursuant to Sections 5, 6, 7 and 8 shall survive such termination.

9

8.2 Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile transmission, and any such executed facsimile copy shall be treated as an original.

8.3 Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of New York. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall federal or state court sitting in the City, County and State of New York and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

8.4 Remedies Cumulative. Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement. Accordingly, Investor hereby agrees that the Company is entitled to an injunction prohibiting any conduct by the Investor in violation of this Agreement and the Investor shall not seek the posting of any bond in connection with such request for an injunction. Furthermore, in any action by the Company to enforce this Agreement, Investor waives its right to assert any counterclaims and its right to assert set-off as a defense. The prevailing party agrees to pay all costs and expenses, including reasonable attorneys' and experts' fees that such prevailing party may incur in connection with the enforcement of this Agreement.

8.5 Severability. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated

8.6 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.

8.7 Headings. The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.

8.8 Entire Agreement; Changes in Writing. This Agreement constitutes the entire agreement among the parties hereto and supersedes and cancels any prior agreements, representations and warranties, whether oral or written, among the parties hereto relating to the transaction contemplated hereby. Neither this Agreement nor any provision hereof may be changed or amended nor may any right be waived except by a written instrument which refers to this Agreement and is signed by all parties in the case of a modification or amendment or by the party granting the waiver in the case of a waiver.

8.9 Further Assurances. If at any time any of the parties hereto shall consider or be advised that any further documents or actions are necessary or desirable to vest, perfect or confirm of record or otherwise the rights, title or interest in or to the Shares or under or otherwise pursuant to this Agreement, the parties hereto shall execute and deliver such further documents or take such actions and provide all assurances and to take and do all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in or to the Shares or under or otherwise pursuant to this Agreement.

10

8.10 Notice. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered by email, with evidence of delivery, (iii) one business day after being sent, if sent by reputable, internationally recognized overnight courier service that provides evidene of delivery or attempted delivery, or (iv) three (3) business days (five (5) business days for overseas) after being mailed, if sent by registered or certified mail, prepaid and return receipt requested, in each case to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Company at or prior to the Closing, to: Alberton Acquisition Corporation Room 1001, 10/F, Capital Center 151 Gloucester Road Wanchai, Hong Kong Attn: Guan Wang	with a copy (which will not constitute notice) to: Hunter Taubman Fischer & Li LLC 800 Third Avenue, Suite 2800 New York, New York 10022 Attn: Arila Zhou, Esq.
With a copy to: SolarMax Technology, Inc. 3080 12th Street Riverside, California 92507 Attn: David Hsu, CEO	Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, New York 10105 Attn: Asher S. Levitsky PC.
If to the Company after the Closing: SolarMax Technology, Inc. 3080 12th Street Riverside, California 92507 Attn: David Hsu, CEO	Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, New York 10105 Attn: Asher S. Levitsky PC.
Notice to the Investor shall be given to the address underneath the Investor’s name on the signature page hereto to the attention of the person who executed this Agreement on behalf of the Investor.

8.11 Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Investor warrants and represents that it has read the Prospectus and understands that the Company has established a trust account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the Company’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or (iv) to the Company after or concurrently with the consummation of a Business Combination.

For and in consideration of the Company entering into entering into this agreement with Investors, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Investor hereby agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund or distributions thereform, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company and Investor, this Agreement 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 “Claims”). Investor hereby irrevocably waives any Claims it may have against the Trust Fund (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund (including any distributions therefrom) for any reason whatsoever (including, without limitation, for an alleged breach of this Agreement). Investor agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to induce it to enter in this Agreement, and Investor further intends and understands such waiver to be valid, binding and enforceable under applicable law.

[Signature Pages Immediately Follow]

11

IN WITNESS WHEREOF, the undersigned Investors and the Company have caused this Securities Purchase Agreement to be duly executed as of the date first above written.

ALBERTON ACQUISITION CORP.
By:	/s/ Guan Wang
Name:	Guan Wang
Title:	Chief Executive Officer

INVESTORS:

The Investors executing the Signature Page in the form attached hereto as Annex A and delivering the same to the Company or its agents shall be deemed to have executed this Agreement and agreed to the terms hereof.

12

Annex A
Securities Purchase Agreement
Investor Counterpart Signature Page

The undersigned desiring to (i) enter into this Securities Purchase Agreement dated as of September 30, 2021 (the “Agreement”), between the undersigned Alberton Acquisition Corporation, a British Islands company (the “Company”), and the other parties hereto, in or substantially in the form furnished to the undersigned and (ii) purchase the securities of the Company as set forth below, hereby agrees to purchase such securities from the Company as of the Closing and further agrees to join the Agreement as a party thereto, with all the rights and privileges appertaining thereto, and to be bound in all respects by the terms and conditions thereof. The undersigned specifically acknowledges having read the representations in the Agreement section entitled “Representations, Warranties and Acknowledgements of the Investors,” and hereby represents that the statements contained therein are complete and accurate with respect to the undersigned as an Investor.

Name of Investor: If an entity: Print Name of Entity:			All Investors: Address: RM.517, New City Centre, 2 Lei Yue Mun Road, Kwun Tong, Kowloon, Hong Kong
EAST ASIA INTERNATIONAL TRADE CO., LIMITED			Telephone No.:
By:	/s/ Juan Xie		Facsimile No.:
	Name:	Juan Xie
	Title:	Executive Director
If an individual:
Print Name:			Email Address:
Signature:
			The Investor hereby elects to purchase a Note under the Securities Purchase Agreement in the principal amount of $5,000,000_______ (to be completed by Investor), at a Purchase Price equal to 100% of the Principal Amount..

