AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2023 • Growth for Good Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and among ZeroNox Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as The Growth for Good Acquisition Corporation, a Cayman Island exempted company limited by shares prior to its domestication as a Delaware corporation), G4G Sponsor LLC, a Delaware limited liability company (the “Sponsor”), certain former stockholders of Zero Nox, Inc., a Wyoming corporation (“Target”), set forth on Schedule 1 hereto (such stockholders, the “Target Holders”) and other persons and entities (collectively with the Sponsor, the Target Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.10 of this Agreement, the “Holders” and each, a “Holder”).
AGREEMENT AND PLAN OF MERGER by and among THE GROWTH FOR GOOD ACQUISITION CORPORATION, G4G MERGER SUB INC., and ZERO NOX, INC. dated as of March 7, 2023Agreement and Plan of Merger • March 9th, 2023 • Growth for Good Acquisition Corp • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of March 7, 2023 (this “Agreement”), is made and entered into by and among The Growth for Good Acquisition Corporation, a Cayman Islands exempted company limited by shares (which shall de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), G4G Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Zero Nox, Inc., a Wyoming corporation (the “Company”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • March 9th, 2023 • Growth for Good Acquisition Corp • Blank checks • Delaware
This Sponsor Support Agreement (this “Agreement”) is dated as of March 7, 2023, by and among G4G Sponsor LLC, a Delaware limited liability company (the “Sponsor Holdco”), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), The Growth for Good Acquisition Corporation, a Cayman Islands exempted company (which shall de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation prior to the Closing) (“Acquiror”), and Zero Nox, Inc., a Wyoming corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • March 9th, 2023 • Growth for Good Acquisition Corp • Blank checks • Delaware
This Company Support Agreement (this “Agreement”) is dated as of March 7, 2023, by and among the Persons set forth on Schedule I hereto (each, a “Company Shareholder” and, collectively, the “Company Shareholders”), The Growth for Good Acquisition Corporation, a Cayman Islands exempted company (which shall de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation prior to the Closing) (“Acquiror”), and Zero Nox, Inc., a Wyoming corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
