The Growth for Good Acquisition Corporation c/o Ogier Global (Cayman) Limited Camana Bay Grand Cayman KY1-9009 Cayman IslandsGrowth for Good Acquisition Corp • November 24th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on July 15, 2021 by and between G4G Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and The Growth for Good Acquisition Corporation, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 6,325,000 Class B ordinary shares $0.0001 par value per share (the “Shares”), up to 825,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company’s and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • November 24th, 2021 • Growth for Good Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ l ], by and between The Growth for Good Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and [ l ] (“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 21st, 2023 • Growth for Good Acquisition Corp • Motor vehicle parts & accessories • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2023 by and between ZeroNox Holdings, Inc., a corporation incorporated and existing under the laws of Delaware (the “Company”), and (the “Indemnitee”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • December 14th, 2021 • Growth for Good Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 9, 2021 is made and entered into by and among The Growth for Good Acquisition Corporation, a Cayman Islands exempted company (the “Company”), G4G Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2023 • Growth for Good Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and among ZeroNox Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as The Growth for Good Acquisition Corporation, a Cayman Island exempted company limited by shares prior to its domestication as a Delaware corporation), G4G Sponsor LLC, a Delaware limited liability company (the “Sponsor”), certain former stockholders of Zero Nox, Inc., a Wyoming corporation (“Target”), set forth on Schedule 1 hereto (such stockholders, the “Target Holders”) and other persons and entities (collectively with the Sponsor, the Target Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.10 of this Agreement, the “Holders” and each, a “Holder”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 14th, 2021 • Growth for Good Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 9, 2021 by and between The Growth for Good Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”).
AGREEMENT AND PLAN OF MERGER by and among THE GROWTH FOR GOOD ACQUISITION CORPORATION, G4G MERGER SUB INC., and ZERO NOX, INC. dated as of March 7, 2023Agreement and Plan of Merger • March 9th, 2023 • Growth for Good Acquisition Corp • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of March 7, 2023 (this “Agreement”), is made and entered into by and among The Growth for Good Acquisition Corporation, a Cayman Islands exempted company limited by shares (which shall de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), G4G Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Zero Nox, Inc., a Wyoming corporation (the “Company”).
FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • November 24th, 2021 • Growth for Good Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of , 20[__] (as it may from time to time be amended, this “Agreement”), is entered into by and between The Growth for Good Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and G4G Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF RIGHTS AGREEMENTForm of Rights Agreement • December 14th, 2021 • Growth for Good Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of December 9, 2021, by and between The Growth for Good Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
THE GROWTH FOR GOOD ACQUISITION CORPORATION 12 E 49th Street, 11th Floor New York, NY 10017Administrative Services Agreement • March 21st, 2022 • Growth for Good Acquisition Corp • Blank checks • New York
AMENDMENT TO SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • August 21st, 2023 • Growth for Good Acquisition Corp • Motor vehicle parts & accessories
This Amendment (this “Amendment”) to the Sponsor Support Agreement (the “Agreement”), dated as of March 7, 2023, by and among G4G Sponsor LLC, a Delaware limited liability company (the “Sponsor Holdco”), the Persons set forth on Schedule I thereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), The Growth for Good Acquisition Corporation, a Cayman Islands exempted company (which shall de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation prior to the Closing) (“Acquiror”), and Zero Nox, Inc., a Wyoming corporation (the “Company”), is entered into as of August 17, 2023 by and among each of the Sponsors, Acquiror and the Company. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Agreement.
FORM OF PUBLIC WARRANT AGREEMENT between THE GROWTH FOR GOOD ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of December 9, 2021Public Warrant Agreement • December 14th, 2021 • Growth for Good Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 9, 2021, is by and between The Growth for Good Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
The Growth for Good Acquisition Corporation New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 14th, 2021 • Growth for Good Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among The Growth for Good Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Credit Suisse Securities (USA) LLC and Barclays Capital Inc., as underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 25,300,000 of the Company’s units (including 3,300,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), one right to receive one-sixteenth of one Ordinary Share (the “Rights”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to a
COLLABORATION AGREEMENT BETWEEN JOSPONG GROUP OF COMPANIES AND ZERO NOX, INC.Collaboration Agreement • May 12th, 2023 • Growth for Good Acquisition Corp • Motor vehicle parts & accessories • England
JOSPONG GROUP OF COMPANIES (“Jospong”), a limited liability company registered under the laws of Ghana, and having its principal office at Nmai Djorn, near Ayensu River Estates, Ashalley Botwe, with its head office at Nmai Djorn, Accra, Ghana and represented by its lawful representative MR. NOAH GYIMAH, Chief Investment Officer (hereinafter called “Jospong” and which expression shall where the context permits include its assigns and successors) of the first part,
FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • December 14th, 2021 • Growth for Good Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of December 9, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between The Growth for Good Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and G4G Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
AGREEMENTGrowth for Good Acquisition Corp • April 7th, 2023 • Blank checks
Tuatara Machinery Limited, a New Zealand registered company having its registered office at 291 Weedons Ross Road, R.D. 5, Christchurch, 7675, New Zealand (Tuatara).