Annex A
Securities Purchase Agreement
Investor Counterpart Signature Page

The undersigned desiring to (i) enter into this Securities Purchase Agreement dated as of September 30, 2021 (the “Agreement”), between the undersigned Alberton Acquisition Corporation, a British Islands company (the “Company”), and the other parties hereto, in or substantially in the form furnished to the undersigned and (ii) purchase the securities of the Company as set forth below, hereby agrees to purchase such securities from the Company as of the Closing and further agrees to join the Agreement as a party thereto, with all the rights and privileges appertaining thereto, and to be bound in all respects by the terms and conditions thereof. The undersigned specifically acknowledges having read the representations in the Agreement section entitled “Representations, Warranties and Acknowledgements of the Investors,” and hereby represents that the statements contained therein are complete and accurate with respect to the undersigned as an Investor.

Name of Investor: If an entity: Print Name of Entity:			All Investors: Address: Building 3, Fl 12, No. 137-139 Gannuo Connaught Road Central, HongKong
WEBAO Limited			Telephone No.:
By:	/s/ Yunsong Li		Facsimile No.:
	Name:	Yunsong Li
	Title:	Executive Director
If an individual:
Print Name:			Email Address:
Signature:
			The Investor hereby elects to purchase a Note under the Securities Purchase Agreement in the principal amount of $5,000,000______ (to be completed by Investor), at a Purchase Price equal to 100% of the Principal Amount..

EX-10.2

Exhibit 10.2

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

ALBERTON ACQUISITION CORPORATION

NON- INTEREST BEARING CONVERTIBLE PROMISSORY NOTE

USD$____________

____________ (“Issuance Date”)

FOR VALUE RECEIVED, ALBERTON ACQUISITION CORPORATION, a British Virgin Islands company limited by shares (the “Company”), promises to pay to _________________________with a principal office at ___________________________________________________________, or its successor or permitted assigns (“Investor” or “Holder”), in lawful money of the United States of America the principal sum of _______________________________U.S. Dollars (USD$____________ (the “Principal Amount”), of this Convertible Promissory Note (this “Note”) as set forth below.

This Note is issued pursuant to certain Securities Purchase Agreement (the “Purchase Agreement”) between and among the Company and the Investors dated September 30, 2021. Any capitalized terms used in this Note and not otherwise defined herein shall have the respective meanings as described to such terms in the Purchase Agreement.

The following is a statement of the rights of Investor and the conditions to which this Note is subject, and to which Investor, by the acceptance of this Note, agrees:

1. Payments.  

(a) No Interest. This Note carries no interest.

(b) Payment Schedule. Subject to the rights of Investor in Section 3, unless otherwise converted, redeemed or repaid pursuant to the terms of this Note, the full outstanding and unpaid Principal Amount shall be repaid in full by the Company as described in Section 3(a).

2. Events of Default. The occurrence of any of the following shall constitute an “Event of Default” under this Note:

(a) Failure to close the Merger. The Merger Agreement is terminated or the Merger is not consummated within the period that the Company has to consummate its initial business combination pursuant to its governing documents, as the same may be amended from time to time; or

(b) Voluntary Bankruptcy or Insolvency Proceedings. The Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or substantially all of its property, (ii) admit in writing its inability to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its creditors, (iv) be dissolved or liquidated, or (v) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other bankruptcy proceeding commenced against it, in the case of each of (i) through (v), other than in connection with a solvent dissolution, liquidation, reorganization or similar corporate proceedings; or

1

(c) Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company, of all or substantially all of the Company’s property, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief that would constitute the Company or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be stayed, dismissed or discharged within ninety (90) days of commencement; or

(d) Unlawfulness and Invalidity. It is or becomes unlawful for the Company to perform any of its obligations under this Note, or any obligations of the Company under this Note are not or cease to be legal, valid, binding or enforceable.

3. Rights of Investor upon an Event of Default.

(a)Within two (2) business days of the occurrence of any Event of Default described in Sections 2, the Company shall notify the Holder the occurrence of such Event of Default and request the Holder to provide the wire instruction to return all outstanding and unpaid Principal Amount. Within three (3) business days of receipt of the wire instruction from the Holder, the Company shall instruct the Escrow Agent to release all Principal Amount in the Escrow Account to the Holder in accordance with the wire instruction.

4. Conversion.

(a)Automatic Conversion. All outstanding Principal Amount under the Notes shall be converted automatically into the number of fully paid and non-assessable shares (the “Conversion Shares”) of ordinary share with no par value (the “Ordinary Shares”) of the Company or, upon Redomestication of the Company as a Nevada corporation, the Common Stock, par value $0.0001 per share of the Company redomesticated as a Nevada corporation, without any action by the Holders and whether or not the document representing such Notes are surrendered to the Company or its transfer agent, upon the closing of the Merger at a price equal to ten (10) times the average trading price of the rights of the Company, during a period of twenty-five (25) trading days ending on the second trading day prior to mailing of the Merger Prospectus to the Company’s shareholders in connection with the special meeting to approve the Merger (the “Conversion Price”).

(b) Conversion Procedure.

(i) At the closing of the Merger, the Company shall instruct its transfer agent to record the number of Conversion Shares to which Investor shall be entitled upon such conversion, issued as fully paid to Investor and deliver to Investor in book entry of such updated shareholder list.  No fractional shares shall be issued.  Any right to a fractional share will be rounded up to the nearest whole share..

(c) Reservation of Shares Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued Ordinary Shares or Common Stock, as the case may be, solely for the purpose of effecting the conversion of this Note such number of Ordinary Shares or shares of Common Stock as shall from time to time be sufficient to effect the conversion of the Note; and if at any time the number of authorized but unissued Ordinary Shares or Common Stock shall not be sufficient to effect the conversion of the entire outstanding Principal Amount of this Note, without limitation of such other remedies as shall be available to the holder of this Note, the Company will use its reasonable best efforts to take such corporate action as may, in the opinion of counsel, be necessary to increase its authorized but unissued Ordinary Shares to such number of shares as shall be sufficient for such purposes.

