5,000,000 Units Aquaron Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • September 16th, 2022 • Aquaron Acquisition Corp. • Blank checks • New York
Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 7th, 2022 • Aquaron Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 3, 2022, 2022, by and among Aquaron Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • October 7th, 2022 • Aquaron Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 3, 2022, by and between Aquaron Acquisition Corp., a Delaware corporation (the “Company”), and Qingze Zhao (“Indemnitee”).
RIGHTS AGREEMENTRights Agreement • July 28th, 2021 • Aquaron Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [*], 2021 between Aquaron Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (the “Right Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 5th, 2022 • Aquaron Acquisition Corp. • Blank checks • New York
This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
5,000,000 Units Aquaron Acquisition Corp. UNDERWRITING AGREEMENTAquaron Acquisition Corp. • October 7th, 2022 • Blank checks • New York
Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto
WARRANT AGREEMENTWarrant Agreement • July 5th, 2022 • Aquaron Acquisition Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2022 between Aquaron Acquisition Corp., a Delaware corporation, with offices at 515 Madison Ave. 8th Floor, New York, NY 10022 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (the “Warrant Agent,” also referred herein as the “Transfer Agent”).
Aquaron Acquisition Corp.Aquaron Acquisition Corp. • October 7th, 2022 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Aquaron Acquisition Corp., a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of common stock of the Company, $0.0001 par value (the “Common Stock”), and one right to receive one-fifth (1/5) of one share of Common Stock (the “Rights”). Certain capitalized terms used herein are defined in paragraph 16 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 7th, 2022 • Aquaron Acquisition Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of October 3, 2022 (“Agreement”), by and among AQUARON ACQUISITION CORP., a Delaware corporation (“Company”), the initial stockholders listed on the signature pages hereto (collectively, the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Aquaron Acquisition Corp.Aquaron Acquisition Corp. • September 16th, 2022 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Aquaron Acquisition Corp., a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of common stock of the Company, $0.0001 par value (the “Common Stock”), and one right to receive one-fifth (1/5) of one share of Common Stock (the “Rights”). Certain capitalized terms used herein are defined in paragraph 16 hereof.
RIGHTS AGREEMENTRights Agreement • October 7th, 2022 • Aquaron Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of October 3, 2022, between Aquaron Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as right agent (the “Right Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 7th, 2022 • Aquaron Acquisition Corp. • Blank checks • New York
This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
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”).
RIGHTS AGREEMENTRights Agreement • August 22nd, 2022 • Aquaron Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [*], 2022 between Aquaron Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as right agent (the “Right Agent”).
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 3rd, 2023 • Aquaron Acquisition Corp. • Blank checks • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of June 29, 2023, by and between Aquaron Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated October 3, 2022, by and between the parties hereto (the “Trust Agreement”).
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