Strategic Alliance AgreementStrategic Alliance Agreement • April 7th, 2023 • Growth for Good Acquisition Corp • Blank checks • California
This Strategic Alliance Agreement (this “Agreement”) is entered on yunchong, 2022, by and between Zero Nox Inc. at 1343 S. Main St., Porterville, CA 93257 (“ZeroNox”), and Dayun Automobile Co., Ltd at No. 1 Airport Avenue, Konggang Economic Development District, Yuncheng, Shanxi, P.R. China 044000 (“Dayun”). ZeroNox and Dayun are collectively referred to herein collectively as the “Parties” and individually as a “Party”.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.Agreement • May 12th, 2023 • Growth for Good Acquisition Corp • Motor vehicle parts & accessories
Tuatara Machinery Limited, a New Zealand registered company having its registered office at 291 Weedons Ross Road, R.D. 5, Christchurch, 7675, New Zealand (Tuatara).
NOTE CONVERSION AGREEMENTNote Conversion Agreement • August 18th, 2023 • Growth for Good Acquisition Corp • Motor vehicle parts & accessories
THIS NOTE CONVERSION AGREEMENT (this “Agreement”) is dated as of August 18, 2023 (the “Effective Date”), by and among The Growth for Good Acquisition Corporation, a Cayman Islands exempted company (the “G4G”), Zero Nox, Inc., a Wyoming corporation (“Zero Nox”), Premier Trailer Manufacturing Inc. (“Premier”) and Central Valley Farms LP (“CVF,” together with Premier, the “Noteholders”).
PRODUCT DEVELOPMENT AGREEMENTProduct Development Agreement • April 7th, 2023 • Growth for Good Acquisition Corp • Blank checks
Zero Nox, Inc, a company incorporated under the law of the State of California, with a principal office at 1343 S. Main Street, Porterville, CA 93257, U.S.A (“ZeroNox” or “Developer”);
EMPLOYMENT AGREEMENTEmployment Agreement • April 7th, 2023 • Growth for Good Acquisition Corp • Blank checks • California
This Employment Agreement (the “Agreement”) is made and entered into as of March 24, 2023 (the “Effective Date”) by and between Karna Patel (the “Executive”) and Zero Nox, Inc., a Wyoming corporation (the “Company”).
Strategic Alliance AgreementAlliance Agreement • April 7th, 2023 • Growth for Good Acquisition Corp • Blank checks • California
This Strategic Alliance Agreement (this “Agreement”) is entered on January 11, 2022, by and between Zero Nox Inc. at 1343 S. Main St., Porterville, CA 93257 (“ZeroNox”), and Mata Inventive LLC at 8136 Oxnard Street, Unit #41, Tarzana, CA 91356-1733 (“Mata”). ZeroNox and Mata are collectively referred to herein collectively as the “Parties” and individually as a “Party”.
PRODUCT DEVELOPMENT AGREEMENT AMENDMENTGrowth for Good Acquisition Corp • June 20th, 2023 • Motor vehicle parts & accessories
Pursuant to Section 20(b) of the Product Development Agreement (“Agreement”) between Zero Nox, Inc. and Kubota Corporation dated August 15, 2022, the Parties wish to amend the Agreement as follows:
PRODUCT DEVELOPMENT AGREEMENT AMENDMENTGrowth for Good Acquisition Corp • May 12th, 2023 • Motor vehicle parts & accessories
Pursuant to Section 20(b) of the Product Development Agreement (“Agreement”) between Zero Nox, Inc. and **** dated August 15, 2022, the Parties wish to amend the Agreement as follows:
FORM OF PRIVATE WARRANT AGREEMENT between THE GROWTH FOR GOOD ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of , 2021Private Warrant Agreement • November 24th, 2021 • Growth for Good Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between The Growth for Good Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
Strategic Alliance AgreementStrategic Alliance Agreement • April 7th, 2023 • Growth for Good Acquisition Corp • Blank checks • California
This Strategic Alliance Agreement (this “Agreement”) is entered on January 30, 2022, by and between Zero Nox Inc. at 1343 S. Main St., Porterville, CA 93257 (“ZeroNox”), Progreens New Energy Technology (Suzhou) Co., Ltd. (“Progreens”), Qingdao Bu of Beijing Electric Vehicle Co., Ltd. at No. 1 Nanhuan Road, Jiangshan Town, Laixi City Qingdao, Shandong Province, P.R. China 266600 (“BAIC”), and Ruili Science and Technology (HK) Co., Ltd. at Rm. 204G, 2/F, Fu Hang Ind. Bldg, 1 Hok Yuen St. East, Hung Hom, KLN, Hong Kong (“Ruili”). ZeroNox, Progreens, BAIC and Ruili are collectively referred to herein collectively as the “Parties” and individually as a “Party”.
