Exhibit 99.1

Scienjoy to Acquire Top-tier Online Live Streaming Platform Hongle.tv and Expand NFT Business Scope

BEIJING, Dec. 29, 2021 /PRNewswire/ -- Scienjoy Holding Corporation (“Scienjoy”, the “Company”, or “We”) (Nasdaq: SJ), a leading live entertainment mobile streaming platform in China, today announced that it has entered into an equity acquisition framework agreement (the “Agreement”) to acquire 100% equity interest in Beijing Weiliantong Tech Co., Ltd (“Weiliantong”), which holds Hongle.tv, and 100% equity interest in Golden Shield Enterprises Limited (“Golden Shield”), which holds the NFT business for a total consideration of RMB280 million (approximately US$43.8 million). The objective of the Agreement is to support the Company’s strategic growth initiative of acquiring the top-tier online live streaming platform Hongle.tv and expanding NFT business scope.

Launched in 2016, Hongle.tv is a mobile phone live streaming platform focusing on younger generation at the age of 18 to 25 years old. As of September 30, 2021, the cumulative number of broadcasters and users was 93,729 and over 42 million respectively. According to Analysys’s data, Hongle.tv ranked second in terms of talent show category in the third quarter of 2021.

Pursuant to the Agreement, the aggregate consideration is RMB280 million (approximately US$43.8 million), including RMB180 million (approximately US$28.2 million) in the Company’s Class A ordinary shares and RMB100 million (approximately US$15.6 million) in cash. The Class A ordinary share consideration payments are subject to certain performance conditions and requirements for the two years of 2022 and 2023. As part of the transaction, Junpeng Guo, one of the shareholders of Tianjin Yieryi Technology Co., Ltd. (“Tianjin Yieryi”), will pay Zhihui Qiyuan (Hainan) Investment Co., Ltd., a variable interest entity of the Company, RMB30 million (approximately US$4.7 million) to purchase the 12% equity interest of Tianjin Yieryi held by Zhihui Qiyuan (Hainan) Investment Co., Ltd.. The description of the transaction contained herein is only a summary and is qualified in its entirety by reference to the definitive agreements relating to the transaction, a copy of which will be furnished by the Company with the SEC as an exhibit to a Current Report on Form 6-K.

As the transaction proceeds, the Company will publicly disclose required information either through press releases or SEC filings, as appropriate.

Mr. Victor He, Chairman and Chief Executive Officer of Scienjoy, commented, “We are very excited about the acquisition of Hongle.tv that will complement our existing living streaming platforms in terms of users, products, and functions as it marks our strategic consolidation in the talent show live streaming category. The acquisition will generate significant synergy and enhance the competitive advantages of Scienjoy in the industry. In addition, the acquisition of NFT business will help Scienjoy to continue developing a live streaming Metaverse. Upon completing the acquisition, we believe we are well positioned as a leader in the talent show live streaming to drive further expansion and growth in both live streaming platforms and Metaverse. The Company will further expand its content product offerings to provide users with an enhanced digital community and create more values for stakeholders.”

About Hongle.tv

As a mobile live broadcast platform, Hongle.tv creates free lifestyle live streaming platform for people, which integrates asynchronous social interaction and synchronous real-time video interaction in an entertainment dating mode, and provides users with 7 days and 24 hours entertainment dating services. Hongle.tv’s business scope covers new entertainment and new brokerage across the upstream and downstream industries, it integrates traditional entertainment film and television and brokerage business with the mobile Internet to create an entertainment O2O model with mobile Internet characteristics. Hongle.tv widely adopts AI technology, machine learning, and AR technology to serve the live streaming business, provides broadcasters with beauty and makeup functions and other live room optimization effects. Real-time AI special effects based on face recognition, gesture recognition and other technologies, adding a variety of live interactive gameplay. Hongle.tv’s NFT-based business of virtual items records the status and achievements of the broadcasters and users in the game, saves the list of items they obtain in the game, such as skins and characters. It can also ensure that records cannot be tampered with and can be transferred seamlessly, which guarantees the ownership, authenticity, and uniqueness of virtual items.

About Scienjoy Holding Corporation

Founded in 2011, Scienjoy is a leading mobile livestreaming platform in China, and its core mission is to build a livestreaming service ecosystem to delight and entertain users. With approximately 250 million registered users, Scienjoy currently operates four livestreaming platform brands, including Showself, Lehai, Haixiu, and BeeLive, which features both the Mifeng Chinese version and BeeLive International version. Scienjoy uniquely combines a gamified business approach to livestreaming, in-depth knowledge of the livestreaming industry, and cutting-edge technologies such as blockchain, augmented reality (AR), virtual reality (VR), and big data, to create a unique user experience. Scienjoy is devoted to building a livestreaming Metaverse to provide users with the ultimate immersive experience, a social media network that transcends time and space, a digital community that spans virtual and physical reality, and a content-rich ecosystem. For more information, please visit http://ir.scienjoy.com/.

