Exhibit 99.1
JOINT FILING AGREEMENT
PURSUANT
TO RULE 13D-1(K)(1)
In accordance with Rule 13d-1(k) promulgated
under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons
(as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments
thereto executed by each of them) with respect to the Class A ordinary shares, par value of $0.001 per share, of Amber International Holding
Limited, a company incorporated in the Cayman Islands, and that this Agreement may be included as an exhibit to such joint filing.
Each of the undersigned is responsible for
the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such
person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons
making the filing, unless such person knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
IN WITNESS WHEREOF, each of the undersigned has executed this
Agreement on March 19, 2025.
[Signature Page Follows]
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AMBER GLOBAL LIMITED |
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By: |
/s/ Yuao Wu (Michael) |
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Name: Yuao Wu (Michael) |
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Title: Director |
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YUAO WU (MICHAEL) |
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By: |
/s/ Yuao Wu (Michael) |
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Name: Yuao Wu (Michael) |
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AMBER FORT LIMITED |
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By: |
/s/ Yuao Wu (Michael) |
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Name: Yuao Wu (Michael) |
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Title: Director |
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AMBER PRIMARY UNIT HOLDING LIMITED |
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By: |
/s/ Yuao Wu (Michael) |
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Name: Yuao Wu (Michael) |
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Title: Director |
[Joint Filing Agreement]
Exhibit 99.6
EXECUTION VERSION
CONFIDENTIAL
LOCK-UP AGREEMENT
This Lock-Up Agreement (as may be amended, supplemented,
modified and varied from time to time in accordance with the terms herein, this “Agreement”) is made as of November
29, 2024 by and among iClick Interactive Asia Group Limited, a Cayman Islands exempted company (“ICLK”), and the undersigned
(“Holder”).
WHEREAS, contemporaneously with the execution
and delivery of this Agreement, ICLK, Overlord Merger Sub Ltd., a Cayman Islands exempted company and a direct, wholly owned subsidiary
of ICLK (“Merger Sub”) and Amber DWM Holding Limited, a Cayman Islands exempted company (“DWM”)
are entering into an Agreement and Plan of Merger (as the same may be amended from time to time, the “Merger Agreement”),
pursuant to which, at the Closing, Merger Sub shall be merged with and into DWM, with DWM surviving as a direct wholly owned subsidiary
of ICLK (the “Merger”);
WHEREAS, it is contemplated that Holder
will receive certain New Ordinary Shares upon the consummation of the Merger in accordance with the terms and conditions of the Merger
Agreement (the “Transaction Shares”);
WHEREAS, in connection with the Merger Agreement,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties desire to enter
into this Agreement, pursuant to which the Transaction Shares to be received by Holder as consideration for the Merger at Closing (all
such Transaction Shares held or received by Holder as Merger Consideration, together with, if applicable, any securities paid as dividends
or distributions with respect to such securities or into which such securities are exchanged or converted, and any American Depository
Shares representing such Transaction Shares or securities, collectively, the “Restricted Securities”) shall become
subject to limitations on disposition as set forth herein.
NOW, THEREFORE, in consideration of the
premises and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:
Section 1. Definitions. Capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Merger
Agreement.
Section 2.
Lock-Up Provisions.