PRODUCT DEVELOPMENT AGREEMENT AMENDMENTGrowth for Good Acquisition Corp • April 7th, 2023 • Blank checks
Pursuant to Section 20(b) of the Product Development Agreement (“Agreement”) between Zero Nox, Inc. and Kubota Corporation dated August 15, 2022, the Parties wish to amend the Agreement as follows:
Authorized Distributor AgreementAuthorized Distributor Agreement • April 7th, 2023 • Growth for Good Acquisition Corp • Blank checks
This Authorized Distributor Agreement (this “Agreement”) is entered on _April 15, 2022 (“Effective Date”), by and between Zero Nox Inc., located at 1343 S. Main St., Porterville, California 93257 (“ZeroNox”), _Premier Sales and Leasing Inc._, located at _30517 Ivy Road, Visalia, CA 93291_ (“Distributor”). ZeroNox and Distributor are collectively referred to herein collectively as the “Parties” and individually as a “Party”.
COLLABORATION AGREEMENT - AMENDMENT 1Collaboration Agreement • April 7th, 2023 • Growth for Good Acquisition Corp • Blank checks
Pursuant to Section 15 of the Collaboration Agreement (“Agreement”) between Zero Nox, Inc. and Jospong Group of Companies dated May 16, 2022, the Parties wish to amend the Agreement as follows:
PRODUCT DEVELOPMENT AGREEMENTProduct Development Agreement • June 20th, 2023 • Growth for Good Acquisition Corp • Motor vehicle parts & accessories
Zero Nox, Inc, a company incorporated under the law of the State of California, with a principal office at 1343 S. Main Street, Porterville, CA 93257, U.S.A (“Developer”);
PRODUCT DEVELOPMENT AGREEMENTDevelopment Agreement • April 7th, 2023 • Growth for Good Acquisition Corp • Blank checks
Zero Nox, Inc, a company incorporated under the law of the State of California, with a principal office at 1343 S. Main Street, Porterville, CA 93257, U.S.A (“Developer”);
PRODUCT DEVELOPMENT AGREEMENTProduct Development Agreement • May 12th, 2023 • Growth for Good Acquisition Corp • Motor vehicle parts & accessories
Zero Nox, Inc, a company incorporated under the law of the State of California, with a principal office at 1343 S. Main Street, Porterville, CA 93257, U.S.A (“Developer”);
FORM OF PRIVATE WARRANT AGREEMENT between THE GROWTH FOR GOOD ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of December 9, 2021Warrant Agreement • December 14th, 2021 • Growth for Good Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 9, 2021, is by and between The Growth for Good Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
Strategic Alliance AgreementStrategic Alliance Agreement • May 12th, 2023 • Growth for Good Acquisition Corp • Motor vehicle parts & accessories • California
This Strategic Alliance Agreement (this “Agreement”) is entered on January 11, 2022, by and between Zero Nox Inc. at 1343 S. Main St., Porterville, CA 93257 (“ZeroNox”), and Mata Inventive LLC at 8136 Oxnard Street, Unit #41, Tarzana, CA 91356-1733 (“Mata”). ZeroNox and Mata are collectively referred to herein collectively as the “Parties” and individually as a “Party”.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • March 9th, 2023 • Growth for Good Acquisition Corp • Blank checks • Delaware
This Sponsor Support Agreement (this “Agreement”) is dated as of March 7, 2023, by and among G4G Sponsor LLC, a Delaware limited liability company (the “Sponsor Holdco”), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), The Growth for Good Acquisition Corporation, a Cayman Islands exempted company (which shall de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation prior to the Closing) (“Acquiror”), and Zero Nox, Inc., a Wyoming corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