Safe Harbor Statement

Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements include, without limitation, Company’s expectations with respect to future performance and anticipated financial impacts of the acquisition, the satisfaction of the closing conditions to the acquisition and the timing of the completion of the acquisition. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside the control of the Company and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Agreement relating to the acquisition; (2) the inability to complete the acquisition, including due to failure to satisfy conditions to closing in the Agreement; (3) delays in obtaining or the inability to obtain necessary regulatory approvals required to complete the transactions contemplated by the Agreement; (4) the risk that the acquisition disrupts current plans and operations as a result of the announcement and consummation of the acquisition; (5) the ability to recognize the anticipated benefits of the acquisition; (6) costs related to the acquisition; (7) changes in applicable laws or regulations; and (8) the possibility that Weiliantong or Golden Shield or the Company may be adversely affected by other economic, business, and/or competitive factors. These forward -looking statements are subject to the filings with the Securities and Exchange Commission (“SEC”) made by the Company. Company cautions that the foregoing list of factors is not exclusive and cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, subject to applicable law. The information contained in any website referenced herein is not, and shall not be deemed to be, part of or incorporated into this press release.

Investor Relations Contacts
Ray Chen
VP, Investor relations
Scienjoy Holding Corporation
+86-010-64428188
ray.chen@scienjoy.com 

Tina Xiao
Ascent Investor Relations
+1 (917) 609-0333
tina.xiao@ascent-ir.com 

Exhibit 99.2

Equity Acquisition Framework Agreement

This Equity Acquisition Framework Agreement (this “Agreement”) is entered into by and among the following Parties on December 29, 2021 (the “Execution Date”）in Beijing：

Purchaser:

Scienjoy Holding Corporation（“SHC”）, a limited liability company established in the British Virgin Islands and has been listed on NASDAQ (shares trading code: SJ).

Target Companies:

GOLDEN SHIELD ENTERPRISES LIMITED（“GOLDEN SHIELD”），a limited liability company established in the British Virgin Islands.

Beijing Weiliantong Technology Co., Ltd. (北京微联通技术有限公司) (“Weiliantong”), a limited liability company established in China, which is an affiliate of GOLDEN SHIELD.

Shareholders of Target Companies:

WOLTER GLOBAL INVESTMENT LIMITED (“WOLTER GLOBAL”), a limited liability company established in the British Virgin Islands, which is the sole shareholder of GOLDEN SHIELD.

Tianjin Yieryi Technology Co., Ltd.(天津益尔熠科技有限公司) (“Yieryi”), a limited liability company established in China, which is the sole shareholder of Weiliantong.

Shareholder of Yieryi:

Qingdao Weilaijin Industry Investment Fund Partnership (Limited Partnership) (青岛未来金产业投资基金合伙企业) (有限合伙)（“Weilaijin”）, a limited partnership incorporated in China, which is one of the shareholders of Yieryi, holding 8% equity interest of Yieryi.

Whereas,

NOW, THEREFORE, all Parties have signed this Agreement through friendly negotiation and make agreements with respect to the following terms and conditions on the matters of the transaction.

Article II Transaction

SHC will issue such Share Consideration to WOLTER GLOBAL within ten (10) business days following the Purchaser’s final confirmation with the revenues of Target Companies, provided however that, if the total annual revenue of a Performance Year does not reach the Target Revenue in such year, but is more than 80% (including 80%), then SHC will adjust the number of Shares Consideration issuable for such Performance Year based on the revenue actually achieved by the Target Companies, as follows:

the number of shares issuable = (the actual total annual revenue in the Performance Year / the Target Revenue of such Performance Year ) × (10% of the total Shares Consideration)

For the avoidance of doubt, if the Target Companies fail to achieve 80% of the Target Revenue in a Performance Year, SHC will not be obligated to issue any Share Consideration to WOLTER GLOBAL in such Performance Year.

Article III Closing Precedence to Transaction

The completion of Transaction shall be conditioned upon the followings:

The Purchaser shall have its sole discretion to waive or prolong the execution of the conditions precedent in writing.

Article IV Payment and Delivery of Consideration

Article V Arrangements after Execution Date

Article VI Effectiveness

This Agreement shall become effective upon all Parties’ execution by its authorized representative or with chop (if applicable), subject any approvals, filings or registration as required by relevant governmental authorities as necessary.

