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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

 

August 11, 2021

Date of Report (Date of earliest event reported)

 

ALBERTON ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

 

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

 

Room 1001, 10/F, Capital Center

151 Gloucester Road

Wanchai, Hong Kong

  N/A
(Address of principal executive offices)   (Zip Code)

 

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

 

N/A

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

 

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

 

Written communications pursuant to Rule 425 under the Securities Act

 

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

 

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

 

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

 

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

 

Emerging growth company

 

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

  

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

 

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

 

 

 

 

ADDITIONAL INFORMATION

  

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

 

PARTICIPANTS IN THE SOLICITATION

 

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

 

DISCLAIMER

 

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

  

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FORWARD LOOKING STATEMENTS

 

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

 

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

 

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

 

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Item 1.01 Entry into a Material Definitive Agreement.

 

Third Amendment to Merger Agreement

 

On August 11, 2021, Alberton Acquisition Corporation, a British Virgin Islands corporation (“Alberton”), Alberton, Alberton Merger Subsidiary Inc., a Nevada corporation and a wholly-owned subsidiary of Alberton (“Merger Sub”), and SolarMax Technology, Inc., a Nevada corporation (“SolarMax”) entered into a third amendment (the “Third Amendment”), to the agreement and plan of merger, dated as of October 27, 2020 (as amended, the “Merger Agreement”).

 

Pursuant to the Third Amendment:

  

The number of Alberton ordinary shares to be issued to the SolarMax shareholders was changed to provide that the number of shares is determined by dividing $300,000,000 by $10.50 rather than by the Redemption Price.

 

SolarMax, which had already made Extension Loans totaling $697,453.32, agreed to make up to three additional Extension Loans each in the amount of $76,704.66, for a total of a maximum of $927,567.30, as compared with a maximum of $360,000 in the initial Merger Agreement, and SolarMax agreed to the cancelation of all of the Extension Loans at the Closing. The Extension Loans are loans made by SolarMax to Alberton to provide Alberton with funds to make payments required to be made by Alberton to the trust which were required in connection with each extension of the last day on which SolarMax must complete a business combination.

 

The requirement that Alberton satisfies its obligation with respect to the deferred underwriting compensation of $4,030,797 due to Chardan Capital Markets, LLC, the underwriter of Alberton’s initial public offering, through the delivery of Sponsor Shares was eliminated, and the deferred underwriting compensation is to be paid in cash.

 

The requirement that the notes outstanding at September 3, 2020 be settled through the delivery of Sponsor Shares was replaced by the agreement that such notes, as well as an additional $273,640 of loans advanced by the Sponsor, be settled by (i) the issuance by Alberton of ordinary shares valued at the Conversion Loan Valuation Price, which is ten (10) times the average trading price of the Alberton Rights during a period of twenty-five (25) trading days ending on the second trading day prior to mailing of the final Proxy Statement to Alberton’s shareholders in connection with the Special Meeting, in payment of 50% of the loans and, pursuant to an agreement with the noteholders, agreeing to register those shares and (ii) cash payment of the other 50%.  The total principal amount of these notes is $3,102,440, of which notes in the principal amount of $1,353,640 are payable to the Sponsor. Pursuant to agreements with the noteholders, Alberton agreed to register the ordinary shares issued to the noteholders. In the event that the registration statement covering the shares issued upon conversion of 50% of the principal amount of such notes (the “Conversion Shares”) has not been declared effective by the SEC within 15 business days after the Closing (other than as a result of the failure of noteholder to provide required information), the Conversion Shares shall be automatically forfeited with no action to be taken by the Alberton or the noteholder and Alberton shall, within ten business days of such forfeiture, pay the 50% of the note with respect to which the shares were issued.

 

800,000 Sponsor Shares will be canceled.

 

All outstanding private warrants, each exercisable for one-half of one Alberton ordinary shares (or Purchaser Common Stock following Redomestication), including all rights to receive additional private warrants which may be issued upon conversion of any notes or other advances made to Alberton, shall be cancelled, and Alberton shall issue to the holder of the private warrants (including any right to receive additional private warrants) a total of 44,467 Alberton ordinary shares.

 

Pursuant to loan agreements with the Sponsor, SolarMax had made loans to the Sponsor for payment of obligations of Alberton of $528,602.62 and agreed to make additional advances of up to $1,031.43.  These loans will be satisfied by a portion of the 800,000 shares being delivered for cancellation.  The loans from the Sponsor to Alberton are being treated as contributions to capital and not as a loan.

 

The provision of the Merger Agreement that provide that, to the extent that Extension Loans made by SolarMax exceed the amount which SolarMax initially agreed to advance to Alberton ($360,000) was amended and the Sponsor’s obligation to deliver Sponsor Shares with respect to such excess advances, shall be satisfied by the delivery of a portion of the 800,000 ordinary shares being delivered for cancellation.

 

 

 

3

 

The Sponsor agreed to provide up to $100,000 to provide Alberton with funds to pay its obligations. Such funds will be treated as a contribution to capital and not as a loan.

 

The Company agrees that a $50,000 obligation which the Sponsor had agreed to pay to the Company’s former chairman and chief executive officer, will be paid by the Company.

 

At the Closing, Alberton shall issue, under the Incentive Plan, to each of William Walter Young, Qing S. Huang and Peng Gao 30,000 shares of Common Stock as the compensation shares for their service as independent directors of Alberton until the Closing and to Citiking International Limited, a company organized under the laws of Hong Kong (“Citiking”), 200,000 shares pursuant to certain IR Agreement (defined below) between the Purchaser and Citiking, among which 50,000 shares shall vest immediately, 50,000 shares shall vest upon the first anniversary of the Closing, 50,000 shares shall vest on the second anniversary of the Closing and remaining 50,000 shares shall vest on the third anniversary of the Closing.

  

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

 

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

 

Note Conversion Agreements

 

On August 11, 2021, Alberton entered into certain note conversion agreements (the “Note Conversion Agreements”) with each of Hong Ye Hong Kong Shareholding Co., Limited (“Hong Ye”), Global Nature Investment Holdings Limited (“Global Nature”) and Qingdao Zhongxin Huirong Distressed Asset Disposal Co., Ltd. (“AMC Sino” and collectively with Hong Ye and Global Nature, the “Noteholders”). Pursuant to the terms of the Note Conversion Agreements, Alberton shall convert 50% of the balance (in the aggregated amount of $1,551,220) of respective note(s) (in the aggregated amount of $3,102,440) with each of the Noteholder into Ordinary Shares (the “Conversion Shares”), immediately prior to, but subject to the completion of the closing of the merger pursuant to the Merger Agreement, at a conversion price equal to ten (10) times the average trading price of the rights of Alberton, during a period of twenty-five (25) trading days ending on the second trading day prior to mailing of the final proxy statement/prospectus on Form S-4 (file number 333-251825) to Alberton’s shareholders in connection with the special meeting.

 

Pursuant to the terms of the Note Conversion Agreements, Alberton shall register the Conversion Shares on a registration statement on Form S-1, which will be filed as soon as possible following the filing of an amendment to its proxy statement including SolarMax’s consolidated financial statements for the six months ended June 30, 2021.

 

Copies of the Note Conversion Agreements by and between Alberton and each of Hong Ye, AMC Sino and Global Nature, are filed hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference. The foregoing summaries of the terms of the Note Conversion Agreements are subject to, and qualified in their entirety by, such documents.

 

Share Forfeiture Agreement

 

On August 11, 2021, Alberton entered into a certain share forfeiture agreement (the “Forfeiture Agreement”) with SolarMax and certain initial shareholders of Alberton including Hong Ye, Bin (Ben) Wang and Keqing (Kevin) Liu (collectively, the “Initial Shareholders”), pursuant to which the Initial Shareholders have agreed to forfeit an aggregate of 800,000 Ordinary Shares upon the closing of the merger pursuant to the terms of the Forfeiture Agreement and the Company shall pay Bin (Ben) Wang $50,000 immediately prior to the closing of the merger.

 

A copy of the Forfeiture Agreement is filed hereto as Exhibit 10.4. The foregoing summary of the terms of the Forfeiture Agreement is subject to, and qualified in its entirety by, such document.

 

Backstop and Private Placement

 

On August 11, 2021, Alberton entered into certain backstop agreements (collectively, the “Backstop Agreements”) with four backstop investors (collectively, the “Backstop Investors”), pursuant to which the Backstop Investors shall commit to purchase an aggregate of no less than $18 million of Ordinary Shares in open market or private transactions from time to time, or from holders of public shares of Alberton who have exercised their redemption rights pursuant to Alberton’s organization documents, pursuant to the terms of the Backstop Agreements.

 

4

 

On August 11, 2021, Alberton also entered into certain stock purchase agreement (the “PIPE SPA”) with JSDC Investment LLC (the “PIPE Investor”) who is a minority existing shareholder of SolarMax, pursuant to which the PIPE Investor shall purchase Ordinary Shares of Alberton at the amount equal to (i) $6 million divided by (ii) a price per share equal to the price at which each share of the Company is redeemed pursuant to the redemption by the Company of its public shareholders in connection with the Merger.

Copies of the form of the Backstop Agreements and the PIPE SPA are filed hereto as Exhibits 10.5 and 10.6, respectively, and are incorporated herein by reference. The foregoing summaries of the terms of the Backstop Agreements and the PIPE SPA are subject to, and qualified in their entirety by, such documents.

 

Investor Relations Consulting Agreement

 

On August 11, 2021, Alberton entered into a certain letter agreement (the “IR Agreement”) with Citiking, pursuant to which Citiking shall render investor relations services to Alberton and to generally act as its investor relations consultant for the Asian market pursuant to the terms of the IR Agreement. Under the terms of the IR Agreement, Alberton has agreed to issue an aggregate of 200,000 Ordinary Shares or Common Stock to Citiking as consideration for its services, subject to certain vesting provisions described in the IR Agreement.

 

A copy of the IR Agreement is filed hereto as Exhibit 10.7 and is incorporated herein by reference. The foregoing summary of the terms of the IR Agreement is subject to, and qualified in its entirety by, such document.

