425

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

June 21, 2024

Date of Report (Date of earliest event reported)

THUNDER POWER HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-41424	87-4620515
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

221 W 9th St #848 Wilmington, Delaware	19801
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: 909-214-2482

Feutune Light Acquisition Corporation

(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

Securities registered pursuant to Section 12(b) of the Act: None.

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, par value $0.0001 per share	AIEV	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company 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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Amended and Restated Warrant Agreement

On June 21, 2024, Feutune Light Acquisition Corporation (together with its successor, Thunder Power Holdings, Inc., the “Company”) and Continental Stock Transfer & Trust Company (“CST”) entered into an Amended and Restated Warrant Agreement (the “Amended Warrant Agreement”), which contains substantially identical terms with the warrant agreement entered int by and between the Company and CST dated as of June 15, 2022 (the “Warrant Agreement”), except, among other things, that references to “Class A Common Stock” in the Warrant Agreement have changed to “New Common Stock.”

A copy of the Amended Warrant Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Amended Warrant Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the terms and conditions of the Amended Warrant Agreement.

Escrow Agreement

On June 21, 2024, the Company entered into an escrow agreement (the “Escrow Agreement”) with Mr. Wellen Sham, Yuanmei Ma and CST, pursuant to which, among other things, (1) CST will act as the escrow agent under the Escrow Agreement; (2) at the Closing (as defined in the Escrow Agreement), the Company will deposit with CST 20,000,000 shares (the “Earnout Shares”) of common stock, par value $0.0001 per share, of the Company (the “Parent Common Stock”), less any portion of Earnout Shares that becomes vested and deliverable to Thunder Power Shareholders (as defined in the Escrow Agreement) at the Closing if any Triggering Event (as defined in the Escrow Agreement) has been achieved prior to the Closing, to be held by CST in a segregated escrow account (the “Earnout Escrow Account”) and disbursed therefrom in accordance with the terms of the Escrow Agreement; and (3) if any portion of the Earnout Shares becomes eligible for release in accordance with the terms of the Escrow Agreement, CST will release the applicable portion of Earnout Shares from the Earnout Escrow Account in accordance with the terms of the Escrow Agreement and disburse to each Thunder Power Shareholder the applicable portion of Earnout Shares therefrom in accordance with the terms of the Escrow Agreement.

A copy of the Escrow Agreement is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Escrow Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the terms and conditions of the Escrow Agreement.

Non-Disclosure, Non-Competition and Non-Solicitation Agreements

On June 21, 2024, the Company entered into a non-disclosure, non-competition and non-solicitation agreement (the “Non-competition Agreement”) with Gen J Holdings LLC and Electric Power Technology Ltd (collectively, the “Non-competing Shareholders”), pursuant to which the Non-competing Shareholders agreed, among other things, (1) not to use the Confidential Information (as defined in the Non-competition Agreement) or disclose all or any part of the Confidential Information in any form to any third party without the prior written consent of the Company on a case-by-case basis, (2) during the Restricted Period (as defined in the Non-competition Agreement), not to, directly or indirectly, for the Non-competing Shareholders’ own benefit or for the benefit of any other Person (as defined in the Non-competition Agreement) other than the Company or its subsidiaries, whether as an owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with, undertake any planning to compete with, or assist or encourage any other Person in competing with or undertaking any planning to compete with, the Company or any of its subsidiaries, except as otherwise approved by the board of directors of the Company, or any committee thereof (the “Board”), or contemplated under the Other Agreements (as defined in the Non-competition Agreement), (3) during the Restricted Period, except as required for the proper performance of the Non-competing Shareholders’ obligations under the Non-competition Agreement or otherwise approved by the Board or contemplated under the Other Agreements, not to, directly or indirectly, and not to assist or encourage any other Person to, (i) solicit or encourage any customer, vendor, supplier or other business partner of the Company or any of its subsidiaries to terminate, diminish or otherwise change in any manner adverse to the Company or any of its subsidiaries his, her or its relationship with any of them; or (ii) seek to persuade any such customer, vendor, supplier or business partner, or any prospective customer, vendor, supplier or business partner of the Company or any of its subsidiaries, to conduct with anyone else any business or activity that such Person conducts or could conduct with the Company or any of its subsidiaries, and (4) during the Restricted Period, except as required for the proper performance of the Non-competing Shareholders’ obligations under the Non-competition Agreement or otherwise approved by the Board or contemplated under the Other Agreements, not to, directly or indirectly, and not to assist or encourage any other Person to, (i) hire or engage any employee of the Company or any of its subsidiaries, (ii) solicit for hiring or engagement any employee of the Company or any of its subsidiaries or seek to persuade any such employee to discontinue employment, or (iii) solicit or encourage any independent contractor providing services to the Company or any of its subsidiaries to terminate, diminish or otherwise change in any manner adverse to the Company or any of its subsidiaries his, her or its relationship with any of them.

A copy of the form of the Non-competition Agreement is attached as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Non-competition Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the terms and conditions of Non-competition Agreement.

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Lock-up Agreement

On June 21, 2024, Feutune Light Sponsor LLC (the “Sponsor”), US Tiger Securities, Inc. and certain officers and directors of the Company who are signatories to a letter agreement dated June 12, 2022 in connection with the initial public offering of the Company (the “Initial Insiders”), and certain shareholders of Thunder Power Holdings Limited (“Thunder Power”) (collectively, the “Holders”) entered into a lock-up agreement with the Company (the “Lock-up Agreement”).

Pursuant to the Lock-Up Agreement, shares of common stock of the Company held by a Holder are categorized as (i) “Group I Lock-up Shares,” referring to 50% of the total number of shares of common stock of the Company that a Holder that is not an Initial Insider will receive in connection with the Merger (as defined in the Lock-up Agreement), or 50% of the number of its Parent Founder Shares (as defined below) if a Holder is an Initial Insider, (ii) “Group II Lock-up Shares,” referring to the remaining 50% of the total number of shares of common stock of the Company that a Holder that is not an Initial Insider will receive in connection with the Merger, or the remaining 50% of the number of its Parent Founder Shares if a Holder is an Initial Insider ; and (iii) “Group III Lock-up Shares,” referring to the total number of shares of common stock of the Company underlying its Parent Private Units (as defined below) and Parent Working Capital Units (as defined below) in connection with the Merger. “Parent Founder Shares” means 2,443,750 shares of Class B common stock of the Company held by certain Initial Insiders prior to the completion of the Company’s business combination. “Parent Private Units” means 454,250 FLFV Units (as defined in the Lock-up Agreement) purchased by certain Initial Insiders simultaneously with the consummation of the Company’s initial public offering. “Parent Working Capital Units” means all private FLFV Units issuable upon conversion of the maximum aggregate amount of US$3,00,000 of working capital and extension loans, if any, at $10.00 per unit, upon the consummation of the Company’s business combination. The Group I Lock-Up Shares, Group-II Lock-up Shares, Group-III Lock-up Shares are collectively referred to as “Lock-up Shares.”

The “Lock-up Period” means (i) with respect to the Group I Lock-up Shares, the period commencing at the Effective Time  (as defined in the Lock-up Agreement) and ending on the date that is the earlier to occur of (A) six months thereafter, or (B) the date on which the closing price of each share of common stock of the Company equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the completion of the Merger; (ii) with respect to the Group II Lock-up Shares, the period commencing at the Effective Time and ending on the date that is six months thereafter; and (iii) with respect to the Group III Lock-up Shares, the period commencing at the Effective Time and ending on that date that is 30 days thereafter.

The Holders will, subject to certain customary exceptions, agree not to, within the Lock-up Period, (i) sell, offer to sell, contract or agree to sell, pledge or otherwise dispose of, directly or indirectly, any Lock-up Shares, (ii) enter into a transaction that would have the same effect, (iii) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares or otherwise or engage in any short sales or other arrangement with respect to the Lock-Up Shares or (iv) publicly announce any intention to effect any transaction specified in clause (i) or (ii).

A copy of the form of the Lock-up Agreement is filed with this Current Report as Exhibit 10.4 and is incorporated herein by reference. The foregoing description of the Lock-up Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the terms and conditions of the Lock-up Agreement.

Indemnification Agreements

On June 21, 2024, the Company entered into an indemnification agreement (the “Indemnification Agreement”) with each of its directors, including Coleman Bradley, Yuanmei Ma, Mingchih Chen, Thomas Hollihan and Kevin Vassily (collectively, the “Indemnitees”), pursuant to which, among other things, the Company agreed to indemnify, hold harmless, exonerate and to advance expenses on behalf of, the Indemnitees to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities, including (1) indemnification in third-party proceedings, (2) indemnification in proceedings by or in the right of the Company, (3) indemnification for expenses of a party who is wholly or partly successful, (4) indemnification for expenses of a witness, and (5) additional customary indemnification, hold harmless and exoneration rights.

A copy of the form of the Indemnification Agreement is filed with this Current Report on Form 8-K as Exhibit 10.5 and is incorporated herein by reference. The foregoing description of the Indemnification Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the terms and conditions of the Indemnification Agreement.

Letter Agreement for the Settlement of All Outstanding Notes and Waiver of Claims

Pursuant to Feutune Light Acquisition Corporation’s registration statement on Form S-1 (File No. 333-264221) relating to its initial public offering (the “IPO”), which was declared effective by the SEC on June 14, 2022, the Sponsor, and its designees or affiliates, may but were not required to provide working capital loans (the “Working Capital Loans”) to the Company, up to $3,000,000 of which may be converted into working capital units (the “Working Capital Units”), at the price of $10.00 per unit at the option of the lender, upon the consummation of the initial business combination of the Company, and such Working Capital Units would be identical to the private units sold in the private placement consummated simultaneously with the IPO.

As of June 21, 2024, the Sponsor had provided a total of $2,636,000 in Working Capital Loans and had elected to convert all such Working Capital Loans into 263,600 Working Capital Units, which include 263,600 shares of Class A common stock, par value $0.0001 per share (the “Working Capital Shares”), 263,600 warrants, each of which may be exercised into one share of Class A common stock of the Company (the “Working Capital Warrants”), and 263,600 rights, each of which entitles the holder to receive one-tenth of one Class A common stock of the Company at the closing of a business combination (the “Working Capital Rights”).

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On June 21, 2024, the Company, the Sponsor and all members of the Sponsor entered into a letter agreement (the “Letter Agreement”) to convert all Working Capital Loans into 263,600 Working Capital Units, which, upon Closing (as defined below) of the Company’s business combination, would entitle the Sponsor to: (x) receive 263,600 common stock of the Company converted, on a one-for-one basis, from the 263,600 Working Capital Shares; (y) 263,600 warrants of the Company, whose terms are set forth in the Amended Warrant Agreement, converted, on a one-for-one basis, from 263,600 warrants of the Company under the Warrant Agreement; and (z) 26,360 shares of common stock of the Company converted, on a ten-for-one basis, from the 263,600 Working Capital Rights.  All securities issued pursuant to the letter agreement were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and are subject to such transfer restrictions and lock-up terms as set forth in a certain Private Unit Subscription Agreement, dated June 15, 2022, by and between the Company and the Sponsor, and the Lock-Up Agreement provided above.

In exchange for the foregoing, the Sponsor and its members agreed that all the balances and obligations associated with the Working Capital Loans have been satisfied and discharged and the Company and its affiliates are released from all potential claims or obligations from any promissory notes issued for the Working Capital Loans.

A copy of the form of the Letter Agreement is filed with this Current Report on Form 8-K as Exhibit 10.9 and is incorporated herein by reference. The foregoing description of the Letter Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the terms and conditions of the Letter Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Promissory Notes for Working Capital Loans

On June 21, 2024, the Company issued (1) an unsecured promissory note of $300,000 (the “WCL Note I”) to Wellen Sham, to evidence a loan of $300,000 provided by Mr. Sham to the Company, (2) an unsecured promissory note of $70,000 (the “WCL Note II”) to Sam Yu, an individual designated by the Sponsor, to evidence a loan of $70,000 provided by Mr. Yu to the Company, and (3) an unsecured promissory note of $70,000 (the “WCL Note III,” together with the WCL Note I and WCL Note II, the “WCL Notes”) to Sau Fong Yeung, an individual designated by the Sponsor, to evidence a loan of $70,000 provided by Ms. Yeung to the Company.

The WCL Note I bears interest at a rate per annum equal to 10% of the outstanding principal balance. The WCL Note I is payable in full upon the earlier of (i) 90 days after the consummation of the Company’s business combination, or (ii) the date of the liquidation of the Company (such date, the “Maturity Date”). Any of the following will constitute an event of default under the WCL Note I: (i) a failure to pay the outstanding principal balance within five (5) business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary bankruptcy action; (iii) the breach of any of Company’s obligations under the WCL Note I; (iv) any cross defaults; (v) an enforcement proceeding against the Company; or (vi) it is or becomes unlawful for the Company to perform any of its obligations under the WCL Note I, or any obligations of the Company under the WCL Note I are not or cease to be legal, valid, binding or enforceable. Upon the occurrence of an event of default specified in (i) or (iii) above, Mr. Sham may, by written notice to the Company, declare the WCL Note I to be due immediately and payable, whereupon the outstanding principal balance of the WCL Note I, and all other amounts payable under the WCL Note I, will become immediately due and payable without presentment, demand, protest or other notice of any kind. Upon the occurrence of an event of default specified in (ii), (iv), (v), or (vi) above, the outstanding principal balance of the WCL Note I, and all other sums payable under the WCL Note I, will automatically and immediately become due and payable, in all cases without any action on the part of Mr. Sham.

Mr. Sham has the right, but not the obligation, to convert the WCL Note I, in whole or in part, respectively, into Units (as defined in the WCL Note I) of the Company, that are identical to the public units of the Company, subject to certain exceptions, as described in the proxy statement/prospectus included in the registration statement on Form S-4 (File No. 333-275933), initially filed by the Company with the Securities and Exchange Commission (the “SEC”) on December 7, 2023 and declared effective by the SEC on May 10, 2024, by providing the Company with written notice of the intention to convert at least two (2) business days prior to the closing of the Company’s business combination. The number of Units to be received by Mr. Sham in connection with such conversion will be an amount determined by dividing (x) the sum of the outstanding principal amount payable to Mr. Sham by (y) $10.00.

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The terms and conditions of the WCL Note II and WCL Note III are substantially identical to the WCL Note I, except, among other things, that (1) the WCL Note II and WCL Note III bear no interest; and (2) the WCL Note II and WCL Note III are payable in full upon the earlier of (i) 30 days after the consummation of the Company’s business combination, or (ii) the date of the liquidation of the Company.

The issuances of the WCL Notes were made pursuant to the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

Copies of the WCL Notes are attached as Exhibits 10.6, 10.7 and 10.8, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing description of the WCL Notes does not purport to be complete and is subject to, and is qualified in its entirety by, the terms and conditions of the WCL Notes.

Item 3.02 Unregistered Sales of Equity Securities.

The information disclosed under Item 1.01 of this Current Report on Form 8-K as it relates to the Letter Agreement is incorporated by reference into this Item 3.02 to the extent required herein. 

The information disclosed under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein.

Item 7.01 Regulation FD Disclosure.