2

5.  Discharge of Obligations. Upon the earlier of (i) the full conversion of this Note and the Company’s issuance of the Ordinary Shares or Common Stock issuable pursuant to Section 4 of this Note, or (ii) the full repayment of the outstanding and unpaid Principal Amount in accordance with Section 3of this Note, the Company shall be forever released from all its obligations and liabilities under this Note and this Note shall be deemed of no further force or effect, without any further action of any party, whether or not the original of this Note has been delivered to the Company for cancellation. 

6. Definitions. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.  

7. Miscellaneous.

(a) Successors and Assigns. This Note shall be binding upon the Company and its successors and assigns.

(b) Waiver and Amendment. This Note and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. Any provision of this Note may be amended and the observance of any term may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and Investor in the case of an amendment or modification or by the party granting the waiver in the case of a waiver. No delay or omission on the part of either party hereto in exercising any right hereunder shall operate as a waiver of such right or of any other right. A waiver on any one occasion shall not be construed as a bar to or waiver of any such right and/or remedy in any future occasion.

(c) Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Investor warrants and represents that it has read the Prospectus and understands that the Company has established a trust account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the Company’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or (iv) to the Company after or concurrently with the consummation of a Business Combination.

(d) Applicable Law: Disputes. This Note shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of New York. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall federal or state court sitting in the City, County and State of New York and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

(e) Notices. Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Note shall be in writing and shall be conclusively deemed to have been duly given in accordance with Section 8.10 of the Purchase Agreement.

(f) Payment. Unless converted pursuant to the terms hereof, payment shall be made in lawful tender of the United States.

(g) Expenses. All costs and expenses incurred in connection with this Note shall be paid by the party incurring such cost or expense.

(h) Counterparts. This Note may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Note.

(Signature Page Follows)

3

IN WITNESS WHEREOF, the Company has executed and delivered this Note the date and year first above written.

ALBERTON ACQUISITION CORP.
By:
Name:	Guan Wang
Title:	Chief Executive Officer

SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE 

4

EX-10.3

Exhibit 10.3

TERMINATION AGREEMENT

This Termination Agreement is dated October 4, 2021 (the “Termination Agreement”), by and between Alberton Acquisition Corporation, a British Virgin Islands exempted company (the "Company”) and Quest Mark No. 9 L.P. (“Buyer”).

WHEREAS, the Company and Buyer are party to a Backstop Agreement dated as of August 11, 2021 (the “Backstop Agreement”);

WHEREAS, the Backstop Agreement contemplated that Buyer would purchase no less than $5 million of the ordinary shares of the Company;

WHEREAS, as of the date of this Termination Agreement, Buyer has not purchased any ordinary shares of the Company pursuant to the Backstop Agreement;

WHEREAS, the parties wish to terminate the existing Backstop Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and other promises contained in this Termination Agreement, and for other good and valuable consideration, the receipt and sufficiency which are hereby acknowledged, the Company and Buyer agree as follows:

Section 1. Termination.

The Company and Buyer hereby agree that the Backstop Agreement will terminate effective as of the date of this Termination Agreement and shall be of no further force or effect.

Section 2. No Termination Fee.

The Company and Buyer hereby agree that there is no termination fee, penalties or any financial obligation on either party in connection with the termination.

Section 3. Mutual Release.

Each party, on behalf of itself and its respective affiliates, agents, parents, subsidiaries, successors and assigns, hereby releases the other party and its affiliates, agents, parents, subsidiaries, successors and assigns from any and all claims, obligations and liabilities arising from or relating to the Backstop Agreement, which agreement and any continuing obligations thereunder are hereby terminated and of no further force and effect.

Section 4. Governing Law.

This Termination Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York.

1

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

ALBERTON ACQUISITION I LIMITED
By:	/s/ Guan Wang
Name:	Guan Wang
Title:	Chief Executive Officer
QUEST MARK NO.9 L.P.
By:	/s/ Martin Franco Cho Tin
Name:	Martin Franco Cho Tin
Title:	Chief Executive Officer
Address:	19800 MacArthur Blvd, Suite 361, Irvine, CA 92612

2

EX-10.4

Exhibit 10.4 

TERMINATION AGREEMENT

This Termination Agreement is dated October 4, 2021 (the “Termination Agreement”), by and between Alberton Acquisition Corporation, a British Virgin Islands exempted company (the "Company”) and Grow California LLC (“Buyer”).

WHEREAS, the Company and Buyer are party to a Backstop Agreement dated as of August 11, 2021 (the “Backstop Agreement”);

WHEREAS, the Backstop Agreement contemplated that Buyer would purchase no less than $5 million of the ordinary shares of the Company;

WHEREAS, as of the date of this Termination Agreement, Buyer has not purchased any ordinary shares of the Company pursuant to the Backstop Agreement;

WHEREAS, the parties wish to terminate the existing Backstop Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and other promises contained in this Termination Agreement, and for other good and valuable consideration, the receipt and sufficiency which are hereby acknowledged, the Company and Buyer agree as follows:

Section 1. Termination.

The Company and Buyer hereby agree that the Backstop Agreement will terminate effective as of the date of this Termination Agreement and shall be of no further force or effect.

Section 2. No Termination Fee.

The Company and Buyer hereby agree that there is no termination fee, penalties or any financial obligation on either party in connection with the termination.

Section 3. Mutual Release.

Each party, on behalf of itself and its respective affiliates, agents, parents, subsidiaries, successors and assigns, hereby releases the other party and its affiliates, agents, parents, subsidiaries, successors and assigns from any and all claims, obligations and liabilities arising from or relating to the Backstop Agreement, which agreement and any continuing obligations thereunder are hereby terminated and of no further force and effect.

Section 4. Governing Law.

This Termination Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York.