Article VII Representations and Warranties

Article VIII Confidentiality

Article IX Force Majeure Event

Article X Liability of Breach

Article XI Governing Law and Dispute Resolution

Article XII Other Matters

The Parties agree that they will use their best efforts in accordance with the principle of good faith to complete any actions required to make this Agreement effective as soon as possible, including but not limited to signing or urging a third party to sign any documents or applications, or obtaining any relevant approval, consent or permission, or completion of any relevant registration and filing. The Parties further agree that after the signing of This Agreement, the Parties can reach a supplementary agreement on matters not covered in This Agreement. If the supplementary agreement is inconsistent with this Agreement, the supplementary agreement shall prevail. The supplementary agreement constitutes an integral part of this Agreement.

Article XIII Modification and Termination

Article XIV Severability

Article XV Miscellaneous

[signature pages to follow]

(Signature Page to Equity Acquisition Framework Agreement)

(Signature Page to Equity Acquisition Framework Agreement)

(Signature Page to Equity Acquisition Framework Agreement)

Shareholders of Yieryi:

Qingdao Weilaijin Industry Investment Fund Partnership (Limited Partnership)

19

Exhibit 99.3

Form of Equity Transfer Agreement

This Equity Transfer Agreement (this “Agreement”) is entered into by and among the following Parties on , 2022 in Beijing, China：

Party A: Tianjin Yieryi Technology Co., Ltd.

Party B: Zhihui Qiyuan (Beijing) Technology Co., Ltd

(In this Agreement, Party A and Party B are hereof referred to as a “Party” and collectively, “Parties”).

Whereas:

1. Party A holds 100% equity interest in Beijing Weiliantong Technology Co., Ltd. (the “Target Company”), corresponding to RMB10 million of the registered capital;

2. Party B is a company actually controlled by Scienjoy Holding Corporation (“SHC”), a company incorporated in the British Virgin Islands;

3. Party A, SHC and certain other parties have entered into the Equity Acquisition Framework Agreement (the “Acquisition Agreement”) on December 29, 2021;

4. In order to complete the transaction under the Acquisition Agreement, Party A intends to enter into this Agreement with Party B to transfer all the equity interest held by Party B in the Target Company.

In order to stipulate the rights and obligations of the Parties, Party A and Party B have reached the following agreements through friendly consultation and in good faith:

Article 1 Subject of Transfer

The equity interest to be transferred by Party A to Party B Under this Agreement shall be 100% of the equity interest held by Party A in the Target Company (corresponding to the fully-paid registered capital of the Target Company of RMB 10 million, hereinafter referred to as the “Target Equity”). So long as the Parties has signed this Agreement, the transfer of Target Equity shall be deemed substantially completed, and Party A will no longer hold or be entitled to any equity interest in the Target Company, while Party B, as the sole shareholder of the Target Company, shall enjoy all of the shareholder’s rights and assume corresponding obligations as provided in the Company’s articles of association.

Article 2 Purchase Price of Equity Transfer and Payment

Both Parties agree that the purchase price for the equity transfer payable by Party B to Party A is RMB13.8 million (as adjusted, hereinafter referred to as the “Purchase Price”), and subject to any applicable terms of the Acquisition Agreement, Party B shall pay the Purchase Price in a lump sum to the following bank account designated by Party A within 15 business days from the date of completion of the registration regarding the transfer of Target Equity:

Beneficiary:

Beneficiary bank:

Account Number:

If the Purchase Price needs to be deducted in accordance with the relevant provisions of the Acquisition Agreement, the amount of deduction shall be RMB1,566,781, and the Purchase Price payable by Party B shall be adjusted to RMB12,234,219. So long as Party B has paid off the Purchase Price accordingly to the above account, Party B’s obligation under this Agreement shall be fully fulfilled. For the avoidance of doubt, SHC’s payment obligation with respect to the applicable “Cash Consideration” under the Acquisition Agreement shall also be deemed as fully fulfilled.

Article 3 Warranties and Covenants of Party A

Article 4 Warranties and Covenants of Party B

Article 5 Amendment, Modification and Rescission

Article 6 Force Majeure

In the event that the agreement cannot be performed or cannot be fully performed due to force majeure (including earthquakes, typhoons, floods, wars and government administrative intervention) and the impact of changes in circumstances, the party encountering the above force majeure or change of circumstances shall immediately notify the other party of the circumstances of the accident in writing, and shall provide the details of the accident and valid proof within fifteen days of the reasons for the non-performance or partial non-performance of the agreement or the need to postpone performance; according to the extent of the impact of the accident on the performance of the agreement, It is up to the parties to decide whether to terminate the agreement through consultation, or to partially exempt the liability for the performance of the agreement, or to postpone the performance of the agreement.

Article 7 Confidentiality

Both parties shall keep all documents and materials relating to this transaction in confidentiality, including this Agreement and all matters described hereto, except for disclosure as required by law or governmental departments, or disclosure to relevant persons who must be aware of the contents of this transaction, and neither Party to the agreement shall disclose such confidential information to any other third party without the prior written consent of the other Party, unless otherwise agreed in the Acquisition Agreement.