On June 21, 2024, the Company issued a press release announcing the closing (the “Closing”) of the business combination of Feutune Light Acquisition Corporation and Thunder Power. A copy of the press release is furnished as Exhibit 99.1 hereto. The information furnished pursuant to Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Amended Warrant Agreement dated June 21, 2024
10.2	Escrow Agreement dated June 21, 2024
10.3	Form of Non-competition Agreement
10.4	Form of Lock-up Agreement
10.5	Form of Indemnification Agreement
10.6	Promissory Note dated June 21, 2024 issued by Feutune Light Acquisition Corporation to Wellen Sham
10.7	Promissory Note dated June 21, 2024 issued by Feutune Light Acquisition Corporation to Sam Yu
10.8	Promissory Note dated June 21, 2024 issued by Feutune Light Acquisition Corporation to Sau Fong Yeung
10.9	Letter Agreement dated June 21, 2024.
99.1	Press Release date June 21, 2024
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)

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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.

	Thunder Power Holdings, Inc.
Date: June 27, 2024	By:	/s/ Yuanmei Ma
	Name:	Yuanmei Ma
	Title:	Chief Financial Officer

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EX-10.1

Exhibit 10.1

Execution Version

AMENDED AND RESTATED WARRANT AGREEMENT

This AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), is made as of June 21, 2024, between Feutune Light Acquisition Corporation, a Delaware corporation, with offices at 48 Bridge Street, Building A, Metuchen, New Jersey 08840 (together with its successor, Thunder Power Holdings, Inc., the “Company”), and Continental Stock Transfer & Trust Company, a New York company, with offices at 1 State Street, 30th Floor, New York, NY 10004, as warrant agent (“Warrant Agent”), to amend the warrant agreement (the “2022 Agreement”), dated June 15, 2022, entered between the Company and the Warrant Agent.

WHEREAS, the Company engaged in a public offering (the “Public Offering”) of up to 9,775,000 units (including 1,275,000 units which may be issued pursuant to an overallotment option granted to the underwriters of the Public Offering), each unit (the “Public Units”) comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), one warrant, where each warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described herein, and in connection therewith, will issue and deliver up to 4,887,500 warrants (the “Public Warrants”) to the public investors in connection with the Public Offering and one right to receive one-tenth (1/10) of one share of Class A Common Stock (the “Public Rights”) ;

WHEREAS, the Company filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, No. 333-264221 (“Registration Statement”) and prospectus (“Prospectus”), for the registration, under the Securities Act of 1933, as amended (“Securities Act”) of, among other securities, the Public Warrants, and the Registration Statement was declared effective by the U.S. Securities and Exchange Commission on June 15, 2022; and

WHEREAS, the Company received binding commitments (“Subscription Agreements”) from the Company’s sponsor, Feutune Light Sponsor LLC (the “Sponsor”) and US Tiger Securities, Inc. (the “Representative”), simultaneously with the closing of the Public Offering, to purchase up to an aggregate of 454,250 units (including up to 498,875 units if the over-allotment option is exercised in full) (the “Private Units”), each containing one share of Class A Common Stock, one warrant (the “Private Warrants”) and one right (the “Private Rights”), including an aggregate of 434,250 units (including up to 478,875 units if the over-allotment option is exercised in full) for the Sponsor, and an aggregate of 20,000 units for the Representative (notwithstanding if the over-allotment option is exercised or not). Each whole Private Warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share; and

WHEREAS, the Company may issue up to an additional 300,000 units (the “Working Capital Units” and together with the Public Units and the Private Units, the “Units”) at a price of $10.00 per Working Capital Unit, with each Working Capital Unit consisting of one share of Class A Common Stock, one warrant (each such warrant, a “Working Capital Warrant”, and together with Private Warrants, the Public Warrants, the “Warrants”) and one right (each such right, a “Working Capital Right”, and together with Private Rights, the Public Rights, the “Rights”), in satisfaction of certain working capital loans made by the Company’s officers, directors, initial stockholders and their affiliates; and

WHEREAS, the Company entered into the 2022 Agreement to engage the Warrant Agent to act on behalf of the Company in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants; and

WHEREAS, on October 26, 2023, the Company entered into an Agreement and Plan of Merger (as may be amended from time to time, the “Merger Agreement”), by and among the Company, Feutune Light Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Thunder Power Holdings Limited, a British Virgin Islands company (“Thunder Power”), pursuant to which Thunder Power will merge with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of the Company (the “Business Combination”). 

WHEREAS, in connection with the Business Combination, at the closing of the Business Combination, and pursuant to a third amended and restated certificate of incorporation of the Company to be filed and effected at the closing of the Business Combination, all issued and outstanding Class A Common Stock and Class B Common Stock will be converted into common stock, par value $0.0001 per share of the Company (the “New Common Stock”), and all Warrants will be converted into warrants exercisable for the New Common Stock (the “New Warrant”), instead of any pre-existing Class A Common Stock.

WHEREAS, in connection with the Business Combination, the Company and the Warrant Agent desire to enter into this Agreement to amend the June 2022 Agreement and to update the form and provisions of the New Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the New Warrants;

WHEREAS, in connection with the Business Combination, upon the closing of the Business Combination, the New Warrants will not be listed on any “national securities exchange”, as such term is defined under the Exchange Act of 1934, as amended (the “Exchange Act”), but rather quoted the over-the-counter market, and

WHEREAS, all acts and things have been done and performed which are necessary to make the New Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding, and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the New Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.

2. New Warrants.

2.1. Form of Warrant. Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board of Directors or Chief Executive Officer and Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed upon any New Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such New Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.

2.2. Uncertificated New Warrants. Notwithstanding anything herein to the contrary, any New Warrant may be issued in uncertificated or book-entry form through the Warrant Agent and/or the facilities of The Depository Trust Company (the “Depositary”) or other book-entry depositary system, in each case as determined by the Board of Directors of the Company or by an authorized committee thereof. Any New Warrant so issued shall have the same terms, force and effect as a certificated New Warrant that has been duly countersigned by the Warrant Agent in accordance with the terms of this Agreement.

2.3. Effect of Countersignature. Except with respect to uncertificated New Warrants as described above, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a New Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.

2.4. Registration.

2.4.1. Warrant Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance and the registration of transfer of the New Warrants. Upon the initial issuance of the New Warrants, the Warrant Agent shall issue and register the New Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company.

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2.4.2. Registered Holder. Prior to due presentment for registration of transfer of any New Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such New Warrant is then registered in the Warrant Register (“registered holder”) as the absolute owner of such New Warrant and of each New Warrant represented thereby (notwithstanding any notation of ownership or other writing on the New Warrant certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

3. Terms and Exercise of New Warrants

3.1. New Warrant Price. Each New Warrant shall, when countersigned by the Warrant Agent (except with respect to uncertificated New Warrants), entitle the registered holder thereof, subject to the provisions of such New Warrant and of this Agreement, to purchase from the Company the number of shares of New Common Stock stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “New Warrant Price” as used in this Agreement refers to the price per share at which the shares of New Common Stock may be purchased at the time a New Warrant is exercised. The Company in its sole discretion may lower the New Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days; provided, that the Company shall provide at least twenty (20) days’ prior written notice of such reduction to registered holders of the New Warrants and, provided further that any such reduction shall be applied consistently to all of the New Warrants.

3.2. Duration of New Warrants. A New Warrant may be exercised only during the period (a) commencing on the date that is thirty (30) days after the Business Combination is consummated (as described more fully in the Registration Statement), and (b) terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date that the Business Combination is consummated, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Company (“Expiration Date”). The period of time from the date the New Warrants will first become exercisable until the expiration of the New Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding New Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the New Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants. Notwithstanding anything to the contrary contained herein, for so long as any New Warrant is held by the Sponsor and/or their designees, such New Warrant may not be exercised after five years from the effective date of the Registration Statement.

3.3. Exercise of New Warrants.

3.3.1. Payment. Subject to the provisions of the New Warrant and this Agreement, a New Warrant, when countersigned by the Warrant Agent, may be exercised by the registered holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the New Warrant, duly executed, and by paying in full the New Warrant Price for each shares of New Common Stock as to which the New Warrant is exercised and any and all applicable taxes due in connection with the exercise of the New Warrant, as follows:

(a) in lawful money of the United States, by good certified check or good bank draft payable to the order of the Warrant Agent or wire transfer;

(b) in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s management has elected to force all holders of New Warrants to exercise such New Warrants on a “cashless basis,” by surrendering the New Warrants for that number of shares of New Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of New Common Stock underlying the New Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair Market Value. Solely for purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean the average last reported sale price of New Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to holders of the New Warrants pursuant to Section 6 hereof; or

(c) as provided in Section 7.4 hereof.

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3.3.2. Issuance of Shares of New Common Stock. As soon as practicable after the exercise of any New Warrant and the clearance of the funds in payment of the New Warrant Price (if any), the Company shall issue to the registered holder of such New Warrant a certificate or certificates, or book entry position, for the number of shares of New Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such New Warrant shall not have been exercised in full, a new countersigned New Warrant, or book entry position, for the number of shares as to which such New Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the New Warrant exercise. No New Warrant shall be exercisable for cash and the Company shall not be obligated to issue shares of New Common Stock upon exercise of a New Warrant unless the shares of New Common Stock issuable upon such New Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the New Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a New Warrant, the holder of such New Warrant shall not be entitled to exercise such New Warrant for cash and such New Warrant may have no value and expire worthless,. New Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance would be unlawful.

3.3.3. Valid Issuance. All shares of New Common Stock issued upon the proper exercise of a New Warrant in conformity with this Agreement shall be validly issued, fully paid and nonassessable.

3.3.4. Date of Issuance. Each person in whose name any book entry position or certificate for shares of New Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares on the date on which the New Warrant, or book entry position representing such New Warrant, was surrendered and payment of the New Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the share transfer books of the Company or book entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the share transfer books or book entry system are open.

3.3.5 Maximum Percentage. A holder of a New Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; however, no holder of a New Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not cause the exercise of the holder’s New Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (the “Maximum Percentage”) of the shares of New Common outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of New Common Stock beneficially owned by such person and its affiliates shall include the number of shares of New Common Stock issuable upon exercise of the New Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of New Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of the Warrant, in determining the number of outstanding shares of New Common Stock, the holder may rely on the number of outstanding shares of New Common Stock as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the SEC as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Warrant Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written request of the holder of the New Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of shares of New Common Stock then outstanding. In any case, the number of outstanding shares of New Common Stock shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of outstanding shares of New Common Stock was reported. By written notice to the Company, the holder of a New Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

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4. Adjustments.

4.1. Stock Dividends; Split Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of New Common Stock is increased by a stock dividend payable in New Common Stock, or by a split up of New Common Stock, or other similar event, then, on the effective date of such stock dividend, split up or similar event, the number of shares of New Common Stock issuable on exercise of each New Warrant shall be increased in proportion to such increase in outstanding shares of New Common Stock.

4.2. Aggregation of Shares. If after the date hereof, the number of outstanding shares of New Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of New A Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of New Common Stock issuable on exercise of each New Warrant shall be decreased in proportion to such decrease in outstanding shares of New Common Stock.

4.3 Extraordinary Dividends. If the Company, at any time while the New Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of New Common Stock or other shares of the Company’s capital stock into which the New Warrants are convertible (an “Extraordinary Dividend”), then the New Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s Board of Directors, in good faith) of any securities or other assets paid in respect of such Extraordinary Dividend divided by all outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend); provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.1 above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the shares of New Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the New Warrant Price or to the number of shares of New Common Stock issuable on exercise of each New Warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion rights of the holders of the shares of New Common Stock in connection with a proposed initial Business Combination or certain amendments to the Company’s Amended and Restated Certificate of Incorporation (as described in the Registration Statement) or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while the New Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the shares of New Common Stock during the 365-day period ending on the date of declaration of such $0.35 dividend, then the New Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the Company’s initial Business Combination, there were 100,000,000 shares outstanding and the Company paid a $1.00 dividend to 17,500,000 of such shares (with the remaining 82,500,000 shares waiving their right to receive such dividend), then no adjustment to the New Warrant Price would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share.

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4.4 Adjustments in Exercise Price. Whenever the number of shares of New Common Stock purchasable upon the exercise of the New Warrants is adjusted, as provided in Sections 4.1 and 4.2 above, the New Warrant Price shall be adjusted (to the nearest cent) by multiplying such New Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of New Common Stock purchasable upon the exercise of the New Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of New Common Stock so purchasable immediately thereafter.

4.5. Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of New Common Stock (other than a change covered by Section 4.1, 4.2 or 4.3 hereof or that solely affects the par value of New Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of New Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the New Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the New Warrants and in lieu of the shares of New Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the New Warrant holder would have received if such New Warrant holder had exercised his, her or its New Warrant(s) immediately prior to such event. If any reclassification also results in a change in the shares of New Common Stock covered by Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3, 4.4 and this Section 4.5. The provisions of this Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the New Warrant Price be reduced to less than the par value per share issuable upon exercise of the New Warrant. Notwithstanding anything to the contrary herein, in the event of any tender offer for shares of New Common Stock, the offeror shall not make any tender offer for New Warrants if the effect of such offer would be to require the New Warrants to be accounted for as liabilities under applicable accounting principles.

4.6. Issuance in connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional shares of New Common Stock or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as determined by the Company’s Board of Directors, in good faith, and in the case of any such issuance to the Company’s initial stockholders, or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions), and (c) the Fair Market Value (as defined below) is below $9.20 per share, the exercise price of the New Warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Fair Market Value or (ii) the price at which the Company issues the shares of New Common Stock or equity-linked securities, and the $16.50 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Fair Market Value and the price at which the Company issues shares of New Common Stock or equity-linked securities. Solely for purposes of this Section 4.6, the “Fair Market Value” shall mean the volume weighted average reported trading price of New Common Stock for the twenty (20) trading days starting on the trading day prior to the date of the consummation of the Business Combination.

4.7 Notices of Changes in Warrant. Upon every adjustment of the New Warrant Price or the number of shares issuable upon exercise of a New Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the New Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a New Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3, 4.4, 4.5, or 4.6, then, in any such event, the Company shall give written notice to each New Warrant holder, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.

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4.8. No Fractional New Warrants or Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares upon exercise of New Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any New Warrant would be entitled, upon the exercise of such New Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round up to the nearest whole number of shares of New Common Stock to be issued to the Warrant holder.

4.9. Form of Warrant. The form of New Warrant need not be changed because of any adjustment pursuant to this Section 4, and New Warrants issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the New Warrants initially issued pursuant to this Agreement. However, the Company may at any time in its sole discretion make any change in the form of New Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any New Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding New Warrant or otherwise, may be in the form as so changed.

4.10 Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the New Warrants in order to (i) avoid an adverse impact on the New Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the New Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company shall adjust the terms of the New Warrants in a manner that is consistent with any adjustment recommended in such opinion.

5. Transfer and Exchange of Warrants.

5.1. Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such New Warrant for transfer, properly endorsed with signatures, in the case of certificated New Warrants, properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a New Warrant representing an equal aggregate number of New Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated New Warrants, the New Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.

5.2. Procedure for Surrender of Warrants. New Warrants may be surrendered to the Warrant Agent, either in certificated form or in book entry position, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more New Warrants, or book entry positions, as requested by the registered holder of the New Warrants so surrendered, representing an equal aggregate number of New Warrants; provided, however, that in the event that a New Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such New Warrant and issue New Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the New Warrants must also bear a restrictive legend.

5.3. Fractional New Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a warrant certificate or book-entry position for a fraction of a New Warrant.

5.4. Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants, subject to remuneration as provided pursuant to Section 8.3.1.

5.5. Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the New Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with New Warrants duly executed on behalf of the Company for such purpose.

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6. Redemption.