(a)
Holder hereby agrees not to, without the prior written consent of a majority of the directors of ICLK then in office (the “Requisite
Consent”), during the period from the Closing Date and ending on the date that is 12 months following the Closing Date the “Lock-Up
Period”): (i) sell, offer, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or
otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position
or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations
of the SEC promulgated thereunder, with respect to any Restricted Securities, (ii) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, whether any such transaction
is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction
specified in clause (i) or (ii) (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”);
provided, that the foregoing restriction shall not apply to:
(I) any pledge of any Restricted Securities
to one or more lending institutions that create a mere security interest in such Restricted Securities for or in connection with bona
fide loans, advances or extensions of credit entered into by Holder or any of its affiliates or any refinancings thereof, so long as Holder
continues to control the exercise of the voting rights of such pledged Restricted Securities prior to an event of default (however described)
under the agreements for such loans, advances, extensions of credit or refinancings and any transfers of such Restricted Securities upon
foreclosure;
(II) the transfer of any or all of the
Restricted Securities upon the death of Holder by gift, will or intestate succession;
(III) the transfer of any or all of the
Restricted Securities to (A) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family”
shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such
person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents)
of such person and his or her spouses or domestic partners and siblings), (B) any entities controlled by, controlling or under common
control with such Holder, (C) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (D) if Holder
is a trust, the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, and (E) if Holder is an entity,
any direct or indirect partners, members or equity holders of Holder, any affiliate (as defined in Rule 405 promulgated under the Securities
Act of 1933, as amended) of Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their
respective affiliates as part of a distribution;
(IV) by operation of law or pursuant to
a court order, such as a qualified domestic relations order, divorce decree or separation agreement;
(V) transfers of any or all of the Restricted
Securities to another holder who has received certain New Ordinary Shares upon the consummation of the Merger which New Ordinary Shares
are subject to a lock-up agreement substantially similar to this Agreement; and
(VI) transfers made in connection with
a liquidation, merger, share exchange, reorganization, tender offer or other similar transaction that results in all of ICLK’s shareholders
having the right to exchange their equity holdings in ICLK for cash, securities or other property subsequent to the Closing Date;
provided, however, that in each
of cases (I) through (V), it shall be a condition to such transfer that the transferee executes and delivers to ICLK an agreement, in
substantially the same form of this Agreement, stating that the transferee is receiving and holding the Restricted Securities subject
to the provisions of this Agreement applicable to Holder and agree to be bound by the obligations applicable to Holder, and there shall
be no further transfer of such Restricted Securities except in accordance with this Agreement. Holder further agrees to execute such agreements
as may be reasonably requested by ICLK that are consistent with the foregoing or that are necessary to give further effect thereto.
(b)
If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer
shall be null and void ab initio, and ICLK shall refuse to recognize any such purported transferee of the Restricted Securities
as one of its equity holders for any purpose. In order to enforce this Section 2, ICLK may impose stop-transfer instructions with respect
to the Restricted Securities of Holder until the end of the Lock-Up Period, except with respect to transfers in compliance with the foregoing
restrictions.
(c)
During the Lock-Up Period, each certificate evidencing any Restricted Securities shall be stamped or otherwise imprinted with a
legend in substantially the following form, in addition to any other applicable legends:
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF NOVEMBER 29, 2024, BY AND AMONG THE ISSUER OF SUCH SECURITIES
(THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED.”
Promptly upon the expiration of the Lock-Up Period
or the obtaining of the Requisite Consent with respect to any Restricted Securities, ICLK shall remove or cause to remove such legend
from the certificates evidencing such Restricted Securities.
(d)
For the avoidance of any doubt, except as expressly provided herein, Holder shall retain all the rights such Holder is entitled
to as a shareholder of ICLK pursuant to the Governing Documents of ICLK and applicable Legal Requirements during the Lock-Up Period, including
the right to vote in respect of any Restricted Securities held by such Holder in accordance therewith.
Section 3.
Authority; binding. If such Holder is a legal entity, such Holder has all requisite power and authority to enter into this
Agreement, to perform fully such Holder’s obligations hereunder and to consummate the transactions contemplated hereby. If such
Holder is a natural person, such Holder has the legal capacity to enter into this Agreement. If such Holder is a legal entity, this Agreement
has been duly authorized, executed and delivered by such Holder. This Agreement constitutes a valid and binding obligation of such Holder
enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting creditors’ rights generally and by principles governing the availability of equitable remedies.
Section 4.
Termination. This Agreement shall be legally binding on Holder upon Holder’s execution and delivery of this Agreement,
but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, this letter
shall not have any force or effect prior to the Closing, and in the event that the Merger Agreement is terminated in accordance with its
terms without the Closing having occurred, this Agreement and all rights and obligations of the parties hereunder shall automatically
terminate in its entirety and be void ab initio and be of no further force or effect.
Section 5.