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

ALBERTON ACQUISITION I LIMITED
By:	/s/ Guan Wang
Name:	Guan Wang
Title:	Chief Executive Officer
GROW CALIFORNIA LLC
By:	/s/ Peishan Ding
Name:	Peishan Ding
Title:	Chief Executive Officer
Address:	10700 Jersey Blvd #150 Rancho Cucamonga CA 91730

EX-10.5

Exhibit 10.5

Execution Version

BACKSTOP AGREEMENT

This AGREEMENT (this “Agreement”) is made as of this 4^th day of October, 2021 by and between Alberton Acquisition Corporation, a British Virgin Islands exempted company (the “Company”) and Nana Feng_(“Buyer”).

WHEREAS, the Company was organized for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, an operating business (“Business Combination”); and

WHEREAS, the Company has entered into that certain Merger Agreement (as amended, the “Merger Agreement”) dated October 27, 2020 by and among the Company, Alberton Merger Subsidiary Inc., a Nevada corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and SolarMax Technology, Inc., a Nevada corporation (“SolarMax”), pursuant to which SolarMax will merge (the “Merger”) with and into Merger Sub and SolarMax will survive the Merger as a wholly-owned subsidiary of the Company; and

WHEREAS, the Company has filed a prospectus/proxy statement in Form S-4 (File Number 333-251825) relating to the transactions contemplated by the Merger Agreement which has not been declared effective by the U.S. Securities and Exchange Commission (the “Registration Statement”); and

WHEREAS, Buyer will agree to purchase no less than $ 5 million (the “Commitment”) of ordinary shares (the “Shares”) of the Company, as specified below.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

Purchase and Closing

Section 1.01 Purchase from Third Parties. The Buyer acknowledges that, subject to Section 3.07, it may acquire Shares in open market or private transactions from time to time. The Buyer agrees that if the Buyer so purchases the Shares, (i) such purchases, if any, (a) shall be made in compliance with all applicable laws, rules and regulations, including without limitation applicable United States securities laws, and (b) to effect such purchase, the Buyer shall not enter a bid below the posted market offer price for such shares.

Section 1.02 Purchase from Redeeming Holders. At the Company’s request, the Buyer shall purchase from holders of public shares of the Company (“Redeeming Holders”) who have exercised their right of redemption pursuant to the Company’s organizational documents, all of the ordinary shares of the Company held by the Redeeming Holders at a price to be negotiated between the Buyer and the Redeeming Holders which price shall not be less than the Redemption Price.  In connection with any such purchase, the Redeeming Holder shall execute an agreement pursuant to which the Redeeming Holder irrevocably withdraws the notice of redemption made by the Redeeming Holder.  Payment to the Redeeming Holders shall be made by wire transfer of the purchase price in accordance with instructions from the Redeeming Holders.

1

Section 1.03 Non-Trading. The Buyer agrees that it will not redeem any Shares and agrees that it will not dispose of any Shares until after the closing of the Merger.

ARTICLE II

Representations and Warranties of the Company

The Company hereby represents and warrants to Buyer on the date hereof and as of the Closing that:

Section 2.01 Organization. The Company is duly formed in the jurisdiction of its organization and has the requisite corporate power and authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby and thereby.

Section 2.02 Authority; Non-Contravention. This Agreement has been validly authorized, executed and delivered by the Company and assuming the due authorization, execution and delivery thereof by the other parties hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Company does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Company is a party which would prevent the Company from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Company is subject.

ARTICLE III

Representations and Warranties of the Buyer

Buyer hereby represents and warrants to the Company on the date hereof and as of the Closing that:

Section 3.01 Organization. In the event that Buyer is a corporation, it is duly incorporated, validly existing and in good standing in the jurisdiction of its incorporation. Buyer has the requisite corporate power and authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby and thereby.

Section 3.02 Authority; Non-Contravention. This Agreement has been validly authorized, executed and delivered by Buyer and assuming the due authorization, execution and delivery thereof by the other parties hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Buyer does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Buyer is a party which would prevent Buyer from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Buyer is subject.

Section 3.03 Governmental Approvals. All consents, approvals, orders, authorizations, registrations, qualifications, designations, declarations or filings with any governmental or other authority on the part of Buyer required in connection with the consummation of the transactions contemplated in the Agreement have been or shall have been obtained prior to and be effective as of the Closing.

2

Section 3.04 Sophisticated Buyer. Buyer is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the purchase of Shares.

Section 3.05 No Brokers. No broker, investment banker, financial advisor, finder or other person has been retained by or is authorized to act on behalf of Buyer that will be entitled to any fee or commission for which the Company will be liable in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby.

Section 3.06 Securities Law Compliance. The Buyer has been advised that the offer and sale of the Shares by the Company has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other securities laws and, therefore, none of the Shares purchased at the Closing can be resold unless they are registered under the Securities Act and applicable securities laws or unless an exemption from such registration requirements is available. The Buyer understands that the Shares purchased from the Company will be considered to be “restricted securities” under the Securities Act, and that, therefore, the Buyer will not be eligible to use Rule 144 promulgated under the Securities Act for at least one year after “Form 10” information relating to the Merger has been filed with the SEC. The Buyer is acquiring the Shares for Buyer’s own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof. The Buyer represents that it is an “accredited investor” as such term is defined in Rule 501 of Regulation D, promulgated under the Securities Act, and that the Buyer is not subject to the “Bad Actor” disqualification, as such terms is defined in Rule 506 of Regulation D, promulgated under the Securities Act.

Section 3.07 Affiliation. If the Buyer is an affiliate of the Company or SolarMax the Buyer it will only purchase pursuant to Sections 1.02 and will not make any purchases pursuant to Section 1.01.

Section 3.08. Anti-Money Laundering.  The operations of the Buyer, including the obligations of the Buyer pursuant to this Agreement, are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the USA Patriot Act of 2001 and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency in the United States and, if the Buyer is a resident of any country other  than the United States the anti-money laundering laws of the country in which the Buyer is a resident (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Buyer with respect to the Anti-Money Laundering Laws is pending or, to the Buyer’s knowledge, threatened and there is no basis for any such action, suit or proceeding.

