AGREEMENT AND PLAN OF MERGER dated October 9, 2023 by and amongAgreement and Plan of Merger • October 11th, 2023 • Plutonian Acquisition Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of October 9, 2023 (the “Signing Date”), by and among Big Tree Cloud International Group Limited, an exempted company incorporated in the Cayman Islands (the “Holdco”), Guangdong Dashuyun Investment Holding Group Co., Ltd. (广东省大树云投资控股集团有限公司), a limited liability company incorporated in the PRC (the “Company”), Big Tree Cloud Holdings Limited, an exempted company incorporated in the Cayman Islands (the “PubCo”), Big Tree Cloud Merger Sub I Limited, an exempted company incorporated in the Cayman Islands and a direct wholly-owned subsidiary of PubCo (“Merger Sub 1”), Big Tree Cloud 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 Plutonian Acquisition Corp., a Delaware corporation (the “SPAC”).
SPONSOR VOTING AND SUPPORT AGREEMENTSponsor Voting and Support Agreement • October 11th, 2023 • Plutonian Acquisition Corp. • Blank checks
This SPONSOR VOTING AND SUPPORT AGREEMENT, dated as of October 9, 2023 (this “Agreement”), is entered into by and among Plutonian Investments LLC, a Delaware limited liability company (the “Sponsor”), Big Tree Cloud International Group Limited, an exempted company incorporated in Cayman Islands (the “Holdco”), Guangdong Dashuyun Investment Holding Group Co., Ltd. (广东省大树云投资控股集团有限公司), a limited liability company incorporated in the People’s Republic of China (the “Company”), Plutonian Acquisition Corp., a Delaware corporation (the “SPAC”), Big Tree Holdings Limited, a Cayman Islands exempted company (the “PubCo”), Big Tree Cloud Merger Sub I Limited, a Cayman Islands exempted company (the “Merger Sub I”), and Big Tree Cloud 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 t
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 11th, 2023 • Plutonian Acquisition Corp. • Blank checks
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2023, by and among Big Tree Cloud Holdings 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 • October 11th, 2023 • Plutonian Acquisition Corp. • Blank checks
This LOCK-UP AGREEMENT (this “Agreement”) is dated as of ______________, 2023, by and between the undersigned (the “Holder”) and Big Tree Cloud Holdings 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).
HOLDCO SHAREHOLDER VOTING AND SUPPORT AGREEMENTHoldco Shareholder Voting and Support Agreement • October 11th, 2023 • Plutonian Acquisition Corp. • Blank checks
This HOLDCO SHAREHOLDER VOTING AND SUPPORT AGREEMENT, dated as of October 9, 2023 (this “Support Agreement”), is entered into by and among Big Tree Cloud International Group Limited, an exempted company incorporated in Cayman Islands (the “Holdco”), Guangdong Dashuyun Investment Holding Group Co., Ltd. (广东省大树云投资控股集团有限公司), a limited liability company incorporated in the People’s Republic of China (the “Company”), Plutonian Acquisition Corp., a Delaware corporation (the “SPAC”), Big Tree Cloud Holdings Limited, a Cayman Islands exempted company (the “PubCo”), Big Tree Cloud Merger Sub I Limited, a Cayman Islands exempted company (the “Merger Sub I”), and Big Tree Cloud 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 Ploutos Group Limited, the sole shareholder of the HoldCo (the “Shareholder”). Capitalized terms used but not defined in this Support Agreement shall ha