  

Item 9.01 Financial Statements and Exhibits

 

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

 

Exhibits Number    
2.1   Third Amendment to Agreement and Plan of Merger dated August 11, 2021
10.1   Note Conversion Agreement dated August 11, 2021, by and between Alberton and Hong Ye
10.2   Note Conversion Agreement dated August 11, 2021, by and between Alberton and AMC Sino
10.3   Note Conversion Agreement dated August 11, 2021, by and between Alberton and Global Nature
10.4   Forfeiture Agreement dated August 11, 2021, by and among Alberton, SolarMax and the Initial Shareholders
10.5   Form of Backstop Agreement
10.6   Stock Purchase Agreement dated August 11, 2021, by and between Alberton and the PIPE investor
10.7   Letter Agreement dated August 11, 2021, by and between Alberton and Citiking

    

5

  

SIGNATURES

 

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

  

  Dated: August 13, 2021
   
  ALBERTON ACQUISITION CORPORATION
   
  By:  /s/ Guan Wang
    Name: Guan Wang
Title: Chief Executive Officer

 

 

6

 

Exhibit 2.1

 

Execution Version

 

THIRD AMENDMENT

 

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

 

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

 

2. The first sentence in Section 1.8 of the Merger Agreement shall be amended to read as follows: “As consideration for the Merger, the Company Stockholders (excluding holders of Company Options with respect to Company Options) collectively shall be entitled to receive from the Purchaser, in the aggregate, a number of shares of Purchaser Common Stock equal to (i) Three Hundred Million U.S. Dollars ($300,000,000) divided by (ii) $10.50 per share, which consideration is referred to herein as the “Stockholder Merger Consideration.” The Stockholder Merger Consideration shall be paid as provided in the Merger Agreement.

 

3. Section 5.09(d) of the Merger Agreement shall be amended to read as follows: “During the Interim Period, Purchaser shall obtain the agreement of the holders of the Purchaser’s promissory notes that were outstanding on September 3, 2020 and an additional $273,640 of loans advanced by the Sponsor subsequent to September 3, 2020, all of which are listed on Schedule 5.09(d) to this Agreement, that all of such outstanding promissory notes shall be settled by (i) payment of 50% of the balance due on the promissory notes not later than five business days after the Closing, and (ii) conversion of the remaining 50% of the balance due on the promissory notes into Purchaser’s Ordinary Shares (or Common Stock of the surviving entity) at a conversion rate which shall be equal to ten (10) times the average trading price of the rights of the Purchaser during a period of twenty-five (25) trading days ending on the second trading day prior to mailing of the final Proxy Statement to the Purchaser’s shareholders in connection with the Special Meeting. Immediately prior to the closing of the Merger, subject to the completion of the closing, the Company shall instruct its transfer agent to issue the Conversion Shares to or in accordance with instructions from the noteholders.”

 

4. Section 5.12(a) of the Merger Agreement is amended to read as follows:

 

“(a) The Purchaser and the Company acknowledge that the Purchaser has extended the date by which the Purchaser must consummate its initial Business Combination from April 27, 2020 to October 26, 2020 which was further extended to April 26, 2021 and then to October 26, 2021 (the “Extensions”). The Purchaser and the Company acknowledge that in order to finance the Extensions, pursuant to the Merger Agreement, Company has made two loans to the Purchaser each in the amount of $60,000, six loans each in the amount of $70,674 and one loan in the amount of $153,409.32, all as non-interest bearing loans (collectively, the “Extension Loans” and each an “Extension Loan”), repayable upon the earlier of the consummation of the Purchaser’s Business Combination or liquidation (subject to Section 8.1 of the Merger Agreement) or as otherwise provided in the notes, and the Company agrees to make up to three additional Extension Loans (the “Additional Loans”) each in the amount $76,704.66 per month; provided, that the Company shall not be required to make more than three Additional Loans.”

 

1

 

 

5. Section 5.14 of the Merger Agreement is amended to read as follows: “Certain Issuances. The Parties agree that at the Closing, the Company shall issue, under the Incentive Plan, to each of William Walter Young, Qing S. Huang and Peng Gao 30,000 shares of Common Stock as the compensation shares for their service as independent directors of the Purchaser until the Closing and to Citiking International Limited, a company organized under the laws of Hong Kong (“Citiking”), 200,000 shares pursuant to certain consulting agreement between the Purchaser and Citiking, of which 50,000 shares shall vest immediately on issuance, 50,000 shares shall vest upon the first anniversary of the Closing, 50,000 shares shall vest on the second anniversary of the Closing and remaining 50,000 shares shall vest on the third anniversary of the Closing.”

 

6. Purchaser agrees that at the Closing, Purchaser shall cause to be delivered to the Purchaser or the Surviving Corporation for cancellation, 800,000 Sponsor Shares (the “Cancelled Shares”). Purchaser represents and warrants that Purchaser is a party to an agreement with the holders of the 800,000 Cancelled Shares pursuant to which they agree to transfer the Cancelled Shares to Purchaser for cancellation for which they will receive no consideration.

 

7. At the Closing, (a) all outstanding Private Warrants, each exercisable for one-half of one Alberton ordinary shares (or Purchaser Common Stock following Redomestication), including all rights to receive additional Private Warrants which may be issued upon conversion of any notes or other advances made to Purchaser, shall be cancelled, and (b) in consideration of such cancellation, Alberton shall issue to the holder of the Private Warrants (including any right to receive additional Private Warrants) a total of 44,467 shares of Purchaser Common Stock. No additional Private Warrants or other Warrants shall be issued to the Sponsor or any other person in respect of any loans or other advances made to Alberton. For the avoidance of doubt, (i) any right to receive units on conversion of debt shall mean the right to receive the shares of Purchaser Common Stock that would be issued as part of such units, and any right to receive units upon conversion of debt at a fixed price shall be deemed to mean the right to receive shares of Purchaser Common Stock that would be included in such units at the same fixed price, and (ii) upon completion of the Merger, no Private Warrants will be outstanding and neither Purchaser nor the Surviving Corporation shall have any obligation to issue any Private Warrants and no person shall have any right to receive Private Warrants.

 

8. The Company has made loans (the “Sponsor Loans”) to the Sponsor in the aggregate principal amount of $528,602.62 to enable the Sponsor to provide funds for Purchaser to pay current obligations.  The Company will make additional loans to the Sponsor, on the same terms as the existing loans (as modified by this Agreement), of up to $1,031.43.  The advances by Sponsor to Alberton from the proceeds of the Sponsor Loans from SolarMax shall be treated as a contribution to capital and not as a loan. To the extent that such advances have been treated as a loan, they shall be recharacterized as a contribution to capital. The provisions of the loan agreements relating to the Sponsor Loans that provide for the settlement of the loan by delivery of Sponsor Shares is hereby amended and deemed to be satisfied by delivery to Purchaser of that portion of the Cancelled Shares being delivered pursuant to Section 6 of this Agreement, having a value, determined as provided in the applicable loan agreement,.

 

9. The provision of the Merger Agreement that provide that, to the extent that Extension Loans made by the Company exceed the amount which the Company initially agreed to advance to Purchaser, which was $360,000, be satisfied by the delivery of Sponsor Shares shall be amended, and the Sponsor’s obligation to deliver Sponsor Shares shall be satisfied by the delivery of that portion of the Cancelled Shares being delivered pursuant to Section 6 of this Agreement as has a value, determined as provided in the Merger Agreement, equal to the value of Sponsor Shares that would otherwise be cancelled.

 

10. The Sponsor agrees that it will provide up to $100,000 to provide Purchase with funds to pay obligations of Purchaser. Such funds will be treated as a contribution to capital and not as a loan.

 

11. The Purchaser agrees that a $50,000 obligation which the Sponsor had agreed to pay to the Purchaser’s former chairman and chief executive officer, will be paid by the Purchaser.

 

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

 

[signatures on following page]

 

2

 

 

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

 

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

 

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

 

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

 

3

 

 

Schedule 5.09(d)

 

Name   Outstanding
Indebtedness
    Amount for
Conversions
    Amount to be
Paid
 
Global Nature Investment Holdings Limited   $ 1,648,800     $ 824,400     $ 824,400  
Qingdao Zhongxin Huirong Distressed Asset Disposal Co., Ltd   $ 100,000     $ 50,000     $ 50,000  
Hong Ye Hong Kong Shareholding Co., Limited   $ 1,353,640     $ 676,820     $ 676,820  
Total   $ 3,102,440.00     $ 1,551,220.00     $ 1551.220  

 

 

4

 

 

Exhibit 10.1

 

Execution Version

 

AGREEMENT

 

THIS AGREEMENT (this “Agreement”) is dated as of August 11, 2021 (the “Effective Date”) by and between Hong Ye Hong Kong Shareholding Co., Limited, a Hong Kong company (“Hong Ye”), and Alberton Acquisition Corporation, a British Virgin Islands Company (the “Company”). Hong Ye and Company are sometimes referred to collectively as the “Parties”, and each, individually, as a “Party.”

 

WHEREAS, Hong Ye is the sponsor of the Company and has provided working capital loans to the Company since its closing of its initial public offering as set forth in Schedule A to the Company until the closing of its initial business combination (collectively, the “Working Capital Loans”) evidenced by certain promissory notes issued by the Company (collectively, the “Hong Ye Notes”);

 

WHEREAS, pursuant to the registration statement in Form S-1 (SEC file No. 333-227652) in connection with the initial public offering of the Company, the Hong Ye Notes would either be paid upon the closing of an initial business combination, without interest, or at the discretion of Hong Ye, up to $1,500,000 may be converted into units at a price of $10.00 per unit which would be identical to the private units issued in the private placement in conjunction with the Company’s initial public offering;

 

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

 

WHEREAS, the Merger Agreement provides that the Company will settle its obligations under the promissory notes that were outstanding on September 3, 2020 by delivery of ordinary shares of the Company owned by its sponsor and its affiliate;

 

WHEREAS, the Company and Hong Ye have agreed that, 50% of the aggregate outstanding balance of principal amount of the Hong Ye Notes (the “Conversion Payable”), shall be converted (the “Conversion”) and issued to Hong Ye in the form of ordinary shares (the “Conversion Shares”) of the Company, no par value (“Ordinary Shares”) , subject only to (i) the agreement of SolarMax to the terms of this Agreement and (ii) the closing of the Merger pursuant to the Merger Agreement, as the same shall be amended from time to time, , including an amendment consistent with the Company’s obligations under this Agreement;

 

WHEREAS, the approval of the Merger is to be submitted to the Company’s shareholders for their approval pursuant to a proxy statement/prospectus on a Form S-4 (the “Proxy Statement”) at a special meeting (the “Special Meeting”) of the Company’s shareholders;

 

WHEREAS, the Board of Directors of the Company deemed that the Conversion is in the best interests of the Company; and

 

WHEREAS, the Company has authorized sufficient Ordinary Shares for issuance with regards to the Conversion.

 

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Hong Ye and the Company agree as follows

 

1. Conversion. Upon the request of the Company, the Convertible Payable shall be converted into Ordinary Shares of the Company immediately prior to, but subject to the completion of, upon the closing of the Merger pursuant to the Merger Agreement, at a conversion price which shall be equal to ten (10) times the average trading price of the rights of the Company, the trading symbol for which is “ALACR,” during a period of twenty-five (25) trading days ending on the second trading day prior to mailing of the final Proxy Statement to the Company’s shareholders in connection with the Special Meeting. Immediately prior to the closing of the Merger, the Company shall instruct its transfer agent to issue the Conversion Shares to Hong Ye or its designee.