6.1. Redemption. Not less than all of the outstanding New Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $0.01 per New Warrant (“Redemption Price”), provided that the last sale price of the New Common Stock equals or exceeds $16.50 per share (subject to adjustment in accordance with Section 4 hereof), on each of twenty (20) trading days within any thirty (30) trading day period commencing after the New Warrants become exercisable and ending on the third trading day prior to the date on which notice of redemption is given and provided that there is an effective registration statement covering the shares of New Common Stock issuable upon exercise of the New Warrants, and a current prospectus relating thereto, available throughout the 30-day redemption or the Company has elected to require the exercise of the New Warrants on a “cashless basis” pursuant to subsection 3.3.1(b); provided, however, that if and when the New Warrants become redeemable by the Company, the Company may not exercise such redemption right if the issuance of shares of New Common Stock upon exercise of the New Warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.

6.2. Date Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the New Warrants that are subject to redemption, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date to the registered holders of the New Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder received such notice.

6.3. Exercise After Notice of Redemption. The New Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section 3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption Date. In the event the Company determines to require all holders of New Warrants to exercise their New Warrants on a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the information necessary to calculate the number of shares of New Common Stock to be received upon exercise of the New Warrants, including the “Fair Market Value” in such case. On and after the Redemption Date, the record holder of the New Warrants shall have no further rights except to receive, upon surrender of the New Warrants, the Redemption Price.

7. Other Provisions Relating to Rights of Holders of New Warrants.

7.1. No Rights as Stockholder. A New Warrant does not entitle the registered holder thereof to any of the rights of a stockholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other matter.

7.2. Lost, Stolen, Mutilated, or Destroyed New Warrants. If any New Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated New Warrant, include the surrender thereof), issue a New Warrant of like denomination, tenor, and date as the New Warrant so lost, stolen, mutilated, or destroyed. Any such New Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed New Warrant shall be at any time enforceable by anyone.

7.3. Reservation of Shares of New Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of New Common Stock that will be sufficient to permit the exercise in full of all outstanding New Warrants issued pursuant to this Agreement.

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7.4. Registration of Shares of New Common Stock. The Company agrees that as soon as practicable, but in no event later than thirty (30) Business Days after the closing of its initial Business Combination, it shall use its reasonable best efforts to file with the Securities and Exchange Commission a registration statement for the registration, under the Securities Act, of the shares of New Common Stock issuable upon exercise of the New Warrants, and it shall use its reasonable best efforts to take such action as is necessary to register or qualify for sale, in those states in which the New Warrants were initially offered by the Company and in those states where holders of New Warrants then reside, the shares of New Common Stock issuable upon exercise of the New Warrants, to the extent an exemption is not available. The Company will use its reasonable best efforts to cause the same to become effective within sixty (60) Business Days following the closing of its initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the New Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 60th day following the closing of the Business Combination, holders of the New Warrants shall have the right, during the period beginning on the 61st day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Securities and Exchange Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of New Common Stock issuable upon exercise of the New Warrants, to exercise such New Warrants on a “cashless basis” by exchanging the New Warrants (in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of shares of New Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of New Common Stock underlying the New Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume weighted average price of the New Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such New Warrants or its securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a New Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the New Warrants on a cashless basis in accordance with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the shares of New Common Stock issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless and until all of the New Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1. 

8. Concerning the Warrant Agent and Other Matters.

8.1. Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of shares of New Common Stock upon the exercise of New Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the New Warrants or such shares of New Common Stock.

8.2. Resignation, Consolidation, or Merger of Warrant Agent.

8.2.1. Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the New Warrant (who shall, with such notice, submit his New Warrant for inspection by the Company), then the holder of any New Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.

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8.2.2. Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the transfer agent for the shares of New Common Stock not later than the effective date of any such appointment.

8.2.3. Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act.

8.3. Fees and Expenses of Warrant Agent.

8.3.1. Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and will reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.

8.3.2. Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.

8.4. Liability of Warrant Agent.

8.4.1. Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer or Chairman of the Board of Directors of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

8.4.2. Indemnity. The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the Warrant Agent’s fraud, gross negligence, willful misconduct, or bad faith.

8.4.3. Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any New Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any New Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of New Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, or any New Warrant or as to whether any shares of New Common Stock will, when issued, be valid and fully paid and non-assessable.

8.5. Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to New Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of New Common Stock through the exercise of New Warrants.

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9. Miscellaneous Provisions.

9.1. Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

9.2. Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any New Warrant to or on the Company shall be sufficiently given (i) if by email when the email is sent, (ii) if by hand or overnight delivery, when so delivered, or (iii) if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:

Thunder Power Holdings, Inc.

221 W 9th St #848

Wilmington, Delaware 19801

Attn: Yuanmei Ma, Chief Financial Officer

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

Brown Rudnick

601 Thirteenth Street NW

Suite 600

Washington, D.C. 20005

Attn: Andrew J. Sherman, Esq.

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any New Warrant or by the Company to or on the Warrant Agent shall be sufficiently given (i) if by email, when the email is sent, (ii) if by hand or overnight delivery, when so delivered, or (iii) if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor, New York, NY 10004

Attn: Compliance Department

9.3. Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the New Warrants shall be governed in all respects by the laws of the State of New York. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. The provisions of this paragraph will apply to suit, action, proceeding or claim brought to enforce any liability or duty arising under the Securities Act. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

Any person or entity purchasing or otherwise acquiring any interest in the New Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Agreement. If any action, the subject matter of which is within the scope the forum provisions of this Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our New Warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

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9.4. Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the registered holders of the New Warrants and, for the purposes of Sections 7.4, 9.4 and 9.8 hereof, the Representatives, any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The Representatives shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 7.4, 9.4 and 9.8 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto (and the Representatives with respect to the Sections 7.4, 9.4 and 9.8 hereof) and their successors and assigns and of the registered holders of the New Warrants.

9.5. Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any New Warrant. The Warrant Agent may require any such holder to submit his New Warrant for inspection by it.

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

9.7. Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

9.8 Amendments. This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments, including any amendment to increase the New Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the registered holders of (i) a majority of the then outstanding New Warrants if such modification or amendment is being undertaken prior to, or in connection with, the consummation of a Business Combination or (ii) a majority of the then outstanding New Warrants if such modification or amendment is being undertaken after the consummation of a Business Combination. Notwithstanding the foregoing, the Company may lower the New Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the registered holders. The provisions of this Section 9.8 may not be modified, amended or deleted without the prior written consent of the Representatives.

9.9 Trust Account Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the trust account established by the Company in connection with the Public Offering (as more fully described in the Registration Statement) (“Trust Account”), including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. In the event that the Warrant Agent has a claim against the Company under this Agreement, the Warrant Agent will pursue such claim solely against the Company and not against the property held in the Trust Account.

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

[signature page follows]

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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

CONTINENTAL STOCK TRANSFER & TRUST COMPANY	FEUTUNE LIGHT ACQUISITION CORPORATION
/s/ Steven Vacante	By:	/s/ Yuanmei Ma
Steven Vacante		Name:	Yuanmei Ma
Vice President		Title:	Chief Financial Officer
FEUTUNE LIGHT ACQUISITION CORPORATION	Continental Stock Transfer & Trust Company
/s/ Yuanmei Ma	By:	/s/ Stacy Aqui
Yuanmei Ma,		Name:	Stacy Aqui
CFO		Title:	Vice President

[signature page to the Warrant Agreement]

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EXHIBIT A

WARRANT CERTIFICATE

[FACE]

Number

Warrants

THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO
THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR
IN THE WARRANT AGREEMENT DESCRIBED BELOW

THUNDER POWER HOLDINGS, INC.

Incorporated Under the Laws of the State of Delaware

CUSIP: 31561T 110

Warrant Certificate

This Warrant Certificate certifies that [●], or registered assigns, is the registered holder of redeemable warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares of common stock, $0.0001 par value per share (“Common Stock”), of Thunder Power Holdings, Inc., a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Each Warrant is initially exercisable for one fully paid and non-assessable share of Common Stock. The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

The initial Exercise Price per share of Common Stock for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void.

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.

This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.

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FEUTUNE LIGHT ACQUISITION CORPORATION
By:
Name:	Yuanmei Ma
Title:	Chief Financial Officer
CONTINENTAL STOCK TRANSFER AND TRUST COMPANY, as Warrant Agent
By:
Name:	[●]
Title:	[●]

[Reverse]

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock and are issued or to be issued pursuant to an Amended and Restated Warrant Agreement dated as of June __, 2024 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer and Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.

Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the shares of Common Stock is current, except through “cashless exercise” as provided for in the Warrant Agreement.

The Warrant Agreement provides that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in a share of Common Stock, the Company shall, upon exercise, round down to the nearest whole number of shares of Common Stock to be issued to the holder of the Warrant.

Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.

Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.

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The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.

Election to Purchase 

(To Be Executed Upon Exercise of Warrant)

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock and herewith tenders payment for such shares of Common Stock to the order of Thunder Power Holdings, Inc. (the “Company”) in the amount of $[●] in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered in the name of [●], whose address is and that such shares of Common Stock be delivered to whose address is [●]. If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of [●], whose address is and that such Warrant Certificate be delivered to [●], whose address is [●].

In the event that the Warrant has been called for redemption by the Company pursuant to Section 6.1 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.

In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.

In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Common Stock that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares of Common Stock. If said number of shares is less than all of the shares of Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of [●], whose address is and that such Warrant Certificate be delivered to [●], whose address is [●].

[Signature Page Follows]

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Date: [●], 2024
	(Signature)
	(Address)
	(Tax Identification Number)

Signature Guaranteed:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE)).

[Signature Page to the Specimen of Warrant Certificate of Company]

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EX-10.2

Exhibit 10.2

ESCROW AGREEMENT

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of June 21, 2024, by and between: Feutune Light Acquisition Corporation, a Delaware corporation (together with its successor after the Closing, as defined herein, the “Parent”); Wellen Sham (the “Thunder Power Stockholder Representative”) and Yuanmei Ma (the “FLFV Stockholder Representatives”, together with Thunder Power Stockholder Representative, the “Parent Stockholder Representatives), as joint representatives; and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).

WHEREAS, on October 26, 2023, (i) the Parent, (ii) Feutune Light Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of the Parent (“Merger Sub”), (iii) Thunder Power Holding Limited, a British Virgin Islands company (“Thunder Power”), entered into an Agreement and Plan of Merger (as amended from time to time in accordance with the terms thereof, the “Merger Agreement”);

WHEREAS, pursuant to the Merger Agreement, among other things, upon the terms and subject to the conditions set forth in the Merger Agreement, Thunder Power will merge with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a wholly owned subsidiary of the Parent;

WHEREAS, as a result of the Merger, among other things, upon the terms and subject to the conditions set forth in the Merger Agreement, all of the issued and outstanding ordinary shares of stock of Thunder Power, immediately prior to the consummation of the Merger (the “Closing”), will be cancelled and exchanged for the right to receive shares of Parent Common Stock (as defined herein) (with such holders identified in Schedule 1 attached hereto, the “Thunder Power Shareholders”), subject to the withholding of the Earnout Shares (as defined herein) being deposited in the Earnout Escrow Account (as defined herein) in accordance with the terms and conditions of the Merger Agreement and this Agreement, and each stock option to purchase ordinary shares of Thunder Power shall be assumed by the Parent and automatically converted into an option to purchase shares of Parent Common Stock;

WHEREAS, as a result of the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement, upon the Closing, the Parent shall be renamed as “Thunder Power Holdings, Inc.”;

WHEREAS, in accordance with the Merger Agreement and this Agreement, at the Closing, the Parent will deposit with the Escrow Agent 20,000,000 shares (the “Earnout Shares”) of common stock, par value $0.0001 per share of Parent (the “Parent Common Stock”), less any portion of Earnout Shares that becomes vested and deliverable to Thunder Power Shareholders at the Closing if any Triggering Event (as defined in in Annex I hereof) has been achieved prior to the Closing, to be held by the Escrow Agent in a segregated escrow account (the “Earnout Escrow Account”) and disbursed therefrom in accordance with the terms of Annex I to this Agreement;

WHEREAS, in accordance with the Merger Agreement and this Agreement, if any portion of the Earnout Shares becomes eligible for release in accordance with the terms of Annex I to this Agreement, the Escrow Agent will release the applicable portion of Earnout Shares from the Earnout Escrow Account in accordance with the terms of Section III hereof and disburse to each Thunder Power Shareholder the applicable portion of Earnout Shares therefrom in accordance with the terms of this Agreement;

WHEREAS, pursuant to the Merger Agreement, the Thunder Power Shareholders have appointed the Stockholder Representative as their representative and agent to represent each of them, and to act on their behalf, for purposes of this Agreement, in accordance with Section 3.3 of the Merger Agreement; and

WHEREAS, the Escrow Agent is willing to administer the Earnout Escrow Account under the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

I. Appointment

(a) The Parent hereby appoints the Escrow Agent as its escrow agent for the purposes set forth herein, and the Escrow Agent hereby accepts such appointment under the terms and conditions set forth herein.

(b) All capitalized terms with respect to the Escrow Agent shall be defined herein. The Escrow Agent shall act only in accordance with the terms and conditions contained in this Agreement and shall have no duties or obligations with respect to the Merger Agreement.

II. Escrow Shares

(a) The Parent agrees to deposit with the Escrow Agent 20,000,000 Earnout Shares. The Escrow Agent shall hold the Escrow Shares as a book-entry position registered in the name of Continental Stock Transfer and Trust as Escrow Agent for the benefit of the Thunder Power Shareholders identified in Schedule 1 attached hereto.

(b) During the term of this Agreement, the Thunder Power Shareholders shall have the right to exercise any voting rights with respect to any of the Escrow Shares. With respect to any matter for which the Escrow Shares are permitted to vote, the Escrow Agent shall vote, or cause to be voted the Escrow Shares in the same proportion that the number of shares of Parent Common Stock owned by all other shareholders of Parent are voted. In the absence of notice from a Thunder Power Shareholder as to the proportion that the number of shares of Common Stock of Parent owned by all other shareholders of the Parent are voted, the Escrow Agent shall not vote any of the shares comprising the Escrow Shares.

(i) Any dividends paid with respect to the Escrow Shares (together with the Escrow Shares and any other benefits or interests arising from the Escrow Shares, the “Escrow Asset”) shall be deemed part of the Escrow and be delivered to the Escrow Agent to be held in a bank account and be deposited in a non-interest-bearing account to be maintained by the Escrow Agent in the name of the Escrow Agent.

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(ii) In the event of any stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of shares of Parent Common Stock other than a regular cash dividend, the Escrow Shares shall be appropriately adjusted on a pro rata basis and consistent with the terms of the Merger Agreement and this Agreement.

(c) At the Closing, the Parent shall cause to be deposited with the Escrow Agent the Earnout Shares to be held by the Escrow Agent in the Earnout Escrow Account. The Earnout Shares to be deposited in the Earnout Escrow Account shall be issued, on the basis of the Earnout Shares allocable to each Thunder Power Shareholder pursuant to an instruction letter (the “Closing Instruction Letter”), in a form mutually agreeable to the Parent, Thunder Power, and the Escrow Agent, in the name of the Thunder Power Shareholders entitled to receive the Earnout Shares pursuant to Section 3.3 of the Merger Agreement (in restricted book entry form), as laid out in Schedule I hereof.

(d) Upon the making of book entries for such Earnout Shares, the Escrow Agent shall send a written acknowledgement of its receipt to the Parent and the Parent Stockholder Representatives.

(e) During the term of this Agreement, the Escrow Agent shall hold the Earnout Shares in the Earnout Escrow Account and shall not sell, transfer, dispose of, lend or otherwise subject to a Lien any of the Earnout Shares except until and to the extent that they are disbursed in accordance with Section III hereof. Except as the Parent and the Parent Stockholder Representatives may otherwise agree in joint written instructions as provided in Section III hereof, no Earnout Shares may be withdrawn except as expressly provided in this Agreement.

