MERGER AGREEMENTMerger Agreement • June 27th, 2022 • Goldenstone Acquisition Ltd. • Blank checks • Delaware
This MERGER AGREEMENT (this “Agreement”) dated as of June 21, 2022 (the “Signing Date”), is by and among Roxe Holding Inc, a Delaware corporation (the “Company”), Goldenstone Acquisition Limited, a Delaware corporation (“Parent”), Goldenstone Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and wholly-owned subsidiary of Parent, and Amazon Capital Inc., solely in its capacity as representative, agent and attorney-in-fact of the Company Securityholders (the “Securityholder Representative”).
PARENT STOCKHOLDER SUPPORT AGREEMENTParent Stockholder Support Agreement • June 27th, 2022 • Goldenstone Acquisition Ltd. • Blank checks
This PARENT STOCKHOLDER SUPPORT AGREEMENT, dated as of June 21, 2022 (this “Parent Support Agreement”), is entered into by and among the stockholder named on the signature page hereto (the “Stockholder”), Roxe Holding Inc., a Delaware corporation (the “Company”), and Goldenstone Acquisition Limited, 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).
COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • June 27th, 2022 • Goldenstone Acquisition Ltd. • Blank checks
This COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of June 21, 2022 (this “Company Support Agreement”), is entered into by and among the stockholder named on the signature page hereto (the “Stockholder”), Roxe Holding Inc., a Delaware corporation (the “Company”), and Goldenstone Acquisition Limited, 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).
GOLDENSTONE ACQUISITION LIMITEDMerger Agreement • June 27th, 2022 • Goldenstone Acquisition Ltd. • Blank checks • Delaware
Reference is made to that certain Merger Agreement dated June 21, 2022 (the “Merger Agreement”) among Roxe Holding Inc (“Roxe”), Goldenstone Acquisition Limited (“Parent”), Goldenstone Merger Sub, Inc. (“Merger Sub”) and Amazon Capital Inc., as securityholder representative, pursuant to which, Merger Sub will merge with and into Roxe, after which Roxe will be the surviving company and a wholly-owned subsidiary of Parent (the “Merger”) and Parent shall change its name to “Roxe Holding Inc”. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Merger Agreement.