 

 

 

 

2. Registration. The Company shall file a registration statement on Form S-1 which covers the Conversion Shares. The Company will file such registration statement as soon as possible after the Company has filed an amendment to its Proxy Statement which includes SolarMax’s consolidated financial statements for the six months ended June 30, 2021. In the event that the registration statement covering the Conversion Shares has not been declared effective by the Securities and Exchange Commission within fifteen (15) business days after the closing of the Merger (other than as a result of the failure of Hong Ye to comply with Section 3 of this Agreement), the Conversion Shares shall be automatically forfeited with no action to be taken by the Company or Hong Ye and the Company shall, within ten business days of such forfeiture, pay Convertible Payable in cash.

 

3. It shall be a condition precedent to the obligations of the Company to complete any registration pursuant Section 3 that Hong Ye shall furnish to the Company in a timely manner such information regarding Hong Ye, the Conversion Shares and the intended method of disposition as shall be reasonably required to effect and maintain the effectiveness of the registration of the Conversion Shares and Hong Ye shall execute such documents in connection with such registration as the Company may reasonably request In furtherance of the foregoing, Hong Ye shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.

 

4. The obligations of Hong Ye pursuant to this Agreement are subject (i) to the Company and SolarMax entering into an amendment to the Merger Agreement pursuant to which SolarMax and the Company agree to the terms of this Agreement and (ii) the completion of the Merger. The Company agrees that it will enter into such amendment to the Merger Agreement which includes such a provision and the Company has been advised by SolarMax that it will agree to such a provision.

 

5. Representations, Warranties and Covenants of the Parties.

 

(a) Representations, Warranties and Covenants of the Company. The Company hereby makes the following representations, warranties and covenants to Hong Ye:

 

(i) Issuance of Conversion Shares. The Shares to be issued to Hong Ye have been duly authorized by all necessary corporate action and the Conversion Shares, when issued in accordance with the terms hereof, shall be validly issued and outstanding, fully paid and non-assessable.

 

(ii) Authorization. The Company has full power and authority to enter into this Agreement, and this Agreement, when executed and delivered, will constitute a valid and legally binding and enforceable obligation of the Company, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding at law or in equity) relating to enforceability.

 

(b) Representations, Warranties and Covenants of Hong Ye. The Company is issuing the Conversion Shares to Hong Ye in reliance upon the following representations made by Underwriter:

 

(i) Hong Ye has received all the information it considers necessary or appropriate for deciding whether to acquire the Conversion Shares and each portion thereof. Hong Ye has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Merger and each portion thereof and the business, properties, prospects and financial condition of the Company and SolarMax and to obtain additional information necessary to verify the accuracy of any information furnished to Hong Ye or to which Hong Ye had access.

 

2

 

 

(ii) Hong Ye has full power and authority to enter into this Agreement, and this Agreement, when executed and delivered, will constitute a valid and legally binding obligation of Hong Ye, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding at law or in equity). Hong Ye is the sole lawful record and beneficial of the owner of the Hong Ye Notes and no person has any right, option or interest in the Hong Ye Notes, and the each of the Hone Ye Notes is not subject to any option, security interest, pledge, right of first refusal, spousal right or any other right or encumbrance of any kind and description, and Hong Ye is not a party to any agreement or informal understanding with respect to any of the foregoing.

 

(iii) Hong Ye agrees that Hong Ye will not engage in any transactions in the stock of the Company (including the successor pursuant to the Merger Agreement) or aid or assist others in engaging in any such transactions while in possession of material non-public information concerning the Company or SolarMax.

 

6. Governing Law. This Agreement shall be governed by the laws of the State of New York applicable to agreement executed and to be performed wholly within such State without reference to the choice of laws rules of such state. No legal suit, action or proceeding arising out of or relating to this Agreement, may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts (collectively, the “Specified Courts”). The Parties hereby irrevocably and unconditionally waive any objection to the laying of venue of in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any action or proceeding brought in any Specified Court has been brought in an inconvenient forum.

 

7. This Agreement shall be binding upon each party hereto and its respective successors and assigns.

 

8. If any term of provision of this Agreement or any application thereof shall be held invalid or unenforceable, the remainder of this Agreement and any other application of such term or provision shall not be affected thereby.

 

9. This Agreement constitutes the entire agreement among the Parties relating to the subject matter hereof, superseding any and all prior or contemporaneous oral and written agreements, understandings and letters of intent. This Agreement may not be modified or amended nor may any right be waived except by a writing which expressly refers to this Agreement, states that it is a modification, amendment or waiver and is signed by both Parties with respect to a modification or amendment or the Party granting the waiver with respect to a waiver. No course of conduct or dealing and no trade custom or usage shall modify any provisions of this Agreement..

 

10. All provisions of this Agreement shall be interpreted according to their fair meaning and shall not be strictly construed against either Party.

 

11. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which, taken together, shall constitute one agreement. An original signature or copy thereof transmitted by facsimile shall constitute an original signature for purposes of this Agreement.

 

[Signature Page Follows]

 

3

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.

 

COMPANY

 

Alberton Acquisition Corporation  
   
By: /s/ Guan Wang  
Name: Guan Wang  
Title: Chief Executive Officer  

 

HONG YE

 

Hong Ye Hong Kong Shareholding Co., Limited  
     
By: /s/ Guan Wang  
Name: Guan Wang  
Title: Director  

 

4

 

Schedule A

Working Capital Loans

 

Date   Nature   Amount  
7/6/2018   Promissory Note   $ 300,000  
1/24/2020   Promissory Note   $ 780,000  
3/3/2021   Promissory Note   $ 273,640  

 

 

5

 

Exhibit 10.2

 

Execution Version

 

AGREEMENT

 

THIS AGREEMENT (this “Agreement”) is dated as of August 11, 2021 (the “Effective Date”) by and between Qingdao Zhongxin Huirong Distressed Asset Disposal Co., Ltd. a PRC company based in Qingdao, China (“AMC Sino”), and Alberton Acquisition Corporation, a British Virgin Islands Company (the “Company”). AMC Sino and Company are sometimes referred to collectively as the “Parties,” and each, individually, as a “Party.”

 

WHEREAS, in April 2020, the Company issued to AMC Sino an unsecured promissory note in the aggregate principal amount of $500,000 (the “AMC Note”) in connection with a non-binding letter of intent entered (“AMC LOI”) into by and between the Company and Zhongxin AmcAsset Limited (“AmcAsset”), a holding company incorporated in the British Virgin Islands, to consummate a potential business combination with AmcAsset;

 

WHEREAS, the AMC Note is non-interest bearing and is payable on the date on which the Company consummates its initial business combination with AMC Payee or another qualified target company, subject to certain mandatory repayment arrangement set forth in the AMC Note. As the date of this Agreement, the outstanding principal balance under the AMC Note is $100,000;

 

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

 

WHEREAS, the Merger Agreement provides that the Company will settle its obligations under the promissory notes that were outstanding on September 3, 2020 by delivery of ordinary shares of the Company owned by its sponsor and its affiliate;

 

WHEREAS, the Company and AMC Sino have agreed that, 50% of the outstanding principal amount of AMC Note, which is $50,000 (the “Convertible Payable”), shall be converted (the “Conversion”) and issued to AMC Sino in the form of ordinary shares (the “Conversion Shares”) of the Company, no par value (“Ordinary Shares”) , subject only to (i) the agreement of SolarMax to the terms of this Agreement and (ii) the closing of the Merger pursuant to the Merger Agreement, as the same shall be amended from time to time, including an amendment consistent with the Company’s obligations under this Agreement;

 

WHEREAS, the approval of the Merger is to be submitted to the Company’s shareholders for their approval pursuant to a proxy statement/prospectus on a Form S-4 (the “Proxy Statement”) at a special meeting (the “Special Meeting”) of the Company’s shareholders;

 

WHEREAS, the Board of Directors of the Company deemed that the Conversion is in the best interests of the Company; and

 

WHEREAS, the Company has authorized sufficient Ordinary Shares for issuance with regards to the Conversion.

 

1

 

 

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, AMC Sino and the Company agree as follows

 

1. Conversion. Upon the request of the Company, the Convertible Payable shall be converted into Ordinary Shares of the Company immediately prior to, but subject to the completion of, upon the closing of the Merger pursuant to the Merger Agreement at a conversion price which shall be equal to ten (10) times the average trading price of the rights of the Company, the trading symbol for which is “ALACR,” during a period of twenty-five (25) trading days ending on the second trading day prior to mailing of the final Proxy Statement to the Company’s shareholders in connection with the Special Meeting. Immediately prior to the closing of the Merger, the Company shall instruct its transfer agent to issue the Conversion Shares to AMC Sino or its designee.

 

2. Registration. The Company shall file a registration statement on Form S-1 which covers the Conversion Shares. The Company will file such registration statement as soon as possible after the Company has filed an amendment to its Proxy Statement which includes SolarMax’s consolidated financial statements for the six months ended June 30, 2021. In the event that the registration statement covering the Conversion Shares has not been declared effective by the Securities and Exchange Commission within fifteen (15) business days after the closing of the Merger (other than as a result of the failure of AMC Sino to comply with Section 3 of this Agreement), the Conversion Shares shall be automatically forfeited with no action to be taken by the Company or AMC Sino and the Company shall, within ten business days of such forfeiture, pay Convertible Payable in cash.

 

3. It shall be a condition precedent to the obligations of the Company to complete any registration pursuant Section 3 that AMC Sino shall furnish to the Company in a timely manner such information regarding AMC Sino, the Conversion Shares and the intended method of disposition as shall be reasonably required to effect and maintain the effectiveness of the registration of the Conversion Shares and AMC Sino shall execute such documents in connection with such registration as the Company may reasonably request In furtherance of the foregoing, AMC Sino shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.

 

4. The obligations of AMC Sino pursuant to this Agreement are subject (i) to the Company and SolarMax entering into an amendment to the Merger Agreement pursuant to which SolarMax and the Company agree to the terms of this Agreement and (ii) the completion of the Merger. The Company agrees that it will enter into such amendment to the Merger Agreement which includes such a provision and the Company has been advised by SolarMax that it will agree to such a provision.

 

5. Representations, Warranties and Covenants of the Parties.

 

(a) Representations, Warranties and Covenants of the Company. The Company hereby makes the following representations, warranties and covenants to AMC Sino:

 

(i) Issuance of Conversion Shares. The Shares to be issued to AMC Sino have been duly authorized by all necessary corporate action and the Conversion Shares, when issued in accordance with the terms hereof, shall be validly issued and outstanding, fully paid and non-assessable.

 

(ii) Authorization. The Company has full power and authority to enter into this Agreement, and this Agreement, when executed and delivered, will constitute a valid and legally binding and enforceable obligation of the Company, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding at law or in equity) relating to enforceability.

 

2

 

 

(b) Representations, Warranties and Covenants of AMC Sino. The Company is issuing the Conversion Shares to AMC Sino in reliance upon the following representations made by Underwriter:

 

(i) AMC Sino has received all the information it considers necessary or appropriate for deciding whether to acquire the Conversion Shares and each portion thereof. AMC Sino has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Merger and each portion thereof and the business, properties, prospects and financial condition of the Company and SolarMax and to obtain additional information necessary to verify the accuracy of any information furnished to AMC Sino or to which AMC Sino had access.