3

Section 3.09. Absence of Certain Relationships. To the best of the Buyer’s knowledge, none of: (i) the Buyer; (ii) any person controlling or controlled by the Buyer; (iii) any person having a beneficial interest in the Buyer; or (iv) any person for whom the Buyer is acting as agent or nominee in connection with the purchase of the Shares:

(a) is a country, territory, individual or entity named on a list maintained by of the U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”), or a person or entity prohibited under the OFAC Programs.  The Buyer agrees to promptly notify the Company should the Buyer become aware of any change in the information set forth in these representations; or

(b) is a senior foreign political figure ^[1], or any immediate family^[2] member or close associate^[3] of a senior foreign political figure, as such terms are defined in the footnotes below.

ARTICLE IV

Acknowledgement; Waiver

Section 4.01 Acknowledgement; Waiver. Buyer (i) acknowledges that the Company may possess or have access to material non-public information which has not been and will not be communicated to Buyer; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against the Company or any of its officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transactions contemplated by this Agreement, including without limitation, any such claims arising under the securities or other laws, rules and regulations, and (iii) is aware that the Company is relying on the foregoing acknowledgement and waiver in clauses (i) and (ii) above, respectively, in connection with the transactions contemplated by this Agreement.

ARTICLE V

Miscellaneous

Section 5.01 Termination. This Agreement shall terminate on the earlier of (i) the closing of the Merger, (ii) the date the Merger Agreement is terminated, and (iii) October 26, 2021 (or April 22, 2022 if extended).

Section 5.02 Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile transmission, and any such executed facsimile copy shall be treated as an original.

Section 5.03 Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of New York. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall, to the fullest extent applicable, be brought and enforced first in the Southern District of New York, then to such other court in the State of New York as appropriate and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

^[1] A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign governmentowned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that -has been formed by, or for the benefit of, a senior foreign political figure.

^[2] The “immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws.

^[3] A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.

4

Section 5.04 Remedies Cumulative. Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement. Accordingly, Buyer hereby agrees that the Company is entitled to an injunction prohibiting any conduct by the Buyer in violation of this Agreement and the Buyer shall not seek the posting of any bond in connection with such request for an injunction. Furthermore, in any action by the Company to enforce this Agreement, Buyer waives its right to assert any counterclaims and its right to assert set-off as a defense. The prevailing party agrees to pay all costs and expenses, including reasonable attorneys’ and experts’ fees that such prevailing party may incur in connection with the enforcement of this Agreement.

Section 5.05 Severability. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated

Section 5.06 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.

Section 5.07 Headings. The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.

Section 5.08 Entire Agreement; Changes in Writing. This Agreement constitutes the entire agreement among the parties hereto and supersedes and cancels any prior agreements, representations and warranties, whether oral or written, among the parties hereto relating to the transaction contemplated hereby. Neither this Agreement nor any provision hereof may be changed or amended orally, but only by an agreement in writing signed by the other party hereto.

Section 5.09 Further Assurances. If at any time any of the parties hereto shall consider or be advised that any further documents or actions are necessary or desirable to vest, perfect or confirm of record or otherwise the rights, title or interest in or to the Shares or under or otherwise pursuant to this Agreement, the parties hereto shall execute and deliver such further documents or take such actions and provide all assurances and to take and do all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in or to the Shares or under or otherwise pursuant to this Agreement.

Section 5.10 Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants and represents that it has read the Prospectus and understands that the Company has established a trust account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the Company’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or (iv) to the Company after or concurrently with the consummation of a Business Combination.

5

For and in consideration of the Company entering into entering into this agreement with Buyer, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund or distributions thereform, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company and Buyer, this Agreement 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 “Claims”). Buyer hereby irrevocably waives any Claims it may have against the Trust Fund (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund (including any distributions therefrom) for any reason whatsoever (including, without limitation, for an alleged breach of this Agreement). Buyer agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to induce it to enter in this Agreement, and Buyer further intends and understands such waiver to be valid, binding and enforceable under applicable law.

6

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth on the first page of this Agreement.

ALBERTON ACQUISITION I LIMITED
By:	/s/ Guan Wang
Name:	Guan Wang
Title:	Chief Executive Officer

NANA FENG
By:	/s/ Nana Feng

7

EX-10.6

Exhibit 10.6

Execution Version

BACKSTOP AGREEMENT

This AGREEMENT (this “Agreement”) is made as of this 4^th day of October, 2021 by and between Alberton Acquisition Corporation, a British Virgin Islands exempted company (the “Company”) and _Yaxian Wang_(“Buyer”).

WHEREAS, the Company was organized for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, an operating business (“Business Combination”); and

WHEREAS, the Company has entered into that certain Merger Agreement (as amended, the “Merger Agreement”) dated October 27, 2020 by and among the Company, Alberton Merger Subsidiary Inc., a Nevada corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and SolarMax Technology, Inc., a Nevada corporation (“SolarMax”), pursuant to which SolarMax will merge (the “Merger”) with and into Merger Sub and SolarMax will survive the Merger as a wholly-owned subsidiary of the Company; and

WHEREAS, the Company has filed a prospectus/proxy statement in Form S-4 (File Number 333-251825) relating to the transactions contemplated by the Merger Agreement which has not been declared effective by the U.S. Securities and Exchange Commission (the “Registration Statement”); and

WHEREAS, Buyer will agree to purchase no less than $ 5 million (the “Commitment”) of ordinary shares (the “Shares”) of the Company, as specified below.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

Purchase and Closing

Section 1.01 Purchase from Third Parties. The Buyer acknowledges that, subject to Section 3.07, it may acquire Shares in open market or private transactions from time to time. The Buyer agrees that if the Buyer so purchases the Shares, (i) such purchases, if any, (a) shall be made in compliance with all applicable laws, rules and regulations, including without limitation applicable United States securities laws, and (b) to effect such purchase, the Buyer shall not enter a bid below the posted market offer price for such shares.

