AGREEMENT AND PLAN OF MERGER Among ULTIMATE VITOR II HOLDINGS LIMITED, SUMMIT LUSTRE LIMITED and ZHANGMEN EDUCATION INC. Dated as of July 28, 2023Agreement and Plan of Merger • July 28th, 2023 • Zhangmen Education Inc. • Services-educational services • New York
This AGREEMENT AND PLAN OF MERGER, dated as of July 28, 2023 (this “Agreement”), is entered into by and among Ultimate Vitor II Holdings Limited, a business company incorporated under the Laws of the British Virgin Islands (“Parent”), Summit Lustre Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), and Zhangmen Education Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
SUPPORT AGREEMENTSupport Agreement • July 28th, 2023 • Zhangmen Education Inc. • Services-educational services • New York
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