 

(ii) AMC Sino has full power and authority to enter into this Agreement, and this Agreement, when executed and delivered, will constitute a valid and legally binding obligation of AMC Sino, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding at law or in equity). AMC Sino is the sole lawful record and beneficial of the owner of the AMC Note and no person has any right, option or interest in the AMC Note, and the AMC Note is not subject to any option, security interest, pledge, right of first refusal, spousal right or any other right or encumbrance of any kind and description, and the AMC Sino is not a party to any agreement or informal understanding with respect to any of the foregoing.

 

(iii) AMC Sino agrees that AMC Sino will not engage in any transactions in the stock of the Company (including the successor pursuant to the Merger Agreement) or aid or assist others in engaging in any such transactions while in possession of material non-public information concerning the Company or SolarMax.

 

6. Governing Law. This Agreement shall be governed by the laws of the State of New York applicable to agreement executed and to be performed wholly within such State without reference to the choice of laws rules of such state. No legal suit, action or proceeding arising out of or relating to this Agreement, may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts (collectively, the “Specified Courts”). The Parties hereby irrevocably and unconditionally waive any objection to the laying of venue of in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any action or proceeding brought in any Specified Court has been brought in an inconvenient forum.

 

7. This Agreement shall be binding upon each party hereto and its respective successors and assigns.

 

8. If any term of provision of this Agreement or any application thereof shall be held invalid or unenforceable, the remainder of this Agreement and any other application of such term or provision shall not be affected thereby.

 

9. This Agreement constitutes the entire agreement among the Parties relating to the subject matter hereof, superseding any and all prior or contemporaneous oral and written agreements, understandings and letters of intent. This Agreement may not be modified or amended nor may any right be waived except by a writing which expressly refers to this Agreement, states that it is a modification, amendment or waiver and is signed by both Parties with respect to a modification or amendment or the Party granting the waiver with respect to a waiver. No course of conduct or dealing and no trade custom or usage shall modify any provisions of this Agreement..

 

10. All provisions of this Agreement shall be interpreted according to their fair meaning and shall not be strictly construed against either Party.

 

11. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which, taken together, shall constitute one agreement. An original signature or copy thereof transmitted by facsimile shall constitute an original signature for purposes of this Agreement.

 

[Signature Page Follows]

 

3

 

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.

 

COMPANY  
   
Alberton Acquisition Corporation  
   
By: /s/ Guan Wang  
Name: Guan Wang  
Title: Chief Executive Officer  
   
AMC SINO  
   
Qingdao Zhongxin Huirong Distressed Asset Disposal Co., Ltd  
   
By: /s/ William Tehwei Yeh  
Name:  William Tehwei Yeh  
Title: Chairman  

 

 

4

 

 

Exhibit 10.3

 

Execution Version

 

AGREEMENT

 

THIS AGREEMENT (this “Agreement”) is dated as of August 11, 2021 (the “Effective Date”) by and between Global Nature Investment Holdings Limited, a company incorporated under the laws of the Cayman Islands (“Global Nature”), and Alberton Acquisition Corporation, a British Virgin Islands Company (the “Company”). Global Nature and Company are sometimes referred to collectively as the “Parties”, and each, individually, as a “Party.”

 

WHEREAS, in October 2019, the Company issued to Global Nature, its registered assignees or successor in interest (the “Payee”) a note (the “GN Note 1”) in the principal amount of $1,148,800 in connection with a non-binding letter of intent to consummate a potential business combination with Global Nature (the “GN LOI”);

 

WHEREAS, in December 2019, the Company issued another note (the “GN Note 2”) in the principal amount of $500,000 to the Payee;

 

WHEREAS, both GN Note 1 and GN Note 2 shall be repaid as soon as possible with best efforts but no later than 5 business days after the Company’s initial combination or the expiry of the term of the Company, whichever is earlier;

 

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

 

WHEREAS, the Merger Agreement provides that the Company will settle its obligations under the promissory notes that were outstanding on September 3, 2020 by delivery of ordinary shares of the Company owned by its sponsor and its affiliate;

 

WHEREAS, the Company and Global Nature have agreed that 50% of the aggregate principal amount of GN Note 1 and GN Note 2, which is $824,400 (the “Convertible Payable”), shall be converted (the “Conversion”) and issued to Global Nature in the form of ordinary shares (the “Conversion Shares”) of the Company, no par value (“Ordinary Shares”) , subject only to (i) the agreement of SolarMax to the terms of this Agreement and (ii) the closing of the Merger pursuant to the Merger Agreement, as the same shall be amended from time to time, including an amendment consistent with the Company’s obligations under this Agreement;

 

WHEREAS, the approval of the Merger is to be submitted to the Company’s shareholders for their approval pursuant to a proxy statement/prospectus on a Form S-4 (the “Proxy Statement”) at a special meeting (the “Special Meeting”) of the Company’s shareholders;

 

WHEREAS, the Board of Directors of the Company deemed that the Conversion is in the best interests of the Company; and

 

WHEREAS, the Company has authorized sufficient Ordinary Shares for issuance with regards to the Conversion.

 

1

 

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Global Nature and the Company agree as follows

 

1. Conversion and Payment. Upon the request of the Company, the Convertible Payable shall be converted into Ordinary Shares of the Company immediately prior to, but subject to the completion of, upon the closing of the Merger pursuant to the Merger Agreement, at a conversion price which shall be equal to ten (10) times the average trading price of the rights of the Company, the trading symbol for which is “ALACR,” during a period of twenty-five (25) trading days ending on the second trading day prior to mailing of the final Proxy Statement to the Company’s shareholders in connection with the Special Meeting. Immediately prior to the closing of the Merger, the Company shall instruct its transfer agent to issue the Conversion Shares to Global Nature or its designee.

 

The remaining 50% of the aggregate principal amount of GN Note 1 and GN Note 2, which is $824,400, shall be paid by the Company in cash no later than 5 business days after the closing of the Merger.

 

2. Registration. The Company shall file a registration statement on Form S-1 which covers the Conversion Shares. The Company will file such registration statement as soon as possible after the Company has filed an amendment to its Proxy Statement which includes SolarMax’s consolidated financial statements for the six months ended June 30, 2021. In the event that the registration statement covering the Conversion Shares has not been declared effective by the Securities and Exchange Commission within fifteen (15) business days after the closing of the Merger (other than as a result of the failure of Global Nature to comply with Section 3 of this Agreement), the Conversion Shares shall be automatically forfeited with no action to be taken by the Company or Global Nature and the Company shall, within ten business days of such forfeiture, pay Convertible Payable in cash.

 

3. It shall be a condition precedent to the obligations of the Company to complete any registration pursuant Section 3 that Global Nature shall furnish to the Company in a timely manner such information regarding Global Nature, the Conversion Shares and the intended method of disposition as shall be reasonably required to effect and maintain the effectiveness of the registration of the Conversion Shares and Global Nature shall execute such documents in connection with such registration as the Company may reasonably request In furtherance of the foregoing, Global Nature shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.

 

4. The obligations of Global Nature pursuant to this Agreement are subject (i) to the Company and SolarMax entering into an amendment to the Merger Agreement pursuant to which SolarMax and the Company agree to the terms of this Agreement and (ii) the completion of the Merger. The Company agrees that it will enter into such amendment to the Merger Agreement which includes such a provision and the Company has been advised by SolarMax that it will agree to such a provision.

 

5. Representations, Warranties and Covenants of the Parties.

 

(a) Representations, Warranties and Covenants of the Company. The Company hereby makes the following representations, warranties and covenants to Global Nature:

 

(i) Issuance of Conversion Shares. The Shares to be issued to Global Nature have been duly authorized by all necessary corporate action and the Conversion Shares, when issued in accordance with the terms hereof, shall be validly issued and outstanding, fully paid and non-assessable.

 

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(ii) Authorization. The Company has full power and authority to enter into this Agreement, and this Agreement, when executed and delivered, will constitute a valid and legally binding and enforceable obligation of the Company, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding at law or in equity) relating to enforceability.

 

(b) Representations, Warranties and Covenants of Global Nature. The Company is issuing the Conversion Shares to Global Nature in reliance upon the following representations made by Underwriter:

 

(i) Global Nature has received all the information it considers necessary or appropriate for deciding whether to acquire the Conversion Shares and each portion thereof. Global Nature has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Merger and each portion thereof and the business, properties, prospects and financial condition of the Company and SolarMax and to obtain additional information necessary to verify the accuracy of any information furnished to Global Nature or to which Global Nature had access.

 

(ii) Global Nature has full power and authority to enter into this Agreement, and this Agreement, when executed and delivered, will constitute a valid and legally binding obligation of Global Nature, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding at law or in equity). Global Nature is the sole lawful record and beneficial of the owner of GN Note 1 and GN Note 2 and no person has any right, option or interest in GN Note 1 and GN Note 2, and each of GN Note 1 and GN Note 2 is not subject to any option, security interest, pledge, right of first refusal, spousal right or any other right or encumbrance of any kind and description, and Global Nature is not a party to any agreement or informal understanding with respect to any of the foregoing.

 

(iii) Global Nature agrees that Global Nature will not engage in any transactions in the stock of the Company (including the successor pursuant to the Merger Agreement) or aid or assist others in engaging in any such transactions while in possession of material non-public information concerning the Company or SolarMax.

 

6. Governing Law. This Agreement shall be governed by the laws of the State of New York applicable to agreement executed and to be performed wholly within such State without reference to the choice of laws rules of such state. No legal suit, action or proceeding arising out of or relating to this Agreement, may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts (collectively, the “Specified Courts”). The Parties hereby irrevocably and unconditionally waive any objection to the laying of venue of in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any action or proceeding brought in any Specified Court has been brought in an inconvenient forum.

 

7. This Agreement shall be binding upon each party hereto and its respective successors and assigns.

 

8. If any term of provision of this Agreement or any application thereof shall be held invalid or unenforceable, the remainder of this Agreement and any other application of such term or provision shall not be affected thereby.

 

9. This Agreement constitutes the entire agreement among the Parties relating to the subject matter hereof, superseding any and all prior or contemporaneous oral and written agreements, understandings and letters of intent. This Agreement may not be modified or amended nor may any right be waived except by a writing which expressly refers to this Agreement, states that it is a modification, amendment or waiver and is signed by both Parties with respect to a modification or amendment or the Party granting the waiver with respect to a waiver. No course of conduct or dealing and no trade custom or usage shall modify any provisions of this Agreement.

 

10. All provisions of this Agreement shall be interpreted according to their fair meaning and shall not be strictly construed against either Party.

 

11. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which, taken together, shall constitute one agreement. An original signature or copy thereof transmitted by facsimile shall constitute an original signature for purposes of this Agreement.