Section 1.02 Purchase from Redeeming Holders. At the Company’s request, the Buyer shall purchase from holders of public shares of the Company (“Redeeming Holders”) who have exercised their right of redemption pursuant to the Company’s organizational documents, all of the ordinary shares of the Company held by the Redeeming Holders at a price to be negotiated between the Buyer and the Redeeming Holders which price shall not be less than the Redemption Price.  In connection with any such purchase, the Redeeming Holder shall execute an agreement pursuant to which the Redeeming Holder irrevocably withdraws the notice of redemption made by the Redeeming Holder.  Payment to the Redeeming Holders shall be made by wire transfer of the purchase price in accordance with instructions from the Redeeming Holders.

Section 1.03 Non-Trading. The Buyer agrees that it will not redeem any Shares and agrees that it will not dispose of any Shares until after the closing of the Merger.

1

ARTICLE II

Representations and Warranties of the Company

The Company hereby represents and warrants to Buyer on the date hereof and as of the Closing that:

Section 2.01 Organization. The Company is duly formed in the jurisdiction of its organization and has the requisite corporate power and authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby and thereby.

Section 2.02 Authority; Non-Contravention. This Agreement has been validly authorized, executed and delivered by the Company and assuming the due authorization, execution and delivery thereof by the other parties hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Company does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Company is a party which would prevent the Company from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Company is subject.

ARTICLE III

Representations and Warranties of the Buyer

Buyer hereby represents and warrants to the Company on the date hereof and as of the Closing that:

Section 3.01 Organization. In the event that Buyer is a corporation, it is duly incorporated, validly existing and in good standing in the jurisdiction of its incorporation. Buyer has the requisite corporate power and authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby and thereby.

Section 3.02 Authority; Non-Contravention. This Agreement has been validly authorized, executed and delivered by Buyer and assuming the due authorization, execution and delivery thereof by the other parties hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Buyer does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Buyer is a party which would prevent Buyer from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Buyer is subject.

Section 3.03 Governmental Approvals. All consents, approvals, orders, authorizations, registrations, qualifications, designations, declarations or filings with any governmental or other authority on the part of Buyer required in connection with the consummation of the transactions contemplated in the Agreement have been or shall have been obtained prior to and be effective as of the Closing.

2

Section 3.04 Sophisticated Buyer. Buyer is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the purchase of Shares.

Section 3.05 No Brokers. No broker, investment banker, financial advisor, finder or other person has been retained by or is authorized to act on behalf of Buyer that will be entitled to any fee or commission for which the Company will be liable in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby.

Section 3.06 Securities Law Compliance. The Buyer has been advised that the offer and sale of the Shares by the Company has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other securities laws and, therefore, none of the Shares purchased at the Closing can be resold unless they are registered under the Securities Act and applicable securities laws or unless an exemption from such registration requirements is available. The Buyer understands that the Shares purchased from the Company will be considered to be “restricted securities” under the Securities Act, and that, therefore, the Buyer will not be eligible to use Rule 144 promulgated under the Securities Act for at least one year after “Form 10” information relating to the Merger has been filed with the SEC. The Buyer is acquiring the Shares for Buyer’s own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof. The Buyer represents that it is an “accredited investor” as such term is defined in Rule 501 of Regulation D, promulgated under the Securities Act, and that the Buyer is not subject to the “Bad Actor” disqualification, as such terms is defined in Rule 506 of Regulation D, promulgated under the Securities Act.

Section 3.07 Affiliation. If the Buyer is an affiliate of the Company or SolarMax the Buyer it will only purchase pursuant to Sections 1.02 and will not make any purchases pursuant to Section 1.01.

Section 3.08. Anti-Money Laundering.  The operations of the Buyer, including the obligations of the Buyer pursuant to this Agreement, are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the USA Patriot Act of 2001 and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency in the United States and, if the Buyer is a resident of any country other  than the United States the anti-money laundering laws of the country in which the Buyer is a resident (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Buyer with respect to the Anti-Money Laundering Laws is pending or, to the Buyer’s knowledge, threatened and there is no basis for any such action, suit or proceeding.

3

Section 3.09.  Absence of Certain Relationships.  To the best of the Buyer’s knowledge, none of: (i) the Buyer; (ii) any person controlling or controlled by the Buyer; (iii) any person having a beneficial interest in the Buyer; or (iv) any person for whom the Buyer is acting as agent or nominee in connection with the purchase of the Shares:

(a) is a country, territory, individual or entity named on a list maintained by of the U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”), or a person or entity prohibited under the OFAC Programs.  The Buyer agrees to promptly notify the Company should the Buyer become aware of any change in the information set forth in these representations; or

(b) is a senior foreign political figure^[1], or any immediate family^[2] member or close associate^[3] of a senior foreign political figure, as such terms are defined in the footnotes below.

ARTICLE IV

Acknowledgement; Waiver

Section 4.01 Acknowledgement; Waiver. Buyer (i) acknowledges that the Company may possess or have access to material non-public information which has not been and will not be communicated to Buyer; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against the Company or any of its officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transactions contemplated by this Agreement, including without limitation, any such claims arising under the securities or other laws, rules and regulations, and (iii) is aware that the Company is relying on the foregoing acknowledgement and waiver in clauses (i) and (ii) above, respectively, in connection with the transactions contemplated by this Agreement.

ARTICLE V

Miscellaneous

Section 5.01 Termination. This Agreement shall terminate on the earlier of (i) the closing of the Merger, (ii) the date the Merger Agreement is terminated, and (iii) October 26, 2021 (if extended, April 26, 2022).

