Standard Contracts
PLUTONIAN ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • November 16th, 2022 • Plutonian Acquisition Corp. • Blank checks • New York
Plutonian Acquisition 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 16th, 2022 • Plutonian Acquisition Corp. • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 9, 2022, by and among Plutonian Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • November 16th, 2022 • Plutonian Acquisition Corp. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of November 9, 2022, by and between Plutonian Acquisition Corp., a Delaware corporation (the “Company”), and Robert M. Annis (“Indemnitee”).
FORM OF INDEMNITY AGREEMENTIndemnification & Liability • October 5th, 2022 • Plutonian Acquisition Corp. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of __________, 2022, by and between Plutonian Acquisition Corp., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 16th, 2022 • Plutonian Acquisition Corp. • Blank checks • New York
This Extension Letter shall serve as the notice required with respect to the Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
PLUTONIAN ACQUISITION CORP. PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • November 16th, 2022 • Plutonian Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 9th day of November, 2022, by and between Plutonian Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 1441 Broadway 3rd, 5th & 6th Floors, New York, New York 10018 and Plutonian Investments LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • November 16th, 2022 • Plutonian Acquisition Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of November 9, 2022 between Plutonian Acquisition Corp., a Delaware corporation, with offices at 1441 Broadway 3rd, 5th & 6th Floors, New York, NY 10018 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 14th, 2022 • Plutonian Acquisition Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of [*], 2022 (this “Agreement”), by and among PLUTONIAN ACQUISITION CORP., a Delaware corporation (“Company”), the initial stockholders listed on the signature pages hereto (collectively, the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
RIGHTS AGREEMENTRights Agreement • November 16th, 2022 • Plutonian Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of November 9, 2022 between Plutonian Acquisition Corp., a Delaware corporation (the “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 right agent (the “Right Agent”).
AGREEMENT AND PLAN OF MERGER dated October 9, 2023 by and amongMerger Agreement • October 11th, 2023 • Plutonian Acquisition Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of October 9, 2023 (the “Signing Date”), by and among Big Tree Cloud International Group Limited, an exempted company incorporated in the Cayman Islands (the “Holdco”), Guangdong Dashuyun Investment Holding Group Co., Ltd. (广东省大树云投资控股集团有限公司), a limited liability company incorporated in the PRC (the “Company”), Big Tree Cloud Holdings Limited, an exempted company incorporated in the Cayman Islands (the “PubCo”), Big Tree Cloud Merger Sub I Limited, an exempted company incorporated in the Cayman Islands and a direct wholly-owned subsidiary of PubCo (“Merger Sub 1”), Big Tree Cloud Merger Sub II Inc., a Delaware corporation and a direct wholly-owned subsidiary of PubCo (“Merger Sub 2” and, together with PubCo and Merger Sub 1, each, individually, an “Acquisition Entity” and, collectively, the “Acquisition Entities”), and Plutonian Acquisition Corp., a Delaware corporation (the “SPAC”).
November 9, 2022Underwriting Agreement • November 16th, 2022 • Plutonian Acquisition Corp. • Blank checks • New York
This letter agreement is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Plutonian Acquisition Corp., a Delaware corporation (the “Company”), and EF Hutton, division of Benchmark Investments, LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of common stock of the Company, $0.0001 par value (the “Common Stock”), one warrant, where each warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share (the “Warrants”), and one right to receive one-sixth (1/6) of one share of Common Stock (the “Rights”). Certain capitalized terms used herein are defined in paragraph 15 hereof.
SPONSOR VOTING AND SUPPORT AGREEMENTSponsor Voting and Support Agreement • October 11th, 2023 • Plutonian Acquisition Corp. • Blank checks
This SPONSOR VOTING AND SUPPORT AGREEMENT, dated as of October 9, 2023 (this “Agreement”), is entered into by and among Plutonian Investments LLC, a Delaware limited liability company (the “Sponsor”), Big Tree Cloud International Group Limited, an exempted company incorporated in Cayman Islands (the “Holdco”), Guangdong Dashuyun Investment Holding Group Co., Ltd. (广东省大树云投资控股集团有限公司), a limited liability company incorporated in the People’s Republic of China (the “Company”), Plutonian Acquisition Corp., a Delaware corporation (the “SPAC”), Big Tree Holdings Limited, a Cayman Islands exempted company (the “PubCo”), Big Tree Cloud Merger Sub I Limited, a Cayman Islands exempted company (the “Merger Sub I”), and Big Tree Cloud Merger Sub II Inc., a Delaware Corporation (the “Merger Sub II”, together with the Company, the Holdco, the PubCo and Merger Sub I, collectively the “Company Parties”). Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed t
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 11th, 2023 • Plutonian Acquisition Corp. • Blank checks
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2023, by and among Big Tree Cloud Holdings Limited, a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (collectively the “Investors”, and each an “Investor”).
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 11th, 2023 • Plutonian Acquisition Corp. • Blank checks • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of August 8, 2023, by and between Plutonian Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company (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 November 9, 2022, by and between the parties hereto (the “Trust Agreement”).
LOCK-UP AGREEMENTLock-Up Agreement • October 11th, 2023 • Plutonian Acquisition Corp. • Blank checks
This LOCK-UP AGREEMENT (this “Agreement”) is dated as of ______________, 2023, by and between the undersigned (the “Holder”) and Big Tree Cloud Holdings Limited, a Cayman Islands exempted company (the “PubCo”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 16th, 2022 • Plutonian Acquisition Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of November 9, 2022 (this “Agreement”), by and among PLUTONIAN ACQUISITION CORP., a Delaware corporation (“Company”), the initial stockholders listed on the signature pages hereto (collectively, the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
HOLDCO SHAREHOLDER VOTING AND SUPPORT AGREEMENTHoldco Shareholder Voting and Support Agreement • October 11th, 2023 • Plutonian Acquisition Corp. • Blank checks
This HOLDCO SHAREHOLDER VOTING AND SUPPORT AGREEMENT, dated as of October 9, 2023 (this “Support Agreement”), is entered into by and among Big Tree Cloud International Group Limited, an exempted company incorporated in Cayman Islands (the “Holdco”), Guangdong Dashuyun Investment Holding Group Co., Ltd. (广东省大树云投资控股集团有限公司), a limited liability company incorporated in the People’s Republic of China (the “Company”), Plutonian Acquisition Corp., a Delaware corporation (the “SPAC”), Big Tree Cloud Holdings Limited, a Cayman Islands exempted company (the “PubCo”), Big Tree Cloud Merger Sub I Limited, a Cayman Islands exempted company (the “Merger Sub I”), and Big Tree Cloud Merger Sub II Inc., a Delaware Corporation (the “Merger Sub II”, together with the Company, the Holdco, the PubCo and Merger Sub I, collectively the “Company Parties”) and Ploutos Group Limited, the sole shareholder of the HoldCo (the “Shareholder”). Capitalized terms used but not defined in this Support Agreement shall ha