III. Disposition and Termination

(a)    Promptly (but in no event more than five (5) Business Days) following the determination that all or any portion of the Earnout Shares is payable pursuant to Annex I hereof, the Parent and the Parent Stockholder Representatives will jointly instruct the Escrow Agent (a “Joint Instruction”) to release the applicable portion of Earnout Shares from the Earnout Escrow Account to the Thunder Power Shareholders. If a portion of the Earnout Shares does not become payable within the time periods provided in Annex I hereof, the Parent and the Parent Stockholder Representatives will issue a Joint Instruction to release the relevant portion of the Earnout Shares from the Earnout Escrow Account to the Parent and the Parent shall cancel such portion of the Earnout Consideration Shares.

(b) Any Joint Instructions delivered pursuant to this Agreement shall specify the number of Earnout Shares to be released and such other information as may be required to permit the Escrow Agent to release such Earnout Shares.

(c) Upon the delivery of all of the Escrow Shares by the Escrow Agent in accordance with the terms of this Agreement (including this Section III), this Agreement shall terminate, subject to the provisions of Sections VI and VII hereof.

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IV. Escrow Agent

(a) The Escrow Agent shall have only those duties as are specifically and expressly provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have any requirements to comply with, the terms and conditions of any other agreement, instrument or document between the Parent and any other person or entity, in connection herewith, if any, including without limitation the Merger Agreement or nor shall the Escrow Agent be required to determine if any person or entity has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Agreement.

(b) In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the Parent and any other person or entity, the terms and conditions of this Agreement shall control.

(c) The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the Parent without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to any beneficiary or other person for refraining from acting upon any instruction setting forth, claiming, containing, objecting to, or related to the transfer or distribution of the Escrow Shares, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section X hereof and the Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder and as set forth in Section X hereof. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due nor shall the Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it hereunder.

(d) The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it in good faith except to the extent that a final adjudication of a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to either Thunder Power Shareholders or the Parent. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents.

(e) The Escrow Agent may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons except to the extent that a final adjudication of a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to either Thunder Power Shareholders or the Parent. In the event that the Escrow Agent shall be uncertain or believe there is some ambiguity as to its duties or rights hereunder or shall receive instructions, claims or demands from the Parent and/or the Parent Stockholder Representatives hereto which, in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be given a direction in writing which eliminates such ambiguity or uncertainty to the satisfaction of the Escrow Agent or by a final and non-appealable order or judgment of a court of competent jurisdiction that agrees to pursue any redress or recourse in connection with any dispute without making the Escrow Agent a party to the same.

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V. Succession

(a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days’ advance notice in writing of such resignation to the Parent specifying a date when such resignation shall take effect, provided that such resignation shall not take effect until a successor escrow agent has been appointed in accordance with this Section V. If the Parent has failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Asset (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section VII hereof. In accordance with Section VII hereof, the Escrow Agent shall have the right to withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of this Agreement.

(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.

VI. Compensation and Reimbursement

The Escrow Agent shall be entitled to compensation for its services under this Agreement as Escrow Agent and for reimbursement for its reasonable out-of-pocket costs and expenses, in the amounts and payable as set forth on Schedule 2 attached hereto. The Escrow Agent shall also be entitled to payment of any amounts to which the Escrow Agent is entitled under the indemnification provisions contained herein as set forth in Section VII hereof. The obligations of the Parent set forth in this Section VI shall survive the resignation, replacement or removal of the Escrow Agent or the termination of this Agreement.

VII. Indemnity

(a) The Escrow Agent shall be indemnified and held harmless by the Parent from and against any expenses, including counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, other than expenses or losses arising from the gross negligence or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in the any state or federal court located in New York County, State of New York.

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(b) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.

(c) The Escrow Agent shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel.

(d) This Section VII shall survive termination of this Agreement or the resignation, replacement or removal of the Escrow Agent for any reason.

VIII. Patriot Act Disclosure/Taxpayer Identification Numbers/Tax Reporting

(a) Patriot Act Disclosure. Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) requires the Escrow Agent to implement reasonable procedures to verify the identity of any person that opens a new account with it. Accordingly, the Parent acknowledges that Section 326 of the USA PATRIOT Act and the Escrow Agent’s identity verification procedures require the Escrow Agent to obtain information which may be used to confirm Thunder Power Shareholders identity including without limitation name, address and organizational documents (“identifying information”).

(b) The Parent agrees to provide the Escrow Agent with and consent to the Escrow Agent obtaining from third parties any such identifying information required as a condition of opening an account with or using any service provided by the Escrow Agent and that any such underlying transaction does not constitute an installment sale requiring any tax reporting or withholding of imputed interest or original issue discount to the IRS or other taxing authority.

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IX. Notices

(a) All communications hereunder shall be in writing and except for any Instruction or any communications from the Parent and the Parent Stockholder Representatives setting forth, claiming, containing, objecting to, or in any way related to the full or partial transfer or distribution of the Escrow Asset, all notices and communications hereunder shall be deemed to have been duly given and made if in writing and if (i) served by personal delivery upon the party for whom it is intended, (ii) delivered by registered or certified mail, return receipt requested, or by Federal Express or similar overnight courier, or (iii) sent by facsimile or email, provided that the receipt of such facsimile or email is promptly confirmed, by telephone, electronically or otherwise, to the party at the address set forth below, or such other address as may be designated in writing hereafter, in the same manner, by such party:

Notices to the Parent:

Thunder Power Holdings, Inc./Feutune Light Acquisition Corporation

Vistra Corporate Services Centre

Wickhams Cay II, Road Town

Tortola, VG1110, British Virgin Islands

Attention: Wellen Sham

Email: wellenol@protonmail.com

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

Brown Rudnick LLP

601 13TH Street N.W.

#600

Washington D.C. 20005

Attn: Andrew J. Sherman

Email: asherman@brownrudnick.com

Notices to the Parent Stockholder Representatives:

Vistra Corporate Services Centre

Wickhams Cay II, Road Town

Tortola, VG1110, British Virgin Islands

Attention: Wellen Sham

Email: wellenol@protonmail.com

Attention: Yuanmei Ma

Email: sunnymei2005@gmail.com

Notices to the Escrow Agent:

Continental Stock Transfer and Trust

One State Street — 30th Floor

New York, New York 10004

Facsimile No: (212) 616-7615

Attention:

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Notwithstanding the above, in the case of communications delivered to the Escrow Agent, such communications shall be deemed to have been given on the date received by an officer of the Escrow Agent or any employee of the Escrow Agent who reports directly to any such officer at the above-referenced office. In the event that the Escrow Agent, in its sole discretion, shall determine that an emergency exists, the Escrow Agent may use such other means of communication as the Escrow Agent deems appropriate. For purposes of this Agreement, “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which the Escrow Agent located at the notice address set forth above is authorized or required by law or executive order to remain closed.

X. Security Procedures

(a) Notwithstanding anything to the contrary as set forth in Section IX hereof, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution, including but not limited to any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section III hereof, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Asset, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Parent and the Parent Stockholder Representatives by the Escrow Agent in accordance with Section IX hereof and as further evidenced by a confirmed transmittal to that number.

(b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 1 hereof, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 1 hereof, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Parent (collectively, the “Senior Officers”), as the case may be, which shall be designated in Schedule 1 hereof. Such Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.

(c) The Parent and the Parent Stockholder Representatives acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account or recipient designated by Thunder Power Shareholders in writing, provided that such delivery shall be endorsed in writing by the Parent and the Parent Stockholder Representatives.

XI. Court Orders

In the event that any escrow property shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the property deposited under this Agreement, the Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by opinion of legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow Agent reasonably obeys or complies with any such writ, order or decree it shall not be liable to any of the parties hereto or to any other person, entity, firm or corporation, by reason of such compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.

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XII. Miscellaneous

(a) Except for changes to transfer instructions as provided in Section X hereof, the provisions of this Agreement may be waived, altered, amended or supplemented, in whole or in part, only by a writing signed by the Escrow Agent, Parent and Parent Stockholder Representatives. Neither this Agreement nor any right or interest hereunder may be assigned in whole or in part by the Escrow Agent, the Parent or the Parent Stockholder Representatives except as provided in Section V hereof, without the prior consent of the Escrow Agent and Parent.

(b) This Agreement shall be governed by and construed under the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Parent, the Parent Stockholder Representatives and the Escrow Agent irrevocably waives any objection on the grounds of venue, forum non-convenience or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of any court of the State of New York or United States federal court, in each case, sitting in New York County, New York. To the extent that in any jurisdiction any party may now or hereafter be entitled to claim for itself or its assets, immunity from suit, execution attachment (before or after judgment), or other legal process, such party shall not claim, and it hereby irrevocably waives, such immunity. The parties further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement.

(c) No party to this Agreement is liable to any other party for losses due to, or if it is unable to perform its obligations under the terms of this Agreement because of, acts of God, fire, war, terrorism, floods, strikes, electrical outages, equipment or transmission failure, or other causes reasonably beyond its control.

(d) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. All signatures of the parties to this Agreement may be transmitted by facsimile or other electronic transmission (including e-mail), and such facsimile or other electronic transmission (including e-mail) will, for all purposes, be deemed to be the original signature of such party whose signature it reproduces, and will be binding upon such party.

(e) If any provision of this Agreement is determined to be prohibited or unenforceable by reason of any applicable law of a jurisdiction, then such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof, and any such prohibition or unenforceability in such jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction. A person who is not a party to this Agreement shall have no right to enforce any term of this Agreement. The parties represent, warrant and covenant that each document, notice, instruction or request provided by such party to the other party shall comply with applicable laws and regulations. Where, however, the conflicting provisions of any such applicable law may be waived, they are hereby irrevocably waived by the parties hereto to the fullest extent permitted by law, to the end that this Agreement shall be enforced as written. Except as expressly provided in Section VII hereof above, nothing in this Agreement, whether express or implied, shall be construed to give to any person or entity other than the Escrow Agent and the Parent any legal or equitable right, remedy, interest or claim under or in respect of this Agreement or the Escrow Asset escrowed hereunder.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.

PARENT
By:	/s/ Yuanmei Ma
Name:	Yuanmei Ma
Title:	CFO
Telephone:
PARENT STOCKHOLDER REPRESENTATIVES:
By:	/s/ Wellen Sham
Name:	Wellen Sham
Telephone:
By:	/s/ Yuanmei Ma
Name:	Yuanmei Ma
Telephone:
ESCROW AGENT:
CONTINENTAL STOCK TRANSFER AND TRUST
By:	/s/ Steven Vacante
Name:	Steven Vacante
Title:	Vice President

[Signature Page to Escrow Agreement]

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Schedule 1

AUTHORIZED OFFICER OF PARENT

The Parent:

Individuals authorized by the Parent:

Name and Title		Telephone Number	Specimen Signature
1.	Yuanmei Ma
2.
3.

THUNDER POWER SHAREHOLDERS

See Attached Excel Sheet.

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Schedule 2

FEE INFO

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Annex I

Earnout Share Release Conditions

This Annex I sets forth the criteria for the release from the Earnout Escrow Account of the Earnout Shares. Terms used but not defined in this Annex I have the meanings ascribed to such terms in the other parts of this Agreement to which this Annex I is a part.

From the date of this Agreement and until the termination of this Agreement, all or a portion of the Earnout Shares may be triggered and released upon the occurrence of the following events (the “Triggering Events”):

(i) an aggregate of 5,000,000 Earnout Shares will be vested and released to the Thunder Power Shareholders, on a pro rate basis under the current proportions identified in Schedule 1 of this Agreement, if and only if, on the occurrence that the amount of sales/revenues of PubCo for any of the fiscal years (such fiscal year is referred as “Tranche 1 Fiscal Year”) ending from December 31, 2023 to December 31, 2025 is no less than US$42,200,000 as evidenced by the audited financial statements of Thunder Power Holdings, Inc. prepared in accordance with U.S. GAAP for the Tranche 1 Fiscal Year that is contained in an annual report on Form 10-K filed by Thunder Power Holdings, Inc. with the SEC (the “Tranche 1 Annual Report”).

(ii) an aggregate of 15,000,000 Earnout Shares will be vested and released to the Thunder Power Shareholders, on a pro rate basis under the current proportions identified in Schedule 1 of this Agreement, if and only if, on the occurrence that the amount of sales/revenues of PubCo for any of the fiscal years (such fiscal year is referred as “Tranche 2 Fiscal Year”) ending from December 31, 2023 to December 31, 2026 is no less than US$415,000,000 as evidenced by the audited financial statements of Thunder Power Holdings, Inc. prepared in accordance with U.S. GAAP for the Tranche 2 Fiscal Year that is contained in an annual report on Form 10-K filed by Thunder Power Holdings, Inc. with the SEC (the “Tranche 2 Annual Report”).

Notwithstanding the foregoing, to the extent any Triggering Event has occurred as of the date of this Agreement, the Earnout Shares may become vested and be delivered directly to Thunder Power Shareholders at the Closing, at the election of the Parent and the Parent Stockholder Representatives.

The right to receive the Earnout Shares pursuant to this Agreement shall not be assignable or transferable by any Thunder Power Stockholder, except, in the case of a Thunder Power Shareholder who is an individual, to such Thunder Power Stockholder’s immediate family members, for estate planning purposes, or upon his or her death, pursuant to his or her will, trust or similar instrument or pursuant to the laws of descent and distribution; provided, in each case, that the Parent is provided with written notice prior to any such assignment or transfer. Any assignment or transfer in violation of this paragraph shall be null and void and need not be recognized by the Parent.

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EX-10.3

Exhibit 10.3

NON-DISCLOSURE, NON-COMPETITION AND NON-SOLICITATION AGREEMENT

THIS NONDISCLOSURE, NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is made and entered into as of [___], 2024, by and between Thunder Power Holdings, Inc. (f/k/a Feutune Light Acquisition Corporation), a Delaware corporation (the “Company”) and [____] (the “Shareholder”), to be effective as of the date hereof (the “Effective Date”). Certain capitalized terms are defined in Section 3 of this Agreement.

WHEREAS, the Shareholder was a shareholder of Thunder Power Holdings Limited, a British Virgin Islands company (the “Target”) and has become a shareholder of the Company in connection with that certain business combination contemplated under the Agreement and Plan of Merger entered into by and among Feutune Light Acquisition Corporation (the predecessor of the Company), the Target, and Feutune Light Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company, dated October 26, 2023 (as amended, the “Merger Agreement”); and

WHEREAS, the Shareholder’s covenants on non-disclosure, non-competition and non-solicitation are essential inducement to the Company to enter into the transactions described in the Merger Agreement, and the Shareholder will have received valuation consideration as part of the transactions contemplated under the Merger Agreement and therefore has a material economic interest in the consummation of the transactions contemplated under the Merger Agreement;

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

1. CONFIDENTIAL INFORMATION

1.1 Confidential Information. As a Significant Shareholder, the Shareholder may receive, learn and otherwise be exposed, directly or indirectly, to confidential and proprietary information of the Company and its Subsidiaries whether in graphic, written, electronic or oral form, including without limitation information relating to the Company’s business, strategies, designs, products, services and technologies and any derivatives, improvements and enhancements relating to any of the foregoing, or to the Company’s suppliers, customers or business partners (collectively “Confidential Information”). Confidential Information may be identified at the time of disclosure as confidential or proprietary or information which by its context would reasonably be deemed to be confidential or proprietary. None of the Company, its Subsidiaries or any of their respective directors, officers, employees or agents shall, at any time from and after the Effective Date, disclose any material non-public information about the Company to the Shareholder (other than pursuant to the Other Agreements), unless in accordance with the requirements by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any of its Subsidiaries, or any of their respective directors, officers, employees and agents (as determined in the reasonable good faith judgment of the Shareholder), the Shareholder shall promptly provide written notice of such breach to the Company. The Shareholder shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure.

