AGREEMENT AND PLAN OF MERGER dated March 23, 2023 by and among BESTPATH IOT TECHNOLOGY LTD.,Agreement and Plan of Merger • March 27th, 2023 • Aquaron Acquisition Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of March 23, 2023 (the “Signing Date”), by and among Bestpath IoT Technology Ltd., an exempted company incorporated in Cayman Islands (the “Holdco”), Bestpath (Shanghai) IoT Technology Co., Ltd. (轻程（上海）物联网科技有限公司), a limited liability company incorporated in the PRC (the “Company”), Bestpath Group Limited, an exempted company incorporated in Cayman Islands (the “PubCo”), Bestpath Merger Sub I Limited, an exempted company incorporated in Cayman Islands and a direct wholly-owned subsidiary of PubCo (“Merger Sub 1”), Bestpath 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 Aquaron Acquisition Corp., a Delaware corporation (the “SPAC”).
SPONSOR VOTING AND SUPPORT AGREEMENTSponsor Voting and Support Agreement • March 27th, 2023 • Aquaron Acquisition Corp. • Blank checks
This SPONSOR VOTING AND SUPPORT AGREEMENT, dated as of ________, 2023 (this “Agreement”), is entered into by and among Aquaron Investment LLC, a Delaware limited liability company (the “Sponsor”), Bestpath IoT Technology Ltd., an exempted company incorporated in Cayman Islands (the “Holdco”), Bestpath (Shanghai) IoT Technology Co., Ltd. (轻程（上海）物联网科技有限公司), a limited liability company incorporated in the People’s Republic of China (the “Company”), Aquaron Acquisition Corp., a Delaware corporation (the “SPAC”), Bestpath Group Limited, a Cayman Islands exempted company (the “PubCo”), Bestpath Merger Sub I Limited, a Cayman Islands exempted company (the “Merger Sub I”), and Bestpath 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 to them in the Merger Agreement (as defined be
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 27th, 2023 • Aquaron Acquisition Corp. • Blank checks
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2023, by and among Bestpath Group 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”).
LOCK-UP AGREEMENTLock-Up Agreement • March 27th, 2023 • Aquaron Acquisition Corp. • Blank checks
This LOCK-UP AGREEMENT (this “Agreement”) is dated as of ______________, 2023, by and between the undersigned (the “Holder”) and Bestpath Group 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).
COMPANY SHAREHOLDER VOTING AND SUPPORT AGREEMENTCompany Shareholder Voting and Support Agreement • March 27th, 2023 • Aquaron Acquisition Corp. • Blank checks
This COMPANY SHAREHOLDER VOTING AND SUPPORT AGREEMENT, dated as of __________, 2023 (this “Support Agreement”), is entered into by and among Bestpath IoT Technology Ltd., an exempted company incorporated in Cayman Islands (the “Holdco”), Bestpath (Shanghai) IoT Technology Co., Ltd. (轻程（上海）物联网科技有限公司), a limited liability company incorporated in the People’s Republic of China (the “Company”), Aquaron Acquisition Corp., a Delaware corporation (the “SPAC”), Bestpath Group Limited, a Cayman Islands exempted company (the “PubCo”), Bestpath Merger Sub I Limited, a Cayman Islands exempted company (the “Merger Sub I”), and Bestpath 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 certain shareholders of the Company listed on Exhibit A hereto (each, a “Shareholder”). Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed to them in