Article 8 Liability for Breach of Contract

If any Party breaches any provisions of this Agreement (including, without limitation, as to Party A, such warranties and undertakings made by Party A under Article 3 hereof), it shall, in addition to the continuous performance of this Agreement, promptly and fully compensate the non-breaching Party for direct or indirect losses caused thereto.

Article 9 Applicable Law and Dispute Resolution

Article 10 Miscellaneous

[signature pages to follow]

[Signature Page to Equity Transfer Agreement]

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

Party A: Tianjin Yieryi Technology Co., Ltd. (seal)

Party B: Zhihui Qiyuan (Beijing) Technology Co., Ltd. (seal)

Exhibit 99.4

FORM OF SHARE TRANSFER AGREEMENT

THIS SHARE TRANSFER AGREEMENT, made as of     , 2022 (“Execution Date”) by and among Wolter Global Investment Limited, a limited liability company incorporated in British Virgin Islands (“Wolter Global”, as the “Seller”), and Scienjoy Inc., a limited liability company incorporated in Cayman Islands (“Scienjoy”, as the “Buyer”).

WITNESSETH:

WHEREAS, Wolter Global is the sole shareholder of Golden Shield Enterprises Limited (the “Target Company”), a limited liability company incorporated in British Virgin Islands，and holding 50,000 ordinary shares of the Target Company (the “Shares”);

WHEREAS, Scienjoy is a subsidiary of Scienjoy Holding Corporation (“SHC”), a company incorporated in British Virgin Islands;

WHEREAS, SHC, the Seller and certain other parties have entered into the Share Acquisition Framework Agreement (the “Acquisition Agreement”) on December 29, 2021, pursuant to which SHC will designate Scienjoy to purchase all Shares held by Wolter Global in the Target Company;

WHEREAS, in connection with the consummation of the transactions contemplated by the Acquisition Agreement, the parties hereto desire to enter into this Agreement.

NOW, THEREFORE, in consideration of the agreements and representations contained in this Agreement, the parties agree as follows:

1. Purchase and Sale of the Share. The Buyer hereby agrees to purchase from the Seller and the Seller hereby agrees to sell to the Buyer the Shares, subject to the terms and conditions hereinafter set forth for a consideration as set forth in Acquisition Agreement. On the Execution Date or such other date the parties may mutually agree on, the parties shall execute an Instrument of Transfer in the form attached as Exhibit A, and the Seller (or cause the Target Company) shall deliver the Buyer a certified true copy of register of members of the Target Company reflecting Buyer’s ownership of the Shares.

2. Delivery of Certificates. The certificate(s) representing the Shares purchased hereunder shall be delivered directly to the Buyer within three (3) business days after the Execution Date.

3. Title to Shares. The Seller represents and warrants that it has good and marketable title to the Shares and that it is the registered owner of the Shares; the Shares are free and clear of any lien, encumbrance, security agreement, claim, restriction on sale or transfer (other than restrictions imposed by applicable securities laws), preemptive right, option or any other claim by any person other than the registered owner thereof and that the Seller is entitled to sell the Shares to the Buyer.

4. Purchase Entirely for Own Account. This Agreement is made with the Buyer in reliance upon the Buyer’s representation, which by the Buyer’s execution of this Agreement the Buyer hereby confirms, that the Shares to be purchased by the Buyer (collectively, the “Securities”) will be acquired for investment for the Buyer’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Buyer have no present intention of selling, granting any participation in, or otherwise distributing the same, except in accordance with federal and state securities law.

5. Governing Law and Dispute Resolution. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of PRC, without regard to its choice of law rules. Any dispute, controversy or difference between the Parties arising out of, in connection with or relating to this Agreement shall be resolved through arbitration pursuant to Section 11 of the Acquisition Agreement.

6. Termination. In the event that the transaction contemplated under the Acquisition Agreement is terminated or cancelled, the Buyer shall transfer all the Shares to Seller without any consideration, and parties shall take all necessary actions to complete the formalities regarding such share transfer.

7. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall be deemed to constitute one instrument.

[The Remainder of This Page is Intentionally Blank]

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

Exhibit 99.5

Equity Repurchase Agreement

This Equity Repurchase Agreement (this “Agreement”) is entered into by and among the following Parties on December 29, 2021 (the “Execution Date”）in Beijing：

Party A: Junpen Guo

Party B: Qingdao Weilaijin Industry Investment Fund Partnership (Limited Partnership) (“Weilaijin”)

Executive Partner: Qingdao Zhengnong Equity Investment Management Partnership (Limited Partnership)

Authorized Representatives: Changfu Lu

Party C: Ting Zhao

Party D: Zhihui Qiyuan (Hainan) Investment Co., Ltd

legal representative: Xiaoke Yin

Party E: Tianjin Yieryi Technology Co., Ltd.(“Yieryi”)

legal representative: Junpeng Guo

Whereas:

IN WITNESS WHEREOF, through friendly consultation, the Parties execute this Agreement on the terms and conditions set forth below.

