AGREEMENT AND PLAN OF MERGER by and among TARGET GLOBAL ACQUISITION I CORP., VITAL MERGER SUB 1 CORP., VITAL MERGER SUB 2 LLC and VENHUB GLOBAL, INC. dated as of December 2, 2024Merger Agreement • December 3rd, 2024 • Target Global Acquisition I Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 2, 2024, by and among Target Global Acquisition I Corp., a Cayman Islands exempted company (“Acquiror”), Vital Merger Sub 1 Corp. a Delaware corporation and wholly owned subsidiary of Acquiror (“Merger Sub 1”), Vital Merger Sub 2 LLC, a Delaware limited liability company and wholly owned subsidiary of Acquiror (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs” and collectively with the Acquiror, the “Acquiror Parties”), and VenHub Global, Inc. a Delaware corporation (the “Company”). Acquiror, the Merger Subs and the Company are collectively referred to herein as the “Parties” and each individually as a “Party.”
INSIDER SUPPORT AGREEMENTInsider Support Agreement • December 3rd, 2024 • Target Global Acquisition I Corp. • Blank checks • Delaware
THIS INSIDER SUPPORT AGREEMENT (this “Agreement”) is entered into as of December 2, 2024, by and between Target Global Acquisition I Corp., a Cayman Islands exempted company (“Acquiror”), VenHub Global, Inc., a Delaware corporation (the “Company”) and the undersigned shareholders of the Acquiror (each, a “Shareholder”). Capitalized terms used and not defined herein shall have the meanings set forth in the Merger Agreement (as defined below).
LOCK-UP AGREEMENTLock-Up Agreement • December 3rd, 2024 • Target Global Acquisition I Corp. • Blank checks • Delaware
This Lock-Up Agreement (this “Agreement”) is made and entered into as of [ ], by and among Target Global Acquisition I Corp., a Cayman Islands exempted company (“Acquiror”), the undersigned stockholders (each, a “Lock-Up Party” and, collectively, the “Lock-Up Parties”) of VenHub Global, Inc., a Delaware corporation (the “Company”) and the Company. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 3rd, 2024 • Target Global Acquisition I Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2025, is made and entered into by and among VenHub Global Holdings Inc., a Delaware corporation (f/k/a Target Global Acquisition I Corp.) (the “Company”), Target Global Sponsor Ltd., a Cayman limited liability company (the “Sponsor”), CIIG Management III LLC, a Delaware limited liability company, and each of the undersigned parties listed on the signature page hereto under “Holders” (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”).
December 2, 2024Stockholders’ Support Agreement • December 3rd, 2024 • Target Global Acquisition I Corp. • Blank checks
This letter (this “Stockholders’ Support Agreement”) is being delivered to you in accordance with that Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Target Global Acquisition I Corp., a Cayman Islands exempted company (which shall transfer by way of continuation from Cayman Islands to Delaware on the Closing Date and prior to the Effective Time) (“Acquiror”), VenHub Global, Inc., a Delaware corporation (the “Company”), Vital Merger Sub 1 Corp. a Delaware corporation and a direct, wholly-owned subsidiary of Acquiror (“Merger Sub 1”), and Vital Merger Sub 2 LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Acquiror (“Merger Sub 2”), and the transactions contemplated thereby (the “Business Combination”), from the undersigned individuals (each, an “Insider” and collectively, the “Insiders”). Certain capitalized terms used herein are defined in paragraph 13 hereof. Capitalized terms used but not otherwise de