Specific Enforcement. It is agreed and understood that monetary damages would not adequately compensate an injured party
for the breach of this Agreement by any party hereto and, accordingly, this Agreement shall be specifically enforceable, in addition to
any other remedy to which such injured party is entitled at law or in equity, and any breach of this Agreement shall be the proper subject
of a temporary or permanent injunction or restraining order. Further, each party hereto waives any claim or defense that there is an adequate
remedy at law for such breach or threatened breach or an award of specific performance is not an appropriate remedy for any reason at
law or equity and agrees that a party’s rights would be materially and adversely affected if the obligations of the other parties
under this Agreement were not carried out in accordance with the terms and conditions hereof.
Section 6.
Entire Agreement. This Agreement supersedes all prior agreements, written or oral, among the parties hereto with respect
to the subject matter hereof and contains the entire agreement among the parties with respect to the subject matter hereof. Any provision
of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment,
by each party to this Agreement, or, in the case of a waiver, by the party against whom the waiver is to be effective. No waiver of any
provisions hereof by either party shall be deemed a waiver of any other provisions hereof by such party, nor shall any such waiver be
deemed a continuing waiver of any provision hereof by such party.
Section 7.
Notices. All notices and other communications hereunder shall be in writing and shall be deemed given: (a) on the date established
by the sender as having been delivered personally; (b) one Business Day after being sent by a nationally recognized overnight courier
guaranteeing overnight delivery; (c) on the date that transmission is confirmed electronically, if delivered by email; or (d) on the fifth
Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications, to
be valid, must be addressed as follows:
if to ICLK, to:
c/o DWM Holding Limited
1 Wallich Street
#30-02
Guoco Tower
Singapore 078881
Attention: Wayne Huo
Email: [Redacted]
with
a copy to (which will not constitute notice):
Simpson Thacher & Bartlett
35th Floor, ICBC Tower
3 Garden Road
Central, Hong Kong
Attention: Yi Gao
Email: YGao@stblaw.com
and
Simpson Thacher & Bartlett LLP
3919 China World Center
1 Jianguomenwai Avenue
Beijing, 100004, China
Attention: Yang Wang
Email: yang.wang@stblaw.com
if to Holder, to the address set forth underneath
Holder’s name on the signature page hereto, or to such other address or to the attention of such Person or Persons as the recipient
party has specified by prior written notice to the sending party (or in the case of counsel, to such other readily ascertainable business
address as such counsel may hereafter maintain). If more than one method for sending notice as set forth above is used, the earliest notice
date established as set forth above shall control.
Section 8.
Miscellaneous.
(a)
Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. Section 11.7 and Section 11.8 of the Merger Agreement are
incorporated herein by reference, mutatis mutandis.
(b)
Severability. The invalidity of any portion hereof shall not affect the validity, force or effect of the remaining portions
hereof. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent,
such restriction shall be enforced to the maximum extent permitted by applicable law.
(c)
Counterparts. This Agreement may be executed in two or more counterparts for the convenience of the parties hereto, each
of which shall be deemed an original and all of which together will constitute one and the same instrument. Delivery of an executed counterpart
of a signature page to this Agreement by electronic, facsimile or portable document format shall be effective as delivery of a mutually
executed counterpart to this Agreement.
(d)
Titles and Headings. The titles, captions and table of contents in this Agreement are for reference purposes only, and shall
not in any way define, limit, extend or describe the scope of this Agreement or otherwise affect the meaning or interpretation of this
Agreement.
(e)
Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not,
without the prior written consent of the other parties hereto, be assigned by operation of Law or otherwise, and any attempted assignment
shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, successors, permitted assigns and legal representatives, and nothing herein, whether express or implied, is
intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by
reason of this Agreement.
(f)
Further Assurances. Each party hereto shall execute and deliver such additional documents as may be necessary or desirable
to effect the transactions contemplated by this Agreement.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have
executed and delivered this Agreement as of the date first written above.