Article 1 Share Repurchase

Article 2 Covenants of Party B

After execution of this Agreement, Party B shall make full cooperation with other parties to enter into all agreements, sign resolutions or any other documents related to this Agreement, and perform the Framework Agreement to effectuate completion of the transaction in relation to acquisition of business under the Framework Agreement.

Article 3 Effectiveness

This Agreement shall become effective upon all Parties’ execution by its authorized representative or with chop (if applicable).

Article 4 Force Majeure Event

Article 5 Liability of Breach

Article 6 Governing Law and Dispute Resolution

Article 7 Modification and Termination

Article 8 Miscellaneous

[signature pages to follow]

[Signature Page to Equity Repurchase Agreement]

Party A: Junpeng Guo

Signature: /s/ Junpeng Guo

Party B: Qingdao Weilaijin Industry Investment Fund Partnership (Limited Partnership)

Executive Partner: Qingdao Zhengnong Equity Investment Management Partnership (Limited Partnership)

Signature of Authorized Representative: /s/ Changfu Lu                            

Party C: Ting Zhao

Signature: /s/ Ting Zhao                                

Party D: Zhihui Qiyuan (Hainan) Investment Co., Ltd

Signature of the legal representative: /s/ Xiaoke Yin                                   

Party E: Tianjin Yieryi Technology Co., Ltd.

Signature of the legal representative: /s/ Junpeng Guo                              

Exhibit 99.6

Purchase and Sale of Equity Interest Agreement

This Purchase and Sale of Equity Interest Agreement (this “Agreement”) is entered into by and among the following Parties on [December 29], 2021 in Beijing, China:

Party A: Zhihui Qiyuan (Hainan) Investment Co., Ltd

Legal representative: Xiaoke Yin

Party B: Junpeng Guo

Party C: Qingdao Weilaijin Industry Investment Fund Partnership (Limited Partnership)

Executive Partner: Qingdao Zhengnong Equity Investment Management Partnership (Limited Partnership)

Party D: Ting Zhao

Party E: Tianjin Yieryi Technology Co., Ltd.

Legal representative: Junpeng Guo

Whereas:

NOW, THEREFORE, in accordance with the Civil Code of the People's Republic of China, the Company Law of the People's Republic of China and other laws and regulations, the Parties, through amicable consultation, enter into this Agreement for performance, as follows:

1. Equity Transfer and Shareholding Structure

The Parties agree that after execution of this Agreement, Party A shall transfer Party B all of the 12% equity interests held by Party A in the Company, and the Parties shall make full cooperation with each other to go through registration procedures regarding such equity transfer in local Administration for Market Regulation (“Equity Transfer Registration”). Upon completion of such registration, Party A will not hold any equity interest in the Company.

After the equity transfer, the Company's shareholding structure is as follows:

2. Equity Transfer Consideration

2.1. The purchase price for equity transfer under this Agreement is RMB30,000,000.

2.2. Payment Schedule: The purchase price shall be paid within 1 year after the completion of Equity Transfer Registration.

3. Rights and Obligations of the Parties

3.1. All parties shall cooperate with each other to complete Equity Transfer Registration and provide all necessary documents and materials as required by the Company.

3.2. Within 30 business days after the receipt of all necessary documents and materials provided by the Parties including the shareholders’ resolutions, the Company shall make filing with and complete the Equity Transfer Registration, including but not limited to change of the shareholders and shareholding structure of the Company, adoption of the revised articles of association of the Company, and further, deliver to the Parties scanned copies of the original and duplicate of the updated business license of the Company.

4. Undertakings and Warranties

4.1. Each party to this Agreement has full capacity for civil rights and civil conduct, and all the necessary qualifications to enter into this Agreement.

4.2. The representative of each Party has been authorized to execute this Agreement in due course.

4.3. The documents and materials provided by all Parties concerned are authentic, accurate and valid.

5. Confidentiality

Each Party warrants to each other that it/he/she will keep all the documents and information received from other Parties in confidentiality, including trade secrets, corporate plans, operational activities, financial information, technical information, business information and other trade secrets, and shall not make it available to the public in the course of discussing, signing and executing this Agreement as it/he/she learned. Each Party shall not disclose all or part of the trade secret to any third party without the consent of the original party providing such information and documents, unless otherwise provided by laws and regulations or as agreed by the parties.

6. Validity

6.1. If any provision of this Agreement is inconsistent with the prior agreements entered into by the parties or articles of association of the Company, this Agreement shall prevail to the extent as agreed by Parties hereunder.