1.2 Obligations of Non-use and Non-disclosure. The Shareholder acknowledges the confidential and secret character of the Confidential Information, and agrees that, subject to the Other Agreements, the Confidential Information is the sole, exclusive and valuable property of the Company. Accordingly, the Shareholder agrees, subject to the Other Agreements, not to use the Confidential Information or disclose all or any part of the Confidential Information in any form to any third party without the prior written consent of the Company on a case-by-case basis. The Company and the Shareholder understand that the Shareholder’s obligations of non-disclosure with respect to Confidential Information shall not apply to information that the Shareholder can establish by competent proof (w) was actually in the public domain at the time of disclosure or enters the public domain following disclosure other than as a result of a breach of this Agreement, (x) is already in the Shareholder’s possession without breach of any obligations of confidentiality at the time of disclosure by the Company, (y) is obtained by the Shareholder as a result of any derivative intellectual property generated or derived from any intellectual property licensed to the Company to which the Shareholder has an ownership right, or (z) is obtained by the Shareholder from a third party not under confidentiality obligations and without a breach of any obligations of confidentiality. If the Shareholder’s becomes compelled by law, regulation (including without limitation the rules of any applicable securities exchange), court order, or other governmental authority to disclose the Confidential Information, the Shareholder shall, to the extent possible and permissible under applicable law, first give the Company prompt notice. The Shareholder agrees to cooperate reasonably with the Company in any proceeding to obtain a protective order or other remedy. If such protective order or other remedy is not obtained, the Shareholder shall only disclose that portion of such Confidential Information required to be disclosed, in the opinion of the Shareholder’s legal counsel. The Shareholder shall request that confidential treatment be accorded such Confidential Information, where available. Compulsory disclosures made pursuant to this section shall not relieve the Shareholder of the Shareholder’s obligations of confidentiality and non-use with respect to non-compulsory disclosures. The Company and the Shareholder understand that nothing herein is intended to or shall prevent the Shareholder from communicating directly with, cooperating with, or providing information to, any federal, state or local government regulator or from using any Confidential Information pursuant to the Other Agreements. The Shareholder shall promptly notify any officer of the Company if the Shareholder learns of any possible unauthorized use or disclosure of Confidential Information and shall cooperate fully with the Company to enforce its rights in such information.

2. RESTRICTED ACTIVITIES

2.1 Restricted Activities. The Shareholder agrees to the following restrictions on the Shareholder’s activities during and, to the extent applicable, after the Shareholder’s cessation of being a Significant Shareholder, and further agrees that such restrictions are necessary to protect the goodwill, Confidential Information, trade secrets and other legitimate interests of the Company and its Subsidiaries:

(a) Non-Competition. While the Shareholder is a Significant Shareholder (such period, the “Restricted Period”), the Shareholder will not, directly or indirectly, for the Shareholder’s own benefit or for the benefit of any other Person other than the Company or its Subsidiaries, whether as an owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with, undertake any planning to compete with, or assist or encourage any other Person in competing with or undertaking any planning to compete with, the Company or any of its Subsidiaries, except as otherwise approved by the Board or contemplated under the Other Agreements. Specifically, but without limiting the foregoing, the Shareholder agrees not to provide services to, in any capacity, whether with or without compensation, any Person that is engaged in any business anywhere that is competitive with the business of the Company or any of its Subsidiaries, as conducted or in active planning at any time during the Restricted Period, except as otherwise approved by the Board or contemplated under the Other Agreements. Notwithstanding the foregoing, in no event shall ownership of five percent (5%) or less of the outstanding securities of any class of any other entity whose securities are registered or listed on any securities exchange or recognized securities market anywhere in the world constitute a breach of this Section 2.1(a) so long as the Shareholder does not have, or exercise, any rights to manage or operate the business of such entity other than rights as an equity holder thereof.

(b) Non-Solicitation of Business Partners. During the Restricted Period, except as required for the proper performance of the Shareholder’s obligations hereunder or otherwise approved by the Board or contemplated under the Other Agreements, the Shareholder will not, directly or indirectly, and will not assist or encourage any other Person to, (i) solicit or encourage any customer, vendor, supplier or other business partner of the Company or any of its Subsidiaries to terminate, diminish or otherwise change in any manner adverse to the Company or any of its Subsidiaries his, her or its relationship with any of them; or (ii) seek to persuade any such customer, vendor, supplier or business partner, or any prospective customer, vendor, supplier or business partner of the Company or any of its Subsidiaries, to conduct with anyone else any business or activity that such Person conducts or could conduct with the Company or any of its Subsidiaries.

(c) Non-Solicitation of Employees and Other Service Providers. During the Restricted Period, except as required for the proper performance of the Shareholder’s obligations hereunder or otherwise approved by the Board or contemplated under the Other Agreements, the Shareholder will not, directly or indirectly, and will not assist or encourage any other Person to, hire or engage any employee of the Company or any of its Subsidiaries. During the Restricted Period, except as required for the proper performance of the Shareholder’s obligations hereunder or otherwise approved by the Board or contemplated under any Other Agreement, the Shareholder will not, directly or indirectly, and will not assist or encourage any other Person to, (i) solicit for hiring or engagement any employee of the Company or any of its Subsidiaries or seek to persuade any such employee to discontinue employment; or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Subsidiaries to terminate, diminish or otherwise change in any manner adverse to the Company or any of its Subsidiaries his, her or its relationship with any of them.

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2.2 Enforcement. In signing this Agreement, the Shareholder gives the Company assurance that the Shareholder has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on the Shareholder under this Section 2, that the Shareholder has not relied on any agreements (other than the Merger Agreement, the Other Agreements and the transactions contemplated thereunder) or representations, express or implied, that are not set forth expressly in this Agreement, and that the Shareholder has entered into this Agreement knowingly and voluntarily. The Shareholder agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Subsidiaries, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The Shareholder further agrees that, were the Shareholder to breach any of the covenants contained in this Section 2, the damage to the Company and its Subsidiaries would be irreparable. The Shareholder therefore agrees that the Company, in addition and not in the alternative to any other remedies available to it, will be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Shareholder of any such covenants, without having to post bond. In the event that any provision of this Section 2 is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision will be deemed to be modified to permit its enforcement to the maximum extent permitted by law. It is also agreed that each of the Company’s Subsidiaries will have the right to enforce all of the Shareholder’s obligations to that Subsidiary under this Agreement, including, without limitation, pursuant to this Section 2. No claimed breach of this Agreement or other violation of law attributed to the Company or any of its Subsidiaries, or change in the nature or scope of the Shareholder’s other relationship with the Company or any of its Subsidiaries, will operate to excuse the Shareholder from the performance of the Shareholder’s obligations under this Section 2. For purposes hereof, general solicitations not directed at a particular person or advertising in media directed at the general public shall not provide the basis for a claim by the Company that the Shareholder violated this Section 2.

3. CERTAIN DEFINITIONS

For purposes of this Agreement, the following definitions apply:

“Board” means the board of directors of the Company or any committee thereof, as applicable.

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

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Other Agreement” means each and any binding contract (other than this Agreement) entered into by and between the Shareholder and the Company and/or any of the Company’s Subsidiaries from time to time.

“Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust or any other entity or organization.

“Regulation FD” means Regulation FD promulgated by the Commission pursuant to the Exchange Act, as such Regulation may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Regulation.

“Significant Shareholder” means, as of any reference date, a shareholder of the Company holding 10% or more of the share capital of the Company on a fully diluted basis.

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“Subsidiary” means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of capital shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons will be deemed to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons will be allocated a majority of partnership, association or other business entity gains or losses or will be or control the managing director, managing member, general partner or other managing Person of such partnership, association or other business entity. A Subsidiary of a Person will also include any variable interest entity which is consolidated with such Person under applicable accounting rules.

4. NO CONFLICTING AGREEMENTS

The Shareholder hereby represents and warrants that the signing of this Agreement and the performance of the Shareholder’s obligations hereunder will not breach or be in conflict with any other agreement to which the Shareholder is a party or by which the Shareholder is bound, and that the Shareholder is not now subject to any covenants against competition or similar covenants or any court order that could affect the performance of the Shareholder’s obligations hereunder.

5. MISCELLANEOUS

5.1 Notices. Any notices provided for in this Agreement will be in writing and will be effective when delivered in person or sent by registered mail, postage prepaid, return receipt requested, or by a reputable overnight delivery service, and addressed to the Shareholder at the Shareholder’s last known address on the books of the Company or, in the case of the Company, to it at its principal place of business, attention of the Chair of the Board, or to such other address as either party may specify by notice to the other actually received.

5.2 Assignment. The Shareholder may not make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the Company; the Company may assign its rights and obligations under this Agreement without the Shareholder’s consent to one of its Subsidiaries (including Target) or to any Person with whom the Company hereafter effects a reorganization, consolidation or merger, or to whom the Company hereafter transfers all or substantially all of its properties or assets. This Agreement will inure to the benefit of and be binding upon the Shareholder and the Company and each of their respective successors, executors, administrators, heirs and permitted assigns.

5.3 Severability. If any portion or provision of this Agreement is declared illegal or unenforceable to any extent by a court of competent jurisdiction, to any extent, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, will not be affected thereby, and each portion and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law.

5.4 Other Matters. This Agreement, the Other Agreements and the Merger Agreement (including the transaction documents thereunder) collectively set forth the entire agreement and understanding between the parties hereto relating to the subject matter hereof, and replace all prior and contemporaneous communications, agreements and understandings, written or oral, relating to the same. This Agreement may not be modified or amended, and no breach will be deemed to be waived, unless agreed to in writing by the Shareholder and an expressly authorized representative of the Board. The headings and captions in this Agreement are for convenience only and in no way define or describe the scope or content of any provision herein. This Agreement may be executed in counterparts (and may be delivered by email or other electronic means), each of which will be an original and all of which together will constitute one and the same instrument. This Agreement will be governed by and construed in accordance with the laws of Delaware, without regard to any conflict of laws principles that would result in the application of the laws of any other jurisdiction. The Shareholder and the Company agree to submit to the non-exclusive jurisdiction of the courts within the state of Delaware in connection with any dispute arising out of or otherwise related to this Agreement.

[Remainder of Page Intentionally Left Blank]

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

Thunder Power Holdings, Inc.

By:

Name

Title

Accepted and agreed

[   ]

By:

Name

Title

[Signature Page to Non-Disclosure, Non-Competition and Non-Solicitation Agreement]

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EX-10.4

Exhibit 10.4

Final Form

LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of June 21, 2024, by and between the undersigned (each, the “Holder”) and Feutune Light Acquisition Corporation, a Delaware corporation (“Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).

BACKGROUND

A. Parent, Feutune Light Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Merger Sub”), and Thunder Power Holdings Limited, a BVI company (the “Company”) are parties to that certain Agreement and Plan of Merger dated [October 26], 2023 (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), pursuant to which the Company shall merge with and into Merger Sub (the “Merger”), with Merger Sub being the surviving entity and a wholly-owned subsidiary of Parent (the Parent upon and following the Merger is hereinafter referred as “PubCo”), and (ii) all of the issued and outstanding securities of the Company immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holders thereof to receive substantially equivalent securities of PubCo. Following the Merger, PubCo will be a publicly traded company listed on a stock exchange in the United States.

B. In connection with Parent IPO, Feutune Light Sponsor LLC (the “Sponsor”), US Tiger Securities, Inc., and the officers and directors of Parent entered into a letter agreement dated June 12, 2022 (the “Initial Letter”, and each signatory thereto, “Initial Insider”).

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

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

AGREEMENT

1. Lock-Up.

(a) During the Lock-up Period (as defined below), the Holder irrevocably agrees that such Holder will not (a) sell, assign, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any of the Lock-up Shares (as defined below), (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Lock-up Shares, whether any such transaction is to be settled by delivery of such Lock-up Shares, in cash or otherwise, (c) make public announcement of any intention to effect any transaction specified in clause (a) or (b), or (d) engage in any Short Sales (as defined below) with respect to any security of PubCo.

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

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

(d) For purpose of this Agreement, the “Lock-up Period” means with respect to the Group I Lock-up Shares, the period commencing on the Effective Time and ending on the date that is the earlier to occur of (A) six months thereafter, or (B) the date on which the closing price of each PubCo Ordinary Share equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the completion of the Merger, with respect to the Group II Lock-up Shares the period commencing on the Effective Time and ending on the date that is six months thereafter, with respect to the Group III Lock-up Shares the period commencing on the Effective Time and ending on the 30 days thereafter.

The restrictions set forth herein shall not apply to: (1) transfers or distributions to the Holder’s current or former general or limited partners, or members, stockholders, other equity holders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended) or to the estates of any of the foregoing; (2) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (3) by virtue of the laws of descent and distribution upon death of the Holder; or (4) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms of this Agreement in writing, in form and substance reasonably satisfactory to PubCo.

In addition, after the Effective Time, if there is a Change of Control of PubCo, then upon the consummation of such Change of Control, all Lock-up Shares shall be released from the restrictions contained herein. A “Change of Control” means: (a) the sale of all or substantially all of the consolidated assets of PubCo and PubCo’s subsidiaries to a third-party purchaser; (b) a sale resulting in no less than a majority of the voting power of PubCo being held by person that did not own a majority of the voting power prior to such sale; or (c) a merger, consolidation, recapitalization or reorganization of PubCo with or into a third-party purchaser that results in the inability of the pre-transaction equity holders to designate or elect a majority of the board of directors (or its equivalent) of the resulting entity or its parent company.

2. Representations and Warranties. Each of the parties hereto, by their respective execution and delivery of this Agreement, hereby represents and warrants to the others and to all third party beneficiaries of this Agreement that (a) such party has the full right, capacity and authority to enter into, deliver and perform its respective obligations under this Agreement, (b) this Agreement has been duly executed and delivered by such party and is the binding and enforceable obligation of such party, enforceable against such party in accordance with the terms of this Agreement, and (c) the execution, delivery and performance of such party’s obligations under this Agreement will not conflict with or breach the terms of any other agreement, contract, commitment or understanding to which such party is a party or to which the assets or securities of such party are bound.

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3. Lock-up Shares. For purposes of this Agreement, a Holder’s Lock-up Shares shall be such Holder’s Group I Lock-up Shares, Group II Lock-up Shares and Group III Lock-up Shares, with the exact number of the Holder’s Lock-up Shares specified on the Holder’s signature page attached hereto. (i) A Holder’s Group I Lock-up Shares shall be equal to, with respect to a Holder that is not an Initial Insider, 50% of the total number of PubCo Common Shares that such Holder will receive in connection with the Merger under the Merger Agreement, and with respect to a Holder that is an Initial Insider, 50% of the number of its Parent Founder Shares, (ii) a Holder’s Group II Lock-up Shares shall be equal to, with respect to a Holder that is not an Initial Insider, the remaining 50% of the total number of PubCo Common Shares that such Holder will receive in connection with the Merger under the Merger Agreement, and with respect to a Holder that is an Initial Insider, the remaining 50% of the number of its Parent Founder Shares, and (iii) a Holder’s Group III Lock-up Shares shall be equal to the total number of the PubCo Common Shares underlying its Parent Private Units and Parent Working Capital Units. For the purpose of this paragraph, “Parent Founder Shares” shall mean 2,443,750 shares of Class B common stock of Parent, par value $0.0001 per share, held by the Sponsor and certain Initial Insiders. “Parent Private Units” shall mean 454,250 units of Parent, with each unit consisting of one Parent Class A Share, one Parent Warrant and one Parent Right that the Sponsor and US Tiger purchased at $10.00 per unit simultaneously with the consummation of the IPO. “Parent Working Capital Units” shall mean all Parent private units issuable upon conversion of the maximum aggregated amount of US$3,000,000 of working capital and extension loans, if any, at $10.00 per unit, upon the consummation of the Business Combination.