Section 5.02 Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile transmission, and any such executed facsimile copy shall be treated as an original.

^[1] A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.

^[2] The “immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws.

^[3] A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.

4

Section 5.03 Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of New York. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall, to the fullest extent applicable, be brought and enforced first in the Southern District of New York, then to such other court in the State of New York as appropriate and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Section 5.04 Remedies Cumulative. Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement. Accordingly, Buyer hereby agrees that the Company is entitled to an injunction prohibiting any conduct by the Buyer in violation of this Agreement and the Buyer shall not seek the posting of any bond in connection with such request for an injunction. Furthermore, in any action by the Company to enforce this Agreement, Buyer waives its right to assert any counterclaims and its right to assert set-off as a defense. The prevailing party agrees to pay all costs and expenses, including reasonable attorneys’ and experts’ fees that such prevailing party may incur in connection with the enforcement of this Agreement.

Section 5.05 Severability. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated

Section 5.06 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.

Section 5.07 Headings. The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.

Section 5.08 Entire Agreement; Changes in Writing. This Agreement constitutes the entire agreement among the parties hereto and supersedes and cancels any prior agreements, representations and warranties, whether oral or written, among the parties hereto relating to the transaction contemplated hereby. Neither this Agreement nor any provision hereof may be changed or amended orally, but only by an agreement in writing signed by the other party hereto.

Section 5.09 Further Assurances. If at any time any of the parties hereto shall consider or be advised that any further documents or actions are necessary or desirable to vest, perfect or confirm of record or otherwise the rights, title or interest in or to the Shares or under or otherwise pursuant to this Agreement, the parties hereto shall execute and deliver such further documents or take such actions and provide all assurances and to take and do all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in or to the Shares or under or otherwise pursuant to this Agreement.

5

Section 5.10 Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants and represents that it has read the Prospectus and understands that the Company has established a trust account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the Company’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or (iv) to the Company after or concurrently with the consummation of a Business Combination.

For and in consideration of the Company entering into entering into this agreement with Buyer, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund or distributions thereform, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company and Buyer, this Agreement 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 “Claims”). Buyer hereby irrevocably waives any Claims it may have against the Trust Fund (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund (including any distributions therefrom) for any reason whatsoever (including, without limitation, for an alleged breach of this Agreement). Buyer agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to induce it to enter in this Agreement, and Buyer further intends and understands such waiver to be valid, binding and enforceable under applicable law.

6

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth on the first page of this Agreement.

ALBERTON ACQUISITION I LIMITED
By:	/s/ Guan Wang
Name:	Guan Wang
Title:	Chief Executive Officer
YAXIAN WANG
By:	/s/ Yaxian Wang

7

EX-10.7

Exhibit 10.7

TERMINATION AGREEMENT

This Termination Agreement is dated October 4, 2021 (the “Termination Agreement”), by and between Alberton Acquisition Corporation, a British Virgin Islands exempted company (the "Company”) and Hong Ye Hong Kong Shareholding Co., Limited, a Hong Kong company (“Hong Ye”).

WHEREAS, the Company and Hong Ye are party to a certain agreement dated as of August 11, 2021 (the “Note Conversion Agreement”);

WHEREAS, the Note Conversion Agreement contemplated that Hong Ye would convert 50% of the outstanding principal amount of certain existing notes into the ordinary shares of the Company;

WHEREAS, as of the date of this Termination Agreement, Hong Ye has not converted any outstanding principal amount of the note into ordinary shares of the Company pursuant to the Note Conversion Agreement;

WHEREAS, the Company has entered into certain Securities Purchase Agreement dated October 4, 2021, pursuant to which the Company will issue convertible notes in the aggregated amount of $10,000,000 to certain investors, the principal of which will be used to pay off the existing indebtedness of the Company as of the closing of the Merger including the outstanding notes to Hong Ye; and

WHEREAS, the parties wish to terminate the existing Note Conversion Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and other promises contained in this Termination Agreement, and for other good and valuable consideration, the receipt and sufficiency which are hereby acknowledged, the Company and Buyer agree as follows:

Section 1. Termination.

The Company and Buyer hereby agree that the Note Conversion Agreement will terminate effective as of the date of this Termination Agreement and shall be of no further force or effect.

Section 2. No Termination Fee.

The Company and Buyer hereby agree that there is no termination fee, penalties or any financial obligation on either party in connection with the termination.

Section 3. Mutual Release.

Each party, on behalf of itself and its respective affiliates, agents, parents, subsidiaries, successors and assigns, hereby releases the other party and its affiliates, agents, parents, subsidiaries, successors and assigns from any and all claims, obligations and liabilities arising from or relating to the Note Conversion Agreement, which agreement and any continuing obligations thereunder are hereby terminated and of no further force and effect.

Section 4. Governing Law.

This Termination Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York.

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

COMPANY
Alberton Acquisition Corporation
By:	/s/ Guan Wang
Name:	Guan Wang
Title:	Chief Executive Officer
HONG YE
Hong Ye Hong Kong Shareholding Co., Limited
By:	/s/ Guan Wang
Name:
Title:

EX-10.8

Exhibit 10.8

TERMINATION AGREEMENT

This Termination Agreement is dated October 4, 2021 (the “Termination Agreement”), by and between Alberton Acquisition Corporation, a British Virgin Islands exempted company (the "Company”) and Qingdao Zhongxin Huirong Distressed Asset Disposal Co., Ltd. a PRC company based in Qingdao, China (“AMC Sino”).