6.2. The Parties can make supplements to this Agreement with respect to any other matters not provided herein through mutual consultation, and shall make written supplementary agreement for all parties’ execution, which will be construed as an integral part of this Agreement. If any provision of the supplementary agreement is inconsistent with this Agreement, such the supplementary agreement shall prevail.

7. Liability of Breach

7.1. If any party violates any provision of this Agreement, supplementary agreement or the articles of association of the Company, it shall indemnify and hold harmless other observing parties from and against any loss or damage arising from or in relation with such breaching party’s breach of the agreements, and the observing parties shall have the right to notify the breaching party in writing to correct or remedy such breaches within a period as so notified, and shall be entitled to require the breaching party to make compensation for the observing party against losses caused by such breaching party due to its violation of agreements.

7.2. All parties shall abide by laws, administrative regulations and the articles of association of the Company and exercise shareholders' rights in accordance with the law and shall not abuse shareholders' rights to harm the interests of the Company or other shareholders. Any party who abuses shareholders' rights and causes losses to the Company or other shareholders shall be liability to make compensation based on the actual losses of the Company or other shareholders.

8. Notice

All notices required to be given by one party to others, as well as the exchange of documents between the parties and the notices and requirements related to this Agreement, can be delivered by letter, fax, telegram, e-mail, mobile phone short message.

The notices or correspondence addresses of the Parties are as follows:

Party A: Zhihui Qiyuan (Hainan) Investment Co., Ltd.

Contact: Xiaoke Yin

Party B: Junpeng Guo

Party C: Qingdao Weilaijin Industry Investment Fund Partnership (Limited Partnership)

Contact: Changfu Lu

Party D: Ting Zhao

Party E: Tianjin Yieryi Technology Co., Ltd

Contact: Junpeng Guo

9. Dispute Resolution

9.1. The conclusion, interpretation and performance of this Agreement shall follow the laws and regulations of the People's Republic of China.

9.2. Any disputes arising out of or relating to the execution and performance of this Agreement shall be resolved by friendly negotiation firstly. In case of failure of agreement or negotiation, the Parties to this Agreement irrevocably agree to submit the dispute to the Beijing Arbitration Commission for arbitration in accordance with the arbitration rules then effective. The arbitral award is final and binding on all Parties.

10. Effectiveness

10.1. This Agreement shall become effective upon signature or seal by Party A, Party B, Party C, Party D and Party E.

10.2. If any term or provision of this Agreement is found to be invalid by law or cannot be enforced due to external reasons, the parties shall cooperate and make corresponding amendments or adaptations to achieve the original intention of the terms or agreements.

10.3. The execution of this Agreement shall replace any oral agreement, agreement or undertaking reached by the Parties with respect to the matters hereunder prior to the execution hereof.

10.4. This Agreement is made in five counterparts and each Party will hold one copy, and each copy shall have the same legal effect.

[signature pages to follow]

[Signature Page to Purchase and Sale of Equity Interest Agreement]

Party A: Zhihui Qiyuan (Hainan) Investment Co., Ltd. (seal)

Legal Representative: Xiaoke Yin

Signature: /s/ Xiaoke Yin

[Signature Page to Purchase and Sale of Equity Interest Agreement]

Party B: Guo Junpeng

Signature: /s/ Junpeng Guo                                 

[Signature Page to Purchase and Sale of Equity Interest Agreement]

Party C: Qingdao Weilaijin Industry Investment Fund Partnership (Limited Partnership)(seal)

Executive Partner: Qingdao Zhengnong Equity Investment Management Partnership (Limited Partnership) (seal)

Authorized Signatory: /s/ Changfu Lu                                  

[Signature Page to Purchase and Sale of Equity Interest Agreement]

Party D: Ting Zhao

Signature: /s/ Ting Zhao                                    

[Signature Page to Purchase and Sale of Equity Interest Agreement]

Party E: Tianjin Yieryi Technology Co., Ltd. (seal)

Legal Representative: Junpeng Guo

Signature: /s/ Junpeng Guo                                    

Exhibit 99.7

FORM OF RESALE LOCK-UP AGREEMENT

This Resale Lock-Up Agreement (this “Agreement”) is dated as of      , 2022, by and between Qingdao Weilaijin Industry Investment Fund Partnership (Limited Partnership) 青岛未来金产业投资基金合伙企业(有限合伙) (the “Holder”), a Chinese limited partnership, and Scienjoy Holding Corporation, a British Virgin Islands company (the “Company”). 

BACKGROUND 

A. The Company and the Holder are parties to that certain Equity Acquisition Framework Agreement, dated as of December 29, 2021 (the “Acquisition Agreement”) by and among the Company, the Holder, 青岛未来金产业投资基金合伙企业(有限合伙), a limited partnership established in China(“Weilaijin”), and certain other persons and entities listed therein, pursuant to which Scienjoy Inc., a wholly owned subsidiary of the Company will acquire 100% equity ownership of Golden Shield from the Holder.

