NUBIA BRAND INTERNATIONAL CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 16th, 2022 • Nubia Brand International Corp. • Blank checks • New York
Nubia Brand International Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • March 16th, 2022 • Nubia Brand International Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of March 10, 2022 between Nubia Brand International Corp., a Delaware corporation, with offices at 13355 Noel Rd, Suite 1100, Dallas, TX 75240 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 31st, 2022 • Nubia Brand International Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_], 2022 by and between Nubia Brand International Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 8th, 2024 • Solidion Technology Inc. • Miscellaneous electrical machinery, equipment & supplies
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is entered into as of February 1, 2024, by and among Nubia Brand International Corp., a Delaware corporation (the “Company”), certain stockholders of Honeycomb Battery Company, an Ohio corporation (“HBC”), listed on the signature page hereto (the “HBC Investors”), and the Founder Holders (as defined below, and together with the HBC Investors and any person or entity
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2022 • Nubia Brand International Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 10, 2022, is made and entered into by and among Nubia Brand International Corp., a Delaware corporation (the “Company”), Mach FM Acquisitions LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 16th, 2022 • Nubia Brand International Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 10, 2022 by and between Nubia Brand International Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 30th, 2024 • Solidion Technology Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of [●], 2024, by and among Solidion Technology Inc., a Delaware corporation, with headquarters located at 13355 Noel Rd, Suite 1100, Dallas, Texas (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 13th, 2023 • Nubia Brand International Corp. • Miscellaneous electrical machinery, equipment & supplies
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on December 13, 2023, by and among Nubia Brand International Corp., a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 16th, 2022 • Nubia Brand International Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 10, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Nubia Brand International Corp., a Delaware corporation (the “Company”), and Mach FM Acquisitions LLC, a Delaware limited liability company (the “Purchaser”).
Nubia Brand International Corp. 13355 Noel Rd, Suite 1100 Dallas, TX 75240 Re: Initial Public Offering Gentlemen:Underwriting Agreement • March 16th, 2022 • Nubia Brand International Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Nubia Brand International Corp., a Delaware corporation (the “Company”) and EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”) as representative of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 12,650,000 of the Company’s units (including up to 1,650,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering
MERGER AGREEMENTMerger Agreement • February 17th, 2023 • Nubia Brand International Corp. • Blank checks • Delaware
This MERGER AGREEMENT dated as of February 15, 2023 (this “Agreement”), is by and among Honeycomb Battery Company, an Ohio corporation (the “Company”), Nubia Brand International Corp., a Delaware corporation (“Parent”), and Nubia Merger Sub, Inc., an Ohio corporation (“Merger Sub”) and wholly-owned subsidiary of Parent.
Nubia Brand International Corp. 13355 Noel Rd, Suite 1100 Dallas, TX 75240 Re: Initial Public Offering Gentlemen:Underwriting Agreement • January 19th, 2022 • Nubia Brand International Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Nubia Brand International Corp., a Delaware corporation (the “Company”) and EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”) as representative of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 30th, 2024 • Solidion Technology Inc. • Miscellaneous electrical machinery, equipment & supplies
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2024, by and among Solidion Technology, Inc., a Delaware corporation, with headquarters located at 13355 Noel Rd, Suite 1100, Dallas, Texas (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).
VOTING AGREEMENTVoting Agreement • August 30th, 2024 • Solidion Technology Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
VOTING AGREEMENT, dated as of [●], 2024 (this “Agreement”), by and between Solidion Technology Inc., a Delaware corporation with offices located at 13355 Noel Rd, Suite 1100, Dallas, Texas (the “Company”) and the stockholders whose names appear on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”).
LOCK-UP AGREEMENTLock-Up Agreement • February 8th, 2024 • Solidion Technology Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of February 2, 2024, by and among Global Graphene Group, Inc., a Delaware corporation (the “Holder”), Nubia Brand International Corp., a Delaware corporation (“Parent”), and Honeycomb Battery Company, an Ohio corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • March 16th, 2022 • Nubia Brand International Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 10, 2022, by and between Nubia Brand International Corp., a Delaware corporation (the “Company”), and each of the undersigned (each, an “Indemnitee”).
SHARED SERVICES AGREEMENTShared Services Agreement • February 8th, 2024 • Solidion Technology Inc. • Miscellaneous electrical machinery, equipment & supplies • Ohio
THIS SHARED SERVICES AGREEMENT (this “Agreement”), is entered into as of February 2, 2024, 2023 (the “Effective Date”) between Global Graphene Group, Inc., a Delaware corporation with its principal place of business at 1240 McCook Avenue, Dayton, Ohio 45404 (“G3”), and Honeycomb Battery Company, an Ohio corporation with its principal place of business at 1235 McCook Avenue, Dayton, Ohio 45404 (“Honeycomb” and, together with G3, the “Parties” and each a “Party”).
CONTRIBUTION AGREEMENTContribution Agreement • February 8th, 2024 • Solidion Technology Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Contribution Agreement (this “Agreement”) is made by and between Global Graphene Group, Inc., a Delaware corporation (“Contributor”), and Honeycomb Battery Company, an Ohio corporation and wholly owned subsidiaryw of Contributor (“Assignee”), and is effective as of February 2, 2024. Contributor and Assignee are sometimes collectively referred to hereafter as the “Parties” and each individually as a “Party”.
