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.
LOCK-UP AGREEMENTLock-Up Agreement • February 17th, 2023 • Nubia Brand International Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of February [_], 2023, 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).
SHARED SERVICES AGREEMENTShared Services Agreement • February 17th, 2023 • Nubia Brand International Corp. • Blank checks • Ohio
THIS SHARED SERVICES AGREEMENT (this “Agreement”), is entered into as of [●], 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 17th, 2023 • Nubia Brand International Corp. • Blank checks • 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 [●], 2023. Contributor and Assignee are sometimes collectively referred to hereafter as the “Parties” and each individually as a “Party”.
SUPPLY AND LICENSE AGREEMENTSupply and License Agreement • February 17th, 2023 • Nubia Brand International Corp. • Blank checks • 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 [●], 2023 (the “Effective Date”). G3, AMI and Customer are sometimes collectively referred to hereafter as the “Parties” and each individually as a “Party”.
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).
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).