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ICLK |
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ICLICK INTERACTIVE ASIA GROUP LIMITED |
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Name: |
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Title: |
[Signature Page to Lock-Up Agreement]
IN WITNESS WHEREOF, the parties hereto have
executed and delivered this Agreement as of the date first written above.
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Name of Holder |
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Amber Global Limited |
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By: |
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Name: |
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Title: |
| Addresses for Notices: |
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Address:
Attention:
Email:
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Address:
Attention:
Email:
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[Signature Page to Lock-Up Agreement]
Exhibit 99.7
EXECUTION VERSION
CONFIDENTIAL
LOCK-UP AGREEMENT
This Lock-Up Agreement (as may be amended, supplemented,
modified and varied from time to time in accordance with the terms herein, this “Agreement”) is made as of March 12,
2025 by and among iClick Interactive Asia Group Limited, a Cayman Islands exempted company (“ICLK”), and the undersigned
(“Holder”).
WHEREAS, ICLK, Overlord Merger Sub Ltd.,
a Cayman Islands exempted company and a direct, wholly owned subsidiary of ICLK (“Merger Sub”) and Amber DWM Holding
Limited, a Cayman Islands exempted company (“DWM”) entered into an Agreement and Plan of Merger (as the same may be
amended from time to time, the “Merger Agreement”) on November 29, 2024, pursuant to which, at the Closing, Merger
Sub shall be merged with and into DWM, with DWM surviving as a direct wholly owned subsidiary of ICLK (the “Merger”);
WHEREAS, contemporaneously with the execution
and delivery of the Merger Agreement, certain shareholders of DWM entered into a lock-up agreement with ICLK, with respect to the New
Ordinary Shares that will be held by such shareholders on or immediately after the Effective Time.
WHEREAS, it is contemplated that Holder
will also receive certain New Ordinary Shares upon the consummation of the Merger in accordance with the terms and conditions of the Merger
Agreement (the “Transaction Shares”);
WHEREAS, in connection with the Merger Agreement,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties desire to enter
into this Agreement, pursuant to which the Transaction Shares to be received by Holder as consideration for the Merger at Closing (all
such Transaction Shares held or received by Holder as Merger Consideration, together with, if applicable, any securities paid as dividends
or distributions with respect to such securities or into which such securities are exchanged or converted, and any American Depository
Shares representing such Transaction Shares or securities, collectively, the “Restricted Securities”) shall become
subject to limitations on disposition as set forth herein.
NOW, THEREFORE, in consideration of the
premises and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:
Section 1.
Definitions. Capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Merger
Agreement.
Section 2.
Lock-Up Provisions.
(a)
Holder hereby agrees not to, without the prior written consent of a majority of the directors of ICLK then in office (the “Requisite
Consent”), during the period from the Closing Date and ending on the date that is 12 months following the Closing Date the “Lock-Up
Period”): (i) sell, offer, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or
otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position
or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations
of the SEC promulgated thereunder, with respect to any Restricted Securities, (ii) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, whether any such transaction
is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction
specified in clause (i) or (ii) (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”);
provided, that the foregoing restriction shall not apply to:
(I) any pledge of any Restricted Securities
to one or more lending institutions that create a mere security interest in such Restricted Securities for or in connection with bona
fide loans, advances or extensions of credit entered into by Holder or any of its affiliates or any refinancings thereof, so long as Holder
continues to control the exercise of the voting rights of such pledged Restricted Securities prior to an event of default (however described)
under the agreements for such loans, advances, extensions of credit or refinancings and any transfers of such Restricted Securities upon
foreclosure;
(II) the transfer of any or all of the
Restricted Securities upon the death of Holder by gift, will or intestate succession;
(III) the transfer of any or all of the
Restricted Securities to (A) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family”
shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such
person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents)
of such person and his or her spouses or domestic partners and siblings), (B) any entities controlled by, controlling or under common
control with such Holder, (C) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (D) if Holder
is a trust, the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, and (E) if Holder is an entity,
any direct or indirect partners, members or equity holders of Holder, any affiliate (as defined in Rule 405 promulgated under the Securities
Act of 1933, as amended) of Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their
respective affiliates as part of a distribution;
(IV) by operation of law or pursuant to
a court order, such as a qualified domestic relations order, divorce decree or separation agreement;
(V) transfers of any or all of the Restricted
Securities to another holder who has received certain New Ordinary Shares upon the consummation of the Merger which New Ordinary Shares
are subject to a lock-up agreement substantially similar to this Agreement; and
(VI) transfers made in connection with
a liquidation, merger, share exchange, reorganization, tender offer or other similar transaction that results in all of ICLK’s shareholders
having the right to exchange their equity holdings in ICLK for cash, securities or other property subsequent to the Closing Date;
provided, however, that in each
of cases (I) through (V), it shall be a condition to such transfer that the transferee executes and delivers to ICLK an agreement, in
substantially the same form of this Agreement, stating that the transferee is receiving and holding the Restricted Securities subject
to the provisions of this Agreement applicable to Holder and agree to be bound by the obligations applicable to Holder, and there shall
be no further transfer of such Restricted Securities except in accordance with this Agreement. Holder further agrees to execute such agreements
as may be reasonably requested by ICLK that are consistent with the foregoing or that are necessary to give further effect thereto.
