Material Agreement - Form 425

Item 1.01 Entry Into A Material Definitive Agreement.

Business Combination Agreement

As previously disclosed by Distoken Acquisition Corporation, a Cayman Islands exempted company ("Distoken") in its Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2024, on May 17, 2024, Distoken entered into a Business Combination Agreement (the "Business Combination Agreement") with Youlife Group Inc., a Cayman Islands exempted company ("Pubco"), Xiaosen Sponsor LLC, a Cayman Islands limited liability company (the "Sponsor"), Youlife I Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco ("First Merger Sub"), Youlife II Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco ("Second Merger Sub"), and Youlife International Holdings Inc., a Cayman Islands exempted company ("Youlife") (all of the transactions contemplated by the Business Combination Agreement and other ancillary documents, the "Business Combination").

On November 13, 2024, Distoken, Pubco, the Sponsor, First Merger Sub, Second Merger Sub and Youlife entered into the first amendment to the Business Combination Agreement (the "BCA Amendment"), to, among other things, (i) adopt an American depository share facility, (ii) revise the scope and terms of certain lock-up provisions applicable to the Sponsor and Youlife shareholders, and (iii) clarify certain matters related to the dual-class share structure of Pubco following the closing (the "Closing") of the Business Combination. Under the new American depository share facility, at the Closing, Pubco will issue its ordinary shares in the form of American depository shares ("Pubco ADSs") to Distoken and Youlife shareholders holding registered shares, which Pubco ADSs will be listed on the Nasdaq Capital Market in lieu of Pubco ordinary shares, and the warrants to be issued by Pubco will be exercisable for Pubco ADSs. Upon becoming registered shares, Pubco ordinary shares will be exchangeable for Pubco ADSs.

Forms of Amended Lock-Up Agreements

As previously disclosed, on May 17, 2024, Pubco, Youlife and Distoken have entered into lock-up agreements (the "Lock-Up Agreements") with the Sponsor and with certain Youlife shareholders. Prior to the Closing, Pubco, Youlife, Distoken, the Sponsor and certain Youlife shareholders intend to enter into amended and restated lock-up agreements to amend and restate the Lock-Up Agreements and supersede the terms of the letter agreement dated February 15, 2023 (the "Insider Letter"), by and among Distoken, the Sponsor and the executive officers and directors of Distoken.

Specifically, Pubco, Youlife and Distoken intend to enter into the Amended and Restated Founder Lock-Up Agreement (the "Amended Founder Lock-Up Agreement") with the Sponsor prior to the Closing, amending and restating the Lock-Up Agreement that was executed by the Sponsor on May 17, 2024, and superseding the provisions of the Insider Letter with respect to transfer restrictions on the ordinary shares of Distoken held by the Sponsor that are designated as founder shares (the "Founder Shares"). The Amended Founder Lock-up Agreement provides for a lock-up period with respect to the Founder Shares (but not the private placement securities or working capital securities held by the Sponsor) commencing on the date of the Closing (the "Closing Date") and ending on the one-year anniversary of the Closing Date (with respect to 50% of such shares subject to early release if the last trading price of Pubco ADSs equals or exceeds $12.50 for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing).

Pubco, Youlife and Distoken intend to enter into the Amended and Restated Company Founder Lock-Up Agreement (the "Amended Company Founder Lock-Up Agreement") with Youtch Investment Co., Ltd., a holding company wholly owned by Mr. Yunlei Wang, prior to the Closing, amending and restating the lock-up agreement that was executed by Youtch Investment Co., Ltd., on May 17, 2024. The Amended Company Founder Lock-up Agreement provides for a lock-up period commencing on the Closing Date and ending on the one-year anniversary of the Closing Date (with respect to 50% of such shares subject to early release if the last trading price of Pubco ADSs equals or exceeds $12.50 for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing).

Pubco, Youlife and Distoken also intend to enter into the Amended and Restated Company Lock-Up Agreements (each, an "Amended Company Lock-Up Agreement") with each shareholder of Youlife (other than Mr. Yunlei Wang) prior to the Closing, certain of which Company Lock-Up Agreements will amend and restate the lock-up agreements that were executed by certain shareholders of Youlife on May 17, 2024. The Amended Company Lock-up Agreements provide for a lock-up period commencing on the Closing Date and ending on the date that is 180 calendar days after the Closing Date (with respect to 50% of such shares subject to early release if the last trading price of Pubco ADSs equals or exceeds $12.50 for any 20 trading days within any 30 trading day period commencing at least 90 days after the Closing). The restrictions set forth in the Amended Company Lock-Up Agreements are waivable in writing by Pubco, Youlife and Distoken at any time prior to the Closing, and they may do so to the extent required for Pubco to have sufficient public float to meet Nasdaq initial listing requirements.

The BCA Amendment and forms of the Amended Founder Lock-Up Agreement, the Amended Company Founder Lock-Up Agreement and the Amended Company Lock-Up Agreement are filed with this Current Report on Form 8-K as Exhibits 2.1, 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference, and the foregoing descriptions of the BCA Amendment and the Amended Founder Lock-Up Agreement, the Amended Company Founder Lock-Up Agreement and the Amended Company Lock-Up Agreement are qualified in their entirety by reference thereto.

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