WHEREAS, the Company and AMC Sino are party to a certain agreement dated as of August 11, 2021 (the “Note Conversion Agreement”);

WHEREAS, the Note Conversion Agreement contemplated that AMC Sino would convert 50% of the outstanding principal amount of certain existing note into the ordinary shares of the Company;

WHEREAS, as of the date of this Termination Agreement, AMC Sino has not converted any outstanding principal amount of the note into ordinary shares of the Company pursuant to the Note Conversion Agreement;

WHEREAS, the Company has entered into certain Securities Purchase Agreement dated October 4, 2021, pursuant to which the Company will issue convertible notes in the aggregated amount of $10,000,000 to certain investors, the principal of which will be used to pay off the existing indebtedness of the Company as of the closing of the Merger including the outstanding note to AMC Sino; and

WHEREAS, the parties wish to terminate the existing Note Conversion Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and other promises contained in this Termination Agreement, and for other good and valuable consideration, the receipt and sufficiency which are hereby acknowledged, the Company and Buyer agree as follows:

Section 1. Termination.

The Company and Buyer hereby agree that the Note Conversion Agreement will terminate effective as of the date of this Termination Agreement and shall be of no further force or effect.

Section 2. No Termination Fee.

The Company and Buyer hereby agree that there is no termination fee, penalties or any financial obligation on either party in connection with the termination.

Section 3. Mutual Release.

Each party, on behalf of itself and its respective affiliates, agents, parents, subsidiaries, successors and assigns, hereby releases the other party and its affiliates, agents, parents, subsidiaries, successors and assigns from any and all claims, obligations and liabilities arising from or relating to the Note Conversion Agreement, which agreement and any continuing obligations thereunder are hereby terminated and of no further force and effect.

Section 4. Governing Law.

This Termination Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York.

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

COMPANY
Alberton Acquisition Corporation
By:	/s/ Guan Wang
Name:	Guan Wang
Title:	Chief Executive Officer
AMC SINO
Qingdao Zhongxin Huirong Distressed Asset Disposal Co., Ltd
By:	/s/ Xue Zhang
Name:	Xue Zhang
Title:	Director

EX-10.9

Exhibit 10.9

TERMINATION AGREEMENT

This Termination Agreement is dated October 4, 2021 (the “Termination Agreement”), by and between Alberton Acquisition Corporation, a British Virgin Islands exempted company (the "Company”) and Global Nature Investment Holdings Limited, a company incorporated under the laws of the Cayman Islands (“Global Nature”).

WHEREAS, the Company and Global Nature are party to a certain agreement dated as of August 11, 2021 (the “Note Conversion Agreement”);

WHEREAS, the Note Conversion Agreement contemplated that Global Nature would convert 50% of the outstanding principal amount of certain existing notes into the ordinary shares of the Company;

WHEREAS, as of the date of this Termination Agreement, Global Nature has not converted any outstanding principal amount of the note into ordinary shares of the Company pursuant to the Note Conversion Agreement;

WHEREAS, the Company has entered into certain Securities Purchase Agreement dated October 4, 2021, pursuant to which the Company will issue convertible notes in the aggregated amount of $10,000,000 to certain investors, the principal of which will be used to pay off the existing indebtedness of the Company as of the closing of the Merger including the outstanding notes to Global Nature; and

WHEREAS, the parties wish to terminate the existing Note Conversion Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and other promises contained in this Termination Agreement, and for other good and valuable consideration, the receipt and sufficiency which are hereby acknowledged, the Company and Buyer agree as follows:

Section 1. Termination.

The Company and Buyer hereby agree that the Note Conversion Agreement will terminate effective as of the date of this Termination Agreement and shall be of no further force or effect.

Section 2. No Termination Fee.

The Company and Buyer hereby agree that there is no termination fee, penalties or any financial obligation on either party in connection with the termination.

Section 3. Mutual Release.

Each party, on behalf of itself and its respective affiliates, agents, parents, subsidiaries, successors and assigns, hereby releases the other party and its affiliates, agents, parents, subsidiaries, successors and assigns from any and all claims, obligations and liabilities arising from or relating to the Note Conversion Agreement, which agreement and any continuing obligations thereunder are hereby terminated and of no further force and effect.

Section 4. Governing Law.

This Termination Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York.

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

COMPANY
Alberton Acquisition Corporation
By:	/s/ Guan Wang
Name:	Guan Wang
Title:	Chief Executive Officer
GLOBAL NATURE
Global Nature Investment Holdings Limited
By:	/s/ Yong Kai Wong
Name:	Yong Kai Wong
Title:	Director

XML

Cover	Oct. 04, 2021
Affiliate, Collateralized Security [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 04, 2021
Entity File Number	001-38715
Entity Registrant Name	ALBERTON ACQUISITION CORPORATION
Entity Central Index Key	0001748621
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	D8
Entity Address, Address Line One	Room 1001
Entity Address, Address Line Two	10/F, Capital Center
Entity Address, Address Line Three	151 Gloucester Road
Entity Address, City or Town	Wanchai
Entity Address, Country	HK
Entity Address, Postal Zip Code	N/A
City Area Code	852
Local Phone Number	2117 1621
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one ordinary share, one redeemable warrant, and one right
Affiliate, Collateralized Security [Line Items]
Title of 12(b) Security	Units, each consisting of one ordinary share, one redeemable warrant, and one right
Trading Symbol	ALACU
Security Exchange Name	NASDAQ
Ordinary shares, no par value
Affiliate, Collateralized Security [Line Items]
Title of 12(b) Security	Ordinary shares, no par value
Trading Symbol	ALAC
Security Exchange Name	NASDAQ
Redeemable warrants, each warrant exercisable for one-half (1/2) of one ordinary share
Affiliate, Collateralized Security [Line Items]
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one-half (1/2) of one ordinary share
Trading Symbol	ALACW
Security Exchange Name	NASDAQ
Rights, each to receive one-tenth (1/10) of one ordinary share
Affiliate, Collateralized Security [Line Items]
Title of 12(b) Security	Rights, each to receive one-tenth (1/10) of one ordinary share
Trading Symbol	ALACR
Security Exchange Name	NASDAQ