(b)
If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer
shall be null and void ab initio, and ICLK shall refuse to recognize any such purported transferee of the Restricted Securities
as one of its equity holders for any purpose. In order to enforce this Section 2, ICLK may impose stop-transfer instructions with respect
to the Restricted Securities of Holder until the end of the Lock-Up Period, except with respect to transfers in compliance with the foregoing
restrictions.
(c)
During the Lock-Up Period, each certificate evidencing any Restricted Securities shall be stamped or otherwise imprinted with a
legend in substantially the following form, in addition to any other applicable legends:
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF MARCH 12, 2025, BY AND AMONG THE ISSUER OF SUCH SECURITIES
(THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED.”
Promptly upon the expiration of the Lock-Up Period
or the obtaining of the Requisite Consent with respect to any Restricted Securities, ICLK shall remove or cause to remove such legend
from the certificates evidencing such Restricted Securities.
(d)
For the avoidance of any doubt, except as expressly provided herein, Holder shall retain all the rights such Holder is entitled
to as a shareholder of ICLK pursuant to the Governing Documents of ICLK and applicable Legal Requirements during the Lock-Up Period, including
the right to vote in respect of any Restricted Securities held by such Holder in accordance therewith.
Section 3.
Authority; binding. If such Holder is a legal entity, such Holder has all requisite power and authority to enter into this
Agreement, to perform fully such Holder’s obligations hereunder and to consummate the transactions contemplated hereby. If such
Holder is a natural person, such Holder has the legal capacity to enter into this Agreement. If such Holder is a legal entity, this Agreement
has been duly authorized, executed and delivered by such Holder. This Agreement constitutes a valid and binding obligation of such Holder
enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting creditors’ rights generally and by principles governing the availability of equitable remedies.
Section 4.
Termination. This Agreement shall be legally binding on Holder upon Holder’s execution and delivery of this Agreement,
but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, this letter
shall not have any force or effect prior to the Closing, and in the event that the Merger Agreement is terminated in accordance with its
terms without the Closing having occurred, this Agreement and all rights and obligations of the parties hereunder shall automatically
terminate in its entirety and be void ab initio and be of no further force or effect.
Section 5.
Specific Enforcement. It is agreed and understood that monetary damages would not adequately compensate an injured party
for the breach of this Agreement by any party hereto and, accordingly, this Agreement shall be specifically enforceable, in addition to
any other remedy to which such injured party is entitled at law or in equity, and any breach of this Agreement shall be the proper subject
of a temporary or permanent injunction or restraining order. Further, each party hereto waives any claim or defense that there is an adequate
remedy at law for such breach or threatened breach or an award of specific performance is not an appropriate remedy for any reason at
law or equity and agrees that a party’s rights would be materially and adversely affected if the obligations of the other parties
under this Agreement were not carried out in accordance with the terms and conditions hereof.
Section 6.