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

5. Notices. All general notices, demands or other communications required or permitted to be given or made hereunder shall be in writing and delivered personally or sent by courier or sent by registered post or sent by electronic mail to the intended recipient thereof at its address or at its email address set out below (or to such other address or email address as a party may from time to time notify the other parties). Any such notice, demand or communication shall be deemed to have been duly served (a) if given personally or sent by courier, upon delivery during normal business hours at the location of delivery or, if later, then on the next Business Day after the day of delivery; (b) if sent by electronic mail during normal business hours at the location of delivery, immediately, or, if later, then on the next Business Day after the day of delivery; (c) the third Business Day following the day sent by reputable international overnight courier (with written confirmation of receipt); and (d) if sent by registered post, five (5) days after posting. The initial addresses and email addresses of the parties for the purpose of this Agreement are:

(a) If to Parent or PubCo, to:

 [To be inserted with PubCo’s Address and Contact]

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

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

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

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

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

10. Amendment. This Agreement may only be amended or modified with respect to a Holder by written agreement executed by each of the Parent and PubCo on one hand, and such Holder on the other hand.

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

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

13. Governing Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of New York, without giving effect to principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.

14. Venue; Waiver of Jury Trial

(a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of New York (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of New York), or, if it has or can acquire jurisdiction, in the United States District Court for the District of New York, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 14(a);

(b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

[Signature Page Follows]

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

Parent	Feutune Light Acquisition Corporation
	By:
	Name:	Yuanmei Ma
	Title:	Chief Financial Officer:

Signature Page to Lock-up Agreement

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

Holder	Cai-Ni Lu
	NUMBER OF LOCK-UP SHARES:
	Group I Lock-up Shares:
	Group II Lock-up Shares:
	Notice Address
	8/F., No. 32, Lishui Street, Da'An District, Taipei City 106, Taiwan
	Email:jance.lu@gmail.com

Holder	Gen A Holdings LLC
	By:
	Name:	Annette Sham
	Title:	Beneficial Owner
	NUMBER OF LOCK-UP SHARES:
	Group I Lock-up Shares:
	Group II Lock-up Shares:
	Notice Address
	108 W. 13th Street, Suite 100, Wilmington, DE 19801, USA
	Email:marinamaesham@protonmail.com

Signature Page to Lock-up Agreement

Holder	Gen M Holdings LLC
	By:
	Name:	Marina Mae Sham
	Title:	Beneficial Owner
	NUMBER OF LOCK-UP SHARES:
	Group I Lock-up Shares:
	Group II Lock-up Shares:
	Notice Address
	108 W. 13th Street, Suite 100, Wilmington, DE 19801, USA
	Email: marinamaesham@protonmail.com

Holder	Old Gen Holdings LLC
	By:
	Name:	Wellen Sham
	Title:	Beneficial Owner
	NUMBER OF LOCK-UP SHARES:
	Group I Lock-up Shares:
	Group II Lock-up Shares:
	Notice Address
	108 W. 13th Street, Suite 100, Wilmington, DE 19801, USA
	Email: wellenol@protonmail.com

Signature Page to Lock-up Agreement

Holder	Gen J Holdings LLC
	By:
	Name:	Julian Coleman Sham
	Title:	Beneficial Owner
	NUMBER OF LOCK-UP SHARES:
	Group I Lock-up Shares:
	Group II Lock-up Shares:
	Notice Address
	108 W. 13th Street, Suite 100, Wilmington, DE 19801, USA
	Email: julian.sham@proton.me

Signature Page to Lock-up Agreement

Holder	ELECTRIC power technology limited
	By:
	Director:
	Director:
	Director:
	Director:
	NUMBER OF LOCK-UP SHARES:
	Group I Lock-up Shares:
	Group II Lock-up Shares:
	Notice Address
	Email:

Signature Page to Lock-up Agreement

Holder
	By:
	Name:	Wellen Sham
	Title:	Beneficial Owner
	NUMBER OF LOCK-UP SHARES:
	Group I Lock-up Shares:
	Group II Lock-up Shares:
	Notice Address
	108 W. 13th Street, Suite 100, Wilmington, DE 19801, USA
	Email: wellenol@protonmail.com

Signature Page to Lock-up Agreement

EX-10.5

Exhibit 10.5

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of _________________, by and between Thunder Power Holdings, Inc., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. The Amended and Restated Certificate of Incorporation, as amended (the “Charter”) of Feutune Light Acquisition Corporation and the Amended and Restated Bylaws (the “Bylaws”) of the Company require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable provisions of the Delaware General Corporation Law (“DGCL”). The Charter, Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights;

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;

WHEREAS, this Agreement is a supplement to and in furtherance of the Charter and Bylaws of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS, Indemnitee may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he or she be so indemnified.

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NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

1.SERVICES TO THE COMPANY. In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected or appointed or retained or until Indemnitee tenders his or her resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.

2.DEFINITIONS. As used in this Agreement:

(a)References to “agent” shall mean any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, advisor, fiduciary or other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.

(b)The terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act as in effect on the date hereof.

(c) A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

(i)Acquisition of Stock by Third Party. Any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing twenty percent (20%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors and such acquisition would not constitute a Change in Control under part (iii) of this definition;

(ii) Change in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof or whose election or nomination for election was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;

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(iii) Corporate Transactions. The effective date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the board of directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination;

(iv)Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due (or, if such stockholder approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or

(v)Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement.

(d)“Corporate Status” describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of the Company or of any other Enterprise which such person is or was serving at the request of the Company.

(e)“Delaware Court” shall mean the Court of Chancery of the State of Delaware.

(f) “Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(g) “Enterprise” shall mean the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.

(h)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

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(i) “Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding, including reasonable compensation for time spent by the Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(j)References to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan.

(k)References to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

(l)“Independent Counsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporate law and that neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(m)The term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary of the Company or of any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary of the Company or of a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(n)The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative or related nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action (or failure to act) taken by him or her or of any action (or failure to act) on his or her part while acting as a director or officer of the Company, or by reason of the fact that he or she is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.

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(o) The term “Subsidiary,” with respect to any Person, shall mean any corporation, limited liability company, partnership, joint venture, trust or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.

(p)The phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (a) to the fullest extent authorized or permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL, and (b) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

3.INDEMNITY IN THIRD-PARTY PROCEEDINGS. To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually, and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful; provided, in no event shall Indemnitee be entitled to be indemnified, held harmless or advanced any amounts hereunder in respect of any Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (if any) that Indemnitee may incur by reason of his or her own actual fraud or intentional misconduct. Indemnitee shall not be found to have committed actual fraud or intentional misconduct for any purpose of this Agreement unless or until a court of competent jurisdiction shall have made a finding to that effect.

4.INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.

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5.INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement, but subject to Section 27, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was successful. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

6.INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, but subject to Section 27, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness or deponent in any Proceeding to which Indemnitee is not a party or threatened to be made a party, he or she shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

7.ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding any limitation in Sections 3, 4 or 5, but subject to Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under this Section 7 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.

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8.CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.

(a)To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.

(b)The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

(c)The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee. Indemnitee shall seek payments or advances from the Company only to the extent that such payments or advances are unavailable from any insurance policy of the Company covering Indemnitee.

9.EXCLUSIONS. Notwithstanding any provision in this Agreement, but subject to Section 27, the Company shall not be obligated under this Agreement to make any indemnification, advance Expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:

(a)for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise;

(b)for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; or

(c)except as otherwise provided in Sections 14(f) and (g) hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

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10.ADVANCES OF EXPENSES; DEFENSE OF CLAIM.

(a)Notwithstanding any provision of this Agreement to the contrary, but subject to Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise. If it shall be determined by a final judgment or other final adjudication that Indemnitee was not so entitled to indemnification, any advancement shall be returned to the Company (without interest) by the Indemnitee. This Section 10(a) shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 9, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.

(b)The Company will be entitled to participate in the Proceeding at its own expense.

(c)The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent.

11. PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.

(a)Indemnitee agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification, hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.

(b)Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according to Section 12(a) of this Agreement.

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12.PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.

(a)A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the stockholders by ordinary resolution. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.

(b)In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

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(c)The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(d)If the Company disputes a portion of the amounts for which indemnification is requested, the undisputed portion shall be paid and only the disputed portion withheld pending resolution of any such dispute.

13.PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.

(a)In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(b) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by the Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b)If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.

(c)The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

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(d)For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, manager, or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, or on information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member. The provisions of this Section 13(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.

(e)The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

14.REMEDIES OF INDEMNITEE.

(a)In the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12(a) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 5, 6, 7 or the last sentence of Section 12(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance with this Agreement within ten (10) days after receipt by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication by the Delaware Court to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association. Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b)In the event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.

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(c)In any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated to receive advancement of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 12(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

(d)If a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(e)The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

(f)The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee: (i) to enforce his or her rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the Charter, or the Bylaws now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).

(g)Interest shall be paid by the Company to Indemnitee at the legal rate under Delaware law for amounts which the Company indemnifies, holds harmless or exonerates, or advances, or is obliged to indemnify, hold harmless or exonerate or advance for the period commencing with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company.

(h)If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

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15.SECURITY. Notwithstanding anything herein to the contrary, but subject to Section 27, to the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.

16. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION; PRIORITY OF OBLIGATIONS.

(a)The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Charter, the Bylaws or this Agreement, then this Agreement (without any further action by the parties hereto) shall automatically be deemed to be amended to require that the Company indemnifies the Indemnitee to the fullest extent permitted by law. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b)The DGCL, the Charter and the Bylaws permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee against any liability asserted against him or her or incurred by or on behalf of him or her or in such capacity as a director, officer, employee or agent of the Company, or arising out of his or her status as such, whether or not the Company would have the power to indemnify him or her against such liability under the provisions of this Agreement or under the DGCL, as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement.

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(c)To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managers, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, trustee, partner, managers, managing member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter use commercially reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

(d)In the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. No such payment by the Company shall be deemed to relieve any insurer of its obligations.

(e)The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary, but subject to Section 27, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage rights against any person or entity other than the Company.

(f)Notwithstanding anything contained herein, the Company is the primary indemnitor, and any indemnification or advancement obligation of the Sponsor or its affiliates or members or any other Person is secondary.

17.DURATION OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of his or her Corporate Status, whether or not he or she is acting in any such capacity at the time any liability or expense is incurred for which indemnification or advancement can be provided under this Agreement.

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18.SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:

(a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

19.ENFORCEMENT AND BINDING EFFECT.

(a)The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company.

(b)Without limiting any of the rights of Indemnitee under the Charter or Bylaws of the Company as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

(c)The indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.

(d) The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

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(e)The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may, to the fullest extent permitted by law, enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he or she may be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by law, be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court of competent jurisdiction, and the Company hereby waives any such requirement of such a bond or undertaking to the fullest extent permitted by law.

20.MODIFICATION AND WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.

21.NOTICES. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) if mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:

(a)If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company.

(b)If to the Company, to:

Thunder Power Holdings, Inc.

48 Bridge Street, Building A

Metuchen, NJ 08840

Attention: Wellen Sham

With a copy, which shall not constitute notice, to:

Brown Rudnick LLP

601 Thirteenth Street NW

Washington, DC 20005

Attn: Andrew J. Sherman

or to any other address as may have been furnished to Indemnitee in writing by the Company.

22.APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial. To the fullest extent permitted by law, the parties hereby agree that the mailing of process and other papers in connection with any such action or proceeding in the manner provided by Section 21 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

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23.IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

24.MISCELLANEOUS. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

25. PERIOD OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.

26.ADDITIONAL ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.

27. MAINTENANCE OF INSURANCE. The Company shall use commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the officers/directors of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement. The Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director or officer under such policy or policies. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Indemnification Agreement to be signed as of the day and year first above written.

THUNDER POWER HOLDINGS, INC.
By:
Name:	Wellen Sham
Title:	Chief Executive Officer

INDEMNITEE

By:

Name:

Address:

[Signature page to Indemnification Agreement]

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EX-10.6

Exhibit 10.6

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Principal Amount: up to US$300,000

Dated: June 21, 2024

FOR VALUE RECEIVED, Feutune Light Acquisition Corporation, if prior to the Closing Date (as such term is defined in the Merger Agreement (as defined below)), or the Surviving Corporation (as such term is defined in the Merger Agreement), if after the Closing Date (the “Maker” or the “Company”) promises to pay to the order of Wellen Sham (the “Payee”), the outstanding principal balance (the “Outstanding Principal Balance”) up to Three Hundred Thousand US Dollars (US$300,000), on the terms and conditions described below. All payments on this Note shall be made by wire transfer of immediately available funds to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this note (the “Note”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the certain Agreement and Plan of Merger dated October 26, 2023, as amended by that certain Amendment to Agreement and Plan of Merger dated March 19, 2024, by and among the Maker, the Payee and Feutune Light Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Maker (as amended, the “Merger Agreement”).

1. Principal. The Principal Balance of this Note shall be payable by the Maker to the Payee upon the earlier of (such date, the “Maturity Date”): (a) 90 days after the date on which the Maker consummates a business combination or merger with a qualified target company (as described in its Prospectus (as defined below) ) (a “Business Combination”) , and (b) the date of the liquidation of the Maker. The principal balance may be prepaid at any time prior to the Maturity Date without penalty. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

2. Conversion Rights. The Payee has the right, but not the obligation, to convert this Note, in whole or in part, into private units (the “Units”) of the Maker, each consisting of one share of Class A common stock, one warrant and one right to receive one-tenth (1/10) of one share of Class A common stock of the Maker, that are identical to the public units of the Maker, as described in the Prospectus of the Maker (File Number 333-264221) (the “Prospectus”), by providing the Maker with written notice of its intention to convert this Note at least two business days prior to the closing of the Business Combination. The number of Units to be received by the Payee in connection with such conversion shall be an amount determined by dividing (x) the sum of the Outstanding Principal Balance payable to such Payee by (y) $10.00.

a. Fractional Units. No fractional Units will be issued upon conversion of this Note. In lieu of any fractional Shares to which Payee would otherwise be entitled, the Maker will pay to Payee in cash the amount of the unconverted Outstanding Principal Balance of this Note that would otherwise be converted into such fractional Unit.

b. Effect of Conversion. If the Maker timely receives notice of the Payee’s intention to convert this Note at least two business days prior to the closing of the Business Combination, this Note shall be deemed to be converted on such closing date. At its expense, the Maker will, upon receipt of such conversion notice, as soon as practicable after consummation of the Business Combination, issue and deliver to Payee, at Payee’s address as requested by Payee in its conversion notice, a certificate or certificates for the number of Units to which Payee is entitled upon such conversion (bearing such legends as are customary pursuant to applicable state and federal securities laws), including a check payable to Payee for any cash amounts payable as a result of any fractional Units as described herein.

3. Interest. This Note bears interest at a rate per annum equal to 10.00% of the Outstanding Principle Balance, from the date hereof until the Outstanding Principle Balance is paid in full.

4. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including but not limited to reasonable attorney’s and auditor’s fees and expenses, then to the payment in full of any late charges, and finally to the reduction of the Outstanding Principal Balance of this Note.

5. Events of Default. The following shall constitute an event of default (each, an “Event of Default”):

a. Failure to Make Required Payments. Failure by the Maker to pay the Outstanding Principal Balance due pursuant to this Note more than 5 business days after the Maturity Date.

b. Voluntary Bankruptcy, etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate action by the Maker in furtherance of any of the foregoing.

c. Involuntary Bankruptcy, etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

d. Breach of Other Obligations. The Maker fails to perform or comply with any one or more of its obligations under this Note including the application of the proceeds of the Note to fund any other activities of the Maker other than the monthly extension payments.

e. Cross Default. Any present or future indebtedness of the Maker in respect of moneys borrowed or raised becomes (or becomes capable of being declared) due and payable prior to its stated maturity by reason of any event of default, or any such indebtedness is not paid when due or, as the case may be, within any applicable grace period.

f. Enforcement Proceedings. A distress, attachment, execution or other legal process is levied or enforced on or against any assets of the Maker which is not discharged or stayed within 30 days.

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

6. Remedies.

a. Upon the occurrence of an Event of Default specified in Section 7(a) and 7(d) hereof, the Payee may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the Outstanding Principal Balance of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein or in the documents evidencing the same to the contrary.

b. Upon the occurrence of an Event of Default specified in Sections 7(b), 7(c), 7(e), 7(f) and 7(g) hereof, the Outstanding Principal Balance of this Note, and all other sums payable with regard to this Note hereunder, shall automatically and immediately become due and payable, in all cases without any action on the part of the Payee.

7. Taxes. The Maker will pay all amounts due hereunder free and clear of and without reduction for any taxes, levies, imposts, deductions, withholding or charges imposed or levied by any governmental authority or any political subdivision or taxing authority thereof with respect thereto (“Taxes”). The Maker will pay on behalf of the Payee all such Taxes so imposed or levied and any additional amounts as may be necessary so that the net payment of principal and any interest on this Note received by the Payee after payment of all such Taxes shall be not less than the full amount provided hereunder.

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8. Waivers. The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee.

9. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder. For the purpose of this Note, “business day” shall mean a day (other than a Saturday, Sunday or public holiday) on which banks are open in New York City, New York, the British Virgin Islands, Hong Kong or Taiwan for general banking business.

10. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service to the address most recently provided in writing to such party or such other address as may be designated in writing by such party, (ii) by fax to the number most recently provided to such party or such other fax number as may be designated in writing by such party, or (iii) by email, to the email address most recently provided to such party or such other email address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on (a) the day of delivery, if delivered personally, (b) only if the receipt is acknowledged, the day after such receipt, if sent by fax or email, (c) the business day after delivery to an overnight courier service, if sent by an overnight courier service, or (d) 5 days after mailing if sent by first class registered or certified mail.

11. Construction. This Note shall be construed and enforced in accordance with the laws of New York, without regard to conflict of law provisions thereof.

12. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any amounts contained in the trust account deriving from the proceeds of the IPO conducted by the Maker, as described in greater detail in the Prospectus filed with the Securities and Exchange Commission in connection with the IPO (the “Trust Account Funds”) set aside for the benefit of the public shareholders of the Maker and the underwriters of the IPO pursuant to the Investment Management Trust Agreement (as defined in the Prospectus), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim from such sums in the Trust Account Funds. If Maker does not consummate the Business Combination, this Note shall be repaid from amounts remaining in the Trust Account Funds after the payment of the public shareholders and the underwriters of the IPO, if any, and from the proceeds of the sale of securities in a private placement if any as described in greater detail in Section 7.5 of the Merger Agreement. If Maker consummates any business combination with any target company, this Note shall be repaid from the proceeds of such business combination in the form determined by the Payee in its sole discretion.

13. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.

14. Assignment. This Note shall be binding upon the Maker and its successors and assignees and is for the benefit of the Payee and its successors and assignees, except that the Maker may not assign or otherwise transfer its rights or obligations under this Note. The Payee may at any time without the consent of or notice to the Maker assign to one or more entities all or a portion of its rights under this Note.

[signature page follows]

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The Parties, intending to be legally bound hereby, have caused this Note to be duly executed by the undersigned as of the day and year first above written.

MAKER:
Feutune Light Acquisition Corporation
By:	/s/ Yuanmei Ma
Name:	Yuanmei Ma
Title:	CFO

PAYEE:

Wellen Sham

By: /s/ Wellen Sham

[signature page to the promissory note]

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EX-10.7

Exhibit 10.7

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Principal Amount: US$70,000

Dated: June 21, 2024

New York, New York

FOR VALUE RECEIVED, Feutune Light Acquisition Corporation (the “Maker” or the “Company”) promises to pay to the order of Sam Yu, a member of Feutune Light Sponsor LLC, or his assignees or successors in interest (the “Payee”), the principal sum of up to US$ SENVENTY THOUSAND (US$70,000), on the terms and conditions described below. All payments on this Note shall be made by wire transfer of immediately available funds to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this note (the “Note”).

1. Principal. The principal balance of this Note shall be payable by the Maker to the Payee upon the earlier of (such date, the “Maturity Date”): (a) 30 days after the date on which the Maker consummates a business combination or merger with a qualified target company (as described in its Prospectus (as defined below)) (a “Business Combination”), and (b) the date of the liquidation of the Maker. The principal balance may be prepaid at any time prior to the Maturity Date without penalty. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

2. Conversion Rights. The Payee has the right, but not the obligation, to convert this Note, in whole or in part, into private units (the “Units”) of the Maker, each consisting of one share of Class A common stock, one warrant and one right to receive one-tenth (1/10) of one share of Class A common stock of the Maker, that are identical to the public units of the Maker, as described in the Prospectus of the Maker (File Number 333-264221) (the “Prospectus”), by providing the Maker with written notice of its intention to convert this Note at least two business days prior to the closing of the Business Combination. The number of Units to be received by the Payee in connection with such conversion shall be an amount determined by dividing (x) the sum of the Outstanding Principal Balance payable to such Payee by (y) $10.00.

(a) Fractional Units. No fractional Units will be issued upon conversion of this Note. In lieu of any fractional Units to which Payee would otherwise be entitled, the Maker will pay to Payee in cash the amount of the unconverted principal balance of this Note that would otherwise be converted into such fractional Units.

(b) Effect of Conversion. If the Maker timely receives notice of the Payee’s intention to convert this Note at least two business days prior to the closing of a Business Combination, this Note shall be deemed to be converted on such closing date. At its expense, the Maker will, upon receipt of such conversion notice, as soon as practicable after consummation of a Business Combination, issue and deliver to Payee, at Payee’s address as requested by Payee in its conversion notice, a certificate or certificates for the number of Units to which Payee is entitled upon such conversion (bearing such legends as are customary pursuant to applicable state and federal securities laws), including a check payable to Payee for any cash amounts payable as a result of any fractional Units as described herein.

3. Interest. This Note does not carry any interest on the unpaid principal balance of this Note, provided, that, any overdue amounts shall accrue default interest at a rate per annum equal to the interest rate which is the prevailing short term United States Treasury Bill rate, from the Maturity Date until the day on which all sums due are received by the Payee.

4. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including but not limited to reasonable attorney’s and auditor’s fees and expenses, then to the payment in full of any late charges, and finally to the reduction of the unpaid principal balance of this Note.

5. Events of Default. The following shall constitute an event of default (each, an “Event of Default”):

(a) Failure to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Note more than 5 business days of the Maturity Date.

(b) Voluntary Bankruptcy, etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate action by the Maker in furtherance of any of the foregoing.

(c) Involuntary Bankruptcy, etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

(d) Breach of Other Obligations. The Maker fails to perform or comply with any one or more of its obligations under this Note.

(e) Cross Default. Any present or future indebtedness of the Maker in respect of moneys borrowed or raised becomes (or becomes capable of being declared) due and payable prior to its stated maturity by reason of any event of default, or any such indebtedness is not paid when due or, as the case may be, within any applicable grace period.

(f) Enforcement Proceedings. A distress, attachment, execution or other legal process is levied or enforced on or against any assets of the Maker which is not discharged or stayed within 30 days.

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

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6. Remedies.

(a) Upon the occurrence of an Event of Default specified in Section 5(a) and 5(d) hereof, the Payee may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein or in the documents evidencing the same to the contrary.

(b) Upon the occurrence of an Event of Default specified in Sections 5(b), 5(c), 5(e), 5(f) and 5(g) hereof, the unpaid principal balance of this Note, and all other sums payable with regard to this Note hereunder, shall automatically and immediately become due and payable, in all cases without any action on the part of the Payee.

7. Taxes. The Maker will pay all amounts due hereunder free and clear of and without reduction for any taxes, levies, imposts, deductions, withholding or charges imposed or levied by any governmental authority or any political subdivision or taxing authority thereof with respect thereto (“Taxes”). The Maker will pay on behalf of the Payee all such Taxes so imposed or levied and any additional amounts as may be necessary so that the net payment of principal and any interest on this Note received by the Payee after payment of all such Taxes shall be not less than the full amount provided hereunder.

8. Waivers. The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee.

9. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder. For the purpose of this Note, “business day” shall mean a day (other than a Saturday, Sunday or public holiday) on which banks are open in China and New York for general banking business.

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10. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service to the address most recently provided in writing to such party or such other address as may be designated in writing by such party, (ii) by fax to the number most recently provided to such party or such other fax number as may be designated in writing by such party, or (iii) by email, to the email address most recently provided to such party or such other email address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on (a) the day of delivery, if delivered personally, (b) only if the receipt is acknowledged, the day after such receipt, if sent by fax or email, (c) the business day after delivery to an overnight courier service, if sent by an overnight courier service, or (d) 5 days after mailing if sent by first class registered or certified mail.

11. Construction. This Note shall be construed and enforced in accordance with the laws of New York, without regard to conflict of law provisions thereof.

12. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any amounts contained in the trust account deriving from the proceeds of the IPO conducted by the Maker and the proceeds of the sale of securities in a private placement (if any) prior to the effectiveness of the IPO, as described in greater detail in the Prospectus filed with the Securities and Exchange Commission in connection with the IPO (the “Trust Account Funds”), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim from the Trust Account Funds or any distribution therefrom for any reason whatsoever. If Maker does not consummate the Business Combination, this Note shall be repaid only from amounts other than Trust Account Funds, if any.

13. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.

14. Assignment. This Note shall be binding upon the Maker and its successors and assigns and is for the benefit of the Payee and its successors and assigns, except that the Maker may not assign or otherwise transfer its rights or obligations under this Note. The Payee may at any time without the consent of or notice to the Maker assign to one or more entities all or a portion of its rights under this Note.

[signature page follows]

4

The Parties, intending to be legally bound hereby, have caused this Note to be duly executed by the undersigned as of the day and year first above written.

MAKER:

Feutune Light Acquisition Corporation

By:	/s/ Yuanmei Ma
Name:	Yuanmei Ma
Title:	CFO

PAYEE:

Sam Yu

By: /s/ Sam Yu

[signature page to the promissory note]

5

EX-10.8

Exhibit 10.8

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Principal Amount: US$70,000

Dated: June 21, 2024

New York, New York

FOR VALUE RECEIVED, Feutune Light Acquisition Corporation (the “Maker” or the “Company”) promises to pay to the order of Sau Fong Yeung, a member of Feutune Light Sponsor LLC, or his assignees or successors in interest (the “Payee”), the principal sum of up to US$ SENVENTY THOUSAND (US$70,000), on the terms and conditions described below. All payments on this Note shall be made by wire transfer of immediately available funds to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this note (the “Note”).

1. Principal. The principal balance of this Note shall be payable by the Maker to the Payee upon the earlier of (such date, the “Maturity Date”): (a) 30 days after the date on which the Maker consummates a business combination or merger with a qualified target company (as described in its Prospectus (as defined below)) (a “Business Combination”), and (b) the date of the liquidation of the Maker. The principal balance may be prepaid at any time prior to the Maturity Date without penalty. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

2. Conversion Rights. The Payee has the right, but not the obligation, to convert this Note, in whole or in part, into private units (the “Units”) of the Maker, each consisting of one share of Class A common stock, one warrant and one right to receive one-tenth (1/10) of one share of Class A common stock of the Maker, that are identical to the public units of the Maker, as described in the Prospectus of the Maker (File Number 333-264221) (the “Prospectus”), by providing the Maker with written notice of its intention to convert this Note at least two business days prior to the closing of the Business Combination. The number of Units to be received by the Payee in connection with such conversion shall be an amount determined by dividing (x) the sum of the Outstanding Principal Balance payable to such Payee by (y) $10.00.

(a) Fractional Units. No fractional Units will be issued upon conversion of this Note. In lieu of any fractional Units to which Payee would otherwise be entitled, the Maker will pay to Payee in cash the amount of the unconverted principal balance of this Note that would otherwise be converted into such fractional Units.

(b) Effect of Conversion. If the Maker timely receives notice of the Payee’s intention to convert this Note at least two business days prior to the closing of a Business Combination, this Note shall be deemed to be converted on such closing date. At its expense, the Maker will, upon receipt of such conversion notice, as soon as practicable after consummation of a Business Combination, issue and deliver to Payee, at Payee’s address as requested by Payee in its conversion notice, a certificate or certificates for the number of Units to which Payee is entitled upon such conversion (bearing such legends as are customary pursuant to applicable state and federal securities laws), including a check payable to Payee for any cash amounts payable as a result of any fractional Units as described herein.

3. Interest. This Note does not carry any interest on the unpaid principal balance of this Note, provided, that, any overdue amounts shall accrue default interest at a rate per annum equal to the interest rate which is the prevailing short term United States Treasury Bill rate, from the Maturity Date until the day on which all sums due are received by the Payee.

4. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including but not limited to reasonable attorney’s and auditor’s fees and expenses, then to the payment in full of any late charges, and finally to the reduction of the unpaid principal balance of this Note.

5. Events of Default. The following shall constitute an event of default (each, an “Event of Default”):

(a) Failure to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Note more than 5 business days of the Maturity Date.

(b) Voluntary Bankruptcy, etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate action by the Maker in furtherance of any of the foregoing.

(c) Involuntary Bankruptcy, etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

(d) Breach of Other Obligations. The Maker fails to perform or comply with any one or more of its obligations under this Note.

(e) Cross Default. Any present or future indebtedness of the Maker in respect of moneys borrowed or raised becomes (or becomes capable of being declared) due and payable prior to its stated maturity by reason of any event of default, or any such indebtedness is not paid when due or, as the case may be, within any applicable grace period.

(f) Enforcement Proceedings. A distress, attachment, execution or other legal process is levied or enforced on or against any assets of the Maker which is not discharged or stayed within 30 days.

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

2

6. Remedies.

(a) Upon the occurrence of an Event of Default specified in Section 5(a) and 5(d) hereof, the Payee may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein or in the documents evidencing the same to the contrary.

(b) Upon the occurrence of an Event of Default specified in Sections 5(b), 5(c), 5(e), 5(f) and 5(g) hereof, the unpaid principal balance of this Note, and all other sums payable with regard to this Note hereunder, shall automatically and immediately become due and payable, in all cases without any action on the part of the Payee.

7. Taxes. The Maker will pay all amounts due hereunder free and clear of and without reduction for any taxes, levies, imposts, deductions, withholding or charges imposed or levied by any governmental authority or any political subdivision or taxing authority thereof with respect thereto (“Taxes”). The Maker will pay on behalf of the Payee all such Taxes so imposed or levied and any additional amounts as may be necessary so that the net payment of principal and any interest on this Note received by the Payee after payment of all such Taxes shall be not less than the full amount provided hereunder.