LOCK-UP AGREEMENTLock-Up Agreement • August 30th, 2024 • Solidion Technology Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [●], 2024, by and between the person or entity identified on the signature page hereto as the “Holder” (the “Holder”), and Solidion Technology, Inc., a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2024 • Solidion Technology Inc. • Miscellaneous electrical machinery, equipment & supplies • Texas
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 2, 2024, between Solidion Technology, Inc. (the “Company”) and Vlad Prantsevich (“Executive,” together with the Company, the “Parties” and, each, a “Party”).
SUPPLY AND LICENSE AGREEMENTSupply and License Agreement • February 8th, 2024 • Solidion Technology Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Supply and License Agreement (this “Agreement”) is made by and between Global Graphene Group, Inc., a Delaware corporation (“G3”), Angstron Materials, Inc., an Ohio corporation (“AMI”), and Honeycomb Battery Company, an Ohio corporation (“Customer”), and is effective as of February 2, 2024 (the “Effective Date”). G3, AMI and Customer are sometimes collectively referred to hereafter as the “Parties” and each individually as a “Party”.
NON-REDEMPTION AGREEMENTNon-Redeemption Agreement • December 13th, 2023 • Nubia Brand International Corp. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of December 13, 2023, is made by and between Nubia Brand International Corp., a Delaware corporation (the “Company”), and the undersigned party hereto (the “Backstop Investor”). Capitalized terms used but not defined herein shall have the respective meanings specified in the Transaction Agreement (defined below).
FIRST AMENDMENT TO MERGER AGREEMENTMerger Agreement • August 25th, 2023 • Nubia Brand International Corp. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This First Amendment to Merger Agreement (this “Amendment”), dated as of August 25, 2023, is entered into by and among Honeycomb Battery Company, an Ohio corporation (the “Company”), Nubia Brand International Corp., a Delaware corporation (“Parent”), and Nubia Merger Sub, Inc., an Ohio corporation (“Merger Sub”) and wholly-owned subsidiary of Parent. The Company, Parent and Merger Sub may each be individually referred to as a “Party” and collectively, as the “Parties.”
NUBIA BRAND INTERNATIONAL CORP. 13355 Noel Rd, Suite 1100 Dallas, TX 75240 March 10, 2022Agreement for Services • March 16th, 2022 • Nubia Brand International Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement on Form S-1 (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Nubia Brand International Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination (a “Business Combination”) or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Mach FM Corporation (“Mach FM”), an affiliate of Mach FM Acquisitions LLC, the Company’s sponsor, shall make available to the Company certain office space, utilities, and secretarial, administrative and consulting services as may be required by the Company from time to time, situated at 13355 Noel Rd, Suite 1100, Dallas, TX 75240 (or any successor location). In exchange therefore, the Company shall pay Mach FM a
PARENT SUPPORT AGREEMENTParent Support Agreement • February 17th, 2023 • Nubia Brand International Corp. • Blank checks
This PARENT SUPPORT AGREEMENT, dated as of February 16, 2023 (this “Parent Support Agreement”), is entered into by and among the stockholder named on the signature page hereto (“Stockholder”), Honeycomb Battery Company, an Ohio corporation (the “Company”), and Nubia Brand International Corp., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Parent Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
SECOND AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 15th, 2023 • Nubia Brand International Corp. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of December 15, 2023, by and between Nubia Brand International Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated March 10, 2022, by and between the parties hereto (as amended on June 14, 2023, the “Trust Agreement”).
Mach FM Acquisitions, LLC 13355 Noel Road, Suite 1100 Dallas, TX 75240Merger Agreement • December 13th, 2023 • Nubia Brand International Corp. • Miscellaneous electrical machinery, equipment & supplies
Reference is made to that certain Merger Agreement dated as of February 15, 2023 (as the same may be amended from time to time, the “Merger Agreement”) by and among Honeycomb Battery Company, an Ohio corporation (“Target”), Nubia Brand International Corp., a Delaware corporation (“SPAC”) and Nubia Merger Sub., Inc., an Ohio corporation (“Merger Sub”). Pursuant to the Merger Agreement, among other things, at the time of consummation of the transactions contemplated under the Merger Agreement (the “Closing”), Merger Sub will merge with an into the Target, after which the Target will be the surviving entity and will become a wholly-owned subsidiary of the SPAC.
COMPANY SUPPORT AGREEMENTCompany Support Agreement • February 17th, 2023 • Nubia Brand International Corp. • Blank checks
This COMPANY SUPPORT AGREEMENT, dated as of February 16, 2023 (this “Company Support Agreement”), is entered into by and among Global Graphene Group, Inc., a Delaware corporation (“G3” or the “Company Stockholder”), and each of the Persons named on the signature pages hereto (together with G3, the “Stockholders”, and each, a “Stockholder”), Honeycomb Battery Company, an Ohio corporation (the “Company”), and Nubia Brand International Corp., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Company Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENTForward Purchase Agreement • September 16th, 2024 • Solidion Technology Inc. • Miscellaneous electrical machinery, equipment & supplies
THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of August 29, 2024 (this “Amendment”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”) (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as “Seller”) and (iv) Honeycomb Battery Company, an Ohio corporation (“STI” or “Target”). Following the completion of the Business Combination, Target became a wholly-owned subsidiary of Nubia Brand International Corp., a Delaware corporation (“NUBI”), which was renamed Solidion Technology, Inc.