 

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.

 

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

 

 

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Exhibit 10.4

 

SHARE FORFEITURE AGREEMENT

 

THIS AGREEMENT (this “Agreement”) is dated as of August 11, 2021 (the “Effective Date”) by and between Alberton Acquisition Corporation, a British Virgin Islands Company (the “Company”), SolarMax Technology, Inc., a Nevada corporation (“SolarMax”); and certain initial shareholders of the Company named in Appendix A hereto (the “Initial Shareholders”). The Company, SolarMax and the Initial Shareholders are sometimes referred to collectively as the Parties.

 

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

 

WHEREAS, the Initial Shareholders are record holders of certain ordinary shares of the Company as set forth in Appendix A under the caption “Shares Currently Owned”;

 

WHEREAS, as the date of this Agreement, the Company, among others, have certain promissory notes outstanding with certain Initial Shareholders (collectively, the “Debtors”), in the aggregate amount of $3,102,440 as set forth in Appendix B, which become payable upon the consummation of the Merger;

 

WHEREAS, as of the date of this Agreement, SolarMax has made loans to the Company in the aggregated amount of $697,453.32 in connection with the Extensions of the Company and pursuant to the Merger Agreement, SolarMax has agreed to make two additional Extension Loans each in the amount of $76,704.44 per month (collectively, the “Extension Loans”);

 

WHEREAS, SolarMax has made a total of $528.602.62 in loans to Hong Ye Hong Kong Shareholding Co., Limited (“Hong Ye”) to provide funds to enable the Company to pay current obligation and pursuant to the Merger Agreement, SolarMax, pursuant to a third amendment to the Merger Agreement, has agreed to make additional loans of up to $1,031.43 to Hong Ye (the “SolarMax Sponsor Loans”);

 

WHEREAS, the Company intends to enter into agreement with each of the Debtors pursuant to which that the Company will convert 50% of the outstanding indebtedness under the Notes, as applicable, into certain amount of ordinary shares of the Company, no par value (which will automatically convert into shares of common stock of the Company immediately prior to the consummation of the Merger) (such transactions are defined as the “Conversions”), subject to the agreement of SolarMax;

 

WHEREAS, the Company, Hong Ye and Bin (Ben) Wang (“Wang”), the Company’s former Chairman and CEO, have signed a Separation & Settlement Agreement on March 30, 2020 (the “Wang Settlement Agreement”), pursuant to which the Company has agreed that Wang shall be entitled to keep all his founder shares and Hong Ye shall pay him $50,000 as settlement amount on April 1, 2020; and as of the date of this Agreement, no settlement payment has been made by either the Company or Hong Ye yet and the Company intends to pay $50,000 immediately prior to the closing of the Merger;

 

WHEREAS, in consideration of the Conversions, Extension Loans and SolarMax Sponsor Loans, and as a condition to the closing of the Merger, the Initial Shareholders have agreed to forfeit in accordance with Appendix A, the aggregated amount of 800,000 ordinary shares (the “Cancelled Shares”) of the Company upon the consummation of the Merger, without any further action to be taken by the Company or SolarMax, but subject to the closing of the Merger (such transaction is defined as the “Founder Shares Forfeiture”); and

 

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WHEREAS, the approval of the Merger is to be submitted to the Company’s shareholders for their approval pursuant to a proxy statement/prospectus on a Form S-4 (the “Proxy Statement”) at a special meeting (the “Special Meeting”) of the Company’s shareholders.

 

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, AMC Sino and the Company agree as follows

 

1. Founder Shares Forfeiture. In consideration of SolarMax’ agreement to Amendment No. 3 to the Merger Agreement contemporaneously with the execution of this Agreement, each Initial Shareholder shall, immediately prior to the Closing under the Merger Agreement, transfer to the Company for cancelation the number of Cancelled Shares set forth after such Initial Shareholder’s name on Appendix A. Contemporaneously with the execution of this Agreement, each Initial Shareholder shall deliver to Hunter Taubman Fischer & Li LLC, counsel to the Company an (i) irrevocable stock power with signature medallion guaranteed (unless the Company’s transfer agent will process the transfer without a signature medallion guarantee), to be held by such firm in escrow for delivery at the Closing; and (ii) irrevocable instructions to Continental Stock Transfer & Trust Company (“CST”), the transfer agent for the Company’s ordinary shares and the escrow agent pursuant to a share escrow agent pursuant to which the Cancelled Shares are held in escrow, irrevocably instructing CST to cancel the shares upon the completion of the Merger with SolarMax and requesting CST to acknowledge the instructions. The Initial Shareholders shall take all additional actions as may be necessary to consummate the cancellation of the Cancelled Shares, including delivery instruments and consents as may be requested by the Company or the transfer agent for the Company’s ordinary shares. Contemporaneously with the execution of this Agreement, each Initial Shareholder hereby grants to the Company a power of attorney in the form of Appendix C to this Agreement.

 

2. Payment to Wang. Immediately prior to the closing of the Merger, the Company shall pay Fifty Thousand ($50,000) to Wang pursuant to the wire instruction provided by Wang and Wang agrees by receipt of such payment he shall not be entitled to receive any other severance payments or benefits.

 

3.  No Conflicts. Each Initial Shareholder represents and warrants such Initial Shareholder has the power and authority to execute this Agreement and perform its terms, that neither the execution and delivery of this Assignment by such Initial Shareholder, nor the consummation or performance by the Initial Shareholder of such Initial Shareholder’s obligations under this Agreement will violate any agreement or instrument to which the Initial Shareholders is a party or by which such Initial Stockholder is bound or any laws, rules or regulations of the country in which such Initial Shareholder is a citizen or resident. Such Initial Shareholder has the legal capacity and authority to execute, deliver and perform this Agreement. This Agreement is a legal, valid and binding obligation of the Initial Shareholder enforceable against the Initial Shareholder in accordance with its terms, except as enforceability may be limited by bankruptcy, reorganization, insolvency or similar laws and subject to general principles of equity. The Initial Shareholder is the sole lawful record and beneficial of the owner of all of ordinary shares of the Company set forth on Appendix A under the heading “Shares Currently Owned,” and there are no voting trusts, voting agreements, proxies or other agreements or instruments or understandings with respect to voting of the Initial Shareholder’s Shares. No person has any right, option or interest in the Initial Shareholder’s shares, and the Initial Shareholder’s shares are not subject to any option, security interest, pledge, right of first refusal, spousal right or any other right or encumbrance of any kind and description, and the Initial Shareholder is not a party to any agreement or informal understanding with respect to any of the foregoing.

 

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4. The obligations of the Initial Shareholders pursuant to this Agreement are subject (i) to the Company and SolarMax entering into a the third amendment to the Merger Agreement pursuant to which SolarMax and the Company agree to the terms of this Agreement and agree to an amendment of notes to which one or more of the Initial Shareholders is a party pursuant to which the provisions that relate to the delivery of Sponsor Shares for cancellation are eliminated so that the Sponsor shall not have any obligation to deliver Sponsor Shares pursuant to the terms of such notes.

 

6. This Agreement shall be governed by the laws of the State of New York applicable to agreement executed and to be performed wholly within such State without reference to the choice of laws rules of such state. No legal suit, action or proceeding arising out of or relating to this Agreement, may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts (collectively, the “Specified Courts”). The Parties hereby irrevocably and unconditionally waive any objection to the laying of venue of in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any action or proceeding brought in any Specified Court has been brought in an inconvenient forum.

 

7. This Agreement shall be binding upon each party hereto and its respective successors and assigns.

 

8. If any term of provision of this Agreement or any application thereof shall be held invalid or unenforceable, the remainder of this Agreement and any other application of such term or provision shall not be affected thereby.

 

9. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof including the Wang Settlement Agreement, and may not be modified or amended nor may any right be waived except by an agreement in writing which signed by the parties hereto. The parties hereby agree that all prior or contemporaneous oral or written understandings, agreements or negotiations relative to the subject matter hereof are merged into and revoked by this Agreement.

 

9. All provisions of this Agreement shall be interpreted according to their fair meaning and shall not be strictly construed against any party.

 

10. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which, taken together, shall constitute one agreement. An original signature or copy thereof transmitted by facsimile shall constitute an original signature for purposes of this Agreement.

 

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.

 

COMPANY  
   
Alberton Acquisition Corporation  
     
By: /s/ Guan Wang  
Name: Guan Wang  
Title: Chief Executive Officer  
     
SOLARMAX  
   
SolarMax Technology, Inc.  
     
By: /s/ David Hsu  
Name: David Hsu  
Title: Chief Executive Officer  
     
INITIAL SHAREHOLDERS  
   
HONG YE  
   
Hong Ye Hong Kong Shareholding Co., Limited  
     
By: /s/ Guan Wang  
Name: Guan Wang  
Title: Director  
     
Bin (Ben) Wang  
   
/s/ Bin (Ben) Wang  
   
Keqing (Kevin) Liu  
   
/s/ Keqing (Kevin) Liu  

 

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Appendix A

 

Initial Shareholders

 

Name of Initial Shareholders

  Shares Currently Owned     Shares to Be Cancelled  
Hong Ye Hong Kong Shareholding Co., Limited     1,658,319 (1)     300,000  
Keqing (Kevin) Liu     958,959       400,000  
Bin (Ben) Wang     494,480       100,000  
Total     3,111,758       800,000  

 

(1) Includes 329,760 shares included in the private units and does not include 44,467 shares to be issued for cancellation of warrants and warrant rights.

 

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Appendix B

 

List of Debtors

 

Name   Outstanding Indebtedness     Amount for Conversions    

Remaining Balance

 
Global Nature Investment Holdings Limited   $ 1,648,800     $ 824,400     $ 824,400  
Qingdao Zhongxin Huirong Distressed Asset Disposal Co., Ltd   $ 100,000     $ 50,000     $ 50,000  
Hong Ye Hong Kong Shareholding Co., Limited   $ 1,535,640     $ 676,820     $ 676,820  
Total   $ 3,102,440     $ 1,551,220     $ 1,551,220  

 

 

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Exhibit 10.5

 

BACKSTOP AGREEMENT

 

This AGREEMENT (this “Agreement”) is made as of this [ ] day of August, 2021 by and between Alberton Acquisition Corporation, a British Virgin Islands exempted company (the "Company”) and ________________ (“Buyer”).

 

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

 

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

 

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

 

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

 

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

 

ARTICLE I

Purchase and Closing

 

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

 

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

 

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

 

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ARTICLE II

Representations and Warranties of the Company

 

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

 

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

 

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

 

ARTICLE III

Representations and Warranties of the Buyer

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

ARTICLE IV

Acknowledgement; Waiver

 

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

 

ARTICLE V

Miscellaneous

 

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

 

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

 

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

 

 

 

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

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

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

  [BUYER]
     
  By:  
  Name:  
  Title:  
Address:   

 

 

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Exhibit 10.6

 

STOCK PURCHASE AGREEMENT

 

This AGREEMENT (this “Agreement”) is made as of this 11th day of August, 2021 by and between Alberton Acquisition Corporation, a British Virgin Islands exempted company (the "Company”) and JSDC Investment LLC (“Buyer”).