B. As part of the consideration under the Acquisition Agreement, the Holder will be entitled to receive a certain number of ordinary shares of the Company pursuant to the Acquisition Agreement.

C. As a condition of, and as a material inducement for the Company to enter into and consummate the transactions contemplated by the Acquisition Agreement, the Holder has agreed to execute and deliver this Agreement.

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

AGREEMENT

1. Lock-Up.

(a) During the Lock-up Period (as defined below), the Holder irrevocably agrees that it, he or she will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined below) (including any securities convertible into, or exchangeable for, or representing the rights to receive, Lock-up Shares), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such Lock-up Shares, whether any of these transactions are to be settled by delivery of any such Lock-up Shares, in cash or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to any security of the Company.

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

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

(d) For purpose of this agreement, “Lock-up Period” means a period of 180 calendar days from the date of issuance of ordinary shares of the Company to the Holder hereof pursuant to the Acquisition Agreement.

2. LEGENDS.

(a) To the extent applicable, the Holder hereby agrees that each outstanding certificate representing the Lock-up Shares shall during the Lock-Up Period, in addition to any other legends as may be required in compliance with Federal securities laws, bear a legend reading substantially as follows:

THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A RESALE LOCK-UP AGREEMENT DATED JANUARY 1, 2022, BETWEEN THE ISSUER AND THE STOCKHOLDER LISTED THEREIN. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE ISSUER AND WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESALE LOCK-UP AGREEMENT.

(b) A copy of this Agreement shall be filed with the corporate secretary of the Company, shall be kept with the records of the Company and shall be made available for inspection by any stockholder of the Company. In addition, a copy of this Agreement shall be filed with the Company’s transfer agent. 

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

4. Beneficial Ownership. The Holder hereby represents and warrants that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of capital stock of the Company, or any economic interest in or derivative of such stock, other than those ordinary shares of the Company specified on the signature page hereto. For purposes of this Agreement, the ordinary shares of the Company beneficially owned by the Holder as specified on the signature page hereto, together with any ordinary shares of the Company acquired by the Holder during the Lock-up Period, if any, are collectively referred to as the “Lock-up Shares.”

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

6. Notices. Any notices required or permitted to be sent hereunder shall be delivered personally or by courier service to the following addresses, or such other address as any party hereto designates by written notice to the other party. Provided, however, a transmission per telefax or email shall be sufficient and shall be deemed to be properly served when the telefax or email is received if the signed original notice is received by the recipient within three (3) calendar days thereafter.

(a) If to the Company:

3rd Floor, JIA No. 34, Shenggu Nanli
Chaoyang District
Beijing, P.R. China
Attn: Xiaowu He, Chief Executive Officer
Email: xiaowu.he@scienjoy.com

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

Jun He Law Offices LLC

Suite 1919, 630 Fifth Avenue,

(45 Rockefeller Plaza)

New York, NY 10111

United States

Attn: Lan Lou, Esq.

Email: loul@junhe.com

(b) If to the Holder:

106, Section A, No.571 Chongqing Rd.

Fengtai Jiedao, Pingdu City

Qingdao Municipality

Shandong Province, P.R. China

Attn: Lu Changfu
Email: luchangfu@chunguangli.com

or to such other address as any party may have furnished to the others in writing in accordance herewith.

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

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

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

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

11. Specific Performance. The Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this Agreement by the Holder, money damages may be inadequate and the Company may have not adequate remedy at law, and agrees that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by the Holder in accordance with their specific terms or were otherwise breached. Accordingly, the Company shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement by the Holder and to seek to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity.

12. Amendment. This Agreement may be amended or modified by written agreement executed by each of the parties hereto.

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

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

15. Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. Any action, suit or proceeding to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal court located in the Southern District of the State of New York or any New York state court located in the Borough of Manhattan in the City of New York and each party hereto irrevocably waives any objection which it may have at any time to the laying of venue of any suit, action or proceeding arising out of or relating hereto brought in any such courts, irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum and further irrevocably waives the right to object, with respect to such claim, suit, action or proceeding brought in any such court, that such court does not have jurisdiction over such party, provided that service of process has been made by any lawful means.

16. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.

17. Controlling Agreement. To the extent the terms of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) directly conflicts with a provision in the Acquisition Agreement, the terms of this Agreement shall control.

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

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

Exhibit 99.8

FORM OF RESALE LOCK-UP AGREEMENT

This Resale Lock-Up Agreement (this “Agreement”) is dated as of , 2022, by and between Wolter Global Investment Limited, a British Virgin Islands company (the “Holder”), and Scienjoy Holding Corporation, a British Virgin Islands company (the “Company”).

