AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 2nd, 2022 • Aesther Healthcare Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of May 26, 2022 by and among (i) Aesther Healthcare Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) AHAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Aesther Healthcare Sponsor, LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Stockholder (as defined below) as of immediately prior to the Effective Time and its successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) United Gear & Assembly, Inc., a Delaware corporation (the “Company”), and (v) United Stars Holdings, Inc., a Delaware corporation and the sole stockholder of the Company (the “Company Stockholder”). The Purchaser, Merger
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • June 2nd, 2022 • Aesther Healthcare Acquisition Corp. • Blank checks • Delaware
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of May 26, 2022, by [_____________________] (the “Subject Party”) in favor of and for the benefit of Aesther Healthcare Acquisition Corp. a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “EVGT LTD” (including any successor entity thereto, the “Purchaser”), United Gear & Assembly, Inc., a Delaware corporation (the “Company”), and each of the Purchaser’s and/or the Company’s respective present and future Affiliates, successors and direct and indirect Subsidiaries (collectively with the Purchaser and the Company, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
FORM OF SPONSOR AGREEMENTForm of Sponsor Agreement • June 2nd, 2022 • Aesther Healthcare Acquisition Corp. • Blank checks
This SPONSOR AGREEMENT (this “Agreement”), dated as of May 26, 2022, is made by and among Aesther Healthcare Sponsor, LLC, a Delaware limited liability company (the “Class B Holder”), Aesther Healthcare Acquisition Corp., a Delaware Corporation (“Purchaser”), and United Gear & Assembly, Inc., a Delaware corporation (the “Company”). The Class B Holder, Purchaser and the Company shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • June 2nd, 2022 • Aesther Healthcare Acquisition Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of May 26, 2022 by and between (i) Aesther Healthcare Acquisition Corp., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “EVGT LTD” (including any successor entity thereto, the “Purchaser”), (ii) Aesther Healthcare Sponsor, LLC, a Delaware limited liability company, in the capacity under the Merger Agreement as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance the Merger Agreement, the “Purchaser Representative”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