8. Waivers. The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee.

9. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder. For the purpose of this Note, “business day” shall mean a day (other than a Saturday, Sunday or public holiday) on which banks are open in China and New York for general banking business.

3

10. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service to the address most recently provided in writing to such party or such other address as may be designated in writing by such party, (ii) by fax to the number most recently provided to such party or such other fax number as may be designated in writing by such party, or (iii) by email, to the email address most recently provided to such party or such other email address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on (a) the day of delivery, if delivered personally, (b) only if the receipt is acknowledged, the day after such receipt, if sent by fax or email, (c) the business day after delivery to an overnight courier service, if sent by an overnight courier service, or (d) 5 days after mailing if sent by first class registered or certified mail.

11. Construction. This Note shall be construed and enforced in accordance with the laws of New York, without regard to conflict of law provisions thereof.

12. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any amounts contained in the trust account deriving from the proceeds of the IPO conducted by the Maker and the proceeds of the sale of securities in a private placement (if any) prior to the effectiveness of the IPO, as described in greater detail in the Prospectus filed with the Securities and Exchange Commission in connection with the IPO (the “Trust Account Funds”), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim from the Trust Account Funds or any distribution therefrom for any reason whatsoever. If Maker does not consummate the Business Combination, this Note shall be repaid only from amounts other than Trust Account Funds, if any.

13. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.

14. Assignment. This Note shall be binding upon the Maker and its successors and assigns and is for the benefit of the Payee and its successors and assigns, except that the Maker may not assign or otherwise transfer its rights or obligations under this Note. The Payee may at any time without the consent of or notice to the Maker assign to one or more entities all or a portion of its rights under this Note.

[signature page follows]

4

The Parties, intending to be legally bound hereby, have caused this Note to be duly executed by the undersigned as of the day and year first above written.

MAKER:

Feutune Light Acquisition Corporation

By:	/s/ Yuanmei Ma
Name:	Yuanmei Ma
Title:	CFO

PAYEE:

Sau Fong Yeung

By: /s/ Sau Fong Yeung

[signature page to the promissory note]

5

EX-10.9

Exhibit 10.9

Feutune Light Acquisition Corporation

221 W 9th St #848

Wilmington, Delaware 19801

June 21, 2024

Feutune Light Sponsor LLC

221 W 9th St #848

Wilmington, Delaware 19801

Sau Fong Yeung, Member and Manager

I/C/O Feutune Light Sponsor LLC

221 W 9th St #848

Wilmington, Delaware 19801

Sam Yu, Member

I/C/O Feutune Light Sponsor LLC

221 W 9th St #848

Wilmington, Delaware 19801

Verakin JX (U.S.) Inc.

I/C/O Feutune Light Sponsor LLC

221 W 9th St #848

Wilmington, Delaware 19801

Re: Letter Agreement re Settlement of All Outstanding Notes and Waiver of Claims

Ladies and Gentlemen:

WHEREAS, on June 14, 2022, the registration statement on Form S-1 (the “Registration Statement” (File No. 333-264221) relating to the initial public offering (the “IPO”) of Feutune Light Acquisition Corporation., a Delaware corporation (the “Company”) was declared effective by the Securities and Exchange Commission;

WHEREAS, pursuant to the Registration Statement, Feutune Light Sponsor LLC, the sponsor of the Company (the “Sponsor”), and its designees or affiliates, may but were not required to provide working capital loans (the “Working Capital Loans”) to the Company, up to $3,000,000 of which may be converted into working capital units (the “Working Capital Units”), at the price of $10.00 per unit at the option of the lender, upon the consummation of the initial business combination of the Company, and such Working Capital Units would be identical to the private units sold in the private placement consummated simultaneously with the IPO;

WHEREAS, as of the date hereof, the Sponsor and certain of its members (the “Members”) have provided a total of $2,636,000 in Working Capital Loans, in such amounts and on such dates as set forth in Schedule A hereto, with some of such Working Capital Loans evidenced by promissory notes (the “Notes”) with substantially the same term, as set forth in Schedule A hereto;

WHEREAS, the Company has entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with Thunder Power Holding Limited, a British Virgin Islands company, and Feutune Light Merger Sub Inc., a Delaware corporation and subsidiary of the Company, dated on October 26, 2023, and is expected to consummate all the transactions provided in the Merger Agreement on June 21, 2024, including, but not limited to, the following: (i) the surviving company changing its name to “Thunder Power Holdings, Inc.” (“PubCo”); (iii) splitting all issued and outstanding private units of the Company into their individual components; (iv) converting all shares of Class A common stock of the Company that form the private units into the same number of shares of common stock of PubCo; (v) converting all warrants of the Company that form the private units of the Company into the same number of warrants of PubCo that may be exercised for shares of common stock of PubCo, as provided in that certain amended and restated warrant agreement, dated June 21, 2024, between the Company and Continental Stock Transfer & Trust Company; and (vi) converting every ten rights of the Company into one share of common stock of PubCo.

WHEREAS, pursuant to the Registration Statement, the certificate of incorporation of the Company, effective as of the date hereof, and the terms of the Notes, in satisfaction of the all the outstanding obligations of the parties and in consideration of the terms of the Notes and all of the outstanding balance of the Working Capital Loans, the Sponsor and all of its Members agree to settle and convert all of the outstanding balance of the Working Capital Loans into Working Capital Units of the Company, which in turn, pursuant to the Registration Statement and the Merger Agreement, shall be converted into 289,960 shares of common stock of PubCo and 263,600 warrants of PubCo.

NOW THERFORE, in consideration of the foregoing, the mutual promises, covenants, and undertakings contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sponsor, each of its Members (together with the Sponsor, the “Holders”), and the Company (each a “Party” and collectively, the “Parties”), intending to be legally bound, hereby agree as follows:

1. Amendment to the Notes. The Company proposes, and the Holders agree and acknowledge, that:

a. Notwithstanding anything to the contrary set forth in any part of the Notes, in the case the Closing (as defined in the Merger Agreement), as a full and complete settlement of all Notes, all outstanding balances of the Working Capital Loans, and all obligations arising from such Notes or Working Capital Loans, and in consideration for the fulfillment of the covenants and promises set forth herein, the Company shall issue, or cause PubCo, to issue to the Holders, such numbers of shares of common stock of PubCo (the “Shares”) and warrants of PubCo (together with the Shares, the “Private Securities”) as set forth in Schedule B hereof;

b. In the case the Closing occurs on June 21, 2024, upon the issuance to the Holders of the Private Securities, all Note obligations and all obligations under the Working Capital Loans shall be deemed fully satisfied and paid in full and discharged and the Notes shall terminate immediately thereon;

c. Any provision as provided above in this Section 1 of this Agreement shall be deemed an “amendment” or “waiver” to each of the Notes and the Working Capital Loans;

2. Release. Each Holder, for himself, herself or itself and on behalf of his, her or its Affiliates, and any of their respective officers, directors, employees, agents, representatives, successors, members, managers, partners and permitted assigns (each a “Waiving Party”), acknowledges and agrees that, in the case that the Closing, occurs on June 21, 2024, effective at the Closing, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action he, she or it may have as of the date hereof against the Company and any subsidiaries, affiliates, or any subsidiary or affiliate’s respective officers, directors, employees, agents, representatives, successors and permitted assigns (the “Released Parties”) relating to or arising from the Notes and Working Capital Loans, any ancillary agreement, certificate or other document entered into, made, delivered, or made available in connection therewith, or as a result of any of the transactions contemplated thereby, whether arising under, or based upon, any applicable federal, state, local or foreign statute, law, ordinance, rule or regulation or otherwise (including any right, whether arising at law or in equity, to seek indemnification, contribution, cost recovery, damages or any other recourse or remedy, including as may arise under common law) are hereby irrevocably waived by the Waiving Parties.

3. Lock-Up and Trading Restrictions. Each of the Holders understands and agrees that the Private Securities issued hereof are not registered under the Securities Act of 1933, as amended (the “Securities Act”), will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, may be offered, resold, pledged or otherwise transferred only pursuant to registration under the Securities Act, or an available exemption from registration, and.shall be subject to the transfer restrictions and lock-up agreement as set forth in a certain Private Unit Subscription Agreement, dated June 15, 2022, by and between the Registrant and the Sponsor, and a certain lock-up agreement, dated June 21, 2024, by and among the Company, the Sponsor, and certain other security holders of PubCo.

4. Governing Law. This Agreement will be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule.

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5. Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject hereof, and may not be amended without the written consent of both parties.

6. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provisions will be excluded from this Agreement and the remaining provisions of this Agreement will be interpreted as if such provisions were so excluded.

7. Counterparts. This Agreement may be signed by the parties in one or more counterparts which together shall constitute one and the same agreement among the parties.

8. Waiver of Jury Trial. EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER REPRESENTS AND WARRANTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be signed in its name by an authorized officer as of the date first set forth above.

FEUTUNE LIGHT ACQUISITION CORPORATION
/s/ Yuanmei Ma
Name:	Yuanmei Ma
Title:	Chief Financial Officer

4

Acknowledged and Accepted:
SPONSOR:
By:	/s/ Sau Fong Yeung
Name:	Sau Fong Yeung
Title:	Manager
SAU FONG YEUNG
By:	/s/ Sau Fong Yeung
SAM YU
By:	/s/ Sam Yu
VERAKIN JX (U.S.) Inc.
By:	/s/ Xianhong Wu
Name:	Xianhong Wu
Title:

5

Schedule A

Holder	Date of Note Issuance or Loan Provision	Outstanding Amount
Sponsor	3/20/2023 (note)	$977,500
	6/20/2023 (note)	$100,000
	8/20/2023 (note)	$100,000
	9/20/2023 (note)	$100,000
	9/8/2023	$25,000
	9/11/2023	$25,000
	9/13/2023	$25,000
	9/15/2023	$120,000
	9/21/2023	$100,000
	10/17/2023	$25,000
	10/20/2023	$15,000
	10/26/2023	$5,000
	10/30/2023	$25,000
	11/1/2023	$25,000
	11/3/2023	$25,000
	11/10/2023	$25,000
	11/14/2023	$25,000
	11/15/2023	$10,000
	12/1/2023	$10,000
	12/5/2023	$25,000
	12/11/2023	$25,000
	12/22/2023	$25,000
	12/26/2023	$25,000
	1/2/2024	$25,000
	1/2/2024	$25,000
	1/3/2024	$25,000
	1/11/2024	$25,000
	1/12/2024	$20,000
	1/23/2024	$25,000
	1/25/2024	$25,000
	2/16/2024	$25,000
	2/20/2024	$25,000
	2/29/2024	$25,000
	3/11/2024	$20,000
	3/21/2024	$25,000
	3/25/2024	$25,000
	3/25/2024	$25,000
	4/10/2024	$25,000
	4/11/2024	$20,500
	4/15/2024	$25,000
	4/18/2024	$18,000
	4/22/2024	$25,000
	4/24/2024	$10,000
	5/6/2024	$25,000
	5/8/2024	$11,000
	5/13/2024	$25,000
	5/15/2024	$25,000
	5/16/2024	$25,000
	5/20/2024	$8,000
	5/22/2024	$25,000
	5/31/2024	$25,000
	6/3/2024	$25,000
	6/10/2024	$25,000
	6/11/2024	$10,000
	6/12/2024	$15,000
	6/17/2024	$25,000
	6/18/2024	$25,000
	6/20/2024	$16,000

6

Schedule B

The Private Securities shall be issued under the account of the Sponsor first, and shall be distributed to the Holders pursuant to Sponsor’s operating agreement.

7

EX-99.1

Exhibit 99.1

Thunder Power Holdings, Inc. Announces Consummation of Business Combination and Commencement of Trading on Nasdaq

● Feutune Light Acquisition Corporation and Thunder Power Holdings Limited closed their previously announced business combination on June 21, 2024.

● The combined entity, Thunder Power Holdings, Inc., is expected to commence trading its common stock on Nasdaq Global Market on Monday, June 24, 2024 under the ticker symbol “AIEV”.

Wilmington, Delaware, June 21, 2024 (GLOBE NEWSWIRE) -- Thunder Power Holdings, Inc. (Nasdaq: AIEV), a developer of premium passenger EVs positioned to earn market share based on competitive design, quality, comfort, range, and price, today announced the successful closing of the business combination (the “Business Combination”) between Thunder Power Holdings Limited (“TPHL”) and Feutune Light Acquisition Corporation (“FLFV”), a publicly traded special purpose acquisition company. The Business Combination was approved at a special meeting of FLFV stockholders on June 17, 2024. Upon consummation of the Business Combination, the combined company changed its name to “Thunder Power Holdings, Inc.” (“Thunder Power Holdings”).  The shares of common stock of Thunder Power Holdings are expected to commence trading on the Nasdaq Global Market on June 24, 2024, under the new ticker symbol “AIEV.”

“This closing represents the successful culmination of a tremendous amount of hard work by both Feutune Light and Thunder Power”,  said FLFV’s Chairwoman Lei Xu. “We feel fortunate to have helped bring such an innovative vehicle manufacturer to market through our acquisition corporation, and now look forward to working together with Thunder Power’s expert management team as they bring their stand-out electric vehicles across global markets.” 

Wellen Sham, the founder of TPHL commented, “We are delighted by our closing and impending listing on Nasdaq.  Our new access to the capital markets will enable the next phase of our vehicle development.  Our vehicles, with their innovative design, advanced technology and AI integration, are coming at the perfect time in our focused markets such as Taiwan.”

Advisors

Brown Rudnick LLP served as U.S. legal counsel to TPHL. Robinson & Cole LLP served as U.S. legal counsel to FLFV. ARC Group Limited acted as sole financial advisor to TPHL. EF Hutton served as capital market advisors to FLFV.  US Tiger Securities acted as business combination advisors to FLFV.

About Thunder Power

Thunder Power offers premium passenger electric vehicles (EVs), positioned to earn market share based on competitive design, quality, comfort, range, and price. The combined company intends to showcase the potential of its proprietary technologies through the manufacture and sale of premium passenger EVs, with distribution anticipated throughout the U.S., Europe, and Asia.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”), including statements regarding Thunder Power Holdings’ management team’s expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding the future, including possible business combinations, revenue growth and financial performance, product expansion and services. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Additionally, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this press release are based on the current expectations and beliefs made by the management of Thunder Power Holdings, in light of their respective experience and their perception of historical trends, current conditions and expected future developments and their potential effect on Thunder Power Holdings, as well as other factors they believe are appropriate under the circumstances. There can be no assurance that future developments affecting Thunder Power Holdings will be those that it has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including regulatory oversight, product and service acceptance, and that Thunder Power Holdings will have sufficient capital to operate as anticipated. Should one or more of these risks of uncertainties materialize, or should any of the assumptions of Thunder Power Holdings prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Additional factors that could cause actual results to differ are discussed under the heading “Risk Factors” and in other sections of the filings of Thunder Power Holdings (and its predecessor, FLFV) with the SEC, and in the current and periodic reports filed or furnished by Thunder Power Holdings (and its predecessor, FLFV) from time to time with the SEC. All forward-looking statements in this press release are made as of the date hereof, based on the information available to Thunder Power Holdings and FLFV as of the date hereof, and Thunder Power Holdings and FLFV assume no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as may otherwise be required under applicable securities laws.

Contact:

Thunder Power Holdings, Inc.

221 W 9th St #848

Wilmington, Delaware 19801