 

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

 

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

 

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

 

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

 

ARTICLE I

Purchase and Closing

 

Section 1.01 Immediately prior to, but subject to the completion of, the closing of the transactions contemplated by the Merger Agreement (the “Closing”), the Buyer shall purchase from the Company and the Company shall sell to the Buyer, the number of no par value ordinary shares (the “Shares”) of the Company equal to (i) Six Million U.S. Dollars ($6,000,000) (the “Purchase Price”) divided by (ii) the Redemption Price. The “Purchase Price per Share” is $6,000,000 divided by the number of shares being issued. At the Closing, Buyer shall pay the Purchase Price to the Company by wire transfer of immediately available funds as provided in Section 1.02. For the purpose of this Agreement, “Redemption Price” means an amount equal to price at which one share of the Company’s ordinary share is redeemed or converted pursuant to the redemption provided in connection with the Merger as set forth in the amended and restated memorandum and articles of association of the Company (as equitably adjusted for stock splits, stock dividends, combinations, recapitalization and the like after the closing of the Merger).

 

Section 1.02 The Company shall provide written notice (which may be given via email) to the Buyer (the “Closing Notice”) that the Company and SolarMax reasonably expect the Closing to occur on a date specified in the notice (the “Scheduled Closing Date”) that is not less than three business days from the date of the Closing Notice, which Closing Notice shall contain wire instructions for trust account (the “Trust Account”)_pursuant to the Investment Management Trust Agreement dated October 23, 2018 between the Company and Continental Stock Transfer & Trust Company (the “Trustee”). At least two business days prior to the Scheduled Closing Date (unless otherwise agreed to by the Company and SolarMax), the Buyer shall deliver to the Trustee the Purchase Price by wire transfer of United States dollars in immediately available funds. The wire transfer shall identify the Buyer, and unless otherwise agreed by the Company the funds shall be wired from an account in the Buyer’s name. Upon the Closing, the Company shall provide instructions to the Trustee to release the funds in the Trust Account to the Company against the issuance by the Company’s transfer agent of the Shares to the Buyer, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in book-entry form. If this Agreement is terminated prior to the Closing and any funds have already been sent by the Buyer to the Trust Account, then promptly after such termination, the Company will instruct the Trustee to promptly return such funds to the Buyer. In the event that the consummation of the Transaction does not occur on the Scheduled Closing Date specified in the Closing Notice or within five (5) business days thereafter, unless otherwise agreed to in writing by the Company and the Buyer, the Company shall promptly cause the Trustee (but in no event later than four (4) business days after the Scheduled Closing Date specified in the Closing Notice) return the Purchase Price so delivered by Buyer to the Trustee by wire transfer in immediately available funds to the account specified by Buyer, and any book entries shall be deemed cancelled. The Shares will be issued in book entry form, although the Buyer has the right to request a physical certificate after the Closing. In the event that the Purchase Price is refunded to the Buyer pursuant to this Section 1.02, this Agreement shall remain in effect and the Buyer shall pay the Purchase Price as provided in this Section 1.02 upon delivery of a subsequent Closing Notice.

 

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Section 1.03. Simultaneously with the execution and delivery of this Agreement, Buyer is delivering to the Company a duly completed and executed U.S. Internal Revenue Service Form W-9 or appropriate Form W-8.

 

ARTICLE II

Representations and Warranties of the Company

 

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

 

Section 2.01 Organization. The Company is duly formed in the jurisdiction of its organization and, upon completion of the Redomestication will be a corporation organized, existing and in good standing under the laws of the State of Nevada, and has the requisite corporate power and authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby and thereby.

 

Section 2.02. Authorization for the Shares. The Shares have been duly authorized and when issued and delivered to the Buyer against full payment therefor in accordance with the terms of this Agreement, the Shares will be validly issued, fully paid and non-assessable, free and clear of all liens or other restrictions (other than those arising under this Agreement or applicable securities laws or that incurred by the Buyer) and will not have been issued in violation of or subject to any preemptive or similar rights created under the Company’s organizational documents.

 

Section 2.03 Authority; Non-Contravention. This Agreement has been validly authorized, executed and delivered by the Company and assuming the due authorization, execution and delivery thereof by the other parties hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Company does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Company is a party which would prevent the Company from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Company is subject.

 

Section 2.04 No Broker. Neither the Company nor SolarMax has entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other person to any broker’s or finder’s fee or any other commission or similar fee in connection with the transactions contemplated by this Agreement.

 

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ARTICLE III

Representations and Warranties of the Buyer

 

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

 

Section 3.01 Organization. If an entity, the Buyer has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. The execution, delivery and performance by the Buyer of this Agreement are within the powers of the Buyer, have been duly authorized and will not constitute or result in a material breach or default under or conflict with any law, statute, rule or regulation applicable to the Buyer, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Buyer is a party or by which the Buyer is bound, and, if the Buyer is not an individual, will not violate any provisions of the Buyer’s organizational documents. The signature on this Agreement is genuine, and the signatory, if the Buyer is an individual, has legal competence and capacity to execute the same or, if the Buyer is not an individual the signatory has been duly authorized to execute the same.

 

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

 

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

 

Section 3.04 Accredited Investor.

 

(a) Buyer is an accredited investor, as defined in Rule 501 of the SEC pursuant to the Securities Act and has completed and initialed the accredited investor questionnaire included as Exhibit A to this Agreement.

 

(b) Buyer is acquiring the Shares only for its own account and not for the account of others, and not on behalf of any other account or person or with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act. The Buyer is not an entity formed for the specific purpose of acquiring the Shares.

 

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

 

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

 

Section 3.06 Securities Law Compliance. The Buyer understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares issued at the Closing have not been registered under the Securities Act. The Buyer understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the Buyer absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates (if any) or any book-entry shares representing the Shares issued at the Closing shall contain a legend or restrictive notation to such effect. The Buyer understands and agrees that the Shares, until registered under an effective registration statement, will be subject to transfer restrictions and, as a result of these transfer restrictions, the Buyer may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The Buyer understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. The Buyer understands that, because the Company is a shell corporation, the Buyer will not be eligible to use Rule 144 promulgated under the Securities Act for at least one year after “Form 10” information relating to the Merger has been filed with the SEC. The Buyer is not subject to the “Bad Actor” disqualification, as such terms is defined in Rule 506 of Regulation D, promulgated under the Securities Act. The Buyer understands that the Shares will be issued in book entry form.

 

Section 3.07 Risks of Investment.

 

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

 

(b) The Buyer is aware that the Purchase Price per Share (i) represents a premium over the $10.50 price at which the Company’s shares are being issued to the stockholders of SolarMax pursuant to the Merger Agreement and (ii) represents a premium over the price at which holders of notes in the principal amount of $1,551,220 are to be converted, of which notes in the principal amount of $676,820 are held by the Company’s Sponsor, Hong Ye Hong Kong Shareholding Co., Limited, which price is ten times the average trading price of the rights of the Company during a period of 25 trading days ending on the second trading day prior to mailing of the final proxy statement to the Company’s shareholders in connection with the special meeting at which the Merger Agreement is being voted on by the Company’s shareholders.

 

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

 

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

 

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

 

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

 

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

 

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

 

 

[1] A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.
[2] Theimmediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws.
[3] A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure

 

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ARTICLE IV

Registration Rights

 

Section 4.01 Demand Registration Rights. The Company hereby agrees with the Buyer or its permitted transferees (collectively, the “Holders”) that at any time after the Closing, upon the written notice of the Holders holding a majority of the Shares sold pursuant to this Agreement (the “Requesting Holders”), the Company shall, within forty-five (45) days of receipt of such written notice (the “Demand Notice”), file a registration statement under the Securities Act providing for the proposed resale of such Shares (the “Requested Shares”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Shares; provided that the Company shall not be obligated to effect any such registration under any one of the following conditions:.

 

(a) After the Company has effected two (2) such registrations pursuant to this Section 4.01 and each such registration has been declared or ordered effective;

 

(b) If any such Requesting Holders may dispose of shares of Registrable Securities pursuant to an effective registration statement on Form S-3 under the Securities Act as in effect on the date hereof or any successor form under the Securities Act (“Form S-3”); or

 

(c) The Company shall not undertake, or be required to undertake, any action to qualify, register or list any securities on any exchange other than the exchange on which its securities are traded at the time.

 

(d) In the event that an updated financial statements are required to file such registration statement, the Company can, at its sole discretion, defer the filing date of the registration statement beyond the forty-five (45) days of receipt of the Demand Notice until ten days after the Company has filed an annual or quarterly report, as the case may be, with such updated financial statements.

 

(e) The Company shall not be required to register any shares pursuant to this Section 4.01 or Section 4.02 which are not Registrable Shares. Registrable Shares shall mean and include the shares of Common Stock issued as part of the PIPE financing of which this agreement is a part, provided, however, that shares of Common Stock will cease to be Registrable Shares when (A) they have been effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them or disposed of pursuant to Rule 144, (B) they are or may be freely traded without registration pursuant to Rule 144, or (C) they have been otherwise transferred and new certificates for them not bearing a restrictive legend have been issued by the Company and the Company shall not have “stop transfer” instructions against them.

 

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 Section 4.02 “Piggyback” Registration Rights. The Company hereby agrees with the Holders that at any time after the Closing, if the Company shall determine to proceed with the preparation and filing of a new registration statement under the Securities Act in connection with a proposed offer and sale of any of its securities by it or any of its security holders (other than (a) a registration statement on Form S-4, S-8 or other limited purpose form, the Company will give written notice of its determination to all Holders. Upon the written request from any Holders (the “Requesting Piggyback Holders”), within 10 days after their receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Shares covered by such request (the “Requested Piggyback Shares”) held by the Requesting Piggyback Holders to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Piggyback Shares. If any registration pursuant to this Section 4.02 shall be underwritten in whole or in part in connection with an underwritten offering by the Company or its securities, the Company may require that the Requested Piggyback Shares be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Piggyback Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling shareholders; provided, that the representations by the Requesting Piggyback Holders shall be limited to matters relating to its ownership or the Shares being registered and related matters. If the managing underwriter of such public offering advises the Company that the inclusion of any or all of the Requested Piggyback Shares would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the securities offered by the Company, the number of shares of Requested Piggyback Shares otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Piggyback Holders and all other holders of piggyback registration rights with respect to the Company’s shares who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. Registration pursuant to this Section 4.02 shall not be deemed to be a demand registration as described in Section 4.01 above. The Company’s obligations under this Section 4.02 shall not apply to the shares held by a Holder after the earlier of (a) three (3) years from the date of this Agreement, (b) the date that such shares held by a Holder have been sold pursuant to Rule 144 or an effective registration statement, and (c) such time as such shares held by a Holder are eligible for immediate resale pursuant to Rule 144.