Entire Agreement. This Agreement supersedes all prior agreements, written or oral, among the parties hereto with respect
to the subject matter hereof and contains the entire agreement among the parties with respect to the subject matter hereof. Any provision
of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment,
by each party to this Agreement, or, in the case of a waiver, by the party against whom the waiver is to be effective. No waiver of any
provisions hereof by either party shall be deemed a waiver of any other provisions hereof by such party, nor shall any such waiver be
deemed a continuing waiver of any provision hereof by such party.
Section 7.
Notices. All notices and other communications hereunder shall be in writing and shall be deemed given: (a) on the date established
by the sender as having been delivered personally; (b) one Business Day after being sent by a nationally recognized overnight courier
guaranteeing overnight delivery; (c) on the date that transmission is confirmed electronically, if delivered by email; or (d) on the fifth
Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications, to
be valid, must be addressed as follows:
if to ICLK, to:
c/o DWM Holding Limited
1 Wallich Street
#30-02
Guoco Tower
Singapore 078881
Attention: Wayne Huo
Email: [Redacted]
with
a copy to (which will not constitute notice):
Simpson Thacher & Bartlett
35th Floor, ICBC Tower
3 Garden Road
Central, Hong Kong
Attention: Yi Gao
Email: YGao@stblaw.com
and
Simpson Thacher & Bartlett LLP
3919 China World Center
1 Jianguomenwai Avenue
Beijing, 100004, China
Attention: Yang Wang
Email: yang.wang@stblaw.com
if to Holder, to the address set forth underneath
Holder’s name on the signature page hereto, or to such other address or to the attention of such Person or Persons as the recipient
party has specified by prior written notice to the sending party (or in the case of counsel, to such other readily ascertainable business
address as such counsel may hereafter maintain). If more than one method for sending notice as set forth above is used, the earliest notice
date established as set forth above shall control.
Section 8.
Miscellaneous.
(a)
Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. Section 11.7 and Section 11.8 of the Merger Agreement are
incorporated herein by reference, mutatis mutandis.
(b)
Severability. The invalidity of any portion hereof shall not affect the validity, force or effect of the remaining portions
hereof. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent,
such restriction shall be enforced to the maximum extent permitted by applicable law.
(c)
Counterparts. This Agreement may be executed in two or more counterparts for the convenience of the parties hereto, each
of which shall be deemed an original and all of which together will constitute one and the same instrument. Delivery of an executed counterpart
of a signature page to this Agreement by electronic, facsimile or portable document format shall be effective as delivery of a mutually
executed counterpart to this Agreement.
(d)
Titles and Headings. The titles, captions and table of contents in this Agreement are for reference purposes only, and shall
not in any way define, limit, extend or describe the scope of this Agreement or otherwise affect the meaning or interpretation of this
Agreement.
(e)
Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not,
without the prior written consent of the other parties hereto, be assigned by operation of Law or otherwise, and any attempted assignment
shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, successors, permitted assigns and legal representatives, and nothing herein, whether express or implied, is
intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by
reason of this Agreement.
(f)
Further Assurances. Each party hereto shall execute and deliver such additional documents as may be necessary or desirable
to effect the transactions contemplated by this Agreement.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have
executed and delivered this Agreement as of the date first written above.
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ICLK |
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ICLICK INTERACTIVE ASIA GROUP LIMITED |
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Name: |
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Title: |
[Signature Page to Lock-Up Agreement]
IN WITNESS WHEREOF, the parties hereto have
executed and delivered this Agreement as of the date first written above.
| |
Name of Holder |
| |
|
| |
AMBER FORT LIMITED |
| |
|
| |
By: |
|
| |
|
Name: Wu Yuao |
| |
|
Title: Director |
| Addresses for Notices: |
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| Holder |
Address:
Attention:
Email:
|
| With a copy to: |
Address:
Attention:
Email:
|
[Signature Page to Lock-Up Agreement]
iClick Interactive Asia (NASDAQ:ICLK)
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From Mar 2025 to Apr 2025
iClick Interactive Asia (NASDAQ:ICLK)
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From Apr 2024 to Apr 2025