BACKGROUND

A. The Company and the Holder are parties to that certain Equity Acquisition Framework Agreement, dated as of December 29, 2021 (the “Acquisition Agreement”) by and among the Company, the Holder, Golden Shield Enterprises Limited, a limited liability company established in BVI (“Golden Shield”), and certain other persons and entities listed therein, pursuant to which Scienjoy Inc., a wholly owned subsidiary of the Company will acquire 100% equity ownership of Golden Shield from the Holder.

B. As part of the consideration under the Acquisition Agreement, the Holder will be entitled to receive a certain number of ordinary shares of the Company pursuant to the Acquisition Agreement.

C. As a condition of, and as a material inducement for the Company to enter into and consummate the transactions contemplated by the Acquisition Agreement, the Holder has agreed to execute and deliver this Agreement.

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

AGREEMENT

1. Lock-Up.

(a) During the Lock-up Period (as defined below), the Holder irrevocably agrees that it, he or she will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined below) (including any securities convertible into, or exchangeable for, or representing the rights to receive, Lock-up Shares), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such Lock-up Shares, whether any of these transactions are to be settled by delivery of any such Lock-up Shares, in cash or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to any security of the Company.

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

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

(d) For purpose of this agreement, “Lock-up Period” means a period of 180 calendar days from the date of issuance of ordinary shares of the Company to the Holder hereof pursuant to the Acquisition Agreement.

2. LEGENDS.

(a) To the extent applicable, the Holder hereby agrees that each outstanding certificate representing the Lock-up Shares shall during the Lock-Up Period, in addition to any other legends as may be required in compliance with Federal securities laws, bear a legend reading substantially as follows:

THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A RESALE LOCK-UP AGREEMENT DATED JANUARY 1, 2022 BETWEEN THE ISSUER AND THE STOCKHOLDER LISTED THEREIN. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE ISSUER AND WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESALE LOCK-UP AGREEMENT.

(b) A copy of this Agreement shall be filed with the corporate secretary of the Company, shall be kept with the records of the Company and shall be made available for inspection by any stockholder of the Company. In addition, a copy of this Agreement shall be filed with the Company’s transfer agent.

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

4. Beneficial Ownership. The Holder hereby represents and warrants that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of capital stock of the Company, or any economic interest in or derivative of such stock, other than those ordinary shares of the Company specified on the signature page hereto. For purposes of this Agreement, the ordinary shares of the Company beneficially owned by the Holder as specified on the signature page hereto, together with any ordinary shares of the Company acquired by the Holder during the Lock-up Period, if any, are collectively referred to as the “Lock-up Shares.”

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

6. Notices. Any notices required or permitted to be sent hereunder shall be delivered personally or by courier service to the following addresses, or such other address as any party hereto designates by written notice to the other party. Provided, however, a transmission per telefax or email shall be sufficient and shall be deemed to be properly served when the telefax or email is received if the signed original notice is received by the recipient within three (3) calendar days thereafter.

(a) If to the Company:

3rd Floor, JIA No. 34, Shenggu Nanli
Chaoyang District
Beijing, P.R. China
Attn: Xiaowu He, Chief Executive Officer
Email: xiaowu.he@scienjoy.com

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

Jun He Law Offices LLC

Suite 1919, 630 Fifth Avenue,

(45 Rockefeller Plaza)

New York, NY 10111

United States

Attn: Lan Lou, Esq.

Email: loul@junhe.com

(b) If to the Holder:

Room 401, Unit 1, Building 4,

Fenghuang Community, North One Street,

Qianlishan West Street, Haibowan District,

Wuhai City, Inner Mongolia, China.

Attn:      Guo Junpeng
Phone Number: 18347355000

or to such other address as any party may have furnished to the others in writing in accordance herewith.

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

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

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

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

11. Specific Performance. The Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this Agreement by the Holder, money damages may be inadequate and the Company may have not adequate remedy at law, and agrees that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by the Holder in accordance with their specific terms or were otherwise breached. Accordingly, the Company shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement by the Holder and to seek to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity.

12. Amendment. This Agreement may be amended or modified by written agreement executed by each of the parties hereto.

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

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

15. Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. Any action, suit or proceeding to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal court located in the Southern District of the State of New York or any New York state court located in the Borough of Manhattan in the City of New York and each party hereto irrevocably waives any objection which it may have at any time to the laying of venue of any suit, action or proceeding arising out of or relating hereto brought in any such courts, irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum and further irrevocably waives the right to object, with respect to such claim, suit, action or proceeding brought in any such court, that such court does not have jurisdiction over such party, provided that service of process has been made by any lawful means.

16. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.

17. Controlling Agreement. To the extent the terms of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) directly conflicts with a provision in the Acquisition Agreement, the terms of this Agreement shall control.

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

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