 

Section 4.03 Registration Procedures. To the extent required by Sections 4.01 and 4.02, the Company will:

 

(a) prepare and file with the SEC a registration statement with respect to such securities, and use its commercially reasonable efforts to cause such registration statement to become effective as promptly as practicable after the filing thereof;

 

(b) prepare and file with the SEC such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective;

 

(c) use its commercially reasonable efforts to register or qualify the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as the Holders may reasonably request in writing within 20 days following the original filing of such registration statement, except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified;

 

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(d) notify the Holders, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;

 

(e)  prepare and file with the SEC, promptly upon the request of any Holders, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holders (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the distribution of ordinary shares by such Holders;

 

(f)  prepare and promptly file with the SEC and promptly notify such Holders of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading; and

 

(g)  advise the Holders, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose.

 

It is a condition precedent to the obligations of the Company to take any action pursuant to this Article IV that the Requesting Holders shall cooperate with the Company in providing the information necessary to effect the registration of their Registrable Shares, including completion of customary questionnaires and furnishing of information regarding itself, the securities of the Company held by it and intended method of disposition as shall be reasonably requested in writing by the Company. Failure to do so will at minimum result in exclusion of such Holders’ Shares from the registration statement.

 

Section 4.04 Expenses. To the extent required by Sections 4.01 and 4.02, the Company will:

 

(a) Subject to Section 4.04(b), with respect to the any registration required pursuant to Sections 4.01 and 4.02 hereof, all reasonable fees, costs and expenses of and incidental to such registration, inclusion and public offering (as specified in paragraph (b) below) in connection therewith shall be borne by the Company. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration process begun pursuant to this Section 4.04 if the registration request is subsequently withdrawn at the request of the Holders or any subset thereof, unless the Holders agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Section 4.01.

 

(b) The fees, costs and expenses of registration to be borne by the Company as provided in paragraph (a) above shall include, without limitation, all registration, filing, and FINRA fees, printing expenses, fees and disbursements of counsel and accountants for the Company, and all legal fees and disbursements and other expenses of complying with state securities or blue sky laws of any jurisdictions in which the securities to be offered are to be registered and qualified (except as provided in 4.04(a) above). Fees and disbursements of counsel and accountants for the Holders and any other expenses incurred by the Holders not expressly included above, including any underwriting discounts and selling commissions or other amounts payable to underwriter(s) or broker(s) in connection with the sale or disposition of the Holders’ Shares, shall be borne by the Holders or the applicable Holders (as the case may be) on a pro rata basis.

 

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ARTICLE V

Acknowledgement; Waiver

 

Section 5.01 Acknowledgement; Waiver. Buyer (i) acknowledges that the Company may possess or have access to material non-public information which has not been and will not be communicated to Buyer; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against the Company or any of its officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transactions contemplated by this Agreement, including without limitation, any such claims arising under the securities or other laws, rules and regulations, and (iii) is aware that the Company is relying on the foregoing acknowledgement and waiver in clauses (i) and (ii) above, respectively, in connection with the transactions contemplated by this Agreement.

 

ARTICLE VI

Miscellaneous

 

Section 6.01 Termination. This Agreement shall terminate on the earlier of (i) the closing of the Merger, (ii) the date the Merger Agreement is terminated, and (iii) the last day by which the Company must complete a business combination, which is presently October 26, 2021

 

Section 6.02 Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile transmission, and any such executed facsimile copy shall be treated as an original.

 

Section 6.03 Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of New York. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall federal or state court sitting in the City, County and State of New YOrk and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

 

Section 6.04 Remedies Cumulative. Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement. Accordingly, Buyer hereby agrees that the Company is entitled to an injunction prohibiting any conduct by the Buyer in violation of this Agreement and the Buyer shall not seek the posting of any bond in connection with such request for an injunction. Furthermore, in any action by the Company to enforce this Agreement, Buyer waives its right to assert any counterclaims and its right to assert set-off as a defense. The prevailing party agrees to pay all costs and expenses, including reasonable attorneys' and experts' fees that such prevailing party may incur in connection with the enforcement of this Agreement.

 

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Section 6.05 Severability. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated

 

Section 6.06 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.

 

Section 6.07 Headings. The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.

 

Section 6.08 Entire Agreement; Changes in Writing. This Agreement constitutes the entire agreement among the parties hereto and supersedes and cancels any prior agreements, representations and warranties, whether oral or written, among the parties hereto relating to the transaction contemplated hereby. Neither this Agreement nor any provision hereof may be changed or amended orally, but only by an agreement in writing signed by the other party hereto.

 

Section 6.09 Further Assurances. If at any time any of the parties hereto shall consider or be advised that any further documents or actions are necessary or desirable to vest, perfect or confirm of record or otherwise the rights, title or interest in or to the Shares or under or otherwise pursuant to this Agreement, the parties hereto shall execute and deliver such further documents or take such actions and provide all assurances and to take and do all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in or to the Shares or under or otherwise pursuant to this Agreement.

 

Section 6.10 Notice. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered by email, with evidence of delivery, (iii) one business day after being sent, if sent by reputable, internationally recognized overnight courier service that provides evidene of delivery or attempted delivery, or (iv) three (3) business days (five (5) business days for overseas) after being mailed, if sent by registered or certified mail, prepaid and return receipt requested, in each case to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):

 

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If to the Purchaser or Merger Sub at or prior to the Closing, to:

 

Alberton Acquisition Corporation
Room 1001, 10/F, Capital Center

151 Gloucester Road

Wanchai, Hong Kong

Attn: Guan Wang

Telephone:

Email:

 

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

 

Hunter Taubman Fischer & Li LLC

1450 Broadway; 26th floor

New York, New York 10018

Attn: Arila Zhou, Esq.

Telephone No. (212) 530-2232

Email:azhou @htflawyers.com

With a copy to:

SolarMax Technology, Inc.
3080 12th Street

Riverside, California 92507
Attn: David Hsu, CEO
Email: DavidH@solarmaxtech.com

Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
Attn: Asher S. Levitsky PC.
Telephone No.: (646) 895-7152

Email: alevitsky@egsllp.com

 

If to the Company after the Closing:

SolarMax Technology, Inc.
3080 12th Street

Riverside, California 92507
Attn: David Hsu, CEO
Email: DavidH@solarmaxtech.com

 

Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
Attn: Asher S. Levitsky PC.
Telephone No.: (646) 895-7152

Email: alevitsky@egsllp.com

 

Notice to the Buyer shall be given to the address underneath the Buyer’s name on the signature page hereto to the attention of the person who executed this Agreement on behalf of the Buyer.

 

 

Section 6.11 Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants and represents that it has read the Prospectus and understands that the Company has established a trust account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the Company’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or (iv) to the Company after or concurrently with the consummation of a Business Combination.

 

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

 

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

 

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

 

  JSDC INVESTMENT LLC
   
  By: /s/ Jason Mo          
  Name: Jason Mo
  Title:

Chief Executive Officer

  Email:  Jasonm@blonmedicaltech.com
  Address of Buyer: 4248 Sapphire Hill Lane
Chino Hills, CA 91709

    

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Exhibit A

 

Accredited Investor Questionnaire

 

_____ A natural person whose individual net worth or joint net worth with Buyer’s spouse, at the time of this purchase exceeds $1,000,000. For the purposes of calculating joint net worth, joint net worth can be the aggregate net worth of the investor and spouse or spousal equivalent; assets need not be held jointly to be included in the calculation. Reliance on the joint net worth standard of this paragraph (a)(5) does not require that the securities be purchased jointly. (PLEASE NOTE: In calculating net worth, you include all of your assets (other than your primary residence), whether liquid or illiquid, such as cash, stock, securities, personal property and real estate based on the fair market value of such property MINUS all debts and liabilities (other than indebtedness secured by your primary residence, up to the estimated fair market value of the primary residence, unless the borrowing occurs in the 60 days preceding the purchase of the Units and is not in connection with the acquisition of the primary residence. In such cases, the debt secured by the primary residence must be treated as a liability in the net worth calculation.). In the event any incremental mortgage or other indebtedness secured by your primary residence occurs in the 60 days preceding the date of the purchase of the Units, the incremental borrowing must be treated as a liability and deducted from your net worth even though the value of your primary residence will not be included as an asset. Further, the amount of any mortgage or other indebtedness secured by your primary residence that exceeds the fair market value of the residence should also be deducted from your net worth);

 

_____ A natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with Buyer’s spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

 

_____ A director or executive officer or manager of the Company.

 

_____ A natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph, the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual’s comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable. Note: The Commission will designate professional certifications or designations or credentials for purposes of this item, by order, after notice and an opportunity for public comment. The professional certifications or designations or credentials currently recognized by the Commission as satisfying the above criteria will be posted on the Commission’s website.

 

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_____ A natural person who is a “knowledgeable employee,” as defined in in rule 3c5(a)(4) under the Investment Company Act of 1940, of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act.

 

_____ A “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investmen.

 

_____ A“family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements of a family office above and whose prospective investment in the issuer is directed by such family office .

 

_____ Any bank as defined in section 3(a)(2) of the Securities Act or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors.

 

_____ Any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934.

 

_____ Insurance company as defined in section 2(13) of the Securities Act.

 

_____ Investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act.

 

_____ Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958.

 

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_____ Employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors.

 

_____ Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940.

 

_____ Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, partnership, or limited liability company not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000.

 

_____ Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Commission under the Securities Act.

 

Any entity, of a type not listed above, not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000. For the purposes this item, “investments” is defined in rule 2a51-1(b) under the Investment Company Act of 1940.

 

_____ Any entity in which all of the equity owners are accredited investors (i.e., all of the equity owners meet one of the tests for an accredited investor1).

 

_____ Any Individual Retirement Account (IRA) for the benefit of an accredited investor2.

 

 

 

1 If the Purchase is an accredited investor because all equity owners are accredited investors, each equity owner should complete an accredited investor questionnaire and should provide a copy of his or her license or passport.
2 The tests for an accredited investor who is an individual are the first five tests on this Exhibit A.

 

 

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Exhibit 10.7

 

August 11, 2021

 

CITIKING INTERNATIONAL LIMITED

 

02 18/F ALLICE -136

CONNAUGHT RD. CENTRAL SHEUNG WAN,

HONG KONG

 

Re: Investor Relations

 

Ladies and Gentlemen:

 

This letter agreement (the “Agreement”) confirms and memorializes our understanding pursuant to which you agreed to retain Citiking International Limited, a corporation organized under the laws of Hong Kong (the “Advisor”) to render investor relations services to Alberton Acquisition Corp., a company incorporated under the laws of the Virgin Islands, or its successor upon and following the consummation of a business combination ( the “Company”), and to generally act as your investor relations consultant for the Asian market on the terms set forth below. The Advisor and the Company are collectively referred to as the “Parties” and each, individually, as a “Party”

 

1. The Advisor undertakes as follows:

 

1.1 To act as the Company’s investor relations counsel and perform the services (“Services”) agreed between the parties during the term of this Agreement.

 

1.2 To conduct its business and perform its undertakings under this Agreement in a manner aimed to maximize the corporate communications and financial communications in the Asian market benefits for the Company.

 

1.3 To receive the Company’s express approval for any action taken by the Advisor with respect to those Services involving communication with any third party or dissemination of any information to the public, including, inter alia, all investor communications, financial communications, press releases and all other materials prepared on its behalf, prior to such communication or dissemination, and to act in accordance with any restraints contained in such approval given by the Company.

 

1.4 To handle any information furnished to the Advisor by the Company in a discreet fashion, to maintain it in a manner that will ensure its safe and secure storage, and to use such information solely for the purpose of providing the Services in accordance with the terms of this Agreement.

 

1.5 To provide the Company with the Services in compliance with all laws and/or regulations governing the distribution of information by a company listed on a U.S. Stock Exchange to third parties and particularly all laws and/or regulations governing the handling and use of material, non-public information regarding such a company. All services rendered by the Advisor shall be performed in Asia

 

1.6 The Advisor shall not perform any services which require registration with or approval by or submission of materials to the United States Securities and Exchange Commission, the Financial Industry Regulatory Authority (FINRA) or any state securities commission or agency.

 

 

 

 

2. The Advisor hereby declares and represents the following:

 

2.1 That it has all the experience, expertise, facilities, means, and working relations necessary for fulfilling to the fullest extent its undertakings as set forth in this Agreement.

 

2.2 That it holds valid, suitable and reasonable insurance policies appropriate to its undertakings as set forth herein and that it has not been refused any insurance policy by any insurance agency regarding such policies.

 

2.3 That is holds all licenses and permit necessary for it to perform its obligations under this Agreement.

 

3. The Advisor agrees to provide such time and attention as is necessary to perform the Services to the reasonable satisfaction of the Company. The Company is aware that the Advisor is in the publicity and financial communications business generally, and that the Advisor has other clients whose interests it promotes. Nevertheless, the Advisor will not provide services in a fashion which may result in a breach of its undertakings and representations herein, in particular the obligations of confidentiality pursuant to Section 8, and/or which may result in a conflict of interest between the Advisor and the Company.

 

4. In order to enable the Advisor to furnish the Services to the Advisor effectively and to promote and publicize the Company’s business to its best advantage, the Company agrees to cooperate with the Advisor by furnishing the Advisor, upon reasonable request, with information or samples as necessary to provide the Services to the Company. The parties agree that the Services will be performed within reasonable time frames, if possible. No extension of time or indulgence by either party to the other, however, shall be deemed in any way to affect, prejudice or derogate from the rights of such party in any respect under this Agreement, nor shall it in any way be regarded as a waiver of any rights hereunder, or a novation of this Agreement. In no event will the Company provide the Advisor with material non-public information.

 

5. In consideration for the Advisor’s agreement to provide the Services, the Company agrees to issue a total of 200,000 ordinary shares (the “Shares”) of the Company, or shares of the common stock of the Company following the Merger, of which, 50,000 shares shall vest at the closing of an initial business combination (the “Closing”), 50,000 shares shall vest at the first anniversary of the Closing, 50,000 shares shall vest at the second anniversary of the Closing and 50,000 shares shall vest at the third anniversary of the Closing. At the Closing, the Company shall issue four certificates, each for 50,000 shares, of which one certificate shall be delivered to the Advisor and three certificates shall be delivered to a mutually acceptable escrow agent, who shall deliver to the Advisor one certificate for 50,000 shares on each of the vesting dates; provided, however, that if the Advisor terminates this Agreement or if the Company terminates this Agreement as a result of a breach by the Advisor of the provisions of Section 1.6 or Section 8 all unvested shares shall be returned to the Company for cancellation. The Advisor hereby irrevocably consents to the cancellation of shares pursuant to this Section 5, and the Company and its transfer agent may rely on this Section 5 in cancelling any shares to be cancelled pursuant to this Section 5.

 

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6. The initial term of this Agreement shall commence on the date of the Closing and continue until the fourth anniversary of the Closing, and can be terminated earlier by either party under the terms of section 7 of this agreement.

 

7.  Either party may terminate this Agreement upon providing written notice of termination to the other party for any reason at any time. Any such termination shall be effective on the seventh day following the date such written notice is delivered (“Termination Date”). This termination right will supersede any reference to a term of the agreement detailed in Section 6.

 

8. For the purposes of this Agreement, “Confidential Information” means all verbal, written, electronically transmitted and/or machine reproduced information, data, documents, methods, trade secrets, non-public financial information, including projections and preliminary financial information and non-GAAP financial information, information relating to potential agreements and business transactions, letters of intent, technology and know-how of or relating to the business of the Company already provided or disclosed by the Company to the Advisor or which will be provided to the Advisor under this Agreement, and all internal materials, data, results, reports and other documents generated by or on behalf of the Advisor containing or regarding such information, data, documents, methods, trade secrets, financial information, technology and/or know-how.

 

8.1 During the term of this Agreement, the Company shall supply the Advisor with such Confidential Information (other than material non-public information), as the Company considers useful for the purpose of enabling the Advisor to perform the Services. The Advisor shall not use or allow the use of the Confidential Information for any other purpose.

 

8.2 The Advisor shall not have any obligation hereunder with respect to any Confidential Information which the Advisor can demonstrate: (i) at the time of disclosure by the Company to the Advisor, is already available or known to the public; (ii) after disclosure by the Company to the Advisor, becomes available or known to the public through no breach of this Agreement by the Advisor; (iii)is already lawfully in the possession of the Advisor at the time disclosure hereunder was made by the Company to the Advisor and such possession is documented by written evidence; or (iv) is received by the Advisor from a third party having the right to disclose same and who is not bound by a confidentiality agreement in favor of the Company.

 

8.3 If the Advisor becomes aware or has knowledge of any unauthorized use or disclosure of Confidential Information, it shall promptly notify the Company of such unauthorized use or disclosure and, thereafter, shall take all reasonable steps to assist the Company in attempting to minimize any potential or actual damages or losses resulting from such unauthorized use or disclosure.

 

8.4 Upon receipt of a written request from the Company (or upon termination of this Agreement), the Advisor shall promptly return to the Company all Confidential Information, including all reproductions and copies thereof together with all internal material and documents generated by the Advisor containing Confidential Information or references the thereto.

 

8.5 The Advisor agrees that it shall not claim to have any rights, title or ownership in the Confidential Information or any materials based on or derived from the Confidential Information, and that all rights, title and ownership in the Confidential Information or any materials based on or derived from the Confidential Information shall, as between the parties, rest in the Company.

 

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8.6 All work prepared by the Advisor in the course of performing the Services and all documents or other material containing such work shall be owned by the Company and shall be transferred to the Company upon request or termination of this Agreement. The Advisor agrees to assign (and does hereby assign) to the Company the sole and exclusive ownership in all such work and to sign all documents and do all things required to give effect thereto. Without limiting the generality of the foregoing, the Advisor shall provide the Company with copies of all contact lists and materials developed for the Company during the performance of the Services, from time to time upon request, and upon termination of this Agreement.

 

8.7 The Advisor agrees that its violation or threatened violation of any of the provisions of this Section 8 shall cause immediate and irreparable harm to the Company. In the event of any breach or threatened breach of any of said provisions, the Advisor consents to the entry of preliminary and permanent injunctions by a court of competent jurisdiction prohibiting the Advisor from any violation or threatened violation of such provisions and compelling the Advisor to comply with such provisions. This Section 8 shall not affect or limit, and the injunctive relief provided in this Section 8 shall be in addition to, any other remedies available to the Company at law or in equity or in arbitration for any such violation by the Advisor. This Section 8 shall survive any termination of this Agreement and the Advisor’s engagement+.

 

8.8 The provisions of this Section 8 shall survive the termination of the Agreement until all of the Confidential Information has fallen within one of the exceptions set forth in Section 8.2 (a) through (d).

 

9. All persons employed by the Advisor shall be under the sole and exclusive direction and control of the Advisor and shall not be considered employees of the Company for any purpose. The relationship between the Company and the Advisor is that of independent contractors. Neither Party will, for any purpose, be deemed to be an agent of the other Party. Neither party will have any right or authority to assume or create any obligations or to make any representations or warranties, whether express or implied, on behalf of the other party. Nothing contained in this Agreement shall be construed or implied to create the relationship of partners, joint venturers, agent and principal, employer and employee, or any relationship other than that of independent contractors.

 

10. This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws of the State of New York, without giving effect to its choice of law principles. Any dispute, controversy or claim arising out of or related to this agreement, or the breach, termination or invalidity thereof, shall be determined by arbitration in New York in accordance with the rules of the American Arbitration Association. The arbitration award shall be final and binding, and judgment thereon may be entered in any court having jurisdiction. Unless otherwise agreed by the Parties in writing, the arbitration shall be held in New York, United States.

 

11. This Agreement sets forth the entire agreement and understanding between the Parties and supersedes all prior or contemporaneous written or oral agreements, promises, representations, understandings, letters of intent and negotiations, between the Parties with respect to the subject matter of this Agreement. This Agreement may not be modified or amended, nor may any right be waived, except by a written instrument which expressly refers to this Agreement, states that it is a modification or amendment of this Agreement or a waiver and is signed by authorized officers of both Parties to this Agreement in the case of an amendment or modification, or, in the case of waiver, by the Party granting the waiver. No course of conduct or dealing or trade usage or custom and no course of performance shall be relied on or referred to by any Party to contradict, explain or supplement any provision of this Agreement, it being acknowledged by the Parties to this Agreement that this Agreement is intended to be, and is, the complete and exclusive statement of the agreement with respect to its subject matter. Any waiver shall be limited to the express terms thereof and shall not be construed as a waiver of any other provisions or the same provisions at any other time or under any other circumstances. No delay or failure by either Party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other rights

 

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14. If any of the terms or provisions of this Agreement is hereafter construed to be invalid or unenforceable, whether in whole or in part, the same shall not affect the remainder of any such terms or provisions, all of which shall be given full force and effect.

 

Kindly indicate your agreement to the above by signing the duplicate copy of this letter agreement in the space provided for below and returning it to the undersigned.

 

  Signed by
   
  CITIKING INTERNATIONAL LIMITED
   
  By: /s/ Wei Lou                                        
  Name:  Wei Lou
  Title: General Manager

 

Accepted and agreed to by the undersigned on behalf of itself and its subsidiaries and affiliates as of this 11th day of August, 2021:  
   
ALBERTON ACQUISTION CORPORATION  
   
By: /s/ Guan Wang  
Name:  Guan Wang  
Title: Chief Executive Officer  

 